Shares
 Number
 
                                     [LOGO]
C
                                  COMMON STOCK
 
                               CUSIP 591650 10 6
                            SEE REVERSE FOR CERTAIN
                                  DEFINITIONS
 
THIS CERTIFIES THAT
 
is the owner of
 
FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, PAR VALUE $1.00 PER SHARE,
                                       OF
 
METROCORP BANCSHARES, INC., transferable on the books of the Corporation
by the holder hereof, in person or by duly authorized attorney, upon
surrender of this Certificate properly
endorsed or accompanied by a proper assignment. This Certificate is not
valid until countersigned and registered by the Transfer Agent and
Registrar.
 
        IN WITNESS WHEREOF, the Corporation has caused this certificate to be
signed in facsimile by its duly authorized officers and the facsimile corporate
seal to be duly affixed hereto.
 
    DATED:
 

                                                                                    
                                                        [LOGO]                                                                [LOGO]

 
                                     [LOGO]

                                                                                    
                                                                            PRESIDENT                                      SECRETARY


                           METROCORP BANCSHARES, INC.
 
    The corporation will furnish without charge to each stockholder who so
requests the powers, designations, preferences and relative participating,
optional or other special rights of each class of stock or series thereof and
the qualifications, limitations or restrictions of such preferences and/or
rights.
 
    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       UNIF GIFT MIN ACT--    ..............Custodian  ...........
 
                       as tenants by the
TEN ENT        --      entireties                                        (Cust)                     (Minor)
JT TEN         --      as joint tenants with                             under Uniform Gifts to Minors Act
                       right                                             ....................................
                       of survivorship and not                           (STATE)
                       as
                       tenants in common

 
    Additional abbreviations may also be used though not in the above list.
    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
 
of Common Stock represented by the within Certificate, and do hereby irrevocably
constitute and appoint
________________________________________________________________________________
_______________________________________________________________________ Attorney
 
to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.
 

                                    
Dated,
                                          X
NOTICE: THE SIGNATURE(S) TO
THIS ASSIGNMENT MUST CORRE-
SPOND WITH THE NAME(S) AS
WRITTEN UPON THE FACE OF
THE CERTIFICATE IN EVERY
PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT
OR ANY CHANGE WHATEVER.
                                          X
                                          Signature(s) must be guaranteed by a bank, broker or qualified financial
                                           institution.