ex41.htm


    Exhibit
4.1

     

     

    ALASKA
PACIFIC BANCSHARES, INC.

     

    INCORPORATED
UNDER THE LAWS OF THE STATE OF ALASKA

     

    This
certifies that the United States Department of the Treasury is the owner of
___________________ (______)

     

    FULLY
PAID AND NON ASSESSABLE SHARES OF FIXED RATE CUMULATIVE PERPETUAL PREFERRED
STOCK, SERIES A, PAR VALUE $0.01 PER SHARE, OF

     

    ALASKA PACIFIC BANCSHARES,
INC., an Alaska corporation (the “Corporation”).  The shares
represented by this certificate are transferable only on the stock transfer
books of the Corporation by the holder of record hereof, or by such holder’s
duly authorized attorney or legal representative, upon the surrender of this
certificate properly endorsed. 

     

    IN WITNESS WHEREOF,
the Corporation has caused this certificate to be executed by the signatures of
its duly authorized officers. 

     

    
    

    
      	 	
              DATED
      __________ 

            	 
	 	 	 
	 
      	
              _______________________________

            	
              _______________________________

            
	 
      	
              Gillian
      R. Hays

            	
              Craig
      E. Dahl

            
	 	
              Secretary 

            	
              President
      and Chief Executive Officer 

            


    

     

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
    

            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 REGISTRATION REQUIREMENTS 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.

     

    
      
                The Corporation will
furnish to any shareholder on request and without charge a full or summary
statement of the designations, preferences, limitations, and rights of the
shares of each class which the Corporation is authorized to issue, and of the
variations in the relative rights and preferences between the shares of each
series of preferred class which the Corporation is authorized to issue, so far
as they have been fixed and determined, and of the authority of the Board of
Directors to fix and determine the relative rights and preferences of subsequent
series of a preferred class of stock. Such request may be made to the Secretary
of the Corporation.

         

      

    

                    For value received,
___________________________________________ hereby sell, assign and transfer
unto_________________ ______________________________ shares of the preferred
stock represented by the within Certificate, and do hereby irrevocably
constitute and appoint __________________________________ to transfer the said
Stock on the books of the within named Corporation, with full power of
substitution in the premises.

     

     

    
      	Dated
      _________________ 	In the presence
      of 
	 	 
	 	 
	 	____________________________________  
	                              
      	                          
       Signature 
	
               

            	
              NOTICE:
      The signature to this assignment must correspond with the name as written
      upon the face of the Certificate in every particular, without alteration
      or enlargement or any change
  whatever.