EXHIBIT 4.4**THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACTOF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED UNLESS (A) COVERED BYAN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) THECORPORATION HAS BEEN FURNISHED WITH AN OPINION OF COUNSEL ACCEPTABLE TO THE CORPORATION TO THEEFFECT THAT NO REGISTRATION IS LEGALLY REQUIRED FOR SUCH TRANSFER.**   Certificate Number Number of Capital Securities     P-**Certificate Evidencing Capital Securities****of****MetroCorp Capital Trust I****Floating Rate Cumulative Capital Securities****(Initial Liquidation Preference $1,000 per Capital Security)**     MetroCorp Capital Trust I, a business trust created under the laws of the State of Delaware(the ***“Trust”***), hereby certifies that **______**(the ***“Holder”***) is the registered owner of**_________(___)**Floating Rate Cumulative Capital Securities (Initial Liquidation Preference$1,000 per Capital Security) of the Trust, representing undivided beneficial interests in theassets of the Trust (the ***“Capital Securities”***). The Capital Securities are transferable on thebooks and records of the Trust, in person or by a duly authorized attorney, upon surrender of thiscertificate duly endorsed and in proper form for transfer as provided in Section 5.4 of the TrustAgreement (as defined below). The designations, rights, privileges, restrictions, preferences andother terms and provisions of the Capital Securities are set forth in, and this certificate and theCapital Securities represented hereby as issued and shall in all respects be subject to the termsand provisions of, the Amended and Restated Trust Agreement of the Trust, dated as of November 1,2001, as the same may be amended further from time to time (the ***“Trust Agreement”***), including thedesignation of the terms of Capital Securities as set forth therein. The Holder is entitled to thebenefits of the Guarantee Agreement entered into by MetroCorp, Inc.,a Delaware corporation (the ***“Depositor”***), dated as of November 1, 2001(the ***“Guarantee”***), to the extent provided therein. TheTrust will furnish a copy of the Trust Agreement and the Guarantee Agreement to the Holder withoutcharge upon written request to the Trust as its principal place of business or registered office.
 

 
EXHIBIT 4.4     By receipt and acceptance of this certificate, the Holder agrees to be bound by the TrustAgreement and is entitled to the benefits thereunder. The Holder will also be deemed, by itsreceipt and acceptance of this certificate, to have made the representation set forth in Section2.1 of the Subscription Agreement (as defined in the Trust Agreement) on the date of its purchaseof this certificate.     THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF AHOLDER OR ANY OTHER PERSON HAVING A BENEFICIAL INTEREST THEREIN, WITHOUT ANY SIGNATURE OR FURTHERMANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE HOLDER AND ALL OTHERSHAVING A BENEFICIAL INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THE TRUSTAGREEMENT AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AGREEMENTAND THE SUBORDINATED LOAN AGREEMENT, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH HOLDERAND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVEAND EFFECTIVE AS BETWEEN THE TRUST AND SUCH HOLDER AND SUCH OTHERS.     IN WITNESS WHEREOF, the undersigned Administrator of the Trust has executed this certificateas of the___ day of ______, 20___.         METROCORP CAPITAL TRUST I         By:                    Name: Gary D. Andersen           Title: Administrator    By:                    Name: Julius J. Van Paemel           Title: Administrator  
 

 
EXHIBIT 4.4ASSIGNMENT     FOR VALUE RECEIVED, the undersigned assigns and transfers this Capital Securities Certificateto:  (Insert assignee’s social security or tax identification number) (Insert address and zip code of assignee)   and irrevocably appoints:     agent to transfer this Capital Securities Certificate on the books of the Trust. The agent maysubstitute another to act for him or her.Date: Signature: (Sign exactly as your name appears on the other side