Exhibit 4.1


 


	 	 	

                                                                                

	 	Client
    Name	250
    Royall Street, Suite V
	 	Logo	Canton
    MA 02021
	 	 	Information
    Agent:
	 	 	[Info
    Agent]
	 	 	Telephone
    [#}


 


MR
A SAMPLE


DESIGNATION
(IF ANY)


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C
1234567890


 





 


	 	Account:
    	12345678901234
	 	Subscription
    Rights:	12345678901234


 


	THE
    FIRST UNITED CORPORATION SUBSCRIPTION RIGHTS CERTIFICATE FOR COMMON SHARES


 


OFFER
EXPIRES AT 5:00 P.M., EASTERN TIME, ON [•],
20[•] (“Expiration Date”)


 


TO
EXERCISE YOUR RIGHTS, YOU MUST COMPLETE BOTH SIDES OF THE CARD.


 


As
the registered owner of the Subscription Certificate you are entitled to subscribe for the number of shares of common stock (the
"Common Shares") of First United Corporation (the “Company”) pursuant to the Basic Subscription Privilege
and upon the terms and conditions and at the Subscription Price for each Common Share specified in the Prospectus relating thereto.
The Rights represented hereby include the Over-Subscription Privilege for Rights holders, as described in the Prospectus. Under
the Over-Subscription Privilege, additional Common Shares may be purchased by a Rights holder if such shares are available and
the holder's Basic Subscription Privileges have been fully exercised to the extent possible. The Board of Directors has the right
in its absolute discretion to eliminate the Over-Subscription Privilege with respect to the over-subscription shares if it considers
it to be in the best interest of the Company to do so. The Board of Directors may make that determination at any time, without
prior notice to Rights holders or others, up to and including the fifth (5th) day following the Expiration Date.


 


Registered
owners of the Common Shares will receive their basic and over-subscription shares via an uncertificated share credit to their
existing accounts. Confirmation statements for primary and over-subscription share subscriptions reflecting uncertificated share
credits will be delivered as soon as practicable after the Expiration Date and after all over-subscription allocations have been
effected.


 


THE
SUBSCRIPTION RIGHT IS NOT TRANSFERABLE


 


Payment
must be in United States dollars, whereby only checks drawn on a bank located in the continental United States and made payable
to Computershare will be accepted, except that holders of Rights who are residents of Canada may make payment in United States
dollars by check drawn on a bank located in Canada. Please reference your rights card control number on your check.


 


The
registered owner of this Subscription Certificate named above is entitled to the number of Rights shown below to subscribe for
Common Shares of the Company, in the ratio of one (1) Common Share for each eight (8) Rights, pursuant to the Basic Subscription
Privilege and upon the terms and conditions and at the price for each Common Share specified in the Prospectus relating thereto.
The Rights represented hereby include the Over-Subscription Privilege for Record Date Shareholders only, as described in the Prospectus.
Under this Over-Subscription Privilege, additional Common Shares may be purchased by a Record Date Shareholder if such Common
Shares are available, and the owner's Basic Subscription Privileges have been fully exercised to the extent possible and the pro
rata allocation requirements have been satisfied. Registered owners of the Common Shares will receive their basic and over-subscription
shares via an uncertificated share credit to their existing accounts. Any refund in connection with an over-subscription will
be delivered as soon as practicable after the Expiration Date and after all over-subscription allocations, if any, have been effected.
The Subscription Certificate may not be transferred. To subscribe pursuant to the Basic Subscription Privilege, eight (8) Rights
and the Subscription Price are required for each Common Share. To subscribe for additional Common Shares pursuant to the Over-Subscription
Privilege, the Subscription Price is required for each Common Share, subject to the terms of the Over-Subscription Privilege as
described in the Prospectus Supplement. Payment of $[•] per whole Common Share must accompany the Subscription Certificate.


 


For
a more complete description of the terms and conditions of this Rights Offering, please refer to the First United Corporation
Prospectus. Additional copies of the Prospectus are available upon request from the information agent, Georgeson LLC, at (800)
561-2871. You are encouraged to contact Georgeson LLC if you have any questions concerning this Rights Offering.


 


	Holder
    ID	COY	Class	Rights
    Qty Issued	Rights
    Cert #
	123456789	GAB	Subscription
    Rights	XXX.XXXXXX	12345678


 


	Signature
    of Owner and U.S. Person for Tax Certification	 	Signature
    of Co-Owner (if more than one registered holder listed)	 	 Date
    (mm/dd/yyyy



 


	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 

















 





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To
subscribe for your basic shares please complete line "A" on the card below. To subscribe for any over-subscription shares
please complete line "B" below.


