ex4.htm


    
      

      

    

    Form of Certificate for Fixed Rate
Cumulative                                                                                                                                                                                                                                                                                                                 
Exhibit 4.1

    Perpetual
Preferred Stock, Series A

    


    


    INCORPORATED
UNDER THE LAWS OF THE STATE OF

    


    INDIANA

    


    NUMBER                                                                                                                   
                                                                                                                                                                                                                                                        
  SHARES

       PA-                                                                                                                                                                                                                                                                                                                                                                                    
  _______

    


    


    COMMUNITY
BANK SHARES OF INDIANA, INC.

    Fixed
Rate Cumulative Perpetual Preferred Stock, Series A

    no
par value

    


    This Certifies that
______________________________  is the owner of _________ Shares of  FIXED RATE CUMULATIVE PERPETUAL
PREFERRED STOCK, SERIES A, each of the Capital Stock of 
Community Bank Shares of
Indiana, Inc., transferable only on the books of
the Corporation by the holder hereof in person or by Attorney upon surrender of
this Certificate properly endorsed.

    


    IN WITNESS WHEREOF, the said
Corporation has caused this Certificate to be signed by its duly authorized
officers and to be sealed with the Seal of the Corporation, this ___ day of
_____________, A.D. ______.

    


    


    __________________________________                                                                                                _________________________________

    PRESIDENT                                                                                                                                                      
  SECRETARY

    


    


    


    


    SHARES
_______ EACH

    


    UPON
REQUEST, THE CORPORATION WILL FURNISH TO ANY STOCKHOLDER WITHOUT CHARGE THE
DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS APPLICABLE TO EACH
CLASS OF STOCK AND THE VARIATIONS AND LIMITATIONS IN RIGHTS, PREFERENCES AND
LIMITATIONS DETERMINED FOR EACH SERIES AND THE AUTHORITY OF THE CORPORATION’S
BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES.

    


    © GOES
50.

        All
Rights Reserved.

    Legends
on Reverse Side of Certificate:

    


     

    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."