Unassociated Document


    (face
of certificate)

    


    
      	
              Number
      1

            	
                               21,000
      Shares

            
	 
      	
              Fixed
      Rate Cumulative Perpetual Preferred Stock, Series
  A

            


    

    


    HERITAGE
OAKS BANCORP

    


    A
California Corporation

    


    AUTHORIZED
CAPITAL STOCK: 25,000,000 Shares

    


    
      	
              Preferred
      Stock: 5,000,000 Shares

            	 
      	
              Common
      Stock: 20,000,000 Shares

            


    

    


    THIS CERTIFIES THAT The United States Department of the
Treasury is the record holder of 21,000 fully paid and nonassessable
shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series A of Heritage Oaks Bancorp, a
California corporation, transferable only on the share register of said
corporation, in person or by duly authorized attorney, upon surrender of this
certificate properly endorsed or assigned.

    


    This certificate and the shares
represented hereby are issued and shall be held subject to all the provisions of
the Articles of Incorporation and the Bylaws of said corporation and any
amendments thereto, to all of which the holder of this certificate, by
acceptance hereof, assents.

    


    A statement of all rights, preferences,
privileges and restrictions granted to or imposed upon the respective classes
and/or series of shares of stock of the corporation and upon the holders thereof
may be obtained by any shareholder upon request and without charge, at the
principal office of the corporation, and the corporation will furnish any
shareholder, upon request and without charge, a copy of such
statement.

    


    WITNESS the Seal of the corporation and
the signatures of its duly authorized officers this 20th day of March,
2009.

    


     

    
      	
              /s/ William Raver

            	 
      	
              /s/ Lawrence P. Ward

            
	
              William
      Raver, Secretary

            	 
      	
              Lawrence
      P. Ward, Chief Executive Officer

            


    

    


    


    [Corporate Seal]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (back
of certificate)

     

    FOR VALUE
RECEIVED,                                                         
HEREBY SELLS, ASSIGNS AND TRANSFERS UNTO            
      ,         
             
 SHARES REPRESENTED BY THE WITHIN CERTIFIATE AND DOES HEREBY
IRREVOCABLY CONSTITUTE AND APPOINT                                  
 AS THE ATTORNEY TO TRANSFER THE SAID SHARES ON THE SHARE REGISTER
OF THE WITHIN NAMED CORPORATION WITH FULL POWER OF SUBSTITUTION IN THE
PREMISES.

    


    DATED:                                                      ,
200 
                      

    


    IN
PRESENCE OF:

     

     

    
      	Witness:
	 
	 	 
	By:  	 
	 	 
	Shareholder:
	 
	 	 
	By:    	 
	 	 
	 	 
	By:    	 
	 	 


    

     

     

    NOTICE:
THE SIGNATURE ON THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON
THE FACE OF THIS CERTIFICATE, IN EVERY PARTICULAR, WITHOUT ALTERATION OR
ENLARGEMENT, OR ANY CHANGE WHATSOEVER.

    


    THE
SECURITIES REPRESENTED BY THIS INSTRUMENT ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR
OTHER OBLIGATIONS OF A BANK AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.

    


    THE
SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES
LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF
EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH
ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER SUCH ACT OR SUCH LAWS. EACH PURCHASER OF THE SECURITIES
REPRESENTED BY THIS INSTRUMENT IS NOTIFIED THAT THE SELLER MAY BE RELYING ON THE
EXEMPTION FROM SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.
ANY TRANSFEREE OF THE SECURITIES REPRESENTED BY THIS INSTRUMENT BY ITS
ACCEPTANCE HEREOF (1) REPRESENTS THAT IT IS A
“QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES
ACT), (2) AGREES THAT IT WILL NOT OFFER, SELL OR OTHERWISE TRANSFER THE
SECURITIES REPRESENTED BY THIS INSTRUMENT EXCEPT (A) PURSUANT TO A REGISTRATION
STATEMENT WHICH IS THEN EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE ELIGIBLE FOR RESALE PURSUANT
TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL
BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS
OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE
IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) TO THE
ISSUER OR (D) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE
REGISTRATIONREQUIREMENTS OF THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE
TO EACH PERSON TO WHOM THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE
TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.