 


Please
Note: Only Record Date Shareholders who have exercised their Basic Subscription Privilege in full may apply for shares pursuant
to the Over-Subscription Privilege.


 


Payment
of Shares: Full payment for both the basic and over-subscription shares must accompany this subscription. Please reference
your rights card control number on your check.


 


If
the aggregate Subscription Price paid by a Record Date Shareholder is insufficient to purchase the number of Common
Shares that the holder indicates are being subscribed for, or if a Record Date Shareholder does not specify the number
of Common Shares to be purchased, then the Record Date Shareholder will be deemed to have
exercised first, the Basic Subscription Privilege (if not already fully exercised) and second, the Over-Subscription Privilege
to purchase Common Shares to the full extent of the payment rendered. If the aggregate Subscription
Price paid by a Record Date Shareholder exceeds the amount necessary to purchase the number of Common
Shares for which the Record Date Shareholder has indicted an intention to subscribe, then the Record Date Shareholder will
be deemed to have exercised first, the Basic Subscription Privilege (if not already fully exercised) and second, the Over-Subscription
Privilege to the full extent of the excess payment tendered.


 


FOR
A MORE COMPLETE DESCRIPTION OF THE TERMS AND CONDITIONS OF THIS RIGHTS OFFERING, PLEASE REFER TO THE FIRST UNITED CORPORATION
PROSPECTUS, WHICH IS INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM THE INFORMATION
AGENT BY CALLING TOLL-FREE AT (800) 561-2871.


 


Please
complete all applicable information and return to the Subscription Agent:


 


COMPUTERSHARE,
INC.


 


	By
    First Class Mail:	By
    Registered, Certified or Express Mail, or Overnight Courier:
	Computershare	Computershare
	c/o Voluntary
    Corporate Actions	c/o Voluntary
    Corporate Actions
	P.O. Box 43011	250 Royall Street
	Providence, RI
     02940-3011	Suite V
	 	Canton, MA 02021


 


A.
Exercise of Basic Subscription Privileges (8 Rights = 1 share)


 


	 	X	$[•]
    per share 	=	$	 
	(no. of shares)	 	(Subscription Price)	 	(Cost for Basic	 
	 	 	 	 	Subscription Shares payable in	 
	 	 	 	 	United States Dollars)	 


 


B.
Exercise Over-Subscription Privilege*


 


	 	x	$[•]
    per share	=	$_______________________	 
	(no. of shares)	 	(Subscription Price)	 	(Cost for Over-	 
	 	 	 	 	Subscription Shares	 
	 	 	 	 	payable in United	 
	 	 	 	 	States Dollars)	 


 


	* The
    Over-Subscription Privilege may only be exercised if the Basic Subscription Privilege is exercised in full, and may only be
    exercised by Record Date Shareholders, as described in the Prospectus. Over-subscriptions may not be accepted by the Company
    and are subject to pro rata reductions.	 


 


	C. Total Amount Enclosed:	=	$__________________________	 	In the case of
    joint registered holders, each person must sign this Form of Exercise in accordance with the foregoing. If you sign this Form
    of Exercise in your capacity as a trustee, executor, administrator, guardian, attorney-in-fact, agent, officer of a corporation
    or other fiduciary or representative, you must indicate the capacity in which you are signing when you sign and, if requested
    by the Subscription Agent in its sole and absolute discretion, you must present to the Subscription Agent satisfactory evidence
    of your authority to sign in that capacity.
	 	 	(Cost for Total	 
	(Please sign and date front of form.)	 	Subscription Shares 	 
	 	 	payable in United	 
	 	 	States Dollars)	 


 


	TO
    SUBSCRIBE: I acknowledge that I have received the Prospectus for the Rights Offering and I hereby irrevocably subscribe
    for the number of Common Shares indicated as the total of A and B hereon upon the terms and conditions specified in the Prospectus
    and incorporated by reference herein, receipt of which is acknowledged. I hereby agree that if I fail to pay in full for the
    Common Shares for which I have subscribed, the Company may exercise any of the remedies provided for herein or in the Prospectus.	 


 


DELIVERY
OF THIS FORM OF EXERCISE TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY.