Exhibit 4.1


 


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  NUMBER

  	
   

  	
  SHARES

  
	
   

  	
   

  	
   

  
	
  COV

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CUSIP G2552X 10 8

  
	
   

  	
   

  	
  PLEASE SEE REVERSE

  
	
   

  	
   

  	
  FOR CERTAIN DEFINITIONS

  
	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  [GRAPHIC]

  	
   

  
	
   

  	
   

  	
   

  
	
  COMMON STOCK

  	
  THIS CERTIFIES THAT

  	
   

  
	
   

  	
   

  	
   

  
	
  PAR VALUE $0.20

  INCORPORATED UNDER THE

  LAWS OF BERMUDA

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  IS THE OWNER OF

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  COVIDIEN LTD.

  	
  FULLY PAID AND
  NON-ASSESSABLE SHARES OF THE COMMON STOCK OF COVIDIEN LTD.

  
	
   

  	
   

  
	
  THIS CERTIFICATE IS TRANSFERABLE

  IN JERSEY CITY, NJ, NEW YORK, NY,

  PITTSBURGH, PA AND

  LONDON, ENGLAND

   

   

   

  	
  transferable only on the books of the corporation by
  the holder hereof in person or by attorney authorized, upon surrender of this
  certificate duly endorsed or assigned. This certificate and the shares
  represented hereby are subject to the laws of the Islands of Bermuda and to
  the Memorandum of Association and Bye-Laws 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.

  
	
  Countersigned and Registered:

  	
   

  
	
  MELLON INVESTOR SERVICES LLC

  	
  Dated:

  	
   

  
	
  Transfer Agent and Registrar

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
						



 


	
   

  	
  

  	
  

  	
  [SEAL]

  
	
  Authorized Signature

  	
  President and Chief Executive
  Officer

  	
  Executive Vice President

  and Chief Financial Officer

  



 




	
  AMERICAN BANK NOTE COMPANY

  	
   

  	
  PRODUCTION COORDINATOR:
  MIKE PETERS 931-490-1714

  
	
  711 ARMSTRONG LANE

  	
   

  	
  PROOF OF MAY 10, 2007

  
	
  COLUMBIA, TENNESSEE 38401

  	
   

  	
  COVIDIEN LTD.

  
	
  (931) 388-3003

  	
   

  	
  TSB 26721 FACE

  
	
  SALES:

  	
  R. JOHNS 

  	
  516-731-2885

  	
   

  	
  Operator:            AP
  / Teresa / Ron

  
	
  / ETHER 7 / LIVE JOBS /
  C / COVIDIEN LTD 26721 FC

  	
   

  	
  Rev. 4

  
					






 


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Colors Selected for Printing: Prints in PMS 281, cyan
and magenta. IMAGE DOES NOT BLEED. Blue line represents edge of paper and does
not print.


 


COLOR: This proof was printed from a
digital file or artwork on a graphics quality, color laser printer. It is a
good representation of the color as it will appear on the final product.
However, it is not an exact color rendition, and the final printed product may
appear slightly different from the proof due to the difference between the dyes
and printing ink.


 


 

















 


COVIDIEN 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 capital stock represented by the
  within Certificate and do hereby irrevocably constitute and appoint

  
	
   

  
	
   

  
	
  Attorney

  
	
  to transfer the said stock 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 17Ad-15.

  	
   

  
				



 


 




	
  AMERICAN BANK NOTE
  COMPANY

  	
   

  	
  PRODUCTION COORDINATOR:
  MIKE PETERS 931-490-1714

  
	
  711 ARMSTRONG LANE

  	
   

  	
  PROOF OF APRIL 13, 2007

  
	
  COLUMBIA, TENNESSEE
  38401

  	
   

  	
  COVIDIEN LTD.

  
	
  (931) 388-3003

  	
   

  	
  TSB 26721 BK

  
	
  SALES:

  	
  R. JOHNS 

  	
  516-731-2885

  	
   

  	
  Operator:

  	
  Ron

  
	
  / ETHER 7 / LIVE JOBS /
  C / COVIDIEN LTD 26721 BK

  	
   

  	
  New

  
						






 


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INITIAL THE APPROPRIATE SELECTION FOR THIS PROOF: OK AS IS  OK WITH CHANGES  MAKE CHANGES AND SEND ANOTHER PROOF