Exhibit 4.1


 


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  NUMBER

  	
   

  	
  SHARES

  
	
   

  	
   

  	
   

  
	
  TEL

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  COMMON STOCK

  
	
   

  	
   

  	
  PAR VALUE $0.20

  
	
   

  	
   

  	
  INCORPORATED UNDER THE

  
	
   

  	
   

  	
  LAWS OF BERMUDA

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CUSIP G9144P 10 5

  
	
   

  	
   

  	
  PLEASE SEE REVERSE

  
	
   

  	
   

  	
  FOR CERTAIN DEFINITIONS

  
	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  [GRAPHIC]

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THIS CERTIFIES THAT

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  TYCO ELECTRONICS LTD.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  THIS CERTIFICATE IS TRANSFERABLE

  	
  IS THE OWNER OF

  	
   

  
	
  IN JERSEY CITY, NJ, NEW YORK, NY,

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

  
	
  PITTSBURGH, PA OR LONDON, ENGLAND

   

   

   

   

   

  Countersigned and Registered:

  MELLON INVESTOR SERVICES LLC

  Transfer Agent and Registrar

  	
  transferable only on the
  books of the corporation by the holder hereof in person or by attorney duly
  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.

  
	
   

  	
   

  
	
  By:

  	
  DATED

  	
   

  
	
   

  	
   

  	
   

  
						



 


	
   

  	
   

  	
  

  	
  

  	
  [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 11, 2007

  
	
  COLUMBIA, TENNESSEE 38401

  	
   

  	
  TYCO ELECTRONICS

  
	
  (931) 388-3003

  	
   

  	
  TSB 26020 FC

  
	
  SALES:

  	
  R. JOHNS 

  	
  516-731-2885

  	
   

  	
  Operator:                Ron/AP

  
	
  / ETHER 7 / LIVE JOBS /
  T / TYCO 26020 FC

  	
   

  	
  Rev. 9

  
					






 


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Colors Selected for Printing: Certificate prints in
4-color process. IMAGE “BLEEDS” OFF CERTIFICATE.


 


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.


 


NOTE:
TEXT RECEIVED BY MODEM OR E-MAIL IS NOT PROOFREAD WORD FOR WORD.


 

















 


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)

  
	
  JTTEN

  	
  –

  	
  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 BYAN 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 FEBRUARY 21,
  2007

  
	
  COLUMBIA, TENNESSEE 38401

  	
   

  	
  TYCO ELECTRONICS

  
	
  (931) 388-3003

  	
   

  	
  TSB 26020 BK

  
	
  SALES:

  	
  R. JOHNS 

  	
  516-731-2885

  	
   

  	
  Operator:                Ron

  
	
  / ETHER 7 / LIVE JOBS /
  T / TYCO 26020 BK

  	
   

  	
  Rev. 3

  
					






 


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