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                                                                     EXHIBIT 4.1

                         FIRST SOUTHERN BANCSHARES, INC.

                           CERTIFICATE OF DESIGNATION

                      OF THE PREFERENCES AND RIGHTS OF THE

                            SERIES A 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 June 30, 2001 duly adopted the  following  resolutions  creating
the Series A 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 Two Hundred Fifty Thousand  (250,000) shares of preferred stock,  which
is hereby  designated as the Series A Preferred Stock, par value $0.01 per share
(the "Series A Stock").

      2.    Dividends.

      (a) Prior to July 31,  2006,  the  holders of record of shares of Series A
Stock shall be entitled to receive dividends thereon at a rate of $.88 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 A 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 Series A Stock multiplied by four, plus (B) the


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outstanding  shares of Common Stock,  plus (C) any  additional  shares of Common
Stock which would be outstanding assuming the conversion of 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, 2006,  the holders of record of shares of Series
A Stock shall be entitled to receive  dividends  thereon at $5.928 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 A 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 A 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 A 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 A Stock in accordance with paragraph 5(b) hereof.

      3.    Liquidation Priority of Series A Stock.

      (a) The shares of Series A Stock shall rank equally with the shares of the
Corporation's  Series B preferred  stock,  par value $0.01 per share  ("Series B
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 A
Stock (the "Junior  Stock") upon  liquidation,  dissolution or winding up of the
Corporation,  as to 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 A Stock shall be entitled to receive out of the


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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 A 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 A 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 A 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 A 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 A 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 A Stock of such material change.

      4. 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 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 A Stock shall have three votes for each share of Series A stock
held by such holder.

      5.    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, 2006, redeem the Series A Stock,
in whole or in part, by paying to the holders thereof for each share of Series A
Stock a price equal to the higher of (i) $22.00 or (ii) Corporation's Book Value
Per Adjusted  Share as of July 31, 2006,  plus all dividends  accrued and unpaid
thereon  to the date fixed for  redemption.  If only a portion of Series A 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 A 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  A Stock  to be  redeemed,  addressed  to  them at  their
respective addresses appearing on the books of the Corporation. On and after the
date of redemption  specified in the notice, the holder of Series A Stock called
for  redemption  shall be  entitled  to receive  for  Series A Stock  called for
redemption the

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redemption  price  of  such  stock,  upon  presentation  and  surrender  of  the
certificate  or  certificates  for Series A 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 A Stock  may,  at any time and from time to time on
or after July 31,  2008,  require the  Corporation  to redeem the Series A Stock
held by the  holder,  at a price  equal to the higher of (i) $22.00 or (ii) Book
Value Per Adjusted  Share as of July 31, 2008,  plus all  dividends  accrued and
paid  thereon to the date fixed for  redemption.  A holder may only  require the
Corporation  to redeem up to 25% of such  holder's  Series A Stock in any twelve
month period. The holder shall give notice in writing of his election to require
the  Corporation  to redeem  the Series A 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 A
Stock put for redemption shall be entitled to receive for Series A Stock put for
redemption the redemption price of such stock,  upon  presentation and surrender
of the  certificate  or  certificates  for  Series A 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 5, from and after the date of redemption specified in
the notice (1) all  dividends  upon Series A Stock called or put for  redemption
shall  cease,  and (2) all rights of the holders of Series A 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.

      6.  Incentive   Payment.   In  the  event  that  on  July  31,  2006,  the
Corporation's  Book Value Per  Adjusted  Share is not equal to or  greater  than
$9.88,  then each holder of Series A Stock  shall be entitled to a payment  (the
"Incentive  Payment") equal to (A) four multiplied by the number of shares owned
by such holder times (B) the difference  between $9.88 and the actual Book Value
Per Adjusted Share as of July 31, 2006,  provided that the difference  shall not
exceed $2.00. The Incentive  Payment will be payable in semi-annual  payments of
up to an aggregate of $250,000 per payment, commencing on January 31, 2007 until
paid in full. Total Incentive  Payments to all holders of Series A Stock may not
exceed  $500,000 in any twelve month  period.  If such total  Incentive  Payment
amounts exceed $500,000, then the Incentive Payments shall be prorated among all
holders of Series A Stock and paid over more than one year.  Accrued  but unpaid
Incentive  Payments shall bear interest at a rate of 10.00% per annum commencing
October  1,  2006  until  paid in full.  A holder of Series A Stock may elect to
receive the  Incentive  Payment in cash or in Common Stock valued at the greater
of Book Value Per Adjusted  Share or market  value per Adjusted  Share as of the
calendar  quarter end prior to the payment.  Shares of Common Stock issued as of
July 31, 2006 for  employee  stock  options and stock  bonuses up to 8% of total
outstanding  shares of Common Stock, and any shares issued as dividend  payments
on the Series A Stock, and any shares issued as an Incentive Payment pursuant to
this Paragraph 6, shall not be included as Common Stock outstanding for purposes
of calculating Book Value Per Adjusted Share for purposes of this paragraph 6.


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      7. No Other Rights or Preferences.  The Series A 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 June, 2001.

                                   First Southern Bancshares, Inc.

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


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



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