Exhibit 4.1

National Commerce Corporation

INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

THIS CERTIFIES THAT

is the owner of

FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, $0.01 PAR VALUE PER SHARE, OF

NATIONAL COMMERCE CORPORATION

transferable only on the books of the Corporation by the holder hereof, in person or by duly authorized attorney or legal representative, upon surrender of this Certificate properly endorsed. This Certificate and the shares represented hereby are issued and shall be held subject to all of the provisions of the Certificate of Incorporation and Bylaws of the Corporation, as amended or to be amended hereafter (copies of which Certificate of Incorporation, Bylaws and amendments, if any, are on file with the Corporation).

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

IN WITNESS WHEREOF, the Corporation has caused this Certificate to be executed by its duly authorized officers and has affixed the Corporate Seal hereto.

Date:

[SEAL]

NATIONAL COMMERCE CORPORATION

The Corporation will furnish to any shareholder, upon request and without charge, a full statement of the powers, designations, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions of such preferences and/or rights, of the shares of each class of capital stock or series thereof authorized to be issued by the Corporation.

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:

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.)

KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN MUTILATED OR DESTROYED, THE ASSOCIATION WILL

REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE.