(FRONT)


FBU

THIS CERTIFICATE IS TRANSFERABLE IN
BOSTON, MA OR NEW YORK, NY

INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

SEE REVERSE FOR STATEMENTS RELATING TO RIGHTS, PREFERENCES, PRIVILEGES
AND RESTRICTIONS, IF ANY

CUSIP 69344F 10 6

This Certifies that   is the owner of

FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, $0.001 PAR VALUE, OF

PMC-SIERRA, INC.

transferable  on the books of the  Corporation by the holder hereof in person or
by  duly  authorized  Attorney  upon  surrender  of  this  certificate  properly
endorsed.  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

COUNTERSIGNED AND REGISTERED:
BankBoston, N.A.
TRANSFER AGENT AND REGISTRAR

BY


AUTHORIZED SIGNATURE




(BACK)

A   statement   of  the  powers,   designations,   preferences   and   relative,
participating, optional or other special rights of each class of stock or series
thereof and the qualifications,  limitations or restrictions of such preferences
and/or  rights  as  established,  from  time  to  time,  by the  Certificate  of
Incorporation  of the Corporation and by any certificate of  determination,  the
number of  shares  constituting  each  class and  series,  and the  designations
thereof, may be obtained by the holder hereof upon request and without charge at
the principal office of the Corporation.

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
        TEN ENT =       as tenants by the entireties
        JT TEN  =       as joint tenants with right of
                        survivorship and not as tenants
                        in common

                UNIF GIFT MIN ACT       =       .....................
Custodian .........................
                                 (Cust)
      (Minor)
                                under Uniform Gifts to Minors
                                Act
 ..............................................
                                                (State)
                UNIF TRF MIN ACT        =          ............... Custodian
(until age ..............)
                                 (Cust)
                           ...................... under Uniform Transfers
                                    (Minor)
                                to Minors Act
 .....................................
                                                     (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, INCLUDING ZIP CODE, 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 Corporation with
full power of substitution in the premises.
Dated


X
X
NOTICE:


THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS WRITTEN
UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR
ENLARGEMENT OR ANY CHANGE WHATEVER.


Signature(s) Guaranteed


By


THE SIGNATURE(S) MUST 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.