Exhibit 4.1


  
	 A-
 [  ]
 SHARES [  ] 
 INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
 NEW HAMPSHIRE THRIFT BANCSHARES, INC.
 Fixed Rate Cumulative Perpetual Preferred Stock, Series A
 Par Value $0.01 Per Share
 ($1,000 Liquidation Preference Per Share)
 ______________________________________
 President
 Countersigned and Registered
 Registrar and Transfer Company, as Transfer Agent and Registrar
 By: ____________________________________________________ 
 _________________________________________________
 Assistant Corporate Secretary 
 Dated: _________________
 This is to certify that _____________________________
 is the owner of 
 ___________
 (_______)
 fully paid and non-assessable 
 shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series A, par
value $0.01 per share and a liquidation preference 
 of $1,000 per
share, of the Corporation (the “Stock”), transferable 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 seal
of the Corporation and the signatures of its duly authorized officers.
 TRANSFER OF THIS 
 TRANSFER OF THIS 
 CERTIFICATE IS 
 CERTIFICATE IS 
 RESTRICTED.
SEE             
 RESTRICTED.
SEE             
 LEGEND ON REVERSE  
 LEGEND ON REVERSE  
 SIDE.
 SIDE.
 [SEAL]
 Exhibit 4.1
 [SPECIMEN]
 








 The Corporation will furnish without charge to each stockholder who so requests, the powers, designations, preferences
and relative participating, optional or special rights of each class of stock or series thereof of the Corporation and the qualifications, limitations or restrictions of such preferences and/or rights. Such request should be addressed in writing to
the Corporation or the Transfer Agent. 
 THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER OBLIGATIONS OF A BANK AND
ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. 
 THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN
EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS. EACH PURCHASER OF THE SECURITIES REPRESENTED BY THIS INSTRUMENT IS NOTIFIED THAT THE SELLER MAY BE RELYING ON THE
EXEMPTION FROM SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. ANY TRANSFEREE OF THE SECURITIES REPRESENTED BY THIS INSTRUMENT BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS
DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (2) AGREES THAT IT WILL NOT OFFER, SELL OR OTHERWISE TRANSFER THE SECURITIES REPRESENTED BY THIS INSTRUMENT EXCEPT (A) PURSUANT TO A REGISTRATION STATEMENT WHICH IS THEN EFFECTIVE UNDER THE
SECURITIES ACT, (B) FOR SO LONG AS THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) TO THE ISSUER OR (D) PURSUANT TO ANY OTHER
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS
LEGEND. 
 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 to applicable laws or regulations: 
  

							
		 	 TEN COM
  
	  	 -   as tenants in common
  
	  	 UNIF GIFT MIN ACT-
                             Custodian
                    
                                         
    (Minor)                             (Cust)
 under Uniform Gifts to Minors Act
                                      
                                         
                      (State)

		 	 TEN ENT
  
	  	 -   as tenants by the entireties
  
	  
		 	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(s), assign(s) and transfer(s) 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(es) 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 ________________ 
  

			
	  	 	  
	Signature	 	
		
	NOTICE:	 	The signature to this assignment must correspond with the name as written upon the face of this certificate in every particular, without alteration or enlargement or any change
whatever.


  

	
	SIGNATURE GUARANTEED
	
	  
	NOTICE: 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 Rule 17Ad-15 under the Securities Exchange Act of 1934.