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  Exhibit 4.3    
    





					
	NUMBER	 	[PacWest Bancorp LOGO]	 	 SHARES
	
 THIS CERTIFICATE IS TRANSFERABLE

IN SOUTH ST. PAUL, MN.	
 	
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE	
 	
SEE REVERSE SIDE

FOR CERTAIN DEFINITIONS
	

 	
 	

 	
 	
CUSIP 695263 10 3









					
	 	 	 COUNTERSIGNED AND REGISTERED:

WELLS FARGO BANK, N.A.	 	 
	 	 	BY /s/ Todd J. May	 	TRANSFER AGENT

AND REGISTRAR
	

 	
 	
 	
 	
AUTHORIZED SIGNATURE





SPECIMEN


FULLY PAID AND NON-ASSESSABLE COMMON SHARES, $0.01 PAR VALUE, OF 



					
	





  	 	PACWEST BANCORP	 	





  






(hereinafter called the "Company"), transferable on the books of the Company in person or by duly authorized attorney, upon surrender of this Certificate properly endorsed.
This Certificate and the shares represented hereby are issued and shall be held subject to all of the provisions of the Certificate of Incorporation, as amended, and the Bylaws, as amended, of the
Company (copies of which are on file with
the Company and with the Transfer Agent), to all of which each holder, by acceptance hereof, assents. This Certificate is not valid unless countersigned and registered by the Transfer Agent and
Registrar.


COMMON 


        WITNESS the facsimile seal of the Company and the facsimile signatures of its duly authorized officers.



					
	Dated:
 	 	 	 	 
	/s/ Victor R. Santoro
 EXECUTIVE VICE PRESIDENT

AND CHIEF FINANCIAL OFFICER	 	 [PacWest Bancorp SEAL]	 	/s/ Matthew Wagner
 CHIEF EXECUTIVE OFFICER










PACWEST BANCORP  


THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS, A SUMMARY OF THE POWERS, DESIGNATIONS, PREFERENCES AND
RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OF THE COMPANY AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND RIGHTS, AND THE VARIATIONS
IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES, WHICH ARE FIXED BY THE CERTIFICATE OF INCORPORATION OF THE COMPANY, AS AMENDED, AND THE RESOLUTIONS OF THE BOARD OF DIRECTORS OF THE
COMPANY, AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES. SUCH REQUEST MAY BE MADE TO THE OFFICE OF THE SECRETARY OF THE COMPANY OR TO THE TRANSFER AGENT. THE
BOARD OF DIRECTORS MAY REQUIRE THE OWNER OF A LOST OR DESTROYED STOCK CERTIFICATE, OR HIS LEGAL REPRESENTATIVES, TO GIVE THE COMPANY A BOND TO INDEMNIFY IT AND ITS TRANSFER AGENTS AND REGISTRARS
AGAINST ANY CLAIM THAT MAY BE MADE AGAINST THEM ON ACCOUNT OF THE ALLEGED LOSS OR DESTRUCTION OF ANY SUCH CERTIFICATE. 







The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to
applicable laws or regulations: 





													
	TEN COM -	 	as tenants in common	 	UTMA -	 	 	 	 	 	Custodian	 	 
	 	 	 	 	 	 	





  (Cust)	 	 	 	





  (Minor)
	TEN ENT -	 	as tenants by entireties	 	 	 	under Uniform Transfers to Minors
	
 JT TEN    -	
 	
as joint tenants with right of survivorship	
 	
 	
 	
Act	
 	

 	
 	

 	
 	

 
	 	 	and not as tenants in common	 	 	 	 	 	





  (State)







Additional abbreviations may also be used though not in above list.








 

For value received
                                         
                                hereby sell(s), assign(s), and transfer(s)
unto



    PLEASE INSERT SOCIAL SECURITY OR OTHER

          IDENTIFYING NUMBER OF ASSIGNEE 







   








(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING ZIP CODE OF ASSIGNEE)


  








   








                                       
                                   Shares

of the capital stock represented by the within Certificate, and do(es)

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	 	 	 	X	 	 
	 	 	





  	 	





  
	

 	
 	

 	
 	
X	
 	

 
	 	 	 	 	





  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.
	
 SIGNATURE GUARANTEED	
 	

 	
 	

 
	 ALL GUARANTEES MUST BE MADE BY A FINANCIAL INSTITUTION (SUCH AS A BANK OR BROKER) WHICH IS A PARTICIPANT IN THE SECURITIES TRANSFER AGENTS MEDALLION PROGRAM ("STAMP"), THE NEW YORK STOCK EXCHANGE, INC.
MEDALLION SIGNATURE PROGRAM ("MSP"), OR THE STOCK EXCHANGES MEDALLION PROGRAM ("SEMP") AND MUST NOT BE DATED. GUARANTEES BY A NOTARY PUBLIC ARE NOT ACCEPTABLE.

	 	 	 	 














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Exhibit 4.3