NUMBER                                                               SHARES
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                           PACIFIC COMMUNITY BANKING GROUP

                Incorporated under the laws of the State of California


     This certifies that _________________ is the record holder of ______ fully
paid shares of the Common Stock, no par value of Pacific Community Banking 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 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:
        ------------


- ------------------------------          ---------------------------------
Secretary                               Chief Executive Officer




     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

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


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           (NAME AND ADDRESS OF ASSIGNEE SHOULD BE PRINTED OR TYPEWRITTEN)

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                                                      SHARES to transfer the
- -----------------------------------------------------
said stock on the books of the within-named Corporation, with full power of
substitution in the premises.


Dated:
        ---------------------------------       --------------------------------
                                                           Signature


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