Exhibit 4.2


 


Exhibit 4.2 Form of Senior
Preferred Stock Certificate


 


 




	
   

  	
   

  	
  SEE
  LEGEND(S) ON REVERSE SIDE

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A-1

  	
   

  	
  International Bancshares Corporation

  	
   

  	
  216,000

  
	
   

  	
   

  	
  INCORPORATED UNDER THE LAWS OF THE STATE OF TEXAS

  	
   

  	
   

  
	
   

  	
   

  	
  Fixed Rate Cumulative Perpetual Preferred Stock, Series A

  	
   

  	
   

  






 






 


THIS
CERTIFIES THAT United States Department of the
Treasury is the record holder of Two Hundred Sixteen Thousand (216,000) shares of the Fixed Rate Cumulative
Perpetual Preferred Stock, Series A, $0.01 par value, of International
Bancshares Corporation, a Texas corporation (the “Corporation”), transferable
only on the books of the Corporation in person or by attorney on surrender of
this Certificate properly endorsed.  The
designation, rights, privileges, restrictions, preferences and other terms and
provisions of the shares of Preferred Stock represented hereby shall in all
respects be subject to the provisions of the Articles of Incorporation of the
Corporation, as amended and as the same may be amended from time to time (the “Articles”),
including the designation of the terms of the Preferred Stock contained in the
Certificate of Designations filed December 22, 2008.  Upon receipt of this Certificate, the holder
is bound by the Articles and is entitled to the benefits thereunder.  A statement
of all of the rights, preferences, privileges and restrictions granted to or
imposed upon the respective classes and/or series of shares of stock of the
Corporation and upon the holders thereof is on file in the office of the Texas
Secretary of State and the Corporation will furnish a copy of such statement to
the record holder of this certificate without charge on written request to the
Corporation at its principal place of business or registered office.


 


WITNESS
the Seal of the Corporation and the signatures of its duly authorized officers
this 23rd day of December, 2008.


 


 


	
   

  	
   

  	
   

  
	
  Dennis
  E. Nixon, President

  	
   

  	
  Imelda
  Navarro, Treasurer

  



 

















 


FOR
VALUE RECEIVED                                                   HEREBY
SELL, ASSIGN, AND TRANSFER UNTO                                                SHARES
REPRESENTED BY THE WITHIN CERTIFICATE AND DO HEREBY IRREVOCABLY CONSTITUTE AND
APPOINT,                                                         ,
ATTORNEY TO TRANSFER THE SAID SHARES ON THE SHARE REGISTER OF THE WITHIN NAMED
CORPORATION WITH FULL POWER OF SUBSTITUTION IN THE PREMISES.


 


DATED                  ,
20     


 




	
  IN
  PRESENCE OF

  	
   

  	
   

  	
   

  
	
   

  	
  (Witness)

  	
   

  	
  (Stockholder)

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (Stockholder)

  






 


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.