EXHIBIT 4.1


 


INCORPORATED UNDER THE LAWS OF


TENNESSEE




	
  [LOGO]

  	
  No. 1

  	
   

  	
  Shares 30,000

  






 


TENNESSEE COMMERCE BANCORP, INC.


 


Fixed Rate Cumulative Perpetual Preferred Stock, Series A

$0.50 par value


 


	
  [SEAL]

  	
  THIS
  CERTIFIES THAT United States Department of the Treasury
  is the owner of Thirty
  Thousand  Shares of
  each of the Capital Stock 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.

  
	
   

  
	
  In Witness Whereof, the said Corporation has caused this Certificate so be signed by its
  duly authorized officers and so be sealed with the Seal of the Corporation
  this  19th day of December AD 2008

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Art
  Helf

  	
   

  	
   

  	
  Lamar
  Cox

  
	
   

  	
  Chairman

  	
   

  	
   

  	
  Secretary

  



 


 


SHARES $0.50     EACH


 

















 


 


CERTIFICATE


 


FOR


 


30,000


 


SHARES


 


[LOGO]


 


OF THE


 


CAPITAL STOCK


 


TENNESSEE COMMERCE

BANCORP, INC.


 


Fixed Rate Cumulative Perpetual Preferred

Stock, Series A


 


$0.50 par value


 


ISSUED TO


 


 


United States Department of the Treasury


 


DATED


 


December 19, 2008


 


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
of the Capital 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 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.


 


UPON WRITTEN REQUEST AND WITHOUT CHARGE, TENNESSEE COMMERCE BANCORP,
INC. WILL FURNISH THE SHAREHOLDER WITH THE DESIGNATIONS, RELATIVE RIGHTS,
PREFERENCES, AND LIMITATIONS APPLICABLE TO EACH CLASS OF CAPITAL STOCK AND
THE VARIATIONS THEREOF DETERMINED FOR EACH SERIES WITHIN A CLASS (AND THE
AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES).