**Exhibit 4.2**

**ALARION BANK**

**2004 Warrant Plan**

**ARTICLE I**

**PURPOSE OF THE PLAN**

The Board of Directors of Alarion Bank (“Bank”) has determined that it is in the best interests of the Bank to issue Warrants to purchase theBank Common Stock in connection with the Bank’s initial offering of Common Stock. The Bank proposes to issue up to 1,500,000 shares of Common Stock and Warrants to purchase Common Stock in Units. Each Unit will contain one share of Common Stockand one Warrant which will entitle the holder thereof to purchase one share of additional Common Stock. Therefore the Board of Directors, in order to provide for the above, has adopted this Warrant Plan (“Plan”) on the date set forthherein. 

**ARTICLE II**

**SCOPE OF THE PLAN**

Section 1. ***Definitions.*******Unless the context clearly indicates otherwise, thefollowing terms have the meanings set forth below: 

 

 

 

 

 

 

 

Section 2. ***Warrants.*******There is hereby authorized 1,500,000 Warrants, each of which shall be redeemable for one share of CommonStock of the Bank. Warrants shall be included only in Units offered by the Bank in its initial stock offering. Any Warrants not issued in connection with the initial stock offering shall automatically expire. Warrants may be called by the Board upona formal capital call issued by the Bank’s primary federal regulator or the Florida Office of Financial Regulation or at anytime after their one year anniversary. 

Section 3. ***Call and Extension Options.*******The Board may call some or all of the Warrants issued and outstanding upon a formal capital call issued by the Bank’s primary federal regulator orthe Florida Office of Financial Regulation or at anytime after the expiration of a one year period following the opening of the Bank. Warrants may be called on a *pro-rata* basis, or in their entirety, from all Warrant holders. If such actionis taken by the Board, each Warrant holder shall be given written notice thereof and shall have 30 days from the date of such notice to present to the Bank the Warrants so called, along with payment therefore as required in Section 10 herein.Warrants not presented for exchange during this period shall expire at 5:00 p.m. on the 30th day following the date of such notice. 

Inaddition, prior to the Expiration Date, the Board may extend the term of the Warrants for up to six additional months. 

Section 4. ***Form of Warrants.*******The certificates evidencing the Warrants (the“Warrant Certificates”) shall be substantially in the form set forth in **Exhibit A**attached hereto, and may have such letters, numbers or other marks of identification or designation and such legends, summaries or endorsementsprinted, lithographed or engraved thereon as the Bank may deem appropriate and as are not inconsistent with provisions of this Plan, or as may be required to comply with any law, or with any rule or regulation made pursuant thereto, or to conform tousage. Each Warrant Certificate shall entitle the registered holder thereof, subject to the provisions of this Agreement and of such Warrant Certificate, to purchase, in whole share amounts only, one fully paid and non-assessable share of CommonStock for each Warrant evidenced by such Warrant Certificate, at $10.00 per share. 

Section 5. ***Issuance of Warrants.*******The Warrant Certificates when issued shall be dated and signed on behalf of the Bank, manually or by facsimile signature, by any two of its Chairman of the Board, Chief Executive Officer, President, or Secretary under its corporate seal, if any.The seal of the Bank, if any, may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Warrants. 

Section 6. ***Registration of Warrant Certificates; Registered Owners.*******The Bank shall maintain or cause to be maintained books for registration of ownership and transfer of ownership of theWarrant Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Warrant Certificates and the number of Warrants evidenced by each such Warrant Certificate. The Bank may deem and treat theregistered holder of a Warrant Certificate as the absolute owner thereof and of the Warrants evidenced thereby (notwithstanding any notation of ownership or other writing thereon made by anyone), for the purpose of any exercise of such Warrants andfor all other purposes, and the Bank shall not be affected by any notice to the contrary. 

Section 7. ***Registration of Transfersand Exchanges; Transfer Restriction.*******The Bank shall transfer from time to time, any outstanding Warrants upon the books to be maintained by the Bank for that purpose, upon surrender of the Warrant Certificate evidencing such Warrants,with the Form of Assignment duly filled in and executed and accompanied by a Common Stock Certificate evidencing an equal number of shares to be transferred, to the Bank, at its office in Ocala, Florida at any time prior to the Expiration Date. Uponreceipt of a Warrant Certificate, with the Form of Assignment duly completed and executed, the Bank shall promptly deliver a Warrant Certificate or Certificates representing an equal aggregate full number of Warrants to the transferee;*provided,* however, in case the registered holder of any Warrant Certificate shall elect to transfer fewer than all of the Warrants evidenced by such Warrant Certificate, the Bank in addition shall promptly deliver to such registered holder anew Warrant Certificate or Certificates for the full number of Warrants not so transferred. 

Subject to Section 9 hereof, any WarrantCertificate or Certificates may be exchanged at the option of the holder thereof for Warrant Certificates of different denominations (subject to a minimum denomination of 100 warrants), of like tenor and representing in the aggregate the same numberof Warrants, upon surrender of such Warrant Certificate or Certificates, with the Form of Assignment duly completed and executed, on or prior to the Expiration Date. 

Warrants may only be transferred to: (i) a parent, sibling, spouse, child, or grandchild of the holder; (ii) to a pension or profit sharing plan of which the holder or holder’s spouse is a beneficiary;(iii) to a business entity or trust owned or controlled by the holder or holder’s spouse is a beneficiary; or (iv) by a court order. In addition, the Bank shall not effect any transfer or exchange which will result in the issuance ofa Warrant Certificate for a fraction of a Warrant. 

Section 8. ***Mutilated, Destroyed, Lost or Stolen WarrantCertificates.*******Upon receipt by the Bank of evidence reasonably satisfactory to them of the loss, theft, destruction or mutilation of any Warrant Certificate, and, in the case of loss, theft or destruction, receipt by the Bank ofindemnity or security reasonably satisfactory to them, and reimbursement to them of all reasonable expenses incidental thereto, and, in the case of mutilation, upon surrender and cancellation of the Warrant Certificate, the Bank shall deliver a newWarrant Certificate of like tenor representing in the aggregate the same number of Warrants. 

Section 9. ***Payment ofTaxes.*******With respect to any Warrant, the Bank will pay all documentary stamp taxes attributable to the initial issuance of shares of Common Stock upon the exercise of the Warrant; *provided*, however, that the Bank shall not berequired to pay any tax or taxes which may be payable in respect of any transfer involved in the issue of any Warrant or any certificates for shares of Common Stock in a name other than that of the registered holder of the Warrant or WarrantCertificate surrendered upon the exercise of a Warrant, and the Bank shall not be required to issue or deliver such Warrant or certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Bank the amountof such tax if any, or shall have established to the satisfaction of the Bank that such tax if required, has been paid. 

Section 10. ***Exercise, Purchase Price and Duration of Warrants.*******Subject to theprovisions of this Warrant Plan, the holder of a Warrant shall have the right to purchase from the Bank (and the Bank shall issue and sell to that holder), one fully paid and non-assessable share of Common Stock for each Warrant at the initialexercise price of $10.00 per share (subject to adjustment as provided in Section 12 hereof), upon the surrender of the Warrant Certificate evidencing such Warrant on any business day prior to 5:00 p.m. on the Expiration Date, with the Form ofElection to Exercise on the reverse thereof duly completed and executed, and payment of the Exercise Price in lawful money of the United States of America in cash or by cashiers’ or certified check payable to the Bank. The exercise price andthe shares of Common Stock issuable upon exercise of a Warrant shall be subject to adjustment from time to time in the manner specified in Section 12 and, as initially established or as so adjusted, are referred to herein as the “ExercisePrice” and the “Shares,” respectively. The Warrants shall be so exercisable either as an entirety or from time to time in part at the election of the registered holder thereof except that the Bank shall not be required to issuecertificates in denominations of less than 100 shares. In the event that fewer than all Warrants evidenced by a Warrant Certificate are exercised at any time prior to 5:00 p.m. Eastern Standard Time on the Expiration Date a new Warrant Certificatewill be issued for the Warrants not so exercised. 

No payments or adjustments shall be made for any cash dividends, whether paid ordeclared, on Shares issuable on the exercise of a Warrant. 

No fractional shares of Common Stock shall be issued upon exercise of aWarrant, but, in lieu thereof, there shall be paid to the registered holder of the Warrant Certificate evidencing such Warrant or other person designated on the Form of Election to Exercise as soon as practicable after date of surrender, an amountin cash equal to the fraction of the current market value of a share of Common Stock equal to the fraction of a share to which such Warrant related. For such purpose, the current market value of a share of Common Stock shall be the book value of theCommon Stock as of the last day of the month immediately preceding the date of the Election to Exercise. 

Subject to Section 9 hereof,upon surrender of a Warrant Certificate, with the Form of Election to Exercise duly completed and executed, together with payment of the Exercise Price, the Bank shall issue and deliver the full number of Shares issuable upon exercise of theWarrants tendered for exercise. Shares shall be deemed to have been issued, and any person so designated by the registered holder shall be deemed to have become the holder of record of a Share, as of the date of the surrender of the WarrantCertificate to which the Share relates and payment of the appropriate Exercise Price; *provided,* however, if the date of surrender of a Warrant Certificate shall occur within any period during which the transfer books for the Bank’sCommon Stock are closed for any purpose, such person shall not be deemed to have become a holder of record of a Share until the opening of business on the day of reopening said transfer books, and certificates representing such Shares shall not beissuable until such day. 

Section 11. ***Reservation of Shares.*******The Bank will at all times reserve and keepavailable, free from preemptive rights, out of the aggregate of its authorized but unissued Common Stock, for the purpose of enabling it to satisfy any obligation to issue Shares upon exercise of Warrants, through the close of business on theExpiration Date, the number of Shares deliverable upon the exercise of all outstanding Warrants. 

The Bank covenants that all Shares issuedupon exercise of the Warrants will, upon issuance in accordance with the terms of this Agreement, be fully paid and non-assessable. 

Section 12. ***Adjustment of Exercise Price and Number of Shares Purchasable.*******The Exercise Price and the number of Shares which may be purchased upon the exercise of each Warrant are subject to adjustment from time totime upon the occurrence, after the date hereof, if the Bank shall (i) declare a dividend on the Common Stock payable in shares of common stock, (ii) subdivide the outstanding Common Stock into a greater number of shares or(iii) combine the outstanding Common Stock into a smaller number of shares, *then* the Exercise Price in effect on the record date for that dividend or on the effective date of that subdivision or combination, and/or the number and kind ofshares of capital stock issuable on that date, shall be proportionately adjusted so that the holder of any Warrant exercised after such time shall be entitled to receive solely the aggregate number and kind of shares of capital stock which, if theWarrant had been exercised immediately prior to that date, such holder would have owned upon exercise and been entitled to receive by virtue of that dividend, subdivision, or combination. The foregoing adjustments shall be made by the Banksuccessively whenever any event listed above shall occur. 

Section 13. *****Notices to Warrant Holders.*******Upon any adjustment to theExercise Price pursuant to Section 10 hereof, the Bank within twenty calendar days thereafter shall cause to be given to the registered holders of outstanding Warrant Certificates at their respective addresses appearing on the WarrantCertificate register written notice of the adjustments by first-class mail, postage prepaid. Where appropriate, the notice may be given in advance and included as a part of the notice required to be mailed under the other provisions of thisSection 12. 

Section 14. ***Supplements and Amendments.*******The Bank may from time to time supplement or amend thisAgreement without the consent or concurrence of or notice to any holders of Warrant Certificates or Warrants in order to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, tocorrect any defective provision, clerical omission, mistake or manifest error herein contained, or to make any other provision with respect to matters or questions arising under this Agreement which shall not be inconsistent with the provisions ofthe Warrant Certificates; *provided* that such action shall not adversely affect the interests of the holders of the Warrant Certificates or Warrants. Other amendments to this Agreement may be approved by a vote of at least 66 percent of theBank’s shares. 

Section 15. ***Governing Law*****.**This Plan and each Warrant Certificate issued hereunder shall bedeemed to be a contract made under the laws of the State of Florida and for all purposes shall be governed by, construed and enforced in accordance with the laws of said State. 

