Exhibit
      4.3

     

     

     

    
      	
              PREFERRED
                SHARES

            	
               

            	
              PREFERRED
                SHARES

            
	
               

            	
               

            	
               

            
	
              NUMBER

            	
               

            	
              SHARES

            
	
              A-

            	
               

            	
               

            


    

     

    WGNB
      CORP.

     

    INCORPORATED
      UNDER THE LAWS OF THE STATE OF GEORGIA

     

    
      	
               

            	
               

            	
              See
                reverse for

              certain
                definitions

            
	
              THIS
                CERTIFIES THAT

            	
               

            	
              CUSIP
                92923K 205

            


    

     

    is
      the owner of

     

    FULLY
      PAID AND NON-ASSESSABLE SHARES OF THE NO PAR VALUE PER SHARE 9% SERIES A
      CONVERTIBLE PREFERRED STOCK OF

     

    WGNB
      CORP.

     

    transferable
      on the books of the Corporation by the holder hereof in person or by Attorney
      upon surrender of this Certificate properly endorsed.  This certificate is
      not valid unless countersigned by the Transfer
      Agent-Registrar.

     

    IN
      WITNESS WHEREOF, the said Corporation has caused this Certificate to be signed
      by its duly authorized officers.

     

    Dated:

     

    
      	
               

            	
              /s/
                Steven J. Haack

            	
               

            	
              /s/
                H.B. Lipham III

            	
               

            
	
               

            	
              SECRETARY

            	
               

            	
              CHIEF
                EXECUTIVE OFFICER

            	
               

            


    

     

    COUNTERSIGNED
      AND REGISTERED:

    REGISTRAR
      & TRANSFER COMPANY

    


    TRANSFER
      AGENT AND REGISTRAR

     

    BY

     

    AUTHORIZED
      SIGNATURE

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    The
      Company will furnish without charge to each stockholder who so requests, the
      powers, designations, preferences and relative, participating, optional or
      other
      special rights of each class of stock or series thereof of the Company, and
      the
      qualifications, limitations or restrictions of such preferences or rights.
      Such
      request may be made to the Company at its headquarters located at 201 Maple
      Street, Carrollton, Georgia 30112.

     

    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

              	
                 

              	
                UNIF GIFT MIN ACT—

              	
                _______________

              	
                 Custodian  __________

              
	
                TEN ENT

              	
                —

              	
                 
                  as tenants by the entireties

              	
                 

              	
                 

              	
                (Cust)

              	
                 (Minor)

              
	
                JT TEN

              	
                —

              	
                 
                  as joint tenants with right of

              	
                 

              	
                 

              	
                under Uniform Transfers to Minors

              	 
	
                 

              	
                 

              	
                   
                   survivorship and not as tenants

              	
                 

              	
                 

              	
                Act   _______________

              	
                _______________

              
	
                 

              	
                 

              	
                 
                  in common

              	
                 

              	
                 

              	
                 

              	
                (State)

              
	
                 

              	
                 

              	
                 

              	
                 

              	
                UNIF TRF MIN ACT—

              	
                _______________

              	
                Custodian (until age       )

              
	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                (Cust)

              	
                 

              
	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                          under Uniform Transfers

              	 
	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                to Minors Act 

              	
                _______________

              
	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                (State)

              


      

    

     

    Additional abbreviations may also be used though not in the above list.

     

    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 OF ASSIGNEE

     

    Shares
      of the capital stock represented by the within Certificate, and do hereby
      irrevocably constitute and
      appoint                                                                 Attorney
      to transfer the said stock on the books of the within-named Corporation with
      full power of substitution in the premises.

     

    
      	
              Dated

            	
               

            
	
               

            	
               

            
	
               

            	
               

            
	
              NOTICE: 

            	
              THE
                SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S)
                AS
                WRITTEN UPON
                THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION
                OR
                ENLARGEMENT OR ANY CHANGE WHATEVER.

            


    

     

    SIGNATURE(S)
      GUARANTEED