Exhibit 4.1


 


	
  Number 00001

  	
   

  	
  4,000 Shares

  
	
   

  	
   

  	
  Fixed Rate Cumulative Perpetual Preferred Stock, Series A

  



 


SANTA LUCIA BANCORP


A California Corporation


 


AUTHORIZED CAPITAL STOCK: 40,000,000 Shares


 


	
  Preferred Stock: 20,000,000 Shares

  	
   

  	
  Common Stock: 20,000,000 Shares

  



 


THIS CERTIFIES THAT The United
States Department of the Treasury is the record holder of 4,000 fully paid and nonassessable
shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series A of SANTA LUCIA BANCORP,


 


a California corporation, transferable only
on the share, register of said corporation, in person or by duly authorized
attorney, upon surrender of this certificate properly endorsed or assigned.


 


This certificate and the shares represented
hereby are issued and shall be held subject to all the provisions of the
Articles of Incorporation and the Bylaws of said corporation and any amendments
thereto, to all of which the holder of this certificate, by acceptance hereof,
assents.


 


A statement of all rights, preferences,
privileges and restrictions granted to or imposed upon the respective classes
and/or series of shares of stock of the corporation and upon the holders
thereof may be obtained by any shareholder upon request and without charge, at
the principal office of the corporation, and the corporation will furnish any
shareholder, upon request and without charge, a copy of such statement.


 


WITNESS the Seal of the corporation and the
signatures of its duly authorized Officers this 19th day of December, 2008.


 


 


	
  /s/ John C. Hansen

  	
   

  	
  /s/ Larry H. Putnam

  
	
  John C. Hansen, SECRETARY

  	
   

  	
  Larry H. Putnam, CHIEF EXECUTIVE OFFICER

  



 

















 


FOR VALUE
RECEIVED,                             HEREBY
SELLS, ASSIGNS AND TRANSFERS UNTO                                         ,                     SHARES
REPRESENTED BY THE WITHIN CERTICATE AND DOES HEREBY IRREVOCABLY CONSTITUTE AND
APPOINT                      AS
THE ATTORNEY TO TRANSFER THE SAID SHARES ON THE SHARE REGISTER OF THE WITHIN
NAMED CORPORATION WITH FULL POWER OF SUBSTITUTION IN THE PREMISES.


 


DATED:                                   , 200        .


 


 


IN
PRESENCE OF:


 


 


	
   

  	
  Witness:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Shareholder:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  



 


NOTICE:
THE SIGNATURE ON THIS ASSIGMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON
THE FACE OF THIS CERTICATE, IN EVERY PARTICULAR, WITHOUT ALTERATION OR
ENLARGEMENT, OR ANY CHANGE WHATSOEVER.


 


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 RELAYING ON THE EXEMPTION FROM SECTION 5 OF THE
SECURITIES ACT PROVIDED BY RULE I44A 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.