ex4_1.htm


    
 

    
      

      

    

     

    NUMBER                                                                                                SHARES

         001                                                                                                                                                                                                                         
5,800

    


    FPB BANCORP, INC.

    INCORPORATED
UNDER THE LAWS OF THE STATE OF FLORIDA

    


    FIXED
RATE CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES A

    


    THIS
CERTIFIES THAT THE UNITED STATES DEPARTMENT OF THE TREASURY

    


    is
the owner of:

    


    Five
Thousand Eight Hundred

    


    FULLY
PAID AND NONASSESSABLE SHARES OF FIXED RATE CUMULATIVE PERPETUAL PREFERRED
STOCK, SERIES A

    


    $1,000
LIQUIDATION PREFERENCE PER SHARE

    


    The
shares represented by this Certificate are transferable only on the stock
transfer books of FPB Bancorp, Inc. by the holder of record hereof, or by his
duly authorized attorney or legal representative, upon the surrender of this
Certificate properly endorsed. This Certificate, and the shares represented
hereby, are issued and shall be held subject to all the provisions of the
Articles of Incorporation and the Certificate Of The Designation, Preferences,
Rights And Limitations Of Fixed Rate Cumulative Perpetual Preferred Stock,
Series A of FPB Bancorp, Inc., and any amendments thereto (copies of which are
on file with the Corporate Secretary of FPB Bancorp, Inc. and the Secretary of
State of the State of Florida), to all of which provisions the holder by
acceptance hereof assents.  The shares evidenced by this Certificate
are not of an insurable type and are not insured by the Federal Deposit
Insurance Corporation.

    


    IN
WITNESS WHEREOF, FPB Bancorp, Inc. has caused this Certificate to be executed by
the signature of its duly authorized officers and has caused its corporate seal
to be hereunto affixed.

    


    Dated:      December
5, 2008

     

                 SEAL

    


     

    
 

    /s/
David W.
Skiles                                                                                                                        /s/ Ann L.
Decker

    President                                                                                                                             Corporate Secretary

     

     

    
 

    
      
         


      

      
         


        
          

        

      

      
         


      

    

        For value
received                                                                                       
hereby sell(s), assign(s) and transfer(s) unto:

    


    
      


    

    Please
insert social security number             

    or other
identifying number of assignee:      

      
        
           

        

      

       

    

    


    ________________________________________________________________
             
(Please print or typewrite name and address including postal zip code of
assignee)

    


    ________________________________________________________________

     

     

    ________________________________________________________________

     

     

    ________________________________________________________________

    


     

    
      ______________ shares
represented by the within certificate, and do hereby irrevocably
constitute(s) and appoint(s) ____________________ as the Attorney to transfer
the said shares on the books of FPB Bancorp, Inc. with full power of
substitution in the premises.



    Date                                           ,             


     

                    ____________________________

    Signature

     

    
 

    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.

    


    THE
SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, 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. THIS INSTRUMENT IS ISSUED SUBJECT TO THE RESTRICTIONS ON TRANSFER AND
OTHER PROVISIONS OF A SECURITIES PURCHASE AGREEMENT BETWEEN THE ISSUER OF THESE
SECURITIES AND THE INVESTOR REFERRED TO THEREIN, A COPY OF WHICH IS ON FILE WITH
THE ISSUER. THE SECURITIES REPRESENTED BY THIS INSTRUMETN MAY NOT BE SOLD OR
OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH SAID AGREEMENT. ANY SALE OR
OTHER TRANSFER NOT IN COMPLIANCE WITH SAID AGREEMENT WILL BE
VOID.