exv4w3






EXHIBIT 4.3




	 	 	 	 	 
	Series B Fixed Rate Cumulative

	 	 
	 	Series B Fixed Rate Cumulative
	Perpetual Preferred Stock

	 	 	 	Perpetual Preferred Stock
	No Par Value
	 	 	 	 






	 	 	 	 	 	 	 
	Certificate

	 	CVB FINANCIAL CORP.
	 	Shares

	Number

	 	INCORPORATED UNDER THE LAWS OF THE STATE OF CALIFORNIA
	 	 	130,000	 
	PB 00001
	 	 	 	 	 	 






CUSIP 126600 99 9




	 	 	 	 	 
	THIS CERTIFIES THAT

	 	UNITED STATES DEPARTMENT OF THE TREASURY	 	 
	 	 	 
	 

	 	 	 	TRANSFER OF THIS CERTIFICATE
	 

	 	 	 	IS RESTRICTED SEE
	 

	 	 	 	LEGEND ON REVERSE SIDE
	IS THE OWNER OF

	 	     ** One Hundred Thirty Thousand (130,000)**	 	 
	 	 	 





FULLY PAID AND NON-ASSESSABLE SHARES OF THE SERIES B FIXED RATE CUMULATIVE PERPETUAL PREFERRED STOCK OF



CVB FINANCIAL CORP.,



transferable in person or by duly authorized attorney upon surrender of this certificate properly
endorsed. This certificate and the shares represented hereby are subject to the provisions of the
Articles of Incorporation, all amendments thereto, and the Bylaws of the Corporation, and to the
rights, preferences, and voting powers of the Preferred Stock of the Corporation now or hereafter
outstanding; the terms of all such provisions, rights, preferences and voting powers being
incorporated herein by reference.



IN WITNESS THEREOF, CVB Financial Corp. has caused this certificate to be executed by signatures of
its duly authorized officers and has caused its corporate seal to be hereunto affixed.




	 	 	 
	 

	 	DATED:  December 5, 2008






	 	 	 
	/x/ Christopher D. Myers
	 	 
	 

          President and Chief Executive Officer

	 	 
	 
	 	 
	/s/ Myrna L. DiSanto
 

                              Secretary

	 	 







 









 









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.




	 	 	 	 	 	 	 	 	 
	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 POSTAL ZIP CODE, OF ASSIGNEE)	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 





	 	 	 	 	 	 	 
	 

	 	 	 	 	 	shares
	 	 	 
	of the capital 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:
	 	 	 	 	 	 
	 

	 	 

	 	 

Signature
	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	 	 	Signature	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	NOTE: 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.	 	 






SIGNATURE(S) GUARANTEED:




THE SIGNATURE(S) SHOULD BE GUARANTEED

BY AN ELIGIBLE GUARANTOR INSTITUTION

(Banks, Stockbrokers, Savings and Loan Associations

and Credit Unions) WITH MEMBERSHIPS IN AN

APPROVED SIGNATURE GUARANTEE MEDALLION

PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15.