ex4193010.htm


    Exhibit 4.1


    


    
    

     

    
      	NUMBER 	 	SHARES 
	00001  	 	22,000 


    

     

     

    SECURITY
FEDERAL CORPORATION

    


    


    ORGANIZED UNDER THE LAWS OF THE STATE
OF SOUTH CAROLINA

    


    


    This
certifies that the United States Department of the Treasury is the owner of
Twenty-Two Thousand (22,000)

    


    FULLY
PAID AND NON ASSESSABLE SHARES OF FIXED RATE CUMULATIVE PERPETUAL PREFERRED
STOCK, SERIES B, PAR VALUE $0.01 PER SHARE, OF

    


    SECURITY FEDERAL CORPORATION,
a South Carolina corporation (the “Corporation”).  The shares
represented by this certificate are transferable only on the stock transfer
books of the Corporation by the holder of record hereof, or by such holder’s
duly authorized attorney or legal representative, upon the surrender of this
certificate properly endorsed.

    


    IN WITNESS WHEREOF, the
Corporation has caused this certificate to be executed by the signatures of its
duly authorized officers.

     

    DATED         September
29, 2010

     

    
      	 	

              _______________________________

            	

              ___________________________________

            
	 	

              Secretary

            	

              President
      and Chief Executive Officer

            


    

     

    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    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.

    THIS INSTRUMENT IS ISSUED SUBJECT TO
THE RESTRICTIONS ON TRANSFER AND OTHER PROVISIONS OF A SECURITIES PURCHASE
AGREEMENT AND AN EXCHANGE AGREEMENT BETWEEN THE ISSUER OF THESE SECURITIES AND
THE INVESTOR REFERRED TO THEREIN, COPIES OF WHICH ARE ON FILE WITH THE
ISSUER.  THE SECURITIES REPRESENTED BY THIS INSTRUMENT MAY NOT BE SOLD
OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH SAID
AGREEMENTS.  ANY SALE OR OTHER TRANSFER NOT IN COMPLIANCE WITH SAID
AGREEMENTS WILL BE VOID.

    The Corporation will furnish to any
shareholder on request in writing and without charge a summary of the
designations, relative rights, preferences and limitations applicable to each
class of shares the Corporation is authorized to issue and the variations in the
rights, preferences and limitations determined for each series within a class of
shares the Corporation is authorized to issue (and the authority of the Board of
Directors to determine variations for future series). Such request may be made
to the Secretary of the Corporation.

     

    
      For value Received, ______________
hereby sell, assign and transfer unto
_____________________________________________________
_______________________________________________________________________________________
__________ Shares of the Preferred Stock represented by the within Certificate,
and do hereby irrevocably constitute and appoint
___________________________________________________ to transfer the said Stock
on the books of the within named Corporation with full power of substitution in
the premises.

    

     

     

    Dated
______________________

    


    In the
presence of ____________________