SUBORDINATED NOTE

EXHIBIT 4.1

FIRST NATIONAL COMMUNITY BANCORP, INC.

DUNMORE, PA 18512

9% FIXED RATE

SUBORDINATED NOTE

ISSUED IN DENOMINATIONS OF $100,000 AND

   INTEGRAL MULTIPLES OF $100,000 IN EXCESS THEREOF

(hereinafter referred to as “Lender”)

in the amount of $                                                                       (hereinafter referred to as Principal Amount”), First National Community Bancorp, Inc. (hereinafter referred to as “Borrower”) promises to pay to Lender or Lender’s order at the address listed above the Principal Amount with interest fixed at 9% per annum in accordance with the terms and conditions set forth in this promissory note (hereinafter referred to as the “Note”).

THIS NOTE IS NOT A SAVINGS ACCOUNT OR DEPOSIT OF ANY BANK OR OTHER INSURED DEPOSITORY INSTITUTION, AND IT IS NOT INSURED BY THE UNITED STATES OR ANY AGENCY OR FUND OF THE UNITED STATES, INCLUDING THE FEDERAL DEPOSIT INSURANCE CORPORATION. THIS NOTE IS NOT GUARANTEED UNDER THE FEDERAL DEPOSIT INSURANCE CORPORATION’S TEMPORARY LIQUIDITY GUARANTEE PROGRAM.

THE NOTE IS INELIGIBLE AS COLLATERAL FOR ANY LOAN OR OTHER EXTENSION OF CREDIT BY THE COMPANY OR ANY OF ITS SUBSIDIARIES. THIS NOTE IS UNSECURED.

Principal Amount Due. The Principal Amount is due September 1, 2019 and shall be paid in accordance with the terms and conditions set forth herein.

Interest Only for Five Years. Notwithstanding any provision to the contrary in this Note, the Lender is only entitled to, and Borrower is only obligated to pay, interest on the Principal Amount for the five years commencing September 1, 2009 through to, and including, August 31, 2014.

Interest Calculation. The interest is a fixed rate of 9% per annum and the interest due and payable on the Principal Amount shall be calculated on the basis of a 360 day year.

Timing of Payment of Interest. Interest will be payable quarterly commencing December 1, 2009 and first day of every third month thereafter, i.e. March 1, June 1 and September 1, provided that if such day is not a business day or is a holiday on which banking institutions are required to be closed, the interest due shall be paid on the next succeeding business day (hereinafter referred to as “Interest Payment”).

Timing of Repayment of Principal Amount. On September 1, 2015, the Borrower also shall pay to Lender 20% of the Principal Amount and shall pay another 20% each of the Principal Amount on September 1, 2016, September 1, 2017, September 1, 2018 and September 1, 2019 at which time the Note shall mature (each a “Principal Repayment”).

Option to Defer Interest Payment and Principal Repayment. If the Borrower determines that it does not have sufficient funds to make, or is otherwise prohibited by law or regulatory order from making, a required Interest Payment or Principal Repayment, or both, it may elect, in its sole discretion, to defer such payments (each, a “Deferral”). Within five business days of making any determination to elect to exercise this option, the Borrower shall notify the Lender in writing or by electronic mail to the addresses shown herein that it intends to, or has exercised, a Deferral and for which period the Deferral is being made. There shall be no limit as to the number of times or the number consecutive times which the Borrower may exercise this option and Lender shall cause Borrower to suffer no penalty as a result thereof, including a irrevocable waiver to seek any remedy which otherwise might be available at law or in equity.

Option to Make a Pro Rata Partial Payment. Notwithstanding any provision to the contrary in this Note, ifthe Borrower determines that it does not have sufficient funds to make, or is otherwise prohibited by law or regulatory order from making, a required Interest Payment or Principal Repayment, or both, it may elect, in its sole discretion, to make a partial payment of the Interest Payment or Principal Repayment, or both, on a pro rata basis (each, a “Pro Rata Payment”). Within five business days of making any determination to elect to exercise this option, the Borrower shall notify the Lender in writing or by electronic mail to the addresses shown herein that it intends to, or has exercised, a Pro Rata Payment and for which period the Pro Rata Payment is being made. There shall be no limit as to the number of times or the number consecutive times which the Borrower may exercise this option and Lender shall cause Borrower to suffer no penalty as a result thereof, including a irrevocable waiver to seek any remedy which otherwise might be available at law or in equity.

Deferred or Partial Interest Payments or Principal Repayments are Cumulative. If the Borrower determines to make a Deferral or a Pro Rata Payment in accordance with the terms and conditions of this Note, the amounts remaining unpaid shall accrue and continue to be a liability of the Borrower (the “Accrued Amounts”). In such case, all

calculations under this Note which would be affected by such Deferral or Pro Rata Payment shall be re-calculated to take into consideration each such Deferral or Pro Rata Payment and such re-calculations shall occur upon each subsequent Deferral or Pro Rata Payment. However, under no circumstances is Borrower liable to Lender to pay any interest on the Accrued Amounts.

No Redemption Right. The holder of the Note has no right to require the Borrower to redeem the Note. The Borrower, however, in its sole discretion and subject to receipt of any and all required regulatory approvals, may redeem without penalty the Notes as a whole or at any time or in part from time to time upon payment of the outstanding Principal Amount and any Accrued Amount.

Debt is Not an Insured Bank Deposit. Lender expressly acknowledges that repayment of principal and interest on the Principal Amount is not a deposit of First National Community Bank (hereinafter referred to as “FCNB”) covered by deposit insurance provided by the Federal Deposit Insurance Corporation.

Lender has no Secured Interest. Lender expressly acknowledges that the debt represented by this Note is not secured by any interest in personal or real property owned or under the control of Borrower or FNCB.

Junior to Senior Debt. This Note shall rank junior in right of payment to any of the Borrower’s senior indebtedness (“Senior Indebtedness”). Senior Indebtedness includes the principal of, premium, if any, interest thereon and any other payment pursuant to any of the following whether outstanding on the Issue Date or incurred by the Borrower in the future: