EXHIBIT 4.1



 Exhibit 4.1 
  

			
	COMMON STOCK	  	COMMON STOCK
	CERTIFICATE NO.     	  	     SHARES
		  	See reverse side for certain definitions
		  	CUSIP NO.             

 FOX CHASE BANCORP, INC. 
 ORGANIZED UNDER THE LAWS OF THE UNITED STATES 
 THIS CERTIFIES THAT: 
 [SPECIMEN] 
 is the owner of: 
 FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK $0.01 PAR VALUE 
 PER SHARE OF FOX CHASE BANCORP, INC. 
 The shares represented by this certificate are transferable
only on the stock transfer books of Fox Chase Bancorp, Inc. (the “Company”) by the holder of record hereof, or by his duly authorized attorney or legal representative, upon the surrender of this certificate properly endorsed. This
certificate and the shares represented hereby are issued and shall be held subject to all the provisions of the Charter of the Company and any amendments thereto (copies of which are on file with the Corporate Secretary of the Company), to all of
which provisions the holder by acceptance hereof, assents. This certificate is not valid until countersigned and registered by the Company’s Transfer Agent and Registrar. 
 The shares are not a deposit account and are not federally insured or guaranteed by the Federal Deposit Insurance Corporation. 
 IN WITNESS WHEREOF, FOX CHASE BANCORP, INC. has caused this Certificate to be executed by the facsimile signatures of its duly authorized officers
and has caused a facsimile of its corporate seal to be hereunto affixed. 
  

									
	Dated:	 		 	        [SEAL]	 		 	
					
		 	  
	 		 		 	  

		 	President and Chief Executive Officer	 		 		 	Corporate Secretary








 The shares represented by this certificate are subject to a limitation contained in the Company’s
Charter to the effect that for a period of five (5) years from the date of the initial issuance of securities in no event shall any person, other than Fox Chase MHC, directly or indirectly, offer to acquire or acquire the beneficial ownership
of more than 10% of the outstanding shares of common stock. Shares beneficially owned in excess of this limitation shall not be counted as shares entitled to vote and shall not be voted by any person or counted as voting shares. 
 The Board of Directors of the Company is authorized by resolution(s), from time to time adopted, to provide for the issuance of serial preferred stock in
series and to fix and state the voting powers, designations, preferences and relative, participating, optional, or other special rights of the shares of each such series and the qualifications, limitations and restrictions thereof. The Company will
furnish to any shareholder upon request and without charge a full description of each class of stock and any series thereof. 
 The shares
represented by this Certificate may not be cumulatively voted on any matter. 
 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 GIFTS MIN ACT -                 custodian
                    
		 		 	                                       
     (Cust)                         (Minor)
		 		 	under Uniform Gifts to Minors Act
                                
		 		 	                                       
                             (State)
			
	TEN ENT	 	- as tenants by the entireties	 	UNIF TRF MIN ACT -                 custodian (until age
    )
		 		 	                                       
   (Cust)
		 		 	                 under Uniform Transfers to Minors Act
                
	JT TEN	 	 - as joint tenants with right of
   survivorship and not as tenants
	 	  (Minor)                                    
                                  (State)
		 	  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 IDENTIFICATION NUMBER OF ASSIGNEE 
  
  

	
	  

	Please print or typewrite name and address including postal zip code of assignee.

                                       
               shares of the common stock represented by this 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 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.

  

			
	SIGNATURE GUARANTEED:	 	  

		 	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