EXHIBIT 4.1


 





 


	
  NUMBER

  	
   

  	
  SHARES

  
	
   

  	
   

  	
   

  
	
  TEL

  	
   

  	
  REGISTERED
  SHARES

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  PAR VALUE CHF 1.55*

  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

  	
   

  	
  

  

  IS THE OWNER OF

  

  FULLY PAID AND NON-ASSESSABLE REGISTERED SHARES OF TYCO ELECTRONICS LTD. WITH
  A PAR VALUE OF CHF 1.55*

  

  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.

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  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.