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|       |  |            
|------ |  | -----------
|NUMBER |  | Exhibit 4.1

|                                    |  | 
|----------------------------------- |  | 
|See Reverse for certain
definitions

INCORPORATED UNDER THE LAWS OF THE STATE OF NEW
JERSEY

## 1ST CONSTITUTION BANCORP



| |                                                  |                    
| | ------------------------------------------------ | -------------------
| | TOTAL AUTHORIZED
ISSUE                           | See Reverse for    
| | 10,000,000 SHARES WITHOUT PAR VALUE
COMMON STOCK | Certain Definitions











This is to Certify
that__________________________________________________________is
the owner of

______________________________________________________________________________ fully paid and
non-assessable shares of the above Corporation transferrable only on
the books of the Corporation by the holder hereof in person or by
duly authorized Attorney upon surrender of this Certificate properly
endorsed.Witness, the seal of the Corporation and the signatures of its
duly authorized officers.Dated



|          |  |          
|--------- |  | ---------
|SECRETARY |  | PRESIDENT



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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

......................                                            (Cust)

                           (Minor)
|TEN ENT |  |  as tenants by the
        entireties                                             |  | under Uniform Gifts to Minors Act

....................                                                            (State)                                       
|       
|JT TEN  |  |  as joint tenants with right of
        survivorship and not as 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

IDENTIFYING NUMBER OF ASSIGNEE




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(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS
INCLUDING POSTAL ZIP CODE OF ASSIGNEE)




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Shares


represented by the within Certificate, and
do hereby irrevocably constitute and appoint


Attorney


to transfer the said Shares on the books of
the within named Corporation with full power of substitution in
the premises.


Dated

In
presence of




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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.