Form of Certificate for the Series B Preferred Stock



 Exhibit 4.1 
  

					
	Series B Fixed Rate Cumulative	 		 	Series B Fixed Rate Cumulative
	  Perpetual Preferred Stock	 		 	Perpetual Preferred Stock  
	            No Par Value	 	THIS CERTIFICATE IS TRANSFERABLE IN
		 	JERSEY CITY, NJ AND PITTSBURGH, PA

  

					
	Certificate  	 	PACIFIC CAPITAL BANCORP	 	  
 Shares

	Number  	 	INCORPORATED UNDER THE LAWS OF THE STATE OF CALIFORNIA	 	[            ]
	 PB [        ]  
  
	 		 	 

  

											
		 		 		 		 	CUSIP 69404PFB	 	

  

					
	THIS CERTIFIES THAT	 	  

		 		 	TRANSFER OF THIS CERTIFICATE
IS RESTRICTED SEE
LEGEND ON REVERSE SIDE


			
	IS THE OWNER OF	 	  


 FULLY PAID AND NON-ASSESSABLE SHARES OF THE SERIES B FIXED RATE CUMULATIVE PERPETUAL PREFERRED STOCK OF 
 PACIFIC CAPITAL BANCORP, 
 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, Pacific Capital Bancorp 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: [                    ]
			
	  
	 		 	
	President	 		 	
			
	  
	 		 	
	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.