EXHIBIT 3.2

BYLAWS OF    COAST BANCORP

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TABLE OF CONTENTS

|            |           |                          |                                                                 | PAGE
|----------- | --------- | ------------------------ | --------------------------------------------------------------- | ----
|ARTICLE I   |           | OFFICES                  |                                                                 |     
|            | Sec. 1.1  |                          | Principal Offices                                               |     
|            | Sec. 1.2  |                          | Other Offices                                                   |     
|ARTICLE II  |           | MEETINGS OF SHAREHOLDERS |                                                                 | 1   
|            | Sec. 2.1  |                          | Place of Meetings                                               |     
|            | Sec. 2.2  |                          | Annual Meeting                                                  |     
|            | Sec. 2.3  |                          | Special Meeting                                                 |     
|            | Sec. 2.4  |                          | Notice of Shareholders' Meetings                                |     
|            | Sec. 2.5  |                          | Manner of Giving Notice: Affidavit of Notice                    |     
|            | Sec. 2.6  |                          | Quorum                                                          |     
|            | Sec. 2.7  |                          | Adjourned Meeting; Notice                                       |     
|            | Sec. 2.8  |                          | Voting                                                          |     
|            | Sec. 2.9  |                          | Waiver of Notice or Consent by Absent Shareholders              |     
|            | Sec. 2.10 |                          | Shareholder Action by Written Consent Without a Meeting         |     
|            | Sec. 2.11 |                          | Record Date for Shareholder Notice, Voting, and Giving Consents |     
|            | Sec. 2.12 |                          | Proxies                                                         |     
|            | Sec. 2.13 |                          | Inspectors of Election                                          |     
|            | Sec. 2.14 |                          | Nominations of Directors                                        |     
|ARTICLE III |           | DIRECTORS                |                                                                 | 6   
|            | Sec. 3.1  |                          | Powers                                                          |     
|            | Sec. 3.2  |                          | Number and Qualification of Directors                           |     
|            | Sec. 3.3  |                          | Election and Term of Office of Directors                        |     
|            | Sec. 3.4  |                          | Vacancies                                                       |     
|            | Sec. 3.5  |                          | Place of Meetings and Meetings by Telephone                     |     
|            | Sec. 3.6  |                          | Annual Meeting                                                  |     
|            | Sec. 3.7  |                          | Other Regular Meetings                                          |     
|            | Sec. 3.8  |                          | Special Meetings                                                |     
|            | Sec. 3.9  |                          | Quorum                                                          |     
|            | Sec. 3.10 |                          | Waiver of Notice                                                |     
|            | Sec. 3.11 |                          | Adjournment                                                     |     
|            | Sec. 3.12 |                          | Notice of Adjournment                                           |     
|            | Sec. 3.13 |                          | Action Without Meeting                                          |     
|            | Sec. 3.14 |                          | Fees and Compensation of Directors                              |     
|ARTICLE IV  |           | COMMITTEES               |                                                                 | 9   
|            | Sec. 4.1  |                          | Committees of Directors                                         |     
|            | Sec. 4.2  |                          | Meetings and Action of Committees                               |     
|ARTICLE V   |           | OFFICERS                 |                                                                 | 9   
|            | Sec. 5.1  |                          | Officers                                                        |     
|            | Sec. 5.2  |                          | Election of Officers                                            |     
|            | Sec. 5.3  |                          | Subordinate Officers                                            |     

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|             | Sec. 5.4  |                                                    | Removal and Resignation of Officers                   |    | 10
|------------ | --------- | -------------------------------------------------- | ----------------------------------------------------- | -- | --
|             | Sec. 5.5  |                                                    | Vacancies in Offices                                  |    | 10
|             | Sec. 5.6  |                                                    | Chairman of the Board                                 |    | 10
|             | Sec. 5.7  |                                                    | President                                             |    | 10
|             | Sec. 5.8  |                                                    | Vice Presidents                                       |    | 10
|             | Sec. 5.9  |                                                    | Secretary                                             |    | 10
|             | Sec. 5.10 |                                                    | Chief Financial Officer                               |    | 11
|ARTICLE VI   |           | INDEMNIFICATION OF DIRECTORS, OFFICERS, AND OTHERS |                                                       | 11
|             | Sec. 6.1  |                                                    | Indemnification                                       |    | 11
|ARTICLE VII  |           | RECORDS AND REPORTS                                |                                                       | 11
|             | Sec. 7.1  |                                                    | Maintenance and Inspection of Share Register          |    | 11
|             | Sec. 7.2  |                                                    | Maintenance and Inspection of Bylaws                  |    | 12
|             | Sec. 7.3  |                                                    | Maintenance and Inspection of Other Corporate Records |    | 12
|             | Sec. 7.4  |                                                    | Inspection by Directors                               |    | 12
|             | Sec. 7.5  |                                                    | Annual Report to Shareholders                         |    | 12
|             | Sec. 7.6  |                                                    | Financial Statements                                  |    | 12
|             | Sec. 7.7  |                                                    | Annual Statement of General Information               |    | 13
|ARTICLE VIII |           | GENERAL CORPORATE MATTERS                          |                                                       | 13
|             | Sec. 8.1  |                                                    | Record Date for Purposes Other Than Notice and Voting |    | 13
|             | Sec. 8.2  |                                                    | Checks, Drafts, Evidences of Indebtedness             |    | 14
|             | Sec. 8.3  |                                                    | Corporate Contracts and Instruments; How Executed     |    | 14
|             | Sec. 8.4  |                                                    | Certificates for Shares                               |    | 14
|             | Sec. 8.5  |                                                    | Lost Certificates                                     |    | 14
|             | Sec. 8.6  |                                                    | Representation of Shares of Other Corporations        |    | 14
|             | Sec. 8.7  |                                                    | Construction and Definitions                          |    | 14
|             | Sec. 8.8  |                                                    | Reimbursement                                         |    | 15
|ARTICLE IX   |           | AMENDMENTS                                         |                                                       | 15
|             | Sec. 9.1  |                                                    | Amendment by Board of Directors or Shareholders       |    | 15

