EXHIBIT 4.2


 


	
  ST - 1

  	
   

  	
  36,000

  



 


Fixed Rate Cumulative Perpetual
Preferred Stock, Series T, no par value per share (“Shares”)


Of


	
   

  	
  YADKIN VALLEY FINANCIAL CORPORATION

  	
   

  
	
  A Corporation organized under the laws of the
  state of North Carolina

  



 


This certifies that The
United States Department of the Treasury is
the owner of Thirty-six thousand
(36,000) fully paid and non-assessable
Shares of the above Corporation transferable only on the books of the
Corporation by the holder hereof in person or by duly authorized Attorney upon
surrender of this certificate properly endorsed.


 


In
Witness Whereof, the said Corporation has
caused this Certificate to be signed by its duly authorized officers and to be
sealed with the seal of the Corporation.


 


 




	
  Dated
  January 16, 2009

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/
  William A. Long

  	
   

  	
  /s/
  Patricia H. Wooten

  
	
  William
  A. Long, President

  	
   

  	
  Patricia
  H. Wooten, Secretary

  






 

















 


“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
CORPORATION IS AUTHORIZED TO ISSUE DIFFERENT CLASSES OF
SHARES AND DIFFERENT SERIES WITHIN A CLASS. ON REQUEST IN WRITING AND
WITHOUT CHARGE, THE CORPORATION WILL FURNISH THE SHAREHOLDER WITH A SUMMARY OF
THE THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES, AND LIMITATIONS APPLICABLE
TO EACH CLASS AND THE VARIATIONS IN RIGHTS, PREFERENCES, AND LIMITATIONS
DETERMINED FOR EACH SERIES (AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO
DETERMINE VARIATIONS FOR FUTURE SERIES).


 


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


 


	
  TEN COM

  	
   

  	
  —

  	
  as tenants in common

  	
   

  	
  UNIF GIFT MIN ACT —

  	
   

  	
  Custodian

  	
   

  	
  (Minor)

  
	
  TEN

  ENT

  	
   

  	
  —

  	
  as tenants by the entireties

  	
   

  	
  under Uniform Gifts to Minors
  Act

  	
   

  	
   

  	
   

  	
  (State)

  
	
  JT TEN

  	
   

  	
  —

  	
  as joint tenants with right of survivorship and not as tenants in
  common

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


For value received, the undersigned hereby sells,
assigns and transfers unto


 


PLEASE PRINT OR
TYPEWRITE NAME AND ADDRESS OF ASSIGNEE


 


Shares represented by the within Certificate, and
hereby irrevocably constitutes and appoints                                                    Attorney
to transfer the said shares on the books of the within-named Corporation with
full power of substitution in the premises.


 


	
  Dated:

  	
   

  	
   

  	
  In presence of:

  	
   

  



 


 


PLEASE INSERT
SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE