Exhibit 4.1


 




	
  NUMBER

  	
   

  	
   

  	
   

  	
  SHARES

  
	
  A-1

  	
   

  	
   

  	
   

  	
  *** 57,000 ***

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  MAINSOURCE FINANCIAL GROUP, INC.

  	
   

  	
   

  
	
   

  	
   

  	
  Incorporated under the laws of the State of Indiana

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fixed Rate cumulative perPetual preferred
  stock, series a

  
	
   

  
	
  This
  certifies that the UNITED STATES DEPARTMENT OF THE TREASURY is the registered
  owner of fifty-seven thousand (57,000) fully paid and non-assessable shares
  of Fixed Rate Cumulative Perpetual Preferred Stock, Series A, no par value
  and with a liquidation perference of $1,000 per share, of MainSource
  Financial Group, Inc., an Indiana corporation (the “Corporation”),
  transferable on the books of the Corporation by the holder hereof, or by a
  duly authorized legal representative or attorney-in-fact, upon surrender of
  this Certificate properly endorsed.

  
	
   

  
	
  Witness the signatures of the duly authorized officers of the
  Corporation.

  
	
   

  
	
  PREFERRED

  
	
   

  
	
  Dated: January 16, 2009

  
	
   

  
	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Archie M.
  Brown, Jr., President

  	
   

  	
   

  	
  James M.
  Anderson, Secretary

  
	
   

  	
   

  
	
   

  	
  TRAnsfer of this certificate is restricted.  See Legend on reverse side.

  
										






 




	
  SHares

  	
   

  	
  No Par Value

  	
   

  	
  EACH

  






 


© GOES 70


 

















 


CERTIFICATE


 


FOR


 


*** 57,000 ***


 


SHARES


 


OF THE


 


Preferred Stock


 


Fixed Rate Cumulative Perpetual, 


Series A, No Par Value


of


MAINSOURCE FINANCIAL GROUP, INC.


An Indiana Corporation


 


ISSUED TO


 


UNITED STATES DEPARTMENT


OF THE TREASURY


 


DATED


 


January 16, 2009


 


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.


 


For Value
Received,       hereby sell, assign and
transfer unto
                                                                                                  Shares of the Preferred Stock represented by
the within Certificate, and do hereby irrevocably constitute and appoint                                                                                      
to transfer the said Stock on the books of the within named Corporation with
full power of substitution in the premises.


 


	
  Dated

  	
   

  	
   

  	
   

  



 


	
         In Presence of

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


NOTICE. THE SIGNATURE OF 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.


 


A summary of the designations, relative rights, preferences and
limitations applicable to each class and series of shares of the Corporation,
and of the authority of the Board of Directors to determine variations in
rights, preferences, and limitations for future series of shares, will be
furnished in writing by the Corporation to any shareholder on request and
without charge.