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BYLAWS OF    COAST BANCORPA California Corporation

ARTICLE I  OFFICES

1.1Principal Offices.The board of directors shall fix the location of the principal executive office of the
corporation at any place within or outside the State of California. If the principal executive office is located outside this state, and the corporation has one or more business offices in this state,
the board of directors shall fix and designate a principal business office in the State of California.

1.2Other Offices.The board of directors may at any time establish branch or subordinate offices at any place
or places where the corporation is qualified to do business.

ARTICLE II  MEETINGS OF SHAREHOLDERS

2.1Place of Meetings.Meetings of shareholders shall be held at any place within or outside the State of
California designated by the board of directors. In the absence of any such designation, shareholders' meetings shall be held at the principal executive office of the corporation.

2.2Annual Meeting.The annual meeting of shareholders shall be held each year on a date and at a time
designated by the board of directors. The date so designated shall be within fifteen (15) months after the last annual meeting. At the annual meeting, directors shall be elected, and any other
proper business may be transacted.

2.3Special Meeting.A special meeting of the shareholders may be called at any time by the board of directors,
or by the chairman of the board, or by the president, or by one or more shareholders holding shares in the aggregate entitled to cast not less than 10% of the votes at that meeting. If a special
meeting is called by any person or persons other than the board of directors, the request shall be in writing, specifying the time of such meeting and the general nature of the business proposed to be
transacted, and shall be delivered personally or sent by registered mail or by telegraphic or other facsimile transmission to the chairman of the board, the president, or the secretary of the
corporation. The officer receiving the request shall cause notice to be promptly given to the shareholders entitled to vote, in accordance with the provisions of Sections 2.4 and 2.5 of this
Article II, that a meeting will be held at the time requested by the person or persons calling the meeting, not less than thirty-five (35) nor more than sixty
(60) days after the receipt of the request. If the notice is not given within twenty (20) days after receipt of the request, the person or persons requesting the meeting may give the
notice.

Nothing
contained in this paragraph of this Section 2.3 shall be construed as limiting, fixing or affecting the time when a meeting of shareholders called by action of the board
of directors may be held.

2.4Notice of Shareholders' Meetings.All notices of meetings of shareholders shall be sent or otherwise given
in accordance with Section 2.5 of this Article II not less than ten (10) nor more than sixty (60) days before the date of the meeting. Shareholders entitled to notice shall
be determined in accordance with Section 2.11 of this Article II. The notice shall specify the place, date and hour of the meeting and (i) in the case of a special meeting, the
general nature of the business to be transacted, or (ii) in the case of the annual meeting, those matters which the board of directors, at the time of giving the notice, intends to present for
action by the shareholders. The notice of any meeting at which

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directors are to be elected shall include the name of any nominee or nominees whom, at the time of the notice, management intends to present for election.

If
the action is proposed to be taken at any meeting for (i) approval of a contract or transaction in which a director has a direct or indirect financial interest, pursuant to
Section 310 of the Corporations Code of California, (ii) an amendment of the articles of incorporation, pursuant to Section 902 of that Code, (iii) a reorganization of the
corporation, pursuant to Section 1201 of that Code, (iv) a voluntary dissolution of the corporation, pursuant to Section 1900 of that Code, or (v) a distribution in
dissolution other than in accordance with the rights of outstanding preferred shares, pursuant to Section 2007 of that Code, the notice shall also state the general nature of that proposal.

2.5Manner of Giving Notice; Affidavit of Notice.Notice of any meeting of shareholders shall be given either
personally or by first-class or telegraphic or other written communication, charges prepaid, addressed to the shareholder at the address of that shareholder appearing on the books of the corporation
or given by the shareholder to the corporation for the purpose of notice. If no such address appears on the corporation's books or is given, notice shall be deemed to have been given if sent to that
shareholder by first-class mail or telegraphic or other written communication to the corporation's principal executive office, or if published at least once in a newspaper of general circulation in
the county where that office is located. Notice shall be deemed to have been given at the time when delivered personally or deposited in the mail or sent by telegram or other means of written
communication.

If
any notice addressed to a shareholder at the address of that shareholder appearing on the books of the corporation is returned to the corporation by the United States Postal Service
marked to indicate that the United States Postal Service is unable to deliver the notice to the shareholder at that address, all future notices or reports shall be deemed to have been duly given
without further mailing if these shall be available to the shareholder on written demand of the shareholder at the principal executive office of the corporation for a period of one year from the date
of the giving of the notice. An affidavit of the mailing or other means of giving any notice of any shareholders' meeting shall be executed by the secretary, assistant secretary, or any transfer agent
of the corporation giving the notice, and shall be filed and maintained in the minute book of the corporation.

2.6Quorum.The presence in person or by proxy of the holders of a majority of the shares entitled to vote at
any meeting of shareholders shall constitute a quorum for the transaction of business. The shareholders present at a duly called or held meeting at which a quorum is present may continue to do
business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the
shares required to constitute a quorum.

