Unassociated Document


    


    Exhibit
4.2

    


    
      	
              NUMBER

            	 
      	
              SHARES

            
	
              *
      01 *

            	 
      	 
      


    

    


    FIRST
RELIANCE BANCSHARES, INC.

    INCORPORATED
UNDER THE LAWS OF THE STATE OF SOUTH CAROLINA

    


     Transfer of this stock is restricted
in accordance with

     conditions
printed on the reverse of this certificate.

    
      


      
        	
                THIS CERTIFIES THAT

              	
                UNITED STATES DEPARTMENT OF
      TREASURY

              


      

      


      
        	
                is the owner of

              	
                 

              


      

      




    FULLY PAID AND
NON-ASSESSABLE SHARES OF

    FIXED RATE CUMULATIVE PERPETUAL
PREFERRED STOCK, SERIES
B, NO PAR VALUE, OF

    


    FIRST
RELIANCE BANCSHARES, INC.

    


    (hereinafter
called the "Company").  The Company will furnish, without charge, a
summary of the designations, relative rights, preferences and limitations
applicable to the Fixed Rate Cumulative Perpetual Preferred Stock, Series B, of
the Company, 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, upon written request. The shares represented by
this certificate are transferable on the books of the Company by said owner or
by his or her duly authorized attorney, upon the surrender of this Certificate
properly endorsed.

    


    IN WITNESS WHEREOF, the
Company has caused this Certificate to be signed by its duly authorized officers
and its corporate seal to be hereunto affixed.

    


    Date:  March
6, 2009.

    [SEAL]

    
      
        	
                  

              	 
      	
                  

              
	
                Jeffrey
      A. Paolucci

              	 
      	
                F.R.
      Saunders, Jr.

              
	
                Secretary

              	
                  

              	
                President
      & Chief Executive Officer

              


      

    

     

    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    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.

    


    THIS
INSTRUMENT IS ISSUED SUBJECT TO THE RESTRICTIONS ON TRANSFER AND OTHER
PROVISIONS OF A SECURITIES PURCHASE AGREEMENT BETWEEN THE ISSUER OF THESE
SECURITIES AND THE INVESTOR REFERRED TO THEREIN, A COPY OF WHICH IS ON FILE WITH
THE ISSUER. THE SECURITIES REPRESENTED BY THIS INSTRUMENT MAY NOT BE SOLD OR
OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH SAID AGREEMENT. ANY SALE OR
OTHER TRANSFER NOT IN COMPLIANCE WITH SAID AGREEMENT WILL BE VOID.

    


    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

              	
                UGMA/(STATE)

              	 
      	
                CUSTODIAN

              	 
      
	
                TEN ENT

              	
                -

              	
                AS
      TENANTS BY THE ENTIRETIES

              	
                (CUSTODIAN)  
      

              	
                (MINOR)     
      

              
	
                JTWROS

              	
                -

              	
                AS
      JOINT TENANTS WITH RIGHT OF SURVIVORSHIP AND NOT AS TENANTS IN
      COMMON

              	
                UNDER
      THE UNIFORM GIFT TO MINORS
ACT/(STATE)

              


      

    

    


    For
value received, ____________________ hereby sell, assign and transfer
unto

    


        PLEASE
INSERT SOCIAL SECURITY OR OTHER

            IDENTIFYING
NUMBER OF ASSIGNEE                                             

    


    
      
        
          	
                   
      

                   

                	 
      


        

      

    

    
 

    

      
        

      

    

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

     

    


    

      
 

    
      
        	 
      	
                shares

              


      

    

    


    represented
by the within Certificate, and do hereby irrevocably constitute and appoint
______________________

    Attorney
to transfer the said shares on the records of the within-named Company with full
power of substitution in the premises.

    


    

      
        

      

    

    (DATE)

    


    
      
        	 
      	
                AND

              


      

    

    (SIGNATURE:  THE
SIGNATURE ON 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
GUARANTEE:  SIGNATURE MUST BE GUARANTEED BY A COMMERCIAL BANK, A
SAVINGS AND LOAN

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    


    ASSOCIATION
OR A TRUST COMPANY IN THE UNITED STATES OR BY A MEMBER FIRM OF ANY NATIONAL
SECURITIES EXCHANGE
OR OF THE NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC.)