<Page>

                                                                     Exhibit 4.2

                         CERTIFICATE OF AMENDMENT TO THE
                     CERTIFICATE OF DESIGNATION, PREFERENCES
                    AND RELATIVE, PARTICIPATING, OPTIONAL AND
                        OTHER SPECIAL RIGHTS OF PREFERRED
                      STOCK AND QUALIFICATIONS, LIMITATIONS
                                AND RESTRICTIONS

                                       OF

                             13% SERIES A CUMULATIVE
                                 PREFERRED STOCK

                                       OF

                           COLOR SPOT NURSERIES, INC.



     Color Spot Nurseries, Inc. (the "COMPANY"), a corporation organized and
existing under the General Corporation Law of the State of Delaware, does hereby
certify:

     FIRST: That the Board of Directors of the Company have duly adopted the
following resolutions:

     RESOLVED: That the Board of Directors hereby declares it advisable and in
the best interest of this Company and its stockholders the Certificate of
Designation, Preferences and Relative, Participating, Optional and Other Special
Rights of Preferred Stock and Qualifications, Limitations and Restrictions of
the 13% Series A Cumulative Preferred Stock (the "Series A Certificate of
Designation") of the Company's Certificate of Incorporation be amended as
follows:

     1.   The third sentence of Section 1(a) of the Series A Certificate of
Designation is amended and restated to read as follows:

     "Dividends shall be payable in cash, except that on each Dividend Payment
Date occurring on or prior to December 15, 2005, dividends may be paid, at the
Company's option, by the issuance of additional shares of Series A Preferred
Stock (including fractional shares) having an aggregate Liquidation Preference
equal to the amount of such dividends."

     2.   Section 4(b) of the Series A Certificate of Designation is amended and
restated to read as follows:

     "(b) The Holders of a majority of the outstanding shares of Series A
Preferred Stock, voting as a separate class, will be entitled to elect one
member of the Board of Directors and one representative to attend all meetings
of the Board of Directors as a non-voting observer. Such observer shall be
entitled to receive all notices of meetings of the Board of Directors as and
when delivered to the members of the Board of Directors."
<Page>

     3.   Sections 4(c) and 4(d) of the Series A Certificate of Designation are
amended and restated to read as follows:

     "(c) (i) Upon the accumulation of accrued and unpaid dividends on the
outstanding Series A Preferred Stock in an amount equal to six full quarterly
dividends (whether or not consecutive) (the events described above being
referred to herein as a "VOTING RIGHTS TRIGGERING EVENT"), then the number of
members of the Company's Board of Directors will be immediately and
automatically increased by one unless there is a vacancy on the Company's Board
of Directors, and the Holders of a majority of the outstanding shares of Series
A Preferred Stock, voting as a separate class, will be entitled to elect one
additional member to the Board of Directors of the Company.

     (ii) Whenever such voting right shall have vested pursuant to a Voting
Rights Triggering Event, such right may be exercised initially either at a
special meeting of the Holders of Series A Preferred Stock, called as
hereinafter provided, or at any annual meeting of stockholders held for the
purpose of electing directors, and thereafter at such annual meetings or by the
written consent of the Holders of Series A Preferred Stock. Such right of the
Holders of Series A Preferred Stock to elect a director pursuant to a Voting
Rights Triggering Event may be exercised until all dividends in arrears shall
have been paid in full, at which time the right of the Holders of Series A
Preferred Stock to elect such director shall cease, the term of such director
previously elected shall thereupon terminate, and the authorized number of
directors of the Company shall thereupon return to the number of authorized
directors otherwise in effect, but subject always to the same provisions for the
renewal and divestment of such special voting rights in the case of any such
future dividend arrearage or defaults or any such failure to make redemption
payments.

     (d)  At any time when such voting right shall have vested in the Holders of
Series A Preferred Stock pursuant to a Voting Rights Trigger Event and if such
right shall not already have been initially exercised, a proper officer of the
Company shall, upon the written request of Holders of record of 10% or more of
the Series A Preferred Stock then outstanding, addressed to the Secretary of the
Company, call a special meeting of Holders of Series A Preferred Stock. Such
meeting shall be held at the earliest practicable date upon the notice required
for annual meetings of stockholders at the place for holding annual meetings of
stockholders of the Company or, if none, at a place designated by the Secretary
of the Company. If such meeting shall not be called by the proper officers of
the Company within 30 days after the personal service of such written request
upon the Secretary of the Company, or within 30 days after mailing the same
within the United States, by registered mail, addressed to the Secretary of the
Company at its principal office (such mailing to be evidenced by the registry
receipt issued by the postal authorities), then the Holders of record of 10% of
the shares of Series A Preferred Stock then outstanding may designate in writing
a Holder of Series A Preferred Stock to call such meeting at the expense of the
Company, and such meeting may be called by such person so designated upon the
notice required for annual meetings of stockholders and shall be held at the
place for holding annual meetings of the Company or, if none, at a place
designated by such Holder. Any Holder of Series A Preferred Stock that would be
entitled to vote at such meeting shall have access to the stock books of the
Company for the purpose of causing a meeting of

                                       2
<Page>

stockholders to be called pursuant to the provisions of this Section.
Notwithstanding the provisions of this paragraph, however, no such special
meeting shall be called if any such request is received less than 90 days before
the date fixed for the next ensuing annual or special meeting of stockholders.
Any action required to be taken at a meeting of Holders may be taken without a
meeting, with 15 days prior notice and without a vote, if a consent or consents
in writing, setting forth the action so taken, shall be signed by the holders of
a majority of the outstanding shares of Series A Preferred Stock."

