Fidelity Federal Bancorp 9 1/8% Junior Subordinated Note Due 2001

Summary

This agreement is a promissory note issued by Fidelity Federal Bancorp, an Indiana corporation, promising to pay the holder a specified principal amount by April 30, 2001, with interest at 9 1/8% per year, paid semi-annually. The note is unsecured and subordinated to other company debts. It can be redeemed by the company after May 1, 1994, at specified premiums. The note is transferable and can be replaced if lost or destroyed, with certain conditions. The holder has limited recourse, and the note is governed by Indiana law.

EX-4.1 2 0002.txt Exhibit 4.1 Registered Number CUSIP: 315921AA4 R-_____________ Registered Amount $_______________ Fidelity Federal Bancorp 9 1/8% Junior Subordinated Note Due 2001 Fidelity Federal Bancorp, an Indiana corporation (herein called the "Company", which term includes any successor corporation), for value received, hereby promises to pay to ____________________________________ or registered assigns, the principal sum of $____________________ Dollars on April 30, 2001, and to pay interest thereon from May __________, 1994 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on May 1 and November 1 in each year, commencing November 1, 1994, at the rate of 9 1/8% per annum, until the principal hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on the Regular Record Date for such interest, which shall be on April 15 or October 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Payment of the principal of (and premium, if any) and interest on this Security will be made at the offices of Fidelity Federal Bancorp, 18 N.W. Fourth St., Evansville, Indiana ###-###-#### (the "Registrar and Paying Agent"), and at any other office or agency maintained by the Company for such purpose, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Note Register. Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal. REGISTRAR'S CERTIFICATE FIDELITY FEDERAL BANCORP OF AUTHENTICATION This is one of those Notes authorized By:_____________________________ by the Company as its 9 1/8% Junior Subordinated Notes due 2001 And:____________________________ FIDELITY FEDERAL BANCORP By:_____________________________________ Authorized Representative This Note is one of a duly authorized issuance by the Company designated as its 9 1/8% Junior Subordinated Notes due 2001 (herein called the "Notes"), limited in aggregate principal amount to $1,000,000 (subject to an increase of up to $1,500,000 aggregate principal amount). The Notes are not redeemable at the option of the Company, in whole or in part, prior to May 1, 1994. The Notes are redeemable, at the Company's option, as a whole or from time to time in part, upon not less than 15 nor more than 30 days' notice mailed to each Holder of Notes to be redeemed at his address appearing in the Note Register, on any date on or after May 1, 1994 and prior to maturity, at the following Redemption Prices (expressed as percentages of the principal amount), together in the case of any such redemption, with accrued but unpaid interest to the Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on the Interest Payment Date that is on or prior to the Redemption Date): Prepayment Date Premium --------------- ------- On and after May 1, 1994 103% On and after May 1, 1995 102% On and after May 1, 1997 101% On and after May 1, 1999 100% In the event of redemption of this Note in part only, a new Note or Notes for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. The indebtedness evidenced by this Note is an unsecured obligation of the Company and is fully subordinated to all other indebtedness and obligations of the Company, including any indebtedness or obligations issued or incurred by the Company in the future. If the Company shall fail to pay the interest on, or principal of this Note when due, the principal of and interest on this Note may be declared due and payable by the Holder thereof and payment may be enforced in accordance with applicable Indiana law. No Holder of any Note and no director, officer, employee, agent, manager, partner or other interest holder of the Company shall have any liability for any obligation of the Company under the Notes or for any claim based on, in respect of or by reason of such obligations. Each Holder, by accepting a Note, waives and releases all such liability. Such waiver and release shall be part of the consideration for the issuance of the Notes. Notwithstanding the foregoing, nothing in this provision shall be construed as a waiver or release of any claims under the Federal securities laws. The transfer of this Note is registrable in the Note Register, upon surrender of this Note for registration of transfer at the offices of Fidelity Federal Bancorp, 18 N.W. Fourth St., Evansville, Indiana ###-###-####, or at any other office or agency maintained by the Company for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Note Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one of more new Notes, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Notes are issuable only in registered form without coupons in denomination of $1,000 and any integral multiple thereof and are exchangeable for a like aggregate principal amount of Notes of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. In the event any Note is mutilated, lost, stolen or destroyed, the Company may cause a new Note to be authenticated of like date, maturity and denomination as that mutilated, lost, stolen, or destroyed, provided that, in the case of any mutilated Note, such mutilated Note shall first be surrendered to the Company, and in the case of any lost, stolen or destroyed Note, there shall be first furnished to the Company evidence of such loss, theft or destruction satisfactory to the Company, together with indemnity satisfactory to it. In the event any such lost, stolen, or destroyed Note shall have matured, instead of issuing a duplicate Note the Company may, upon receiving indemnity satisfactory to it, pay the same without surrender thereof. The Company may charge the Holder of such Note with its reasonable fees and expenses in connection with the above. Prior to due presentment of this Note for registration of transfer, the Company and any agent of the Company may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company nor any such agent shall be affected by notice to the contrary. ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this Note, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM- as tenants in common TENANT- as tenants by the entireties JTTEN- as joint tenants with rights of survivorship and not as tenants in common UNIF TRANF MIN ACT- ____________________ Custodian ___________________ (Cust) (Minor) under Uniform Transfers to Minors Act _________________________________ (State) Additional abbreviations may also be used though not in the above list ---------------------------------------------------------------------- FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE - ------------------------------------ / / - -------------------------------------------------------------------------------- Please print or typewrite name and address including postal zip code of assignee - -------------------------------------------------------------------------------- the within Note and all rights thereunder, hereby irrevocably constituting and appointing attorney ---------------------------------------------------------- to transfer said Note on the books of the Company, with full power of substitution in the premises. Date: ------------------- - ---------------------------------- ------------------------------------ THE SIGNATURE(S) SHOULD BE GUARANTEED NOTICE: The signature to this BY AN ELIGIBLE GUARANTOR INSTITUTION, assignment must correspond with the (BANKS, STOCKBROKERS, SAVINGS AND LOAN name(s) as written upon the face of ASSOCIATIONS AND CREDIT UNIONS WITH the within instrument in every MEMBERSHIP IN AN APPROVED SIGNATURE particular, without alteration or GUARANTEE MEDALLION PROGRAM), PURSUANT enlargement or any damage whatever. TO S.E.C. RULE 17Ad-15.