Exhibit 4.5



Certificate Number                          Number of Preferred Securities

     P-1                                             _____________



                            CUSIP NO. _____________

                  CERTIFICATE EVIDENCING PREFERRED SECURITIES

                                       OF

                            CRESCENT CAPITAL TRUST I

                   ___% CUMULATIVE TRUST PREFERRED SECURITIES

                (LIQUIDATION AMOUNT $10 PER PREFERRED SECURITY)

     Crescent Capital Trust I, a statutory business trust created under the laws
of the State of Delaware (the "Trust"), hereby certifies that Cede & Co. (the
"Holder") is the registered owner of ______________________ preferred securities
of the Trust representing an undivided beneficial interest in the assets of the
Trust and designated the Crescent Capital Trust I ___% Cumulative Trust
Preferred Securities (liquidation amount $10 per Preferred Security) (the
"Preferred Securities"). The Preferred Securities are transferable on the books
and records of the Trust, in person or by a duly authorized attorney, upon
surrender of this certificate duly endorsed and in proper form for transfer as
provided in Section 504 of the Trust Agreement (as defined below). The
designations, rights, privileges, restrictions, preferences and other terms and
provisions of the Preferred Securities are set forth in, and the Preferred
Securities represented hereby are issued and shall in all respects be subject to
the terms and provisions of, the Amended and Restated Trust Agreement of the
Trust dated as of ________ __, 1999, as the same may be amended from time to
time (the "Trust Agreement"), including the designation of the terms of
Preferred Securities as set forth therein. The Holder is entitled to the
benefits of the Guarantee Agreement, as amended, entered into by CB&T Holding
Corporation., a Louisiana corporation, and Wilmington Trust Company, as
guarantee trustee, dated as of __________ __, 1999 (the "Guarantee"), to the
extent provided therein. The Trust will furnish a copy of the Trust Agreement
and the Guarantee to the Holder without charge upon written request to the Trust
at its principal place of business or registered office.



     Upon receipt of this certificate, the Holder is bound by the Trust
Agreement and is entitled to the benefits thereunder.


     IN WITNESS WHEREOF, one of the Administrative Trustees of the Trust has
executed this certificate this ___ day of __________, 1999.



                              CRESCENT CAPITAL TRUST I



                              By:
                                 ----------------------------------
                              Name:      Paul R. Trapani, Jr.
                              Title:     Administrative Trustee



     This is one of the Preferred Securities referred to in the Trust Agreement.



Dated: ________ __, 1999      WILMINGTON TRUST COMPANY,
                                as Trustee



                              By:
                                 ----------------------------------
                                  Authorized Signatory


                                   ASSIGNMENT



FOR VALUE RECEIVED, the undersigned assigns and transfers this Security
certificate to:

- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
        (Insert assignees social security or tax identification number)

- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
                   (Insert address and zip code of assignee)

and irrevocably appoints

- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
- ---------------------------------------------------------- agent to
transfer this Security certificate on the books of the Company.  The agent may
substitute another to act for him or her.

Date:
     ----------------------------------------

Signature:
           -----------------------------------
          (Sign exactly as your name appears on
          the other side of this Security)

Signature Guarantee:
                    --------------------------------------



- ----------------
Signature must be guaranteed by an "eligible guarantor institution" that is a
bank, stockbroker, savings and loan association or credit union meeting the
requirements of the Registrar, which requirements include membership or
participation in the Securities Transfer Agents Medallion Program ("STAMP") or
such other "signature guarantee program" as may be determined by the Registrar
in addition to, or in substitution for, STAMP, all in accordance with the
Securities and Exchange Act of 1934, as amended.