2.7Adjourned Meeting; Notice.Any shareholders' meeting, annual or special, whether or not a quorum is present,
may be adjourned from time to time by the vote of the majority of the shares represented at that meeting, either in person or by proxy, but in the absence of a quorum, no other business may be
transacted at that meeting, except as provided in Section 2.6 of this Article II.

When
any meeting of shareholders, either annual or special, is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place are announced
at a meeting at which the adjournment is taken, unless a new record date for the adjourned meeting is fixed, or unless the adjournment is for more than forty-five (45) days from the
date set for the original meeting, in which case the board of directors shall set a new record date. Notice of any such adjourned meeting shall be given to each shareholder of record entitled to vote
at the adjourned meeting in accordance with the provisions of Sections 2.4 and 2.5 of this Article II. At any adjourned meeting the corporation may transact any business which might have been
transacted at the original meeting.

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2.8Voting.The shareholders entitled to vote at any meeting of shareholders shall be determined in accordance
with the provisions of Section 2.11 of this Article II, subject to the provisions of Sections 702 to 704, inclusive, of the Corporations Code of California (relating to voting
shares held by a fiduciary, in the name of a corporation, or in joint ownership). The shareholders' vote may be by voice or by ballot, provided, however, that any election for directors must be by
ballot if demanded by any shareholder before the voting has begun. On any matter other than elections of directors, any shareholder may vote part of the shares in favor of the proposal and refrain
from voting the remaining shares or vote them against the proposal, but, if the shareholder fails to specify the number of shares which the shareholder is voting affirmatively, it will be conclusively
presumed that the shareholder's approving vote is with respect to all shares that the shareholder is entitled to vote. If a quorum is present, the affirmative vote of the majority of the shares
represented at the meeting and entitled to vote on any matter (other than the election of directors) shall be the act of the shareholders, unless the vote of a greater number or voting by classes is
required by California General Corporation Law or by the articles of incorporation.

At
a shareholders' meeting at which directors are to be elected, no shareholder shall be entitled to cumulate votes (i.e., cast for any one or more candidates a number of votes greater
than the number of the shareholder's shares) unless the candidates' names have been placed in nomination prior to commencement of the voting and a shareholder has given notice prior to commencement of
the voting of the shareholder's intention to cumulate votes. If any shareholder has given such a notice, then every shareholder entitled to vote may cumulate votes for candidates in nomination and
give one candidate a number of votes equal to the number of directors to be elected multiplied by the number of votes to which that shareholder's shares are entitled, or distribute the shareholder's
votes on the same principle among any or all of the candidates, as the shareholder thinks fit. The candidates receiving the highest number of votes, up to the number of directors to be elected shall
be elected.

2.9Waiver of Notice or Consent by Absent Shareholders.The transactions of any meeting of shareholders, either
annual or special, however called and noticed, and wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present either in person or by
proxy, and if, either before or after the meeting, each person entitled to vote, who was not present in person or by proxy, signs a written waiver of notice or a consent to a holding of the meeting,
or an approval of the minutes. The waiver of notice or consent need not specify either the business to be transacted or the purpose of any annual or special meeting of shareholders, except that if
action is taken or proposed to be taken for approval of any of those matters specified in Section 601(f) of the California Corporations Code, the waiver of notice or consent shall state the
general nature of the proposal. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

Attendance
by a person at a meeting shall also constitute a waiver of notice of that meeting, except when the person objects, at the beginning of the meeting, to the transaction of any
business because the meeting is not lawfully called or convened, and except that attendance at a meeting is not a waiver of any right to object to the consideration of matters not included in the
notice of the meeting if that objection is expressly made at the meeting.

2.10Shareholder Action by Written Consent Without a Meeting.Any action which maybe taken at any annual or
special meeting of shareholders may be taken without a meeting and without prior notice, if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding shares
having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all shares entitled to vote on that action were present and voted. In
the case of election of directors, such a consent shall he effective only if signed by the holders of all outstanding shares entitled to vote for the election of directors; provided, however, that a
director may be elected at any time to fill a vacancy on the board of directors that has not been filled by the directors, by the written consent of the holders of a majority of the outstanding shares
entitled to vote

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for the election of directors. All such consents shall be filed with the secretary of the corporation and shall be maintained in the corporate records. Any shareholder giving a written consent, or
the shareholder's proxy holders, or a transferee of the shares or a personal representative of the shareholder or their respective proxy holders, may revoke the consent by a writing received by the
secretary of the corporation before written consents of the number of shares required to authorize the proposed action have been filed with the secretary.

If
the consents of all shareholders entitled to vote have not been solicited in writing, and if the unanimous written consent of all such shareholders shall not have been received, the
secretary shall give prompt notice of the corporate action approved by the shareholders without a meeting. This notice shall be given in the manner specified in Section 2.5 of this
Article II. In the case of approval of (i) contracts or transactions in which a director has a direct or indirect financial interest, pursuant to Section 310 of the Corporations
Code of California, (ii) indemnification of agents of the corporation, pursuant to Section 317 of that Code, (iii) a reorganization of the corporation, pursuant to
Section 1201 of that Code, and (iv) a distribution in dissolution other than in accordance with the rights of outstanding preferred shares, pursuant to Section 2007 of that Code,
the notice shall be given at least ten (10) days before the consummation of any action authorized by that approval.

2.11Record Date for Shareholder Notice, Voting, and Giving Consents.

(a)  For
purposes of determining the shareholders entitled to notice of any meeting or to vote or entitled to give written consent to corporate action without a meeting, the
board of directors may fix, in advance, a record date, which shall not be more than sixty (60) days nor less than ten (10) days before the date of any such meeting nor more than sixty
(60) days before any such action without a meeting, and in this event only shareholders of record on the date so fixed are entitled to notice and to vote or to give consents, as the case may be
notwithstanding any transfer of any shares on the books of the corporation after the record date, except as otherwise provided in the California General Corporation Law.

