EXHIBIT 4.1 NUMBER: SD SHARES GUARDIAN BANCORP INCORPORATED UNDER THE LAWS OF THE STATE OF CALIFORNIA THIS CERTIFICATE IS TRANSFERABLE IN THE CITY OF LOS ANGELES OR NEW YORK SEE REVERSE FOR CERTAIN DEFINITIONS THIS CERTIFIES THAT CUSIP 401321 10 4 IS THE RECORD HOLDER OF FULLY PAID AND NON ASSESSABLE COMMON SHARES OF NO PAR VALUE OF - ------------------------ GUARDIAN BANCORP ------------------------ - ------------------------ ------------------------ - ------------------------ ------------------------ TRANSFERABLE ON THE BOOKS OF THE CORPORATION IN PERSON OR BY DULY AUTHORIZED ATTORNEY UPON SURRENDER OF THIS CERTIFICATE PROPERLY ENDORSED. THIS CERTIFICATE IS NOT VALID UNTIL COUNTERSIGNED BY THE TRANSFER AGENT AND REGISTERED BY THE REGISTRAR. WITNESS THIS FACSIMILE SEAL OF THE CORPORATION AND THE FACSIMILE SIGNATURES OF ITS DULY AUTHORIZED OFFICERS. DATED: CHAIRMAN PRESIDENT SECRETARY COUNTERSIGNED AND REGISTERED: FIRST INTERSTATE BANK OF CALIFORNIA TRANSFER AGENT AND REGISTRAR BY AUTHORIZED SIGNATURE 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 UNIF GIFT MIN ACT-- .............. Custodian ............. TEN ENT -- as tenants by the entireties (Cust) (Minor) JT TEN -- as joint tenants with right of under Uniform Gifts to Minors survivorship and not as tenants Act ................................... in common (State) UNIF TRF MIN ACT-- ....... Custodian (until age ....... ) (Cust) ............... under Uniform Transfers (Minor) to Minors Act ......................... (State) Additional abbreviations may also be used though not in the above list. 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 ZIP CODE, OF ASSIGNEE) ________________________________________________________________________________ ________________________________________________________________________________ _________________________________________________________________________ SHARES OF THE COMMON 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 ______________________________________________ X _______________________________________________________ X _______________________________________________________ NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. SIGNATURE(S) GUARANTEED By _____________________________________ THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15. APPENDIX TO SPECIMEN COMMON STOCK CERTIFICATE 1. The bottom of the front of the stock certificate has facsimile signatures of the Registrant's chairman, president and secretary. 2. The Corporate seal is immediately above the facsimile signature of the Registrant's president. The seal is composed of three concentric circles. The middle circle contains the Registrant's name, "GUARDIAN BANCORP" and "CALIFORNIA", the Registrant's state of incorporation; "INCORPORATED DEC. 31, 1981" is shown in the seal's innermost circle.