Exhibit 4.1


    
      
        

      

    

     

    
      	
               

               

               

               

            	
              

            	
               

               

               

               

            
	
               COMMON
                STOCK

            	
               PAB
                Bankshares, Inc.

            	
               CUSIP
                69313P 10 1

            
	
               THIS
                CERTIFICATE IS TRANSFEREABLE IN CRANFORD, N.J. OR IN NEW YORK,
                N.Y.

            	
               INCORPORATED
                UNDER THE LAWS OF THE STATE OF GEORGIA

            	
               SEE
                REVERSE FOR CERTAIN
                DEFINITIONS

            


    

     

    
      	
               

              THIS
                IS 

              TO
                CERTIFY

              THAT

               

               

               

               

               

               

               

               

              is
                the owner of

               

            


    

     

    FULLY
      PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, NO PAR VALUE EACH,
      OF

    
      	 	 	 	 	 
	 	 	
               PAB
                Bankshares, Inc.

            	 	 
	 	 	 	 	 


    

     

    transferable
      only on the books of the Corporation by the holder hereof in person or duly
      authorized Attorney upon surrender of this Certificate properly endorsed. This
      Certificate and the shares represented hereby are issued and shall be held
      subject to all of the provisions of the Certificate of Incorporation of the
      Corporation, By-Laws and all Amendments thereto, to all of which the holder
      by
      acceptance hereof, assents.

        This
      Certificate is not valid unless countersigned and registered by the Transfer
      Agent and Registrar.

        WITNESS
      the
      facsimile seal of the Corporation and the Facsimile of its duly authorized
      officers.

     

           
      Dated

    
      
        	 	
                 

                 

              	 
	
                 

                 

                 

              	
                 

                

              
	
                 SECRETARY

                 

                 

                 

              	
                 PRESIDENT

              


      

    

     

    COUNTERSIGNED
      AND REGISTERED:

        REGISTRAR
      AND
      TRANSFER COMPANY

            (Cranford,
      New
      Jersey)             TRANSFER
      AGENT

                                                                                            
      AND REGISTRAR

     

    BY

     

                                                                          
      AUTHORIZED SIGNATURE

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      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 survivorship 

                  	
                    under
                      Uniform Gifts to Minors 

                  
	 	 	  
and
                    not as tenants in common	 	
                    Act

                  	   
	
                      
                      

                  	   
	 


          

           

        

      

      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 TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, 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 TO THIS AGREEMENT MUST CORRESPOND WITH THE NAME AS WRITTEN
                  UPON
                  THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION
                  OR
                  ENLARGEMENT OR ANY CHANGE WHATEVER 

              


      

      


      
        	 	 
	
                SIGNATURE(S)
                  GUARANTEED:   

              	
                THE
                  SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
                  (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT
                  UNIONS WITH
                  MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM),
                  PURSUANT
                  TO S.E.C RULE 14Ad-15.