(b)  If
the board of directors does not so fix a record date:



(c)  A
determination of shareholders of record entitled to receive notice of and vote at a shareholders' meeting shall apply to any adjournment of the meeting unless the
board fixes a new record date for the adjourned meeting. However, the board shall fix a new record date if the adjournment is to a date more than 45 days after the date set for the original
meeting.

(d)  Only
shareholders of record on the corporation's books at the close of business on the record date shall be entitled to any of the notice and voting rights listed in
subsection (a) of this section, notwithstanding any transfer of shares on the corporation's books after the record date, except as otherwise required by law.

2.12Proxies.Every person entitled to vote for directors or on any other matter shall have the right to do so
either in person or by one or more agents authorized by a written proxy signed by the person and filed with the secretary of the corporation. A proxy shall be deemed signed if the

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shareholder's name is placed on the proxy (whether by manual signature, typewriting, telegraphic transmission, or otherwise) by the shareholder or the shareholder's attorney in fact. A validly
executed proxy which does not state that it is irrevocable shall continue in full force and effect unless (i) revoked by the person executing it, before the vote pursuant to that proxy, by a
writing delivered to the corporation stating that the proxy is revoked, or by a subsequent proxy executed by, or attendance at the meeting and voting in person by, the person executing the proxy; or
(ii) written notice of the death or incapacity of the maker of that proxy is received by the corporation before the vote pursuant to that proxy is counted; provided, however, that no proxy
shall be valid after the expiration of eleven (11) months from the date of the proxy, unless otherwise provided in the proxy. The revocability of a proxy that states on its face that it is irrevocable
shall be governed by the provisions of Sections 705(e) and 705(f) of the Corporations Code of California.

2.13Inspectors of Election.Before any meeting of shareholders, the board of directors may appoint any persons
other than nominees for office to act as inspectors of election at the meeting or its
adjournment. If no inspectors of election are so appointed, the chairman of the meeting may, and on the request of any shareholder or a shareholder's proxy shall, appoint inspectors of election at the
meeting. The number of inspectors shall be either one (1) or three (3). If inspectors are appointed at a meeting on the request of one or more shareholders or proxies, the holders of a majority of
shares or their proxies present at the meeting shall determine whether one (1) or three (3) inspectors are to be appointed. If any person appointed as inspector fails to appear or fails or refuses to
act, the chairman of the meeting may, and upon the request of any shareholder or a shareholder's proxy shall appoint a person to fill that vacancy.

These
inspectors shall:



2.14Nominations of Directors.Nominations for election to the board of directors of the corporation may be made
by the board of directors or by any shareholder of the corporation's stock entitled to vote for the election of directors. Nominations, other than those made by or on behalf of the existing management
of the corporation, shall be made in writing and shall be delivered or mailed to the president of the corporation not less than 14 days nor more than 50 days prior to any meeting of
shareholders called for the election of directors;provided, however,that if less than 21 days' notice of the meeting is given to shareholders,
such nomination shall be mailed or delivered to the president of the corporation not later than the close of business on the seventh day following the day on which the
notice of meeting was mailed. Such notification shall contain the following information the extent known by the notifying shareholder:



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Nominations
not made in accordance herewith shall, in his/her discretion, be disregarded by the chairman of the meeting, and upon his/her instructions, the inspectors of election shall
disregard all votes cast for each such nominee.

ARTICLE III  DIRECTORS

3.1Powers.Subject to the provisions of the California General Corporation Law and any limitations in the
articles of incorporation and these bylaws relating to action required to be approved by the shareholders or by the outstanding shares, the business and affairs of the corporation shall be managed and
all corporate powers shall be exercised by or under the direction of the board of directors.

Without
prejudice to these general powers, and subject to the same limitations, the directors shall have the power to:



3.2Number and Qualification of Directors.The authorized number of directors shall not be less than nine
(9) nor more than seventeen (17) until changed by a duly adopted amendment to this bylaw adopted by the vote or written consent of a majority of the outstanding shares entitled to vote.
The exact number of directors shall be fixed from time to time, within the limits specified in this Section 3.2 by a bylaw or amendment thereto or by a resolution duly adopted by a vote of a
majority of the shares entitled to vote represented at a duly held meeting at which a quorum is present, or by the written consent of the holders of a majority of the outstanding shares entitled to
vote, or by the board of directors. The initial number of directors within the foregoing limits is hereby fixed at eleven (11).

3.3Election and Term of Office of Directors.Directors shall be elected at each annual meeting of the
shareholders to hold office until the next annual meeting. Each director, including a director

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elected to fill a vacancy, shall hold office until the expiration of the term for which elected and until a successor has been elected and qualified.

No
reduction of the authorized number of directors shall have the effect of removing any director before that director's term of office expires.

3.4Vacancies.A vacancy in the board of directors shall be deemed to exist (a) if a director dies,
resigns, or is removed by the shareholders or an appropriate court, as provided in sections 303 or 304 of the California Corporations Code; (b) if the board of directors declares vacant the
office of a director who has been convicted of a felony or declared of unsound mind by an order of court; (c) if the authorized number of directors is increased; or (d) if at any
shareholders' meeting at which one or more directors are elected the shareholders fail to elect the full authorized number of directors to be voted for at that meeting.

Any
director may resign effective on giving written notice to the chairman of the board, the president, the secretary, or the board of directors, unless the notice specifies a later
effective date. If the resignation is effective at a future time, the board may elect a successor to take office when the resignation becomes effective.

Except
for a vacancy caused by the removal of a director, vacancies on the board may be filled by a majority of the directors then in office, whether or not they constitute a quorum, or
by a sole remaining director. A vacancy on the board caused by the removal of a director may be filled only by the shareholders, except that a vacancy created when the board declares the office of a
director vacant as provided in clause (b) of the first paragraph of this section of the bylaws may be filled by the board of directors.

The
shareholders may elect a director at any time to fill a vacancy not filled by the board of directors.

The
term of office of a director elected to fill a vacancy shall run until the next annual meeting of the shareholders, and such a director shall hold office until a successor is elected
and qualified.

3.5Place of Meetings and Meetings by Telephone.Regular meetings of the board of directors may be held at any
place within or outside the State of California that has been designated from time to time by resolution of the board. In the absence of such a designation, regular meetings shall be held at the
principal executive office of the corporation. Special meetings of the board shall be held at any place within or outside the State of California that has been designated in the notice of the meeting
or, if not stated in the notice or there is no notice, at the principal executive office of the corporation. Any meeting, regular or special, may be held by conference telephone or similar
communication equipment, so long as all directors participating in the meeting can hear one another, and all such directors shall be deemed to be present in person at the meeting.

3.6Annual Directors' Meeting.Immediately after each annual shareholders' meeting, the board of directors shall
hold a regular meeting at the same place, or at any other place that has been designated by the board of directors, to consider matters of organization, election of officers, and other business as
desired. Notice of this meeting shall not be required unless some place other than the place of the annual shareholders' meeting has been designated.

3.7Other Regular Meetings.Other regular meetings of the board of directors shall be held without call at such
time as shall from time to time be fixed by the board of directors. Such regular meetings may be held without notice.

3.8Special Meetings.Special meetings of the board of directors for any purpose or purposes may be called at
any time by the chairman of the board or the president or the secretary or any two directors.

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Notice
of the time and place of special meetings shall be delivered personally or by telephone to each director or sent by first-class mail or telegram, charges prepaid, addressed to
each director at that director's address as it is shown on the records of the corporation. In case the notice is mailed, it shall be deposited in the United States Mail at least four (4) days before
the time of the holding of the meeting. In case the notice is delivered personally, or by telephone or telegram, it shall be delivered personally or by telephone or to the telegraph company at least
forty-eight (48) hours before the time of the holding of the meeting. Any oral notice given personally or by telephone may be communicated either to the director or to a person at the office of the
director who the person giving the notice has reason to believe will promptly communicate it to the director. The notice need not specify the purpose of the meeting nor the place if the meeting is to
be held at the principal executive office of the corporation.

3.9Quorum.A majority of the authorized number of directors shall constitute a quorum for the transaction of
business, except to adjourn as provided in Section 3.11 of this Article III. Every act or decision done or made by a majority of the directors present at a meeting duly held at which a
quorum is present shall be regarded as the act of the board of directors, subject to the provisions of Section 310 of the Corporations Code of California (as to approval of contracts or
transactions in which a director has a direct or indirect material financial interest), Section 311 of that Code (as to appointment of committees), and Section 317(e) of that Code (as to
indemnification of directors). A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at
least a majority of the required quorum for that meeting.

3.10Waiver of Notice.Notice of a meeting, although otherwise required, need not be given to any director who
(a) either before of after the meeting signs a waiver of notice or a consent to holding the meeting without being given notice, (b) signs an approval of the minutes of the meeting, or
(c) attends the meeting without protesting the lack of notice before or at the beginning of the meeting. Waivers of
notice or consents need not specify the purpose of the meeting. All waivers, consents, and approvals of the minutes shall be filed with the corporate records or made a part of the minutes of the
meeting.

3.11Adjournment.A majority of the directors present, whether or not constituting a quorum, may adjourn any
meeting to another time and place.

3.12Notice of Adjournment.Notice of the time and place of holding an adjourned meeting need not be given,
unless the meeting is adjourned for more than twenty-four (24) hours, in which case notice of the time and place shall be given before the time of the adjourned meeting, in the
manner specified in Section 3.8 of this Article III, to the directors who were not present at the time of the adjournment.

3.13Action Without Meeting.Any action required or permitted to be taken by the board of directors may be taken
without a meeting, if all members of the board shall individually or collectively consent in writing to that action. Such action by written consent shall have the same force and effect as a unanimous
vote of the board of directors. Such written consent or consents shall be filed with the minutes of the proceedings of the board.

3.14Fees and Compensation of Directors.Directors and members of committees may receive such compensation, if
any, for their services, and such reimbursement of expenses, as may be fixed or determined by resolution of the board of directors. This Section 3.14 shall not be construed to preclude any
director from serving the corporation in any other capacity as an officer, agent, employee, or otherwise, and receiving compensation for those services.

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ARTICLE IV  COMMITTEES

4.1Committees of Directors.The board of directors may, by resolution adopted by a majority of the authorized
number of directors, designate one or more committees, each consisting of two or more directors, to serve at the pleasure of the board. The board may designate one or more directors as alternate
members of any committees, who may replace any absent member at any meeting of the committee. Any committee, to the extent provided in the resolution of the board, shall have all the authority of the
board, except with respect to:



4.2Meetings and Action of Committees.Meetings and action of committees shall be governed by, and held and
taken in accordance with, the provisions of Article III of these bylaws, Sections 3.5 (place of meetings), 3.7 (regular meetings), 3.8 (special meetings and notice), 3.9 (quorum), 3.10 (waiver
of notice), 3.11 (adjournment), 3.12 (notice of adjournment), and 3.13 (action without meeting), with such changes in the context of those bylaws as are necessary to substitute the committee and its
members for the board of directors and its members, except that the time of regular meetings of committees may be determined either by resolution of the board of directors or by resolution of the
committee; special meetings of committees may also be called by resolution of the board of directors; and notice of special meetings of committees shall also be given to all alternate members, who
shall have the right to attend all meetings of the committee. The board of directors may adopt rules for the government of any committee not inconsistent with the provisions of these bylaws.

ARTICLE V  OFFICERS

5.1Officers.The officers of the corporation shall be a chairman of the board, president, a secretary and a
chief financial officer. The corporation may also have, at the discretion of the board of directors, one or more vice presidents, one or more assistant secretaries, one or more assistant treasurers,
and such other officers as may be appointed in accordance with the provisions of Section 5.3 of this Article V. Any number of offices may be held by the same person.

5.2Elections of Officers.The officers of the corporation, except such officers as may be appointed in
accordance with the provisions of Section 5.3 or Section 5.5 of this Article V, shall be chosen by the board of directors and each shall serve at the pleasure of the board,
subject to the rights, if any, of an officer under any contract of employment.

5.3Subordinate Officers.The board of directors may appoint, and may empower the president to appoint, such
other officers as the business of the corporation may require, each of whom shall hold

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office for such period, have such authority and perform such duties as are provided in the bylaws or as the board of directors may from time to time determine.

5.4Removal and Resignation of Officers.Any officer chosen by the board of directors may be removed at any
time, with or without cause or notice, by the board of directors. Subordinate officers appointed by
persons other than the board under Section 5.3 of this Article V may be removed at any time, with or without cause or notice, by the board of directors or by the officer by whom
appointed. Officers may be employed for a specified term under a contract of employment if authorized by the board of directors; such officers may be removed from office at any time under this
section, and shall have no claim against the corporation or individual officers or board members because of the removal except any right to monetary compensation to which the officer may be entitled
under the contract of employment.

Any
officer may resign at any time by giving written notice to the corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified
in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if
any, of the corporation under any contract to which the officer is a party.

5.5Vacancies in Offices.A vacancy in any office because of death, resignation, removal, disqualification or
any other cause shall be filled in the manner prescribed in these bylaws for regular appointments to that office.

5.6Chairman of the Board.The chairman of the board shall, if present, preside at meetings of the board of
directors and shareholders and exercise and perform such other powers and duties as may be from time to time assigned to him/her by the board of directors or prescribed by the bylaws.

5.7President.The president shall be the chief executive officer of the corporation and shall, subject to the
control of the board of directors, have general supervision, direction, and control of the business and the officers of the corporation. In the absence of the chairman of the board, or if there be
none, he/she shall preside at all meetings of the shareholders and at all meetings of the board of directors. He/she shall have the general powers and duties of management usually vested in the office
of president of a corporation, and shall have such other powers and duties as may be prescribed by the board of directors or the bylaws.

5.8Vice Presidents.If desired, one or more vice presidents may be chosen by the board of directors in
accordance with the provisions for electing officers set forth in Section 5.2 of this Article V. In the absence or disability of the president, the vice presidents, if any, in order of
their rank as fixed by the board of directors or, if not ranked, a vice president designated by the board of directors, shall perform all the duties of the president, and when so acting shall have all
the powers of, and be subject to all the restrictions upon, the president. The vice president shall have such other powers and perform such other duties as from time to time may be prescribed for them
respectively by the board of directors or the bylaws, and the president, or the chairman of the board.

5.9Secretary.

(a)Minutes.The secretary shall be present at all shareholders' meetings and all board meetings and shall take
the minutes of the meeting. If the secretary is unable to be present, the secretary or the presiding officer of the meeting shall designate another person to take the minutes of the meeting.

The
secretary shall keep, or cause to be kept, at the principal executive office or such other place as designated by the board of directors, a book of minutes of all meetings and
actions of shareholders, board of directors, and of committees of the board. The minutes of each meeting shall state the time and place the meeting was held, whether it was regular or special; if
special, how it was called or

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authorized; the names of directors present at board or committee meetings; the number of shares present or represented at shareholders' meetings; and an accurate account of the proceedings.

(b)Record of Shareholders.The secretary shall keep, or cause to be kept, at the principal executive office or
at the office of the corporation's transfer agent or registrar, a record or duplicate record of shareholders. This record shall show the names of all shareholders and their addresses, the number and
classes of shares held by each, the number and date of share certificates issued for each shareholder, and the number and date of cancellation of any certificates surrendered for cancellation.

(c)Notice of Meetings.The secretary shall give notice, or cause notice to be given, of all shareholders'
meetings, board meetings, and meetings of committees of the board for which notice is required by statute or by the bylaws. If the secretary or other person authorized by the secretary to give notice
fails to act, notice of any meeting may be given by any other officer of the corporation.

(d)Other Duties.The secretary shall keep the seal of the corporation, if any, in safe custody. The secretary
shall have such other powers and perform other duties as prescribed by the board of directors or by the bylaws.

5.10Chief Financial Officer.The chief financial officer shall keep and maintain, or cause to be kept and
maintained, adequate and correct books and records of accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements,
gains, losses, capital, retained earnings, and shares. The books of account shall at all reasonable times be open to inspection by any director.

The
chief financial officer shall deposit all monies and other valuables in the name and to the credit of the corporation with such depositories as may be designated by the board of
directors. He shall disburse the funds of the corporation as may be ordered by the board of directors, shall render to the president and directors, whenever they request it, an account of all of his
transactions as chief financial officer and of the financial condition of the corporation, and shall have other powers and perform such other duties as may be prescribed by the board of directors or
the bylaws.

ARTICLE VI  INDEMNIFICATION OF DIRECTORS, OFFICERS  EMPLOYEES, AND OTHER AGENTS

6.1Indemnification.The corporation shall, to the maximum extent permitted by the California General
Corporation Law, have power to indemnify each of its agents against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding arising
by reason of the fact any such person is or was an agent of the corporation, and shall have power to advance to each such agent expenses incurred in defending any such proceeding to the maximum extent
permitted by that law. For the purposes of this Article, an "agent" of the corporation includes any person who is or was a director, officer, employee of other agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, or other enterprise, or was a director, officer,
employee, or agent of a corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation.

ARTICLE VII  RECORDS AND REPORTS

7.1Maintenance And Inspection Of Share Register.The corporation shall keep at its principal executive office,
or at the office of its transfer agent or registrar, if either be appointed and as determined by resolution of the board of directors, a record of shareholders, giving the names and addresses of all
shareholders and the number and class of shares held by each shareholder.

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A
shareholder or shareholders of the corporation holding at least five percent (5%) in the aggregate of the outstanding voting shares of the corporation may (i) inspect and copy
the records of shareholders' names and addresses and share holdings during usual business hours on five days prior written demand on the corporation, and (ii) obtain from the transfer agent of
the corporation, on written demand and on the tender of such transfer agent's usual charges for such list, a list of the shareholders' names and addresses, who are entitled to vote for the election of
directors, and their share holdings, as of the most recent record date for which that list has been compiled or as of a date specified by the shareholder after the date of demand. This list shall be
made available to any such shareholder by the transfer agent on or before the later of five (5) days after the demand is received or the date specified in the demand as the date as of which the
list is to be compiled. The record of shareholders shall also
be open to inspection on the written demand of any shareholder or holder of a voting trust certificate, at any time during usual business hours, for a purpose reasonably related to the holder's
interest as a shareholder or as the holder of a voting trust certificate. Any inspection and copying under this Section 7.1 may be made in person of by an agent or attorney, of the shareholder
or holder of a voting trust certificate making the demand.

7.2Maintenance And Inspection Of Bylaws.The corporation shall keep at its principal executive office, or if
its principal executive office is not in the State of California, at its principal business office in this state, the original or a copy of the bylaws as amended to date, which shall be open to
inspection by the shareholders at all reasonable times during office hours. If the principal executive office of the corporation is outside the State of California and the corporation has no principal
business office in this state, the Secretary shall, upon the written request of any shareholder, furnish to that shareholder a copy of the bylaws as amended to date.

7.3Maintenance And Inspection Of Other Corporate Records.The accounting books and records and minutes of
proceedings of the shareholders and the board of directors and any committee or committees of the board of directors shall be kept at such place or places designated by the board of directors, or, in
the absence of such designation, at the principal executive office of the corporation. The minutes shall be kept in written form and the accounting books and records shall be kept either in written
form or in any other form capable of being converted into written form. The minutes and accounting books and records shall be open to inspection upon the written demand of any shareholder or holder of
a voting trust certificate, at any reasonable time during usual business hours, for a purpose reasonably related to the holder's interests as a shareholder or as the holder of a voting trust
certificate. The inspection may be made in person or by an agent or attorney, and shall include the right to copy and make extracts. These rights of inspection shall extend to the records of each
subsidiary corporation of the corporation.

7.4Inspection By Directors.Every director shall have the absolute right at any reasonable time to inspect all
books, records, and documents of every kind and the physical properties of the corporation and each of its subsidiary corporations. This inspection by a director may be made in person or by an agent
or attorney and the right of inspection includes the right to copy and make extracts of documents.

7.5Annual Report To Shareholders.The board of directors shall cause an annual report to be sent to the
shareholders at least fifteen (15) days prior to the annual meeting of shareholders but not later than one hundred and twenty (120) days after the close of the fiscal year in accordance
with the provisions of the Corporations Code of California.

7.6Financial Statements.A copy of any annual financial statement and any income statement of the corporation
for each quarterly period of each fiscal year, and any accompanying balance sheet of the corporation as of the end of each such period, that has been prepared by the corporation shall be kept on file
in the principal executive office of the corporation for twelve (12) months and each such

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statement shall be exhibited at all reasonable times to any shareholder demanding an examination of any such statement or a copy shall be mailed to any such shareholder.

If
a shareholder or shareholders holding at least five percent (5%) of the outstanding shares of any class of stock of the corporation makes a written request to the corporation for an
income statement of the corporation for the three-month, six-month, or nine-month period of the then current fiscal year ended more than thirty (30) days before the date of the
request, and a balance sheet of the corporation as of the end of that period, the chief financial officer shall cause that statement to be prepared, if not already prepared, and shall deliver
personally or mail that statement or statements to the person making the request within thirty (30) days after the receipt of the request. If the corporation has not sent to the shareholders
its annual report for the last fiscal year, this report shall likewise be delivered or mailed to the shareholder or shareholders within thirty (30) days after the request.

The
corporation shall also, on the written request of any shareholder, mail to the shareholder a copy of the last annual, semi-annual, or quarterly income statement which it
has prepared, and a balance sheet as of the end of that period.

The
quarterly income statements and balance sheets referred to in this section shall be accompanied by the report, if any, of any independent accountants engaged by the corporation or
the certificate of an authorized officer of the corporation that the financial statements were prepared without audit from the books and records of the corporation.

7.7Annual Statement Of General Information.

(a)
Every year, during the calendar month in which the original articles of incorporation were filed with the California Secretary of State, or during the preceding five calendar months,
the corporation shall file a statement with the Secretary of State on the prescribed form, setting forth the authorized number of directors; the names and complete business or residence addresses of
all incumbent directors; the names and complete business or residence addresses of the chief executive officer, the secretary, and the chief financial officer; the street address of the corporation's
principal executive office or principal business office in this state; a statement of the general type of business constituting the principal business activity of the corporation; and a designation of
the agent of the corporation for the purpose of service of process, all in compliance with Section 1502 of the Corporations Code of California.

(b)
Notwithstanding the provisions of paragraph (a) of this section, if there has been no change in the information contained in the corporation's last annual statement on file in
the Secretary of State's office, the corporation may, in lieu of filing the annual statement described in paragraph (a) of this section, advise the Secretary of State, on the appropriate form,
that no changes in the required information have occurred during the applicable period.

ARTICLE VIII  GENERAL CORPORATE MATTERS

8.1Record Date For Purposes Other Than Notice And Voting.For purposes of determining the shareholders entitled
to receive payment of any dividend or other distribution or allotment of any rights or entitled to exercise any rights in respect of any other lawful action (other than action by shareholders by
written consent without a meeting), the board of directors may fix, in advance, a record date, which shall not be more than sixty (60) days before any such action, and in that case only
shareholders of record on the date so fixed are entitled to receive the dividend, distribution, or allotment of rights or to exercise the rights, as the case may be, notwithstanding any transfer of
any shares on the books of the corporation after the record date so fixed, except as otherwise provided in the California General Corporation Law.

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If
the board of directors does not so fix a record date, the record date for determining shareholders for any such purpose shall be at the close of business on the date on which the
board adopts the applicable resolution or the sixtieth (60th) day before the date of that action, whichever is later.

8.2Checks, Drafts, Evidences Of Indebtedness.All checks, drafts, or other orders for payment of money, notes,
of other evidences of indebtedness, issued in the name of or payable to the corporation, shall be signed or endorsed by such person or persons and in such manner as, from time to time, shall be
determined by resolution of the board of directors.

8.3Corporate Contracts And Instruments: How Executed.The board of directors, except as otherwise provided in
these bylaws, may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the corporation, and this authority may be
general or confined to specific instances; and, unless so authorized or ratified by the board of directors or within the agency power of an officer, no officer, agent, or employee shall have any power
or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

8.4Certificates For Shares.A certificate or certificates for shares of the capital stock of the corporation
shall be issued to each shareholder when any of these shares are fully paid, and the board of directors may authorize the issuance of certificates or shares as partly paid provided that these
certificates shall state the amount of the consideration to be paid for them and the amount paid. All certificates shall be signed in the name of the corporation by the chairman of the board or vice
chairman of the board or the president or vice president and by the chief financial officer or an assistant treasurer or the
secretary or any assistant secretary, certifying the number of shares and the class or series of shares owned by the shareholder. Any or all of the signatures on the certificate may be facsimile. In
case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed on a certificate shall have ceased to be that officer, transfer agent, or registrar before
that certificate is issued, it may be issued by the corporation with the same effect as if that person were an officer, transfer agent, or registrar at the date of issue.

8.5Lost Certificates.Except as provided in this Section 8.5, no new certificates for shares shall be
issued to replace an old certificate unless the latter is surrendered to the corporation and canceled at the same time. The board of directors may, in case any share certificate or certificate for any
other security is lost, stolen, or destroyed, authorize the issuance of a replacement certificate on such terms and conditions as the board may require, including provision for indemnification of the
corporation secured by a bond or other adequate security sufficient to protect the corporation against any claim that may be made against it, including any expense or liability, on account of the
alleged loss, theft, or destruction of the certificate or the issuance of the replacement certificate.

8.6Shares Of Other Corporations: How Voted.Shares of other corporations standing in the name of this
corporation shall be voted by one of the following persons, listed in order of preference: (1) president, or person designated by the president; (2) first vice president, or person
designated by the first vice president; (3) other person designated by the board of directors. The authority to vote shares granted by this section includes the authority to execute a proxy in
the name of the corporation for purposes of voting the shares.

8.7Construction And Definitions.Unless the context requires otherwise, the general provisions, rules of
construction, and definitions in the California General Corporation Law shall govern the construction of these bylaws. Without limiting the generality of this provision, the singular number includes
the plural, the plural number includes the singular, and the term "person" includes both a corporation and a natural person.

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8.8Reimbursement.If all or part of the salary or other compensation paid to an employee or officer or director
of the corporation is finally determined not to be allowable as a federal or state income tax deduction, the employee or officer or director shall repay to the corporation the amount disallowed. The
board of directors shall enforce repayment of each such amount disallowed.

ARTICLE IX  AMENDMENTS

9.1Amendment By Board Of Directors Or Shareholders.Except as otherwise required by law or by the articles of
incorporation, these bylaws may be amended or repealed, and new bylaws may be adopted, by the board of directors or by the holders of a majority of the outstanding shares entitled to vote.

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CERTIFICATE OF SECRETARY    COAST BANCORP

The undersigned, hereby certify that:

(1)  I
am the duly elected and acting secretary of COAST BANCORP, a California corporation; and

(2)  The
foregoing Bylaws consisting of 19 pages constitute the Bylaws of said Corporation as duly adopted at a meeting of the board of directors dated March 1, 2001.

IN
WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of said Corporation on March 1, 2001.

| |  | /s/JOHN F. GUHRINGSecretary
| |  | ---------------------------

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