EXHIBIT 4.3


 


	
  NUMBER

  	
   

  	
  TENNESSEE

  	
   

  	
   

  	
  SHARES

  
	
  TCB

  	
   

  	
  COMMERCE

  	
   

  	
   

  
	
   

  	
   

  	
  BANCORP, INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
  INCORPORATED
  UNDER THE LAWS OF THE STATE OF TENNESSEE

  
	
  COMMON STOCK 

  	
   

  	
  CUSIP 88043P 10 8

  
	
   

  	
   

  	
  SEE REVERSE FOR CERTAIN
  DEFINITIONS

  
	
   

  	
   

  	
   

  	
   

  	
   

  
							



THIS
CERTIFIES that


 


 


is the
owner of


 


FULLY PAID AND
NON-ASSESSABLE SHARES OF THE COMMON STOCK, PAR VALUE $.50 PER SHARE OF


TENNESSEE COMMERCE
BANCORP, INC.


 


transferable
only on the books of the Corporation by the holder hereof in person or by
Attorney upon surrender of this Certificate properly endorsed.


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


 


IN WITNESS WHEREOF, the said
Corporation has caused this Certificate to be signed by the facsimile
signatures of its duly authorized officers and its Corporate seal to be
hereunto affixed.


 


DATED:


 


	
   

  	
  /s/ Lamar Cox

  	
   

  	
   

  	
   

  	
  /s/ Arthur F. Helf

  	
   

  	
   

  	
   

  
	
  SECRETARY

  	
   

  	
   

  	
  CHAIRMAN AND CEO

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  [SEAL]

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  COUNTERSIGNED
  AND REGISTERED

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  REGISTRAR
  AND TRANSFER COMPANY

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TRANSFER
  AGENT AND REGISTRAR

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BY:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  AUTHORIZED
  SIGNATURE

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
														



 

















 


                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)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Additional
  abbreviations may also be used though not in the above list.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  For
  Value Received,
                                          
  do 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 Common Stock represented by the
  within Certificate, and do hereby irrevocably constitute and appoint             
  Attorney to transfer the said Shares on
  the books of the within named Corporation with full power of substitution in
  the               
  premises. 

  
	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Dated:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  In
  presence of

  	
   

  	
   

  	
   

  	
   

  
											



 


                NOTICE: The signature of 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.


 


                The signature(s) of the
assignor(s) must be guaranteed hereon by a participant in either the
Securities Transfer Agent’s Medallion Program (STAMP), the Stock Exchange
Medallion Program (SEMP), or the New York Stock Exchange Medallion Program
(MSP).