hb_8k1219ex41.htm


    
      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

                A-1

              	
                HORIZON
      BANCORP

                Incorporated
      Under the Laws of the State of Indiana

              	
                25,000

                Shares

                 

              


      

      
 

      
        	
                This
      Certifies That

              	
                United
      States Department of the Treasury

              	 
      
	 
      	 
      	 
      
	
                is
      the registered owner of

              	
                Twenty-Five
      Thousand (25,000)

              	 
      
	 
      	 
      	 
      


      

      


      FULLY
PAID AND NONASSESSABLE SHARES OF THE FIXED RATE CUMULATIVE PERPETUAL PREFERRED
STOCK, SERIES A, $ .01 PAR VALUE, OF

      


      Horizon
Bancorp 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.

      


      


      
        	 
      


      

      


       

      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.