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                                                                     EXHIBIT 4.2

                         FIRST SOUTHERN BANCSHARES, INC.

                           CERTIFICATE OF DESIGNATION

                      OF THE PREFERENCES AND RIGHTS OF THE

                            SERIES B PREFERRED STOCK

                            PAR VALUE $0.01 PER SHARE

      The  undersigned  President  and Secretary of First  Southern  Bancshares,
Inc., a Delaware  corporation  (the  "Corporation"),  certify that,  pursuant to
Section 151 of the General  Corporation Law of the State of Delaware,  the Board
of Directors on July 30, 2001 duly adopted the  following  resolutions  creating
the Series B Preferred Stock of the Corporation:

      WHEREAS, Article VII.B. of the Corporation's Certificate of Incorporation,
as amended,  authorizes the issuance by the Corporation of one or more series of
preferred stock, par value $0.01 per share, by the Corporation.

      RESOLVED,  that pursuant to the authority  expressly granted to and vested
in the Board of Directors by the provisions of Article VII.B. of the Certificate
of  Incorporation  and the  Bylaws of the  Corporation,  the Board of  Directors
hereby  creates a series of  preferred  stock,  which  shall have the  following
rights, preferences, and limitations:

      1. Designation and Number of Shares.  The Corporation  shall be authorized
to issue Fifty Six Thousand (56,000) shares of preferred stock,  which is hereby
designated  as the  Series B  Preferred  Stock,  par value  $0.01 per share (the
"Series B Stock").

      2.    Dividends.

      (a) Prior to July 31,  2004,  the  holders of record of shares of Series B
Stock  shall be  entitled  to receive  dividends  thereon at a rate of $1.32 per
share per  annum,  payable  out of funds of the  Corporation  legally  available
therefor,  as and when declared by the Board of  Directors,  before any dividend
shall be declared, set apart for, or paid upon the common stock, par value $0.01
per share, of the Corporation (the "Common  Stock").  A holder of Series B Stock
may elect to receive such  dividends  payable in cash or in Common  Stock,  with
such shares of Common Stock valued at a price equal to 85% of the  Corporation's
Book Value Per Adjusted Share (as defined below) as of the calendar  quarter end
prior to the declaration of such dividends;  provided,  however,  that the total
number of shares of common stock  issued as dividends  for both the Series A and
Series B preferred stock and upon conversion of the Series B preferred stock may
not exceed  250,000  shares of common  stock  without the prior  approval of the
holders  of  common  stock.  "Book  Value  Per  Adjusted  Share"  means  (i) the
Corporation's (A) total assets, minus (B) total liabilities; divided by (ii) the
sum of (A) the outstanding shares of the Corporation's Series A preferred stock,
par value


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$0.01  per  share  (the  "Series  A  Stock")  multiplied  by four,  plus (B) the
outstanding  shares of Common Stock,  plus (C) any  additional  shares of Common
Stock  which  would be  outstanding  assuming  the  conversion  of the  Series B
preferred stock and any other  securities  convertible  into or exchangeable for
shares of Common Stock  issued by the  Corporation,  except for  employee  stock
options and stock bonuses in an amount up to 8% of total  outstanding  shares of
Common Stock. Book Value Per Adjusted Share shall be computed in accordance with
generally accepted accounting principles, consistently applied, as determined by
the independent accountants then engaged by the Corporation, whose determination
of Book Value Per Adjusted Share shall be binding and conclusive.

      (b) On and after July 31, 2004,  the holders of record of shares of Series
B Stock shall be entitled  to receive  dividends  thereon at $3.36 per share per
annum payable out of funds of the Corporation legally available therefor, as and
when declared by the Board of Directors,  before any dividend shall be declared,
set apart for,  or paid upon the Common  Stock of the  Corporation.  A holder of
Series B Stock may elect to receive such dividends  payable in cash or in Common
Stock of the  Corporation,  with such shares of Common  Stock  valued at a price
equal  to 85% of the  Corporation's  Book  Value  Per  Adjusted  Share as of the
calendar  quarter  end prior to the  declaration  of such  dividends;  provided,
however, that the total number of shares of common stock issued as dividends for
both the Series A and Series B preferred stock and upon conversion of the Series
B preferred  stock may not exceed  250,000  shares of common  stock  without the
prior approval of the holders of common stock.

      (c) The  dividends  on the Series B Stock shall be payable  semi-annually,
but only to the extent funds are legally  available and the  Corporation and its
wholly-owned  subsidiary  will  remain in  compliance  with  minimum  regulatory
capital  requirements  after the payment of such  dividends.  Dividends shall be
cumulative,  so that if the  Corporation  fails in any  fiscal  year to pay such
dividends on all of the issued and outstanding  Series B Stock,  such deficiency
in the dividends shall be fully paid, but without interest, before any dividends
shall be paid on or set apart for the common shares.

      (d) The  Corporation  shall not declare any cash  dividends  on the Common
Stock unless after the payment of such cash  dividends,  the Corporation and its
wholly owned subsidiaries will meet minimum regulatory capital requirements, and
the  directors  of the  Corporation  have a good faith  belief  that  sufficient
capital will remain after the dividend to meet the Corporation's  obligations to
redeem the Series B Stock in accordance with paragraph 6 hereof.

      3.    Liquidation Priority of Series B Stock.

      (a) The shares of Series B Stock shall rank equally with the shares of the
Series A Stock,  and shall be  preferred  over the  shares of the  Common  Stock
(including  in all cases  where such shares are  referred  to herein,  any other
shares  of  the  capital  stock  of  the  Corporation  into  which  they  may be
reclassified or changed) and any other capital stock of the Corporation  ranking
junior to the Series B Stock (the "Junior Stock") upon liquidation,  dissolution
or winding up of the Corporation, as to

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assets so that in the event of any liquidation, dissolution or winding up of the
Corporation,  whether voluntary or involuntary,  the holder of each share of the
Series B Stock shall be entitled to receive out of the assets of the Corporation
available for distribution to its stockholders, whether from capital, surplus or
earnings,  before  any  distribution  is made to holders of shares of the Junior
Stock,  an  amount  equal  to  $22.00  per  share of  Series  B Stock,  plus any
previously  accrued dividends  thereon to the date fixed for  distribution.  If,
upon any liquidation,  dissolution or winding up of the Corporation,  the assets
of the  Corporation,  or proceeds  thereof,  distributable  among the holders of
shares  of any  capital  stock  ranking  on a par with the  Series B Stock  upon
liquidation, dissolution or winding up of the Corporation, shall be insufficient
to pay in full the  preferential  amounts to which such stock would be entitled,
then the holders of shares of this Series B Stock and of such other  shares will
share  ratably  in  any  such  distribution  of  assets  of the  Corporation  in
proportion  to the  full  respective  preferential  amounts  to  which  they are
entitled.

      (b) In the event of any  liquidation,  dissolution  or  winding  up of the
Corporation,  the  Corporation  shall,  within  ten (10) days after the date the
Board of  Directors  approves  such  action,  or twenty  (20) days  prior to any
stockholders'  meeting called to approve such action,  or twenty (20) days after
the commencement of an involuntary  proceeding,  whichever is earlier, give each
holder  of  shares  of Series B Stock  initial  written  notice of the  proposed
action.  Such  initial  written  notice shall  describe  the material  terms and
conditions of such proposed action,  including a description of the stock,  cash
and  property  to be  received  by the  holders of shares of Series B Stock upon
consummation  of the proposed  action and the date of delivery  thereof.  If any
material  change in the facts set forth in the initial  notice shall occur,  the
Corporation  shall  promptly  give  written  notice to each  holder of shares of
Series B Stock of such material change.

      4. Conversion  Rights. The Series B Stock shall be convertible into common
stock of the Corporation as follows:

      (a) Conversion. Subject to and upon compliance with the provisions of this
paragraph  4, the holder of any shares of Series B Stock shall have the right at
such holder's  option,  at any time or from time to time, to convert any of such
shares of Series B Stock  into  fully  paid and  nonassessable  shares of common
stock of the  Corporation at the Conversion  Price (as  hereinafter  defined) in
effect  on  the  Conversion  Date  (as  hereinafter   defined)  upon  the  terms
hereinafter set forth.

      (b) Conversion Price. Each share of Series B Stock shall be converted into
a number of shares of common  stock  determined  by dividing  (i) the sum of (A)
$22.00 plus (B) any  dividends on such share of Series B Stock which such holder
is entitled to receive,  but has not yet received,  by (ii) the Conversion Price
in effect on the Conversion Date. The Conversion Price at which shares of common
stock shall  initially  be issuable  upon  conversion  of the shares of Series B
Stock shall be $5.50. The Conversion Price shall be subject to adjustment as set
forth  in this  paragraph  4. No  payment  or  adjustment  shall be made for any
dividends on the common stock issuable upon such conversion.


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      (c)  Mechanics of  Conversion.  The holder of any shares of Series B Stock
may exercise the conversion right specified in subparagraph 4(a) by surrendering
to the  Corporation or any transfer agent of the  Corporation the certificate or
certificates  for the shares to be  converted,  accompanied  by  written  notice
specifying the number of shares to be converted.  Conversion  shall be deemed to
have been effected on the date when delivery of notice of an election to convert
and  certificates  for shares is made and such date is referred to herein as the
"Conversion Date." Subject to the provisions of this paragraph 4, as promptly as
practicable  thereafter  (and after surrender of the certificate or certificates
representing  shares of Series B Stock to the  Corporation or any transfer agent
of the  Corporation),  the  Corporation  shall  issue and deliver to or upon the
written order of such holder a  certificate  or  certificates  for the number of
full shares of common stock to which such holder is entitled and a check or cash
with respect to any  fractional  interest in a share of common stock as provided
in this  paragraph 4. Subject to the  provisions of this paragraph 4, the person
in whose name the certificate or certificates  for common stock are to be issued
shall be deemed to have  become a holder of record of such  common  stock on the
applicable  Conversion  Date. Upon conversion of only a portion of the number of
shares  covered  by  a  certificate   representing  shares  of  Series  B  Stock
surrendered for conversion,  the Corporation  shall issue and deliver to or upon
the  written  order  of  the  holder  of  the  certificate  so  surrendered  for
conversion,  at the expense of the Corporation,  a new certificate  covering the
number of shares of Series B Stock  representing the unconverted  portion of the
certificate so surrendered.

      (d) Fractional Shares. No fractional shares of common stock or scrip shall
be issued upon conversion of shares of Series B Stock. If more than one share of
Series B Stock shall be  surrendered  for conversion at any one time by the same
holder,  the number of full  shares of common  stock  issuable  upon  conversion
thereof  shall be  computed  on the basis of the  aggregate  number of shares of
Series B Stock so surrendered.  Instead of any fractional shares of common stock
which would  otherwise  be issuable  upon  conversion  of any shares of Series B
Stock, the Corporation shall pay a cash adjustment in respect of such fractional
interest in an amount equal to (i) that fractional  interest  multiplied by (ii)
the sum of (A)  $22.00  plus (B) any  dividends  on such share of Series B Stock
which such holder is entitled to receive, but has not yet received.

      (e) Adjustment for Stock Splits and  Combinations.  If at any time or from
time to time  after the date  that the  first  share of Series B Stock is issued
(the  "Original  Issue  Date")  the  Corporation  effects a  subdivision  of the
outstanding  common stock without a  corresponding  subdivision  of the Series B
Stock, the Conversion Price in effect  immediately before that subdivision shall
be proportionately  decreased.  Conversely,  if at any time or from time to time
after the Original Issue Date the Corporation combines the outstanding shares of
common stock into a smaller number of shares without a corresponding combination
of the Series B Stock,  the Conversion  Price in effect  immediately  before the
combination  shall be  proportionately  increased.  Any  adjustment  under  this
paragraph  4(e) shall become  effective at the close of business on the date the
subdivision or combination becomes effective.

      (f) Adjustment for Reclassification,  Exchange and Substitution. If at any
time or from time to time  after the  Original  Issue  Date,  the  common  stock
issuable upon the conversion of the

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Series B Stock is changed  into the same or a different  number of shares of any
class or classes  of stock,  whether by  recapitalization,  reclassification  or
otherwise  (other than a subdivision  or combination of shares or stock dividend
or a  reorganization,  merger,  consolidation  or sale of  assets  provided  for
elsewhere in this  paragraph 4), in any such event each holder of Series B Stock
shall  then have the right to  convert  such  stock  into the kind and amount of
stock and other securities and property  receivable upon such  recapitalization,
reclassification  or other change by holders of the maximum  number of shares of
common stock into which such shares of Series B Stock could have been  converted
immediately  prior to such  recapitalization,  reclassification  or change,  all
subject to further  adjustment as provided  herein or with respect to such other
securities or property by the terms thereof.

      (g)  Reorganizations,  Mergers or  Consolidations.  If at any time or from
time to time after the Original Issue Date, there is a capital reorganization of
the common stock or the merger or  consolidation of the Corporation with or into
another  corporation  or  another  entity or person,  as a part of such  capital
reorganization,  provision  shall be made so that the  holders  of the  Series B
Stock shall  thereafter  be entitled to receive upon  conversion of the Series B
Stock  the  number of shares of stock or other  securities  or  property  of the
Corporation  to  which  a  holder  of the  number  of  shares  of  common  stock
deliverable   upon   conversion   would  have  been  entitled  on  such  capital
reorganization,  subject to adjustment in respect of such stock or securities by
the terms thereof. In any such case, appropriate adjustment shall be made in the
application  of the provisions of this paragraph 4 with respect to the rights of
the holders of Series B Stock after the capital  reorganization  to the end that
the provisions of this paragraph 4 (including adjustment of the Conversion Price
then in effect and the number of shares issuable upon conversion of the Series B
Stock)  shall be  applicable  after  that event and be as nearly  equivalent  as
practicable.

      (h)   Sale of Shares Below Conversion Price.

      (i) If at any time or from time to time after the Original  Issue Date and
prior to July 31, 2003,  the  Corporation  issues or sells,  or is deemed by the
express  provisions of this  paragraph  4(h) to have issued or sold,  Additional
Shares of Common  Stock (as  defined  below),  other than as a dividend or other
distribution on any class of stock,  and other than a subdivision or combination
of shares of common stock,  for an Effective  Price (as defined below) less than
the then  effective  Conversion  Price,  then and in each  such  case,  the then
existing Conversion Price shall be reduced, as of the opening of business on the
date of such issue or sale, to a price  determined by multiplying the Conversion
Price in effect  immediately  prior to such issuance or sale by a fraction equal
to:

      (1) the  numerator  of which  shall be (A) the  number of shares of common
stock deemed  outstanding (as defined below)  immediately prior to such issue or
sale,  plus (B) the  number  of  shares of  common  stock  which  the  Aggregate
Consideration  received  (as  defined  below) by the  Corporation  for the total
number of  Additional  Shares of Common Stock so issued  would  purchase at such
Conversion Price, and


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      (2) the denominator of which shall be the number of shares of common stock
deemed  outstanding (as defined below)  immediately  prior to such issue or sale
plus the total number of Additional Shares of Common Stock so issued.

      (ii) For the purposes of the preceding  sentence,  the number of shares of
common stock deemed to be outstanding as of a given date shall be the sum of (A)
the number of shares of common  stock  outstanding,  (B) the number of shares of
common stock into which the then  outstanding  shares of Series B Stock could be
converted if fully  converted on the day  immediately  preceding the given date,
and (C) the number of shares of common stock which could be obtained through the
exercise or conversion of all other rights,  options and convertible  securities
outstanding on the day immediately preceding the given date.

      (iii) For the  purpose  of  making  any  adjustment  required  under  this
paragraph 4(h), the aggregate  consideration received by the Corporation for any
issue or sale of securities (the "Aggregate Consideration") shall be defined as:
(A) to the extent it  consists  of cash,  be  computed at the net amount of cash
received by the  Corporation  after  deduction  of any  underwriting  or similar
commissions,  compensation or concessions  paid or allowed by the Corporation in
connection with such issue or sale but without deduction of any expenses payable
by the  Corporation,  (B) to the extent it consists of property other than cash,
be computed at the fair value of that  property as  determined  in good faith by
the Board, and (C) if Additional Shares of Common Stock,  Convertible Securities
(as defined below) or rights or options to purchase either  Additional Shares of
Common Stock or  Convertible  Securities  are issued or sold together with other
stock or securities or other assets of the Corporation for a consideration which
covers both,  be computed as the portion of the  consideration  so received that
may be reasonably  determined in good faith by the Board to be allocable to such
Additional Shares of Common Stock, Convertible Securities or rights or options.

      (iv) For the purpose of the adjustment required under this paragraph 4(h),
if the  Corporation  issues or sells (x) stock or other  securities  convertible
into,  Additional  Shares of Common Stock (such  convertible stock or securities
being herein referred to as  "Convertible  Securities") or (y) rights or options
for the purchase of Additional Shares of Common Stock or Convertible  Securities
and if the  Effective  Price of such  Additional  Shares of Common Stock is less
than the Conversion  Price, in each case the Corporation shall be deemed to have
issued at the time of the  issuance  of such  rights or options  or  Convertible
Securities the maximum number of Additional Shares of Common Stock issuable upon
exercise or  conversion  thereof and to have received as  consideration  for the
issuance  of  such  shares  an  amount   equal  to  the  total   amount  of  the
consideration,  if any,  received by the  Corporation  for the  issuance of such
rights or options or Convertible Securities plus:

      (1) in the  case of  such  rights  or  options,  the  minimum  amounts  of
consideration,  if any,  payable to the  Corporation  upon the  exercise of such
rights or options; and

      (2)  in the  case  of  Convertible  Securities,  the  minimum  amounts  of
consideration,  if any, payable to the Corporation  upon the conversion  thereof
(other than by cancellation of liabilities or

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obligations  evidenced by such  Convertible  Securities);  provided  that if the
minimum amounts of such consideration cannot be ascertained,  but are a function
of antidilution or similar protective  clauses,  the Corporation shall be deemed
to have received the minimum amounts of consideration  without reference to such
clauses.

      (3) If the minimum amount of consideration payable to the Corporation upon
the exercise or  conversion  of rights,  options or  Convertible  Securities  is
reduced over time or on the  occurrence or  non-occurrence  of specified  events
other than by reason of antidilution  adjustments,  the Effective Price shall be
recalculated  using the figure to which such minimum amount of  consideration is
reduced;  provided further,  that if the minimum amount of consideration payable
to the  Corporation  upon the exercise or conversion of such rights,  options or
Convertible Securities is subsequently  increased,  the Effective Price shall be
again recalculated  using the increased minimum amount of consideration  payable
to the  Corporation  upon the exercise or conversion of such rights,  options or
Convertible Securities.

      (4) No further  adjustment of the Conversion  Price,  as adjusted upon the
issuance of such rights, options or Convertible  Securities,  shall be made as a
result of the  actual  issuance  of  Additional  Shares  of Common  Stock or the
exercise of any such rights or options or the conversion of any such Convertible
Securities.   If  any  such  rights  or  options  or  the  conversion  privilege
represented by any such Convertible  Securities shall expire without having been
exercised,  the  Conversion  Price as adjusted upon the issuance of such rights,
options or Convertible  Securities  shall be readjusted to the Conversion  Price
which  would have been in effect had an  adjustment  been made on the basis that
the only Additional  Shares of Common Stock so issued were the Additional Shares
of Common Stock, if any,  actually issued or sold on the exercise of such rights
or options or rights of  conversion  of such  Convertible  Securities,  and such
Additional  Shares  of  Common  Stock,  if any,  were  issued  or  sold  for the
consideration actually received by the Corporation upon such exercise,  plus the
consideration,  if any, actually received by the Corporation for the granting of
all such rights or options,  whether or not  exercised,  plus the  consideration
received for issuing or selling the Convertible  Securities  actually converted,
plus the consideration, if any, actually received by the Corporation (other than
by  cancellation  of liabilities or  obligations  evidenced by such  Convertible
Securities) on the conversion of such Convertible Securities, provided that such
readjustment shall not apply to prior conversions of the Series B Stock.

      (v) For the purpose of making any  adjustment to the  Conversion  Price of
the Series B Stock  required under this paragraph  4(h),  "Additional  Shares of
Common Stock" shall mean all shares of common stock issued by the Corporation or
deemed to be issued pursuant to this paragraph 4(h) (including  shares of common
stock subsequently reacquired or retired by the Corporation), other than:

      (1) shares of common stock issued upon conversion of the Series B Stock or
issued as a dividend on the Series A Stock, the Series B Stock, or common stock;


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      (2)  up to 8% of  total  outstanding  shares  of  common  stock  as of the
Original Issue Date issued in the form of common stock and/or options,  warrants
or other common stock  purchase  rights and the common stock issued  pursuant to
such  options,  warrants or other rights (as  adjusted for any stock  dividends,
combinations,  splits,  recapitalizations  and the like  after the  filing  date
hereof) after the Original Issue Date to employees, officers or directors of, or
consultants  or advisors to the  Corporation  pursuant to stock  option plans or
other arrangements that are approved by the Board; and

      (3) shares of common  stock  issued  pursuant to the  exercise of options,
warrants or convertible securities outstanding as of the Original Issue Date.

      (vi) The "Effective Price" of Additional Shares of Common Stock shall mean
the quotient  determined  by dividing the total number of  Additional  Shares of
Common  Stock  issued or sold,  or  deemed  to have  been  issued or sold by the
Corporation  under  this  paragraph  4(h),  into  the  Aggregate   Consideration
received,  or deemed to have been  received  by the  Corporation  for such issue
under this paragraph 4(h), for such Additional Shares of Common Stock.

      (i) Reservation of Shares.  The Corporation  shall reserve at all times so
long as any shares of Series B Stock remain  outstanding,  free from  preemptive
rights, out of its treasury stock (if applicable) or its authorized but unissued
shares of common  stock,  or both,  solely  for the  purpose  of  effecting  the
conversion of the shares of Series B Stock, sufficient shares of common stock to
provide for the conversion of all outstanding shares of Series B Stock.

      5. Voting Rights.  Except as otherwise  provided herein or by the Delaware
Law, on all matters  submitted to a vote of the stockholders of the Corporation,
the Common Stock, the Series A Stock, and the Series B Stock shall vote together
as a single  class,  and the  holders  of the  Series B Stock may act by written
consent  in the  same  manner  as the  Common  Stock.  At every  meeting  of the
stockholders of the Corporation, every holder of Series B Stock shall have three
votes for each share of Series B stock held by such holder.

      6.    Redemption.

      (a) The Corporation,  by resolution of its Board of Directors, may, at any
time and from time to time on or after July 31, 2004, redeem the Series B Stock,
in whole or in part, by paying to the holders thereof for each share of Series B
Stock a price equal to $26.85 per share,  plus all dividends  accrued and unpaid
thereon  to the date fixed for  redemption.  If only a portion of Series B Stock
then outstanding is to be redeemed at a given time, the Corporation shall select
the shares to be redeemed in whatever  reasonable  manner its Board of Directors
determines.  The  Corporation  shall give  notice in writing of its  election to
redeem  any  Series B Stock not less than  thirty  (30) nor more than sixty (60)
days prior to the date designated as the date for the redemption, to the holders
of  record  of  Series  B Stock  to be  redeemed,  addressed  to  them at  their
respective  addresses  appearing on the books of the  Corporation.  Prior to the
date of  redemption  specified in the notice,  a holder may elect to convert the
holder's Series B Stock into shares of common stock in accordance with the

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procedures for  conversion  set forth in paragraph 4 hereof.  If a holder called
for  redemption  does not  convert  such  holder's  Series B Stock  prior to the
redemption  date, on and after the date of  redemption  specified in the notice,
the holder of Series B Stock called for redemption  shall be entitled to receive
for Series B Stock called for  redemption  the  redemption  price of such stock,
upon  presentation and surrender of the certificate or certificates for Series B
Stock held by the holder, properly endorsed in blank for transfer or accompanied
by proper instruments of assignment signed in blank.

      (b) A holder of Series B Stock  may,  at any time and from time to time on
or after July 31,  2004,  require the  Corporation  to redeem the Series B Stock
held by the  holder,  at a price equal to $26.85 per share,  plus all  dividends
accrued  and paid  thereon to the date fixed for  redemption.  A holder may only
require the  Corporation to redeem up to 50% of such holder's  Series B Stock in
any twelve month period. The holder shall give notice in writing of his election
to require the  Corporation  to redeem the Series B Stock held by the holder not
less than sixty (60) nor more than ninety (90) days prior to the date designated
as the date for the redemption, to the Corporation,  at its principal office. On
and after the date of redemption specified in the notice, the holder of Series B
Stock put for redemption shall be entitled to receive for Series B Stock put for
redemption the redemption price of such stock,  upon  presentation and surrender
of the  certificate  or  certificates  for  Series B Stock  held by the  holder,
properly endorsed in blank for transfer or accompanied by proper  instruments of
assignment signed in blank.

      (c)  Unless  the  Corporation  defaults  in paying  the  redemption  price
pursuant to this paragraph 6, from and after the date of redemption specified in
the notice (1) all  dividends  upon Series B Stock called or put for  redemption
shall  cease,  and (2) all rights of the holders of Series B Stock called or put
for redemption as stockholders in the  Corporation  shall cease,  except for the
right to receive the redemption  price of the shares on and after the redemption
date without interest.

      7. No Other Rights or Preferences.  The Series B Stock shall have no other
rights or preferences other than set forth herein.

      IN WITNESS  WHEREOF,  the  undersigned  has executed this  certificate  on
behalf of the Corporation as of the 30th day of July, 2001.

                                  First Southern Bancshares, Inc.

                                  By: /s/ Robert C. Redd
                                        ----------------------------------------
                                          Robert C. Redd
                                          President and Chief Executive Officer


ATTEST:
/s/ M. Kaye Townsend
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M. Kaye Townsend, Secretary


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