ex4_1.htm


    
      

    

    
      Exhibit No. 4.1

       

      


      


      
        
          
            
              
                	
                        NUMBER

                        *
      01 *

                      	 
      	
                        SHARES

                        *
      33,000 *

                      


              

            

          

        

      

      


      


      FIRST
SECURITY GROUP, INC.

      INCORPORATED
UNDER THE LAWS OF THE STATE OF TENNESSEE

      


      Transfer
of this stock is restricted in accordance with

      conditions
printed on the reverse of this certificate.

      


      
        
          
            	
                    THIS
      CERTIFIES THAT

                  	
                    UNITED STATES DEPARTMENT OF THE
      TREASURY

                  


          

        

      

      


      
        
          
            	
                    is
      the owner of

                  	
                    THIRTY-THREE THOUSAND
SHARES

                  	
                    of

                  


          

        

      

      


      FIXED
RATE CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES A,

      OF
FIRST SECURITY GROUP, INC.

      


      (hereinafter
called the "Company").  The Company will furnish the shareholder
information regarding the designations, relative rights, preferences and
limitations applicable to each class and the variations in rights, preferences
and limitations determined for each series of stock issued by the Company (and
the authority of the Board of Directors to determine variations for future
series), without charge, upon receipt of a written request.

      


      IN WITNESS WHEREOF, the
Company has caused this Certificate to be signed by its duly authorized officers
and its corporate seal to be hereunto affixed.

      


      
        
          
            
              	
                      Date:  January
      9, 2009.

                    	 
      	 
      
	 
      	
                      [SEAL]

                    	 
      
	 
      	 
      	 
      
	
                      William
      L. Lusk, Jr.

                    	 
      	
                      Rodger
      B. Holley

                    
	
                      Secretary

                    	 
      	
                      Chief
      Executive Officer

                    


            

          

        

      

      


      UST
Sequence Number: 374


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      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.

      


      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

                        	
                          UGMA/(STATE)

                        	 
      	
                          CUSTODIAN

                        	 
      
	 
      	
                          TEN
      ENT

                        	
                          -

                        	
                          AS
      TENANTS BY THE ENTIRETIES

                        	 
      	
                          (CUSTODIAN)

                        	 
      	
                          (MINOR)

                        
	 
      	
                          JTWROS

                        	
                          -

                        	
                          AS
      JOINT TENANTS WITH RIGHT OF SURVIVORSHIP AND NOT AS TENANTS IN
      COMMON

                        	
                          UNDER
      THE UNIFORM GIFT TO MINORS
ACT/(STATE)

                        


                

              

            

          

        

         

         

      

      For
value received, ____________________ hereby sell, assign and transfer
unto

      


      
        
          
            
              	
                      PLEASE
      INSERT SOCIAL SECURITY OR OTHER

                    	 
      
	
                      IDENTIFYING NUMBER OF
    ASSIGNEE

                    	 
      


            

          

        

      

       

       

      
        
          
            
              	 
      	
                       

                       

                    	 


            

          

        

         

      

      

        
          

        

      

      (PLEASE
PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF
ASSIGNEE)

       

      


      
        

      

    

     

    
      


      
        
          

        



      


      
        
          
            	 
      	
                    shares

                  


          

        

      

      


      represented
by the within Certificate, and do hereby irrevocably constitute and appoint                                 
Attorney to transfer the said shares on the records of the within-named
Company with full power of substitution in the premises.

       

       

      
        
          
            
              	 
      	 
      
	
                      (DATE)

                    	 
      


            

          

        

      

       

       

      
        
          
            	 
      	
                    AND

                  


          

        

      

      (SIGNATURE:  THE
SIGNATURE ON 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.)

       

       

      
        
          
(SIGNATURE
GUARANTEE:  SIGNATURE MUST BE GUARANTEED BY A COMMERCIAL BANK, A
SAVINGS AND LOAN ASSOCIATION
OR A TRUST COMPANY IN THE UNITED STATES OR BY A MEMBER FIRM OF ANY NATIONAL
SECURITIES EXCHANGE
OR OF THE NATIONAL ASSOCIATION OF SECURITIES DEALERS,
INC.)