ex4_2.htm


    
      

    

    
      EXHIBIT
4.2

    

    
      


    

    
      


    

    
      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 EXBMPTION 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 (I) REPRESENTS THAT FT 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
EXCBPT (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 INSTTTUTIONAL 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 FN 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 WBX GIVE TO EACH PERSON TO WHOM THE SECURITIES
REPRESENTED BY THIS INSTRUMENT ARE TRANSFERRED A NOTICE SUBSTANTIALLY TO THE
EFFECT OF THIS LEGEND.

    

    
      


    

    
      


    

    
      COLONY
BANKCORP, INC.

      Incorporated
under the laws of the State of Georgia

    

    
      


    

    
      
        	
                No.
      1

              	 
      	
                28,000
      SHARES

              
	 
      	 
      	 
      
	
                Fixed
      Rate Cumulative Perpetual Preferred Shares, Series A

              	 
      	
                No
      Par Value Per Share

              


      

    

    
      


    

    
      This
certifies that the United States Department of Treasury is the registered owner
of Twenty Eight Thousand (28,000) fully paid and non-assessable Fixed Rate
Cumulative Perpetual Preferred Shares, Series A, with no par value per share of
the above-named Corporation transferable on the books of the Corporation in
person or by duly authorized attorney upon surrender of this Certificate
properly endorsed.

    

    
      


    

    
      IN
WITNESS WHEREOF the Corporation has caused this Certificate to be signed by its
duly authorized officers this 9th day of January, 2009.

    

    
      


    

    
      


    

    
      
        
          	
                  By:

                	
                  /s/
      Al D. Ross

                	 
      	
                  By:

                	
                  /s/
      Terry L. Hester

                
	 
      	
                  Name:

                	
                  Al
      D. Ross

                	 
      	 
      	
                  Name:

                	
                  Terry
      L. Hester

                
	 
      	
                  Title:

                	
                   President
      and Chief Executive Officer

                	 
      	 
      	
                  Title:

                	
                  Executive
      Vice President and Chief
      Financial Officer

                


        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    
      
         

        (REVERSE
OF CERTIFICATE)

        COLONY
BANKCORP, INC.

      

    

    
      


    

    
      The
Corporation will furnish to any shareholder, upon request and without charge, a
full statement of the designation, relative rights, preferences and limitations
of the shares of each class authorized to be issued and the designation,
relative rights, preferences and limitations of each series of any class of
preferred shares authorized to be issued in series so far as the same have been
fixed and the authority of the Board of Directors to designate and fix the
relative rights, preferences and limitations of other series.

    

    
      


    

    
      The
following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as thought hey were written out in full
according to applicable laws or regulations:

    

    
      


    

    
      
        
          	
                  TEN
      COM -

                	
                  as
      tenants in common

                	 
      
	
                  TEN
      ENT -

                	
                  as
      tenants by the entireties

                	 
      
	
                  JT
      TEN -

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

                	 
      
	
                  UNTFGIFT-

                	 
      	 
      
	
                  MIN
      ACT -

                	
                  Custodian

                	 
      
	 
      	 
      	 
      
	 
      	
                  Under
      Uniform Gift to Minors Act

                	 
      
	 
      	 
      	 
      
	 
      	
                  (State)

                	 
      


        

      

    

    
      


    

    
      Additional
abbreviations may also be used though in the above list.

    

    
      


    

    
      For Value
Received,___________________________,
hereby sell, assign and transfer unto

    

    
      


    

    
      	 
      
	
              (PLEASE
      PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE OF
      ASSIGNEE)

            


    

     

    
      
        
          
            	
                     

                  	
                     

                  	 
      


          

        

      

    

     

    PLEASE
INSERT SOCIAL SECURITY OR

    
      OTHER
IDENTIFYING NUMBER OF ASSIGNEE

    

    
      


    

    
      _____________(_______)shares represented by this Certificate
and do hereby irrevocably constitute and appoint ___________________Attorney to transfer the said shares on
the books of the Corporation, with full power of substitution in the
premises,

    

    
      


    

    
      
        	
                Dated:

              	 
      	 
      


      

    

    
       

      
        
          

        

         

      

    

    
      NOTE: 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.

    

    
      


    

    
      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 RULE 17Ad-15
UNDER THE SECURITIES EXCHANGE ACT OF 1934.