NUMBER SHARES PNB FINANCIAL GROUP SD SEE REVERSE FOR CERTAIN DEFINITIONS INCORPORATED UNDER THE LAWS OF THE STATE OF CALIFORNIA CUSIP 693470 10 6 This Certifies that SAMPLE is the record holder of FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF NO PAR VALUE OF PNB FINANCIAL GROUP 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. This Certificate is not valid until countersigned by the Transfer Agent and registered by the Registrar. Witness the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. [PNB FINANCIAL GROUP CORPORATE SEAL] CHRISTINE CASTELLANO CHAIRMAN OF THE BOARD SECRETARY BERNARD E. SCHNEIDER 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 TRANS MIN ACT-- Custodian TEN ENT--as tenants by the entireties ---------- ---------- JT TEN --as joint tenants with right of survivorship (Cust) (Minor) and not as tenants in common under Uniform Transfers 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 shares on the books of the within-named Corporation with full power of substitution in the premises. Dated -------------------- ------------------------------------------------- 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: - ---------------------------------------------------- THE SIGNATURE SHOULD BE GUARANTEED BY A COMMERCIAL BANK OR A MEMBER BROKER OF EITHER THE NEW YORK STOCK EXCHANGE, AMERICAN STOCK EXCHANGE, MIDWEST STOCK EXCHANGE OR PACIFIC COAST STOCK EXCHANGE.