Specimen Class A Common Stock Certificate of Agere Systems Inc.

Summary

This document is a specimen certificate representing ownership of Class A Common Stock in Agere Systems Inc., a Delaware corporation. The certificate confirms that the holder owns fully paid and non-assessable shares, which are transferable upon proper endorsement and registration. The certificate is only valid when countersigned by the transfer agent and registrar, The Bank of New York. It also references a Rights Agreement that may grant additional rights to the holder under certain conditions. Shareholders may request information about the rights and preferences of the stock at no charge.

EX-4.1 4 y43120a2ex4-1.txt SPECIMEN CLASS A COMMON STOCK CERTIFICATE 1 Exhibit 4.1 TEMPORARY CERTIFICATE: EXCHANGEABLE FOR DEFINITIVE ENGRAVED CERTIFICATE WHEN AVAILABLE FOR DELIVERY Agere Systems Inc. (NUMBER) (SHARES) CLASS A COMMON STOCK THIS CERTIFICATE IS TRANSFERABLE INCORPORATED UNDER THE LAWS OF IN NEW YORK, NY THE STATE OF DELAWARE CUSIP 008454100 SEE REVERSE SIDE FOR CERTAIN DEFINITIONS THIS CERTIFIES THAT IS THE OWNER OF FULLY PAID AND NON-ASSESSABLE CLASS A COMMON SHARES, $.01 PAR VALUE, OF Agere Systems Inc. transferable on the records of the corporation in person or by duly authorized attorney upon surrender of this certificate properly endorsed. This certificate is not valid unless countersigned by a Transfer Agent and registered by a Registrar. WITNESS the seal of said corporation and the signatures of its duly authorized officers. DATED: Countersigned and Registered: THE BANK OF NEW YORK (Agere Systems Inc.) TRANSFER AGENT ( Corporate ) AND REGISTRAR ( SEAL ) or ( 2000 ) (SIGNATURE) (SIGNATURE) (SIGNATURE) ( DELAWARE ) AUTHORIZED SIGNATURE TREASURER CHAIRMAN OF THE BOARD 2 AGERE SYSTEMS INC. THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS A STATEMENT OF THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF OF THE CORPORATION AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. SUCH REQUEST MAY BE MADE TO THE TRANSFER AGENT. 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: Custodian TEN COM -- as tenants in common UNIF GIFT MIN ACT ------------------------ (Cust) (Minor) under Uniform Gifts to Minors TEN ENT -- as tenants by the entireties Act JT TEN -- as joint tenants with right ------------------------- of survivorship and not as (State) tenants in common 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 IDENTIFICATION NUMBER OF ASSIGNEE [ ] [ ] - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE, OF ASSIGNEE - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - ----------------------------------------------------------------------- Shares of the Common 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 Corporation with full power of substitution in the premises. Dated: ----------------------- By -------------------------------------------- THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOANS ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM) PURSUANT TO S.E.C. RULE 17 Ad-15. This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Agere Systems Inc. and The Bank of New York (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Agere Systems Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Agere Systems Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights issued to any Person who becomes an Acquiring Person (as defined in the Rights Agreement) may become null and void. 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.