WARRANT CERTIFICATE FOR PURCHASE OF STOCK PAB BANKSHARES, INC

Exhibit 4.5

Certificate Number: [                      ]

VOID AFTER [                      ]

WARRANT CERTIFICATE FOR
PURCHASE OF STOCK

PAB BANKSHARES, INC.

          THIS CERTIFIES THAT, for value received [                                                                                   ] is the registered holder of a Warrant or Warrants expiring [                      ] (the “Warrant”) to purchase .25 of a fully paid and non-assessable share of Common Stock, no par value (“Shares”), of PAB Bankshares, Inc., a Georgia corporation (the “Company”), for each Warrant evidenced by this Warrant Certificate. The Warrant entitles the holder thereof to purchase from the Company, commencing on the date it is issued, such number of Shares at the price of $[___] per share, upon surrender of this Warrant Certificate and payment of the Warrant Price at the office or agency of the Warrant Agent, [                                          ] but only subject to the conditions set forth herein and in the Warrant Agreement between the Company and [                                          ] (as may be amended from time to time, the “Warrant Agreement”). The Warrant Agreement provides that upon the occurrence of certain events the Warrant Price and the number of Warrant Shares purchasable hereunder, set forth on the face hereof, may, subject to certain conditions, be adjusted. The term Warrant Price as used in this Warrant Certificate refers to the price per Share at which Shares may be purchased at the time the Warrant is exercised.

     No fraction of a Share will be issued upon any exercise of a Warrant. If the holder of a Warrant would be entitled to receive a fraction of a Share upon any exercise of a Warrant, the Company shall, upon such exercise in lieu of issuing fractional Shares pay a cash adjustment in an amount equal to that fraction’s interest of the Warrant Price on the last trading day preceding the date of exercise.

     The minimum number of shares that may be purchased per exercise of the Warrant is the lesser of: (i) twenty (20) Shares, or (ii) the number of Shares the Warrant entitles holder hereof to purchase.

     Upon any exercise of the Warrant for less than the total number of full Shares provided for herein, there shall be issued to the registered holder hereof or the registered holder’s assignee a new Warrant Certificate covering the number of Shares for which the Warrant has not been exercised.

     Warrant Certificates, when surrend