NUMBER SHARES 100 150 "IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY, OR ANY INTEREST THEREIN, OR TO RECEIVE ANY CONSIDERATION THEREFOR, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA, EXCEPT AS PERMITTED BY THE COMMISSIONER'S RULES. ADDITIONALLY, THIS CERTIFICATE IS TRANSFERABLE ONLY UPON COMPLIANCE WITH PROVISIONS OF A STOCKHOLDER AGREEMENT DATED NOVEMBER 12, 1996." BSM BANCORP Incorporated under the laws of the State of California This certifies that William A. Hares is the record holder of fully paid shares of the Common Stock, no par value of BSM Bancorp, hereinafter designated "the Corporation", transferable on the books of the Corporation in person or by duly authorized attorney upon surrender of this Certificate properly endorsed or assigned. This Certificate is not valid until countersigned and registered by the Transfer Agent and Registrar. Witness the seal of the Corporation and the signatures of its duly authorized officers. Dated: November 12, 1996 [Seal] /s/ William L. Snelling /s/ William A. Hares - ------------------------------- -------------------------------- William L. Snelling William A. Hares, Secretary President -1- A statement of all of the powers, designations, preferences, rights 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. This Certificate and the shares represented hereby shall be held subject to all of the provisions of the Certificate of Incorporation and the Bylaws of the Corporation, and any amendments thereto, a copy of each of which is on file at the office of the Corporation, and made a part hereof as fully as though the provisions of said Certificate of Incorporation and Bylaws, and any amendments thereto, were imprinted in full on this Certificate, to all of which the holder of this Certificate, by acceptance hereof, assents and agrees to be bound. 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 _______ (Cust) (Minor) TEN ENT - as tenants by the entireties Under Uniform Gifts to Minors Act__________ (State) JT TEN - as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. ASSIGNMENT FOR VALUE received _______________________________________________ hereby sell, assign and transfer unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE ______________________________ ________________________________________________________________________________ (NAME AND ADDRESS OF ASSIGNEE SHOULD BE PRINTED OR TYPEWRITTEN) _____________________________________________________ _____________________________________________________ _____________________________________________________ SHARES to transfer the said stock on the books of the within-named Corporation, with full power of substitution in the premises. Dated: ____________________________ ________________________________________ Signature -2-