exv4w1






Exhibit 4.1








	BAMPTONRQADS
BANKSBARES




	HAMPTON ROADS BANKSHARES, INC.




	CUSIP 409321 10 6
COMMON STOCK            INCQRPOj1ATED UNDER THE LAWS OF THE STATE OF VIRGINIA            SEE REVERSE FOR CERTAN DEFINTIONS




	FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, $0.01 PAR YALUE PER SHARE, OF




	HAMPTON ROADS BANKSHARES, INC.




	Transferable on the books of the Corporation in person or by duly authorized attorney upon
surrender of the Certificate properly endorsed. This Certificate is not valid unless 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:




	CORPORATE SECRETARY PRESIDENT AND CHIEF EXECUTIVE OFFICER




	COUNTERSIGNED AND REGISTERED:
REGESTRAR AND TRANSFER COMPANY




	TRANSFER AGENT AND REGISTRAR




	AUTHORIZED SIGNATURE



















 





HAMPTON ROADS BANKSHARES, INC.




     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, 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) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (Banks, Stockbrokers,
Savings and Loan Association and Credit Unions) WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE
MEDALLION PROGRAM. PURSUANT TO S.E.C. RULE 17Ad-15.	 	 





KEEP THIS
CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN OR DESTROYED THE CORPORATION WILL
REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE, ISSUANCE OF A REPLACEMENT CERTIFICATE.