EX-4.1






Exhibit No. 4.1




FIDELITY SOUTHERN CORPORATION




INCORPORATED UNDER THE LAWS OF THE STATE OF GEORGIA




Fixed Rate Cumulative Perpetual Preferred Stock, Series A




No Par Value

($1,000 Liquidation Preference)



This is to certify that THE UNITED STATES DEPARTMENT OF THE TREASURY is the
owner of Forty-Eight Thousand and Two Hundred (48,200) fully paid and
non-assessable shares of Fixed Rate Cumulative Perpetual Preferred Stock,
Series A, no par value, liquidation preference $1,000 per share, of the
Corporation (the “Stock”), transferable on the books of the Corporation by
the holder hereof in person or by duly authorized attorney upon surrender of
this certificate properly endorsed.



This certificate is not valid unless countersigned and registered by the
Transfer Agent and Registrar.



Witness the seal of the Corporation and the signatures of its duly
authorized officers.




	 	 	 	 	 	 	 
	Dated: December 19, 2008	 	 	 	 
	 
	 	 	 	 	 	 
	s/ H. Palmer Proctor, Jr.
	 	[SEAL]
	 	s/ Barbara McNeill
	 
	 	 	 	 
	President
	 	 	 	Assistant Secretary
	 
	 	 	 	 	 	 
	Countersigned and Registered

BNY Mellon Shareowner Services,

as Transfer Agent and Registrar	 	 	 	 
	By:

	 	/s Oreste Casciaro	 	 	 	 
	 

	 	 	 	 	 	 





 









 





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.




	 	 	 
	For Value Received, _________ hereby sell, assign and transfer
unto

______________________________
Shares 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
_____________________
A.D. _________

 

In presence of

 

_________________________________      _________________________________

	 	NOTICE. THE
SIGNATURES 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.