(FORM OF STOCK CERTIFICATE - FRONT SIDE)

NUMBER                                                    SHARES



COMMON STOCK                                              69316G 10 8
                                                          See reverse for
                                                          certain definitions


                                 PBOC HOLDINGS, INC.

                       INCORPORATED UNDER THE LAWS OF DELAWARE



     This certifies that ___________________________________ is the registered
holder of _________________ fully paid and non-assessable shares of the Common
Stock, par value $.01 per share, of PBOC Holdings, Inc., Los Angeles, California
(the "Corporation"), incorporated under the laws of the State of Delaware.

     The shares evidenced by this Certificate are transferable only on the books
of the Corporation by the holder hereof, in person or by a duly authorized
attorney or legal representative, upon surrender of this Certificate properly
endorsed.  This Certificate and the shares represented hereby are subject to all
the provisions of the Certificate of Incorporation and Bylaws of the Corporation
and any and all amendments thereto.  THE SHARES REPRESENTED BY THIS CERTIFICATE
ARE NOT DEPOSITS OR ACCOUNTS AND ARE NOT FEDERALLY INSURED OR GUARANTEED.  This
Certificate is not valid unless countersigned by the Transfer Agent and
registered by the Registrar.

     IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
executed by the facsimile signatures of its duly authorized officers and has
caused its facsimile seal to be affixed hereto.

Dated:


                          (SEAL)
- ------------------------                -----------------------------
J. Michael Holmes                       Rudolf P. Guenzel
Corporate Secretary                     President and Chief Executive Officer



                       (FORM OF STOCK CERTIFICATE - BACK SIDE)

     The Corporation is authorized to issue more than one class of stock,
including a class of preferred stock which may be issued in one or more series.
The Corporation will furnish to any stockholder, upon written request and
without charge, a full statement of the designations, preferences, limitations
and relative rights of the shares of each class authorized to be issued and,
with respect to the issuance of any preferred stock to be issued in series, the
relative rights, preferences and limitations between the shares of each series
so far as the rights, preferences and limitations have been fixed and determined
and the authority of the Board of Directors to fix and determine the relative
rights, preferences and limitations of subsequent series.

     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

TEN ENT   -    as tenants by the entireties

JT TEN    -    as joint tenants with right of survivorship and not
               as tenants in common

UNIF GIFT MIN ACT - _____________________ Custodian ___________________ under
                           (Cust)                          (Minor)
        Uniform Gifts 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
TAXPAYER IDENTIFYING NUMBER OF ASSIGNEE

- ----------------------------------------------

- ----------------------------------------------

_______________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee)

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__________________ shares of Common Stock represented by this Certificate, and
do hereby irrevocably constitute and appoint __________________ as Attorney, to
transfer the said shares on the books of the within named Corporation, with full
power of substitution.



Dated ______________ ___,_____


                                             _________________________________
                                             Signature



                                             _________________________________
                                             Signature


NOTICE:  The signature(s) to this assignment must correspond with the name(s) as
written upon the face of this Certificate in every particular, without
alteration or enlargement, or any change whatever.  The signature(s) should be
guaranteed by an eligible guarantor institution (bank, stockbroker, savings and
loan association or credit union) with membership in an approved signature
medallion program, pursuant to S.E.C. Rule 17Ad-15.