Unassociated Document


    

      Exhibit
4.1

      


      


      


      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.

      


      
        	
                Certificate

                Number

                ______

              	
                1ST
      SOURCE CORPORATION

                Incorporated
      Under the Laws of the State of Indiana

              	
                __________

                Shares

                 

              
	 
      	
                See
      Reverse for Certain Definitions

              


      

      


      
        	
                This
      Certifies That

              	
                _____________________________________

              	 
      
	
                 

                is
      the registered owner of

              	
                _______________________________
      (___________)

              	 
      
	 
      	 
      	 
      


      

      


      FULLY
PAID AND NONASSESSABLE SHARES OF THE FIXED RATE CUMULATIVE PERPETUAL PREFERRED
STOCK, SERIES A, WITHOUT PAR VALUE AND WITH A LIQUIDATION PREFERENCE OF $1,000
PER SHARE, OF

      


      1st
Source Corporation transferable on the books of the Corporation in person or by
duly authorized attorney upon surrender of this certificate properly endorsed.
This certificate and the shares represented hereby are subject to the provisions
of the Articles of Incorporation, all amendments thereto, and the Bylaws of the
Corporation, and to the rights, preferences and voting powers of the Preferred
Stock of the Corporation now or hereafter outstanding; the terms of all such
provisions, rights, preferences and voting powers being incorporated herein by
reference.

      


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

      


      
        	
                DATED:
      _____________________________

              	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                President

              	 
      	
                Secretary

              


      

      


      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      


      A FULL
STATEMENT OF THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES, AND LIMITATIONS
APPLICABLE TO EACH CLASS OF SHARES AND THE VARIATIONS IN RIGHTS, PREFERENCES,
AND LIMITATIONS DETERMINED FOR EACH SERIES (AND THE AUTHORITY OF THE BOARD OF
DIRECTORS TO DETERMINE VARIATIONS OF FUTURE SERIES) OF SHARES THAT THE
CORPORATION IS AUTHORIZED TO ISSUE WILL BE FURNISHED, WITHOUT CHARGE, TO ANY
SHAREHOLDER UPON WRITTEN REQUEST TO THE SECRETARY OF THE
CORPORATION.

      


      


      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

              	 
      	 
      
	 
      	
                TEN
      ENT--     as tenants by the
      entireties

              	 
      	 
      
	 
      	
                JT
      TEN--    as joint tenants with rights of survivorship
      and not as tenants in common

              	 
      	 
      
	 
      	
                UNIF
      GIFT

              	 
      	 
      
	 
      	
                MIN

              	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
                ACT--

              	     	
                Custodian

              	     	
                 

              
	 
      	 
      	
                (Cust)

              	 
      	
                (Minor)

              	
                 

              
	 
      	 
      	 
      	 
      	 
      
	 
      	
                under
      Uniform Gift to Minors Act

              	 
      
	 
      	 	      	     	 
      
	 
      	
                (State)

              	 
      
	 
      	 
      	 
      
	 
      	 	        
      	
                 

              	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
                UNIF
      TRF MIN ACT  

              	      
      	
                Custodian
      (until age _____)  

              	      
      	 
      
	 
      	 
      	
                (Cust)

              	 
      	
                (Minor)

              	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
                under
      Uniform Transfers to Minors Act

              	 
      
	 	 	 
	 
      	 	     
      	
                 

              	 
      
	 
      	
                (State)

              	 
      


      

      


      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 IDENTIFYING NUMBER OF ASSIGNEE

      


      
        	 
      	 
	 
      	 
	
                (PLEASE
      PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF
      ASSIGNEE)

              	 
	 
      	 
	 
      	 
	 
      	 
	 
      	 
	 
      	 
	 
      	 
	
                 

              	
                 
      shares

              
	
                of
      the capital stock represented by the within 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:
      ___________20____

              	 


      

      


      
        	 
      	 
      
	 
      	
                Signature:

              
	 
      	 
      
	 
      	 
      
	 
      	
                Signature:

              


      

      


      


      
        	 
      	
                NOTE:
      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(S)
      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 SEC RULE 17Ad-15.