EX-4.1






Exhibit 4.1




PARKVALE FINANCIAL CORPORATION

A Pennsylvania Corporation




Fixed Rate Cumulative Perpetual Preferred Stock, Series A

Par Value $1.00 Per Share, Liquidation Preference $1,000 Per Share — fully paid and non-assessable



This certifies that                                                              is the registered owner of
                     fully-paid and non-assessable shares of Fixed Rate Cumulative Perpetual Preferred Stock,
Series A, par value $1.00 per share, liquidation preference $1,000 per share, of Parkvale Financial
Corporation, Monroeville, Pennsylvania, a corporation organized under the laws of the Commonwealth
of Pennsylvania.



The shares evidenced by this Certificate are transferable in person or by a duly authorized
attorney or legal representative, upon surrender of this Certificate properly endorsed.



This Certificate and the shares represented hereby are subject to all
of the provisions of the Articles of Incorporation

and Bylaws of the Corporation and any and all amendments thereto.



IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
executed by the signatures of its duly authorized officers.




Date:




	 	 	 
	 

	 	 
	Deborah M. Cardillo

	 	Robert J. McCarthy, Jr.
	Corporate Secretary

	 	President and Chief Executive Officer






SEE LEGENDS ON THE REVERSE SIDE




 









 




The Corporation is authorized to issue more than one class of
stock, including a class of preferred stock which may be issued in
one or more series. The Corporation will furnish to any
stockholder, upon written request and without charge, a full
statement of the designations, preferences, limitations and
relative rights of the shares of each class authorized to be
issued and, with respect to the issuance of any preferred stock to
be issued in series, the relative rights and preferences between
the shares of each series so far as the rights and preferences
have been fixed and determined and the authority of the Board of
Directors to fix and determine the relative rights and preferences
of subsequent series.



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.