Section 16. ***Benefits of This Plan.*******Nothing in this Plan shall be construed to give to any person or corporation other than theBank and the registered holders of the Warrant Certificates or Warrants any legal or equitable right, remedy or claim under this Plan; this Plan shall be for the sole and exclusive benefit of the Bank and the registered holders of the WarrantCertificates. 

**EXHIBIT A**

*Warrant Certificate*

Certificate No.

 

____________________
 **SUBJECT TO CALL** 
Number of Warrants

 

____________________

**WARRANT CERTIFICATE FOR PURCHASE OF**

**COMMON STOCK OF ALARION BANK**

**(See Reverse Sidefor Summary of Terms of Warrant Plan)**

**THIS CERTIFIES THAT,**for value received,                                        ,or registered assigns, is the owner of the number of warrants set forth above, each of which entitles the owner to purchase, subject to the terms and conditions hereof and of the Warrant Plan referred to herein, at any time after the date hereof andprior to the Expiration Date (as herein defined), one share of Common Stock, par value $5.00 per share (“Shares”) of Alarion Bank (“Bank”) at $10.00 per share (“Exercise Price”), payable in cash, or by cashiers check orother official bank check, payable to the Bank. Warrants may be exercised by delivery and surrender of this Warrant Certificate, along with the Form of Election to Exercise on the reverse hereof duly completed and executed together with payment ofthe Exercise Price at the office of the Bank or its duly appointed agent. 

This Warrant Certificate and each Warrant represented hereby are issued pursuantto and are subject to all of the terms, provisions and conditions of that certain Warrant Plan (“Warrant Plan”), adopted by the Bank, to all of which terms, provisions and conditions the registered holder of this Warrant Certificateconsents by acceptance hereof. The Warrant Plan and the summary of its terms set forth on the reverse side of this Warrant Certificate are hereby incorporated into this Warrant Certificate by reference and made a part hereof. The Warrant Plan setsforth the terms and conditions under which the exercise price for a Warrant, the number of shares to be received upon exercise of a Warrant, or both, may be adjusted. Reference is hereby made to the Warrant Plan for a full description of the rights,limitations of rights, obligations, duties and immunities hereunder of the Bank and the holders of the Warrant Certificates or Warrants. In the event of a conflict between the provisions of this Warrant Certificate and the Warrant Plan, theprovisions of the Warrant Plan shall control. 

Copies of the Warrant Plan are available for inspection at the Bank’s office, or may be obtained uponwritten request addressed to the Secretary, Alarion Bank, One Northeast First Avenue, Ocala, Florida 34470. The Bank shall not be required upon the exercise of the Warrants evidenced by this Warrant Certificate to issue fractions of Shares, butshall make adjustments therefore in cash on the basis of the current market value of any fractional interest as provided in the Warrant Plan. 

The Warrantsevidenced by this Warrant Certificate shall expire at 5:00 p.m. on the third anniversary of the date the Bank opens for business or sooner if called by the Board of Directors pursuant to the Warrant Plan. The day and time of expiration is referredto herein as the “Expiration Date.” 

**IN WITNESS WHEREOF,**Alarion Bank has caused this certificate to be executed by the signatures of itsduly authorized officers and has caused its corporate seal to be hereunto affixed. 

 
Dated: SEAL
 
 
 
President Chairman of the Board of Directors

**Summary of Terms of Warrant Plan**

The Warrant Plan provides that, upon the occurrence of certain events, the initial exercise price set forth on the face of this Warrant Certificate may, subject to specified conditions, be adjusted (such exerciseprice, as initially established or as adjusted from time to time, is referred to herein as the “Exercise Price”). If the Exercise Price is adjusted, the Warrant Plan provides that the number of shares which can be purchased upon theexercise of each Warrant represented by this Warrant Certificate are subject to adjustment. 

The Warrants evidenced by this Warrant Certificate shall beexercisable until 5:00 p.m. on the third anniversary of the date the Bank opens for business or sooner if called in accordance with the Warrant Plan. Warrants are callable upon a formal regulatory capital call or at any time after the expiration ofa one-year period following the opening of the Bank. 

In the event that upon any exercise the number of Warrants exercised shall be fewer than the totalnumber of Warrants represented hereby, there shall be issued to the holder hereof or his assignee a new Warrant Certificate evidencing the Warrants not so exercised. The Bank shall not be required to issue fractions of shares or any certificateswhich evidence fractional shares. In lieu of a fractional share, if any, there shall be paid to the registered holder of a Warrant with regard to which the fractional share would be issuable, an amount in cash equal to the same fraction of thecurrent market value (as determined pursuant to the Warrant Plan) of a share. 

No payment or adjustment will be made for any cash dividends, whether paidor declared, on any shares issuable upon exercise of a Warrant. Prior to the exercise of the Warrants represented hereby, the registered holder of this Warrant Certificate, shall not be entitled to vote on or be deemed the holder of Common Stock ofthe Bank which may at any time be issuable on the exercise hereof for any purpose, and nothing contained in the Warrant Plan or herein shall be construed to confer upon the holder of this Warrant Certificate, any of the rights of a stockholder ofthe Bank or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action (whether upon any recapitalization, issue of stock,reclassification of stock, change of par value or change of stock to no par value, consolidation, merger, conveyance or otherwise) or to receive notice of meetings or other actions affecting stockholders or to receive dividends or subscriptionrights or otherwise. 

The Bank may deem and treat the registered holder of this Warrant Certificate as the absolute owner hereof and of the Warrantsrepresented by this Warrant Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone) for the purposes of any exercise of such Warrants and for all other purposes, and the Bank shall not be affected by any noticeto the contrary. 

Upon surrender of this Warrant Certificate with the form of Assignment below duly completed and executed, a new Warrant Certificaterepresenting the Warrants represented by this Warrant Certificate will be issued to the transferee; *provided*, however, that if the registered holder of this Warrant Certificate elects to transfer fewer than all Warrants represented by thisWarrant Certificate, a new Warrant Certificate for the Warrants not so transferred will be issued to such registered holder. This Warrant Certificate, together with other Warrant Certificates, may be exchanged by the registered holder for anotherWarrant Certificate or Certificates of different denominations, of like tenor and representing in the aggregate Warrants equal in number to the same full number of Warrants represented by this Warrant Certificate and any other Warrant Certificate soexchanged. 

Warrants may only be transferred to: (i) a parent, sibling, spouse, child, or grandchild of the holder; (ii) to a pension or profitsharing plan of which the holder or holder’s spouse; (iii) to a business entity or trust owned or controlled by the holder or holder’s spouse; or (iv) by a court order. In addition, the Bank shall not effect any transfer orexchange which will result in the issuance of a Warrant Certificate for a fraction of a Warrant. 

[Form ofAssignment]                     

For value received                                        hereby sells, assigns and transfersunto                                         this Warrant Certificate and all right, title and interest therein, and to the Warrants represented thereby, and does hereby irrevocably constitute and appoint                                        attorney, to transfer said Warrant represented by Warrant Certificate number                                 on the books of the Bank with full power ofsubstitution in the premises. 

Dated:                                

NOTE: The above signature must correspond with the name written upon the face of this Warrant Certificate in every particular, without alteration or enlargement or anychange whatever. 

Signature Guaranteed: 

[Form Of Election ToExercise]                     

The undersigned herebyirrevocably elects to exercise              Warrants evidenced by this Warrant Certificate, to purchase             full shares of the Common Stock of the Bank (“Shares”) and herewith tenders payment for such Shares in the amount of$             in accordance with the terms hereof. The undersigned hereby acknowledges receipt of a Prospectus, including amendments and supplements thereto relating to the Offeringof the Common Stock to be acquired in connection with this transaction. 

Dated:                                

Social Security Number: 

Name of Registered holder of Warrant (PleasePrint):                                                      

Address (Please Print):                                                                                                      

Signature:                                                                                                                            

**NOTE:**The above signature must correspond with the name as written upon the face of this Warrant Certificate in everyparticular, without alteration or enlargement or any change whatever. If the holder hereof is hereby electing to exercise fewer than all Warrants represented by this Warrant Certificate and is requesting that a new Warrant Certificate evidencing theWarrants not exercised be registered in a name other than that in which this Warrant Certificate is registered, the signature of the holder of this Warrant Certificate must be guaranteed. 

Signature Guaranteed: