Exhibit 4.1


 




	
  

  	
   

  	
  

  	
   

  	
  

  
	
  VIST FINANCIAL CORP.

  
	
  INCORPORATED UNDER THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SERIES A PREFERRED STOCK

  	
   

  	
   

  	
   

  	
  SERIES A PREFERRED STOCK

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  THIS CERTIFIES that

  	
   

  	
   

  	
   

  	
  SEE REVERSE FOR

  CERTAIN DEFINITIONS

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  is the owner of

  	
   

  	
   

  	
   

  	
   

  






 


FULLY PAID AND NON-ASSESSABLE SHARES OF FIXED RATE CUMULATIVE PERPETUAL
PREFERRED STOCK, SERIES A, $.01 PAR VALUE, PER SHARE OF


 


VIST FINANCIAL CORP.


 


transferable
on the books of the Company by the holder hereof in person or by duly
authorized attorney upon surrender of this certificate properly endorsed.


 


This certificate is not
valid until countersigned and registered by the Transfer Agent and Registrar.


 


Witness the facsimile seal
of the Company and the facsimile signatures of its duly authorized officers.


 


CERTIFICATE
OF STOCK


 


	
  Dated:

  	
   

  	
  

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  

  	
   

  	
   

  	
  

  
	
  SECRETARY

  	
   

  	
   

  	
  PRESIDENT AND
  CHIEF EXECUTIVE OFFICER

  



 


COUNTERSIGNED AND REGISTERED:


AMERICAN
STOCK TRANSFER & TRUST COMPANY, LLC


(NEW
YORK, NY)


TRANSFER
AGENT


AND
REGISTRAR


BY


AUTHORIZED
SIGNATURE


 




	
  AMERICAN
  BANK NOTE COMPANY

  	
   

  	
  PRODUCTION
  COORDINATOR: DENISE LITTLE 931-490-1706

  
	
  711 ARMSTRONG LANE

  	
   

  	
  PROOF
  OF DECEMBER 10, 2008

  
	
  COLUMBIA, TENNESSEE 38401

  	
   

  	
  VIST FINANCIAL CORP.

  
	
  (931) 388-3003

  	
   

  	
  TSB 31623 FC

  
	
  SALES:
     C. SHARKEY 302-731-7088

  	
   

  	
  Operator:
  BA

  
	
  /
  ETHER 7 / LIVE JOBS / V / 31623 VIST FC

  	
   

  	
  NEW

  






 


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     OK AS IS      OK WITH
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Colors
Selected for Printing: Logo prints Black. Intaglio prints in SC-13 Red.


 


COLOR: This
proof was printed from a digital file or artwork on a graphics quality, color
laser printer. It is a good representation of the color as it will appear on
the final product. However, it is not an exact color rendition, and the final
printed product may appear slightly different from the proof due to the
difference between the dyes and printing ink.


 


©  SECURITY-COLUMBIAN    UNITED
STATES BANKNOTE COMPANY    1960


 

















 


VIST FINANCIAL CORP.


 


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 EACH PERSON TO WHOM THE SECURITIES REPRESENTED BY THIS INSTRUMENTARE
TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.


 


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

  	
   

  	
  UNIF
  GIFT MIN ACT– 

  	
                 Custodian               

  
	
  TEN ENT

  	
  –
  

  	
   as tenants by the
  entireties

  	
   

  	
   

  	
     (Cust)                    (Minor)

  
	
  JT TEN

  	
  –
  

  	
   as joint tenants with
  right of

  	
   

  	
   

  	
  under Uniform Gifts to
  Minors

  
	
   

  	
   

  	
   survivorship and not
  as tenants 

  	
   

  	
   

  	
  Act

  
	
   

  	
   

  	
   in common

  	
   

  	
   

  	
                      (State)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  UNIF
  TRANS MIN ACT– 

  	
                 Custodian               

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
     (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 OF ASSIGNEE)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  shares

  
	
  of
  the preferred 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 Company with full
  power of substitution in the premises.

  
	
   

  
	
  Dated

  	
   

  	
   

  
					



 


	
   

  	
   

  
	
  NOTICE: 

  	
  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 BYAN ELIGIBLE GUARANTOR INSTITUTION
  (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
  MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO
  S.E.C. RULE 17Ad-15.

  



 




	
  AMERICAN
  BANK NOTE COMPANY

  711 ARMSTRONG LANE

  COLUMBIA, TENNESSEE 38401

  (931) 388-3003

  	
   

  	
  PRODUCTION COORDINATOR:
  DENISE LITTLE 931-490-1706

  PROOF OF DECEMBER 15,
  2008
 VIST
  FINANCIAL CORP.

  TSB 31623 BK

  
	
  SALES:  C. SHARKEY
  302-731-7088

  	
   

  	
  Operator:
  BA/AP

  
	
  /
  ETHER 7 / LIVE JOBS / V / 31623 VIST BK

  	
   

  	
  REV. 1

  






 


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