Filed by Bowne Pure Compliance





Exhibit 4.1






	CERTIFICATE NO **PB-1**
SHARES
**83,586**
FIXED RATE COMULATIVE PERPTUAL PREFERED STOCK
SERIES B
(LIQUIDATION AMOUNT $1,000 PER SHARE)
INTEGRAL BANK CORPORATION
Incorporated under the laws of the state of Indiana
COPY
This certifies that THE UNITED STATES DEPARTMENT OF THE TREASURY
is the owner of Eighty-Three Thousand Five Hundred Eighty-Six(83,586)fully paid and nonassessable
share of Fixed Rate Cumulative Perpetual Preferred Stock, Series B(Liquidation amount $1,000 per
share), of Integra Bank Corporation, transferable only on the books of the corporation by the
holder hereof in person or by duly authorized Attorney upon the surrender of this Certificate
properly endorsed.
IN WITNESS WHEROF, the Corporation has caused this certificate to be signed by its duly authorized
officers this—— day of February, 2009
Chairman, President and Chief Executive Officer
Secretary



 


 









 











	THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER
OBLIGATIOINS OF A BANK ARE NOT INSURED BY THE FEDERAL, DEPOSIT INSURANCE CORPORATION OR ANY OTHER
COVERMENTAL AGENCY.
THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN UNDER THE SECURITIES ACT OF 1933 , AS
AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAW OF ANY STATE AND MAY NOT BE TRANSFERRED , SOLD
OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERE TO IS IN EFFECT UNDR
SUCH ACT AND APPLICABLE STATE SECURITIES LAW OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER
SUCH ACT OR SUCH LAWS BACH PURCHASER OF THE SECURITIES REPRESENTED BY THIS INSTRUMENT IS NOTIFIED
THAT THE SELLER MAY BE LAYING ON THE EXEMPTION FROM SECTION 5 OF THE SECURITIES ACT PROVIDED BY
RULE 144A THERE UNDERANY TRANSFEREE OF THE SECURITIES REPRESENTED BY THIS INSTRUMENT BY ITS
ACCEPTANCE BEFORE (1) REPRESENTS THAT 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 REGISTRATION STATEMENT WHICH IS
THEN EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS THE SECURITIES REPRESENTED BY THIS
INSTRUMENTS ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS
A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINE IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASE FOR
ITS OWN ACCOUNT OR FOR THE ACCOUNT OF AQUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT
THE TRANSFER IS BEING MADE IS RELIANCE ON RULE 144A , (C) TO THE ISSUER OR (D) PURSUANT TO ANY
OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUAREMENTS 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 LEGAND.
THIS INSTRUMENTS IS ISSUED SUBJECT TO THE RESTRICTIONS ON TRANSFER AND OTHER PROVISION OF
SECURITIES PURCHASE AGREEMENT BETWEEN THE ISSUER OF THESE SECURITIES AND THE INVESTER REFERED TO
THERE IN A COPY OF WHICH IS NOT A FILE WITH THE ISSUER. THE SECURITIES REPRESENTED BY THIS
INSTRUMENT MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH SAID AGREEMENT ANY
SALE OR OTHER TRANSFER NOT IN COMPLIANCE WITH SAID AGREEMENT WILL BE VOID.

CERTIFICATE
INTEGRA BANK CORPORATION
SHARES FIXED RATE COMULATIVE SEREES B
ISSUED TO THE UNITED STATES DEPARTMENT OF THE TRESURY
DATED
For Value Receive
 _____ 
here by sell, assign and transfer unto
 _____ 
Shares of the Fixed rate
Cumulative Prepetual Preferred Stock, Series B (Liquidation Amount $1,000 per share), represented
by the within Certificate, and do hereby irrevocably constitute and appoint—Attoreney to
transfer the said Shares on the books of the within named Corporation with full power of
substitution in the premises
dated—signature—In the presence of —

NOTICE: THE SIGNATURE OF THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITEN UPON THE FACE OF
THE CERTIFICATE, IN EVERY PARTICULAR WITHOUT ALTERATION OR ENLARGMENT OR ANY CHANGE WHATEVER