Exhibit 4.1
    

    

    

    
      THIRD CERTIFICATE OF AMENDMENT

OF

CERTIFICATE
      OF INCORPORATION

OF

HARRINGTON WEST
      FINANCIAL GROUP, INC.


Pursuant to Section 242 of the
      General Corporation
Law of the State of Delaware

    

    

    

    
      The undersigned, pursuant to the provisions of the General Corporation
      Law of the State of Delaware, do hereby certify and set forth as follows:
    

    

    

    
      FIRST:    The name of the corporation is
      Harrington West Financial Group, Inc.
    

    

    

    
      SECOND:   The amendment to the Certificate of Incorporation to be
      effected hereby is as follows:
    

    

    

    
      Article 4 of the Certificate of Incorporation is amended in its entirety
      to read as follows:
    

    

    

    
      “4.       (a)       The total number of shares of stock that the
      corporation shall have authority to issue is twenty million (20,000,000)
      shares, divided into two classes, as follows:  fifteen million
      (15,000,000) shares of common stock having a par value of one cent
      ($0.01) per share (“Common Stock”); and five million (5,000,000) shares
      of preferred stock, par value one cent ($0.01) per share (“Preferred
      Stock”).
    

    

    

    
      (b)       The Board of directors may issue Preferred Stock from time to
      time in one or more series, for such consideration as the Board of
      Directors may determine, with such voting power, not exceeding one vote
      per share, and with such designations, preferences and relative,
      participating, option or other special rights and qualifications,
      limitations and restrictions, as shall be stated in the resolution or
      resolutions providing for the issue thereof. All shares of one series
      shall be of equal rank and identical in all respects. The powers,
      designations, preferences, rights, qualifications, limitations and
      restrictions of each series of Preferred Stock may differ from those of
      any and all other series at any time outstanding. The Board of Directors
      is authorized to adopt a resolution at any time (i) fixing or altering
      the voting powers, designations, preferences, rights, qualifications,
      limitations and restrictions applicable to any wholly unissued series of
      Preferred Stock; and (ii) increasing or decreasing the number of shares
      constituting such series, either before or after issuing shares of such
      series, but not below the number of such shares then outstanding. Unless
      and to the extent otherwise required by law, holders of any series of
      Preferred Stock shall have only such voting rights, if any, as may have
      been determined by the Board of Directors in connection with the
      creation of such series or the modification thereof as allowed by this
      paragraph. In no event shall the Preferred Stock be entitled to more
      than one vote per share.
    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      (c)       Except as may otherwise be provided in this Certificate of
      Incorporation (including any certificate filed with the Secretary of
      State of the State of Delaware establishing the terms of a series
      Preferred Sock in accordance with Section (b) of this Article 4) or by
      applicable law, each holder of Common Stock, as such, shall be entitled
      to one vote for each share of Common Stock held of record by such holder
      on all matters on which stockholders generally are entitled to vote.
    

    

    

    
      (d)       Subject to applicable law and the rights, if any, of the
      holders of any outstanding series of Preferred Stock, dividends may be
      declared and paid on the Common Stock at such times and in such amounts
      as the Board of Directors in its discretion shall determine.
    

    

    

    
      (e)       Upon the dissolution, liquidation or winding up of the
      corporation, subject to the rights, if any, of the holders of any
      outstanding series of Preferred Stock, the holders of the Common Stock
      shall be entitled to receive the assets of the corporation available for
      distribution to its stockholders ratably in proportion to the number of
      shares held by them.”
    

    

    

    
      THIRD:    The amendment effected herein was authorized by the
      affirmative vote of the holders of a majority of the outstanding shares
      entitled to vote thereon at a meeting of shareholders pursuant to
      Section 242 of the General Corporation Law of the State of Delaware.
    

    

    

    
      FOURTH:   The capital of the corporation will not be reduced
      under or by reason of this amendment.
    

    

    

    
      IN WITNESS WHEREOF, I have hereunto set my hand and seal this 4th
      day of December, 2008.
    

    

    

    
    	
           
        	
          
            By:
          

        	
           
        	
          
            /s/ CRAIG J. CERNY
          

        	

        
	

        	

        	
           
        	
          
            Craig J. Cerny
          

        	

        
	

        	

        	

        	
          
            Chairman of the Board and
          

        	

        
	

        	

        	

        	
          
            Chief Executive Officer
          

        	

        
	

        	

        	

        	

        	
           
        
	

        	
          
            By:
          

        	
           
        	
          
            /s/ LISA F. WATKINS
          

        	

        
	

        	

        	

        	
          
            Lisa F. Watkins
          

        	

        
	

        	

        	

        	
          
            Vice President, Secretary