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    EXHIBIT 4.1  
  




  

 






 



											
	NUMBER



TEL	 	 	 	 	 	 	 	 	 	 SHARES


 REGISTERED SHARES



PAR VALUE CHF 2.26*

INCORPORATED UNDER THE

LAWS OF SWITZERLAND



CUSIP H8912P 10 6
	
 *Par value as of the date of issuance of this

  share certificate. Please refer to the Articles

  of Association of the corporation for

  information about the prevailing par value,

  which may change from time to time

  pursuant to resolutions passed at a meeting of

  shareholders.	
 	
 THIS CERTIFIES THAT	
 	
PLEASE SEE REVERSE

FOR CERTAIN DEFINITIONS
	
 TYCO ELECTRONICS LTD.



THIS CERTIFICATE IS TRANSFERABLE

IN JERSEY CITY, NJ, NEW YORK, NY, AND

PITTSBURGH, PA





Countersigned and Registered:
 MELLON INVESTOR SERVICES LLC

Transfer Agent and Registrar

By:	
 	

IS THE OWNER OF



FULLY PAID AND NON-ASSESSABLE REGISTERED SHARES OF TYCO ELECTRONICS LTD. WITH A PAR VALUE OF CHF 2.26*



transferable only on the books of the corporation by the holder hereof in person or by attorney duly authorized, upon surrender of this certificate properly endorsed or assigned. This certificate and the shares represented hereby are subject to the
laws of Switzerland and to the Articles of Association of the corporation, as now or hereafter amended. This certificate is not valid until countersigned by the Transfer Agent and registered by the Registrar. Witness the facsimile seal of the
corporation and the facsimile signatures of its duly authorized officers.


 DATED	
 	

 
	Authorized Signature	 	 	 	

 




 CHIEF EXECUTIVE OFFICER	 	

 




 EXECUTIVE VICE PRESIDENT

AND CHIEF FINANCIAL OFFICER	 	 	 	

 




 

 









































  TYCO ELECTRONICS LTD.


        The
Corporation will furnish without charge to each shareholder who so requests a copy of the powers, designations, preferences and relative, participating, optional or other special
rights of each class of shares or series thereof, and the qualifications, limitations, or restrictions of such preferences and/or rights. 



        The
following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or
regulations: 

 






 



															
	TEN COM	 	—	 	as tenants in common	 	UNIF GIFT MIN ACT	 	—	 	           	 	Custodian	 	              
	TEN ENT	 	—	 	as tenants by the entireties	 	 	 	 	 	(Cust)	 	 	 	(Minor)
	JT TEN	 	—	 	as joint tenants with right of	 	 	 	 	 	under Uniform Gifts to Minors
	 	 	 	 	survivorship and not as tenants	 	 	 	 	 	Act	 	                 	 	 
	 	 	 	 	in common	 	 	 	 	 	 	 	(State)	 	 




 

 Additional
abbreviations may also be used though not in the above list. 


        FOR VALUE RECEIVED                          hereby sell, assign and transfer unto

 






 



	
	 

	Please Insert Social Security or Other

Identifying Number of Assignee




 


 






 



			
	







 
	






  (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE)
	







 
	







 
	







 	 	 Shares
	 of the registered stock represented by the within Certificate and do hereby irrevocably constitute and appoint
	







 	 	 Attorney
	 to transfer the said registered shares on the books of the within named Company with full power of substitution in the premises.



 


 






 



					
	Dated	 	







 	 	 



 


 






 



			
	 	 	







 
	 	 	        NOTICE: The Signature to this assignment must correspond with the

name as written upon the face of the Certificate in every particular,

without alteration or enlargement, or any change whatever.




 


 






 



			
	Signature(s) Guaranteed:	 	






  THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE

GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND

LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN

APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM),

PURSUANT TO S.E.C. RULE 17Ad15.



 

 








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EXHIBIT 4.1