     4.   The parentheticals in the first sentence of Section 4(f) and Section
4(h) of the Certificate of Designation are hereby amended and restated to read
as follows: to include the following language:

     "(with shares held by the Company and any of its Affiliates, other than the
Existing Bondholders, not being considered to be outstanding for this purpose)"

     5.   The definition of Credit Agreement as set forth in the Series A
Certificate of Designation is amended and restated to read as follows:

     ""CREDIT AGREEMENT" means, collectively, (i) the Amended and Restated Loan
and Security Agreement dated November 20 2001 by and among the Company, the
lenders party thereto in their capacities as lenders thereunder and Fleet
Capital Corporation, as agent, together with the related documents thereto
(including, without limitation, any guarantee agreements and security
documents), and (ii) the Catalyst Notes (as defined below), together with any
related documents thereto (including without limitation, any guarantee
agreements and security documents) in each case as such agreements may be
amended (including any amendment and restatement thereof), supplemented or
otherwise modified from time to time, including any agreement extending the
maturity of, refinancing, replacing or otherwise restructuring (including
increasing the amount of available borrowings thereunder (PROVIDED that such
increase in borrowings is Permitted Indebtedness or is permitted by the
"Incurrence of Additional Indebtedness and Issuance of Disqualified Capital
Stock" covenant of Section 6(b)) or adding Restricted Subsidiaries of the
Company as additional guarantors thereunder) all or any portion of the
Indebtedness under such agreement or any successor or replacement agreement and
whether by the same or any other agent, lender or group of lenders. Catalyst
Notes means the Company's $12 million in principal amount of senior subordinated
secured notes issued to Catalyst Equity Fund, L.P. ("Catalyst")"

     6.   The definition of Disqualified Capital Stock as set forth in the
Series A Certificate of Designation is amended and restated to read as follows:

     ""DISQUALIFIED CAPITAL STOCK" means that portion of any Capital Stock
(other than the Company's 13% Series B Cumulative Preferred Stock (the "Series B
Preferred Stock") and 12% Series B-1 Cumulative Preferred Stock) which, by its
terms (or by the terms of any security into which it is convertible or for which
it is exchangeable), or upon the happening of any event, matures or is
mandatorily redeemable, other than in connection with a Change of Control,
pursuant to a sinking fund obligation or otherwise, or is redeemable at the sole
option of the holder thereof on or prior to the date of redemption for the
Series A Preferred Stock as set forth in this Certificate of Designation."

                                       3
<Page>

     7.   The definition of Change of Control as set forth in the Series A
Certificate of Designation is amended and restated to read as follows:

     "Change of Control" means the occurrence of one or more of the following
events: (i) any sale, lease, exchange or other transfer (in any one transaction
or a series of related transactions) of all or substantially all of the assets
of the Company to any Person or group of related Persons for purposes of Section
13(d) of the Exchange Act (a "Group"), together with any Affiliates thereof;
(ii) the approval by the holders of Capital Stock of the Company of any plan or
proposal for the liquidation or dissolution of the Company; (iii) any Person or
Group (other than the Permitted Holder(s) or SunAmerica Asset Management Corp.,
AIG Global Investment Corp., Ares Management, L.P., TCW/Crescent Mezzanine, LLC
or the other Existing Bondholders or any combination of such entities and their
respective Affiliates) shall become the owner, directly or indirectly,
beneficially or of record, of more than 35% of the issued and outstanding shares
of Capital Stock of the Company that is generally entitled to vote for the
election of directors (other than the Series A Preferred Stock and the Series B
Preferred Stock); or (iv) the replacement of a majority of the Board of
Directors of the Company over a two-year period from the directors who
constituted the Board of Directors of the Company at the beginning of such
period, and such replacement shall not have been approved by a vote of either
(A) the Credit Agent and Catalyst, (B) the holders of a majority of the issued
and outstanding shares of Series A Preferred Stock of the Company or (C) a
majority of the Board of Directors of the Company then still in office who
either were members of such Board of Directors at the beginning of such period
or whose election as a member of such Board of Directors was previously so
approved.

     8.   The Series A Certificate of Designation is amended to include the
following new definitions:

     "Existing Bondholders" means the holders of the Company's 10 1/2 % Senior
Subordinated Notes due 2007 immediately before giving effect to the exchange of
such securities for 13% Senior Subordinated Notes due 2005 and the Series B
Preferred Stock issued by the Company.

     "Credit Agent" means, at any time, the then acting administrative agent
under the Amended and Restated Loan Agreement dated November 20, 2001, by and
among the Company, the lenders party thereto in their capacities as lenders
thereunder and Fleet Capital Corporation, as agent, which shall initially be
Fleet Capital Corporation.

     RESOLVED: That the record date for the aforesaid amendment for purposes of
the written consent of the holders of the Series A Preferred Stock in lieu of a
special meeting shall be November 19, 2001.

     SECOND: That the aforesaid amendment has been consented to and authorized
by the holders of a majority of the issued and outstanding stock of each class
entitled to vote thereon by written consent given in accordance with the
provisions of Section 228 of the General Corporation Law of the State of
Delaware and that prompt notice of the taking of the foregoing action without a
meeting has been given to those stockholders who have not consented in writing
pursuant to Section 228(d) thereof.

                                       4
<Page>

     THIRD: That the aforesaid amendment was duly adopted in accordance with the
applicable provisions of Sections 242 and 228 of the General Corporation Law of
the State of Delaware.

     The undersigned Color Spot Nurseries, Inc. has caused this Certificate of
Amendment of the Series A Certificate of Designation to be executed on its
behalf by its President and attested by its Secretary as of _______, 2001.



                                        COLOR SPOT NURSERIES, INC.


                                        By:
                                           ---------------------------------
                                           David J. Barrett
                                           President


Attest:
       -------------------------
       [                   ]
       Secretary




                                       5