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Exhibit 4.1    
  



	NUMBER

CPB	 	CPB INC.
 INCORPORATED UNDER THE LAWS OF THE STATE OF HAWAII	 	SHARES
	 	 	 	 	 
	 	 	 	 	SEE REVERSE FOR CERTAIN DEFINITIONS

CUSIP 125903 10 4
	 	 	 	 	 
	 	 	 	 	 
	This Certifies that	 	 	 	 
	 	 	 	 	COUNTERSIGNED AND REGISTERED AMERICAN STOCK TRANSFER & TRUST COMPANY (NEW YORK, N.Y.) TRANSFER AGENT AND REGISTRAR BY AUTHORIZED SIGNATURE
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	is the record holder of	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, WITHOUT PAR VALUE, OF
	 	 	 	 	 
	CPB 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. This certificate is not valid until countersigned by the
Transfer Agent and registered by the Registrar.
	

        WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers.
	 	 	 	 	 
	        Dated:	 	 	 	 





	

/s/  NEAL K. KANDA      
 Vice President, Secretary and Treasurer	
 	

 	
 	

/s/  CLINT ARNOLDUS      
 Chairman, President and Chief Executive Officer
	

 	
 	

[SEAL]	
 	

 
	 	 	CPB INC INCORPORATED

FEB. 1, 1982

STATE OF HAWAII

	 	 








 
 

DESIGNATIONS, PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS    
  


        A full statement of the designations, preferences, limitations and relative rights of the shares of each class of stock authorized to be issued, including the
variations in the relative rights and preferences between the shares of any series of preferred stock, may be obtained by any shareholder, upon request and without charge, from the Secretary of the
Company at CPB Inc., 220 South King Street, Honolulu, Hawaii 96813. 


        KEEP
THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, OR DESTROYED THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE. 


        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	 	

	TEN ENT	—	 	as tenants by the entireties	 	 	 	 	 	 	(Cust)	 	 	 	(Minor)
	JT TEN	—	 	as joint tenants with right of survivorship and not as tenants in common	 	 	 	 	 	 	under Uniform Gifts to Minors Act

    
 (State)
	

 	

 	
 	

 	
 	

 	
 	

UNIF TRF MIN ACT	

—	
 	

	
 	

Custodian (until age       )
	 	 	 	 	 	 	 	 	 	 	(Cust)	 	 	 	 
	

 	

 	
 	

 	
 	

 	
 	

 	

 	
 	

	
 	

 	
 	

 
	 	 	 	 	 	 	 	 	 	 	(Minor)	 	under Uniform Transfers to Minors Act

    
 (State)




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 the 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	
 	

    

	 	 	X	 	    

	 	 	NOTICE:	 	THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.
	
Signature(s) Guaranteed	
 	

 





	
By	

	
 	

 
	THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION
PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.	 	 
	    	 	 	 





        This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between CPB Inc. and
ChaseMellon Shareholder Services dated as of August 28, 1998 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the
principal executive offices of CPB Inc. Under certain circumstances, as set forth in the Rights Agreement, such rights will be evidenced by separate certificates and will no longer be evidenced by
this certificate. CPB Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set
forth in the Rights Agreement. Rights issued to any Person who becomes an Acquiring Person (as defined in the Rights Agreement) may become null and void. 


On March 1, 2000, American Stock Transfer & Trust Company became the Successor Rights Agent.









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Exhibit 4.1


DESIGNATIONS, PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS