Lakeland Financial Corporation
                                WARSAW, INDIANA
                  INCORPORATED UNDER THE LAWS OF THE STATE OF


NUMBER                                                                  SHARES






        THIS                                                            IS THE
        CERTIFIES                                                     OWNER OF
        THAT






                                                             CUSIP 511656 10 0

            fully paid  and non-assessable  shares of the  common capital
            stock,  no par  value,  of  LAKELAND  FINANCIAL  CORPORATION,
            (hereinafter  called "Corporation"), 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 to be signed in facsimile by its duly  authorized
            officers.

            Dated:


                                               COUNTERSIGNED AND REGISTERED:
                                              LAKE CITY BANK [WARSAW, INDIANA]
                                               TRANSFER AGENT AND REGISTRAR


            /s/Michael L. Kubacki
            PRESIDENT & CHIEF EXECUTIVE OFFICER



            /s/David M. Findlay                 BY:___________________________
            SECRETARY                              AUTHORIZED SIGNATURE




     A full  statement  of the kinds and  classes of shares  and the  relative
rights, interests, preferences and restrictions of each class of shares within
the Corporation is authorized to issue will be furnished by the Corporation to
any shareholder upon a written request and without charge.
     The following abbreviations,  when used in the inscription on the face of
this  certificate,  shall be construed as though they were written but in full
according to applicable laws or regulations:

TEN COM - as tenants in common             UNIF GIFT MIN ACT - ...Custodian...
TEN ENT - as tenants by the entireties                          (Cust)  (Minor)
JT TEN - as joint tenants with right of                         under  Uniform
         survivorship and not as tenants                        Gifts to Minors
         in common                                              Act ...........
                                                                (Sigrn)


For value received  ____________  hereby sell, assign and transfer unto PLEASE
INSERT SOCIEL SECURITY OR OTHER
      IDENTIFYING NUMBER OF ASSIGNEE        __________________________________

______________________________________________________________________________
(PLEASE PRINT ON TYPEWRTE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF
 ASSIGNEE)
______________________________________________________________________________

______________________________________________________________________________

of the Common  Capital 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 _______________________

Signature guaranteed by:                               Signature



__________________________________            ________________________________

__________________________________            ________________________________
 COMMERCIAL BANK OR MEMBER FIRM
   OF A MAJOR STOCK EXCHANGE



NOTICE:  THE SIGNATURE TO 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.