EXHIBIT 4.1


	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  NUMBER

  	
  AmeriServ
  Financial, Inc.

  	
  SHARES

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  COMMON
  STOCK

  	
  [AMERISERV
  LOGO HERE]

  	
   

  
	
   

  	
   

  	
  COMMON
  STOCK

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  INCORPORATED UNDER THE
  LAWS OF THE COMMONWEALTH OF PENNSYLVANIA

  	
  SEE REVERSE
  FOR IMPORTANT NOTICE ON TRANSFER RESTRICTIONS AND OTHER INFORMATION

  
	
   

  	
   

  	
   

  
	
   

  	
  PAR VALUE $2.50 PER
  SHARE

  	
  CUSIP
  03074-A102

  
	
   

  	
   

  	
   

  



 


 


This Certifies that


 


is the record holder of 


 


FULLY PAID AND NONASSESSABLE SHARES OF COMMON
STOCK OF


 


AMERISERV FINANCIAL, INC.


 


transferable 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.  This certificate is not valid unless countersigned and registered
by the Transfer Agent and Registrar.


 


Witness the facsimile seal of the Corporation and the
facsimile signatures of its duly authorized officers.


 


 


 


Dated:


 


 


                                                                                [SEAL]


 


	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  CORPORATE SECRETARY

  	
  CHIEF
  FINANCIAL OFFICER

  
	
   

  	
   

  
	
   

  
	
  AMERISERV FINANCIAL, INC.

  



 


 

















 


                THIS
CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS
SET FORTH IN THE RIGHTS AGREEMENT BETWEEN AMERISERV FINANCIAL, INC. (THE
SUCCESSOR NAME OF USBANCORP, INC. (THE “COMPANY”) AND FLEET NATIONAL BANK, AS
RIGHTS AGENT (THE “RIGHTS AGENT”), DATED AS OF FEBRUARY 24, 1995 (THE “RIGHTS AGREEMENT”),
THE TERMS OF WHICH ARE HEREIN INCORPORATED HEREIN BY REFERENCE AND A COPY OF
WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANY.  UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN
THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY THIS CERTIFICATE.  THE COMPANY OR THE RIGHTS AGENT WILL MAIL TO
THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT, AS IN EFFECT ON
THE DATE OF MAILING WITHOUT CHARGE PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST
THEREFOR.  UNDER CERTAIN CIRCUMSTANCES
SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY ADVERSE
PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE
RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY
ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID.


 


                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)

  
	
   

  	
   

  	
   

  	
  UNIF TRF MIN ACT

  	
  -

  	
   

  	
  Custodian (Unit age

  	
   

  	
  )

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  (Cust)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  under Uniform Transfers

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  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 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

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  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.

  
	
  In
  Presence of

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  THE SIGNATURE(S) SHOULD 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.

  	
   

  	
   

  
					



 


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.