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                                   EXHIBIT 3.2
                     RESTATEMENT OF REDDING BANCORP BYLAWS
                                TABLE OF CONTENTS

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ARTICLE I........................................................................................................73
         Offices.................................................................................................73
SECTION 1. PRINCIPAL EXECUTIVE OFFICE............................................................................73


ARTICLE II.......................................................................................................73
         Meetings of Shareholders................................................................................73
SECTION 2. ANNUAL SHAREHOLDER MEETING............................................................................73
SECTION 3. NOTICE OF ANNUAL SHAREHOLDERS MEETING.................................................................73
SECTION 4. SPECIAL MEETINGS......................................................................................74
SECTION 6. QUORUM................................................................................................74
SECTION 7. ADJOURNED MEETING AND NOTICE..........................................................................75
SECTION 9. VOTING................................................................................................75
SECTION 10. PROXIES..............................................................................................76
SECTION 11. VALIDATION OF DEFECTIVELY CALLED OR NOTICED MEETINGS.................................................76
SECTION 12. ACTION WITHOUT MEETING...............................................................................77
SECTION 13. INSPECTORS OF ELECTION...............................................................................77


ARTICLE III......................................................................................................78
         Board of Directors......................................................................................78
Section 1. Powers................................................................................................78
Section 2. Number and Qualification of Directors.................................................................78
Section 3. Election,Term of Office and Retirement................................................................78
Section 5. Time and Place of Meetings............................................................................79
Section 6. Notice of Special Meetings............................................................................79
Section 7. Action at a Meeting: Quorum and Required Vote.........................................................79
Section 8. Action without a Meeting..............................................................................80
Section 9. Adjourned Meeting and Notice..........................................................................80
Section 10. Fees and compensation................................................................................80
Section 13. The Chairman of the Board............................................................................82

Section 14. The President........................................................................................83


ARTICLE IV.......................................................................................................83
         Officers............................................................................................... 83
Section 1. Officers..............................................................................................83
Section 4. Vice Presidents.......................................................................................83
Section 5. The Secretary.........................................................................................83
Section 6. The Treasurer.........................................................................................84
Section 7. The Controller........................................................................................84


ARTICLE V........................................................................................................84
         Execution of Corporate Instruments, Ratification, and Voting of Stocks owned by the Corporation.........84
Section 1. Execution of Corporate Instruments....................................................................84



ARTICLE VI.......................................................................................................85
         Annual and Other Reports................................................................................85

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ARTICLE VII......................................................................................................86
         Shares of Stock.........................................................................................86


ARTICLE VIII.....................................................................................................86
         Inspection of Corporate Records.........................................................................86
Section 1. General Records.......................................................................................86
Section 2. Inspection of Bylaws..................................................................................87


ARTICLE IX.......................................................................................................87
         Amendments..............................................................................................87
Section 1. Power of Shareholders.................................................................................87
Section 2. Power of Directors....................................................................................87


ARTICLE X........................................................................................................87
         Definitions.............................................................................................87


ARTICLE XI.......................................................................................................87
         Corporate Seal..........................................................................................87


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                       RESTATED BYLAWS OF REDDING BANCORP

 RUSSELL L. DUCLOS and LINDA J. MILES certify that:

1.       They are the President and Chief financial officer, respectively, of
Redding Bancorp, a California corporation.

                               The bylaws of Redding Bancorp are amended and
restated to read as follows:

                                     BYLAWS
                                       OF
                                 REDDING BANCORP
                            A CALIFORNIA CORPORATION

I.       ARTICLE I

A.       Offices

SECTION 1. PRINCIPAL EXECUTIVE OFFICE.

The principal executive office of the corporation is hereby fixed and located at
1951 Churn Creek Road, Redding, California 96002. The Board of Directors is
granted full power and authority to change said principal executive office from
one location to another. Any such change shall be noted on these Bylaws by the
Secretary, opposite this Section, or this Section may be amended to state the
new location.

SECTION 2. OTHER OFFICES.

Other business offices may at any time be established at any place or places
specified by the Board of Directors.

I.       ARTICLE II

A.       Meetings of Shareholders

SECTION 1. PLACE OF MEETINGS.

All meetings of shareholders shall be held at the principal executive office of
the corporation, or at any other place, within or without the State of
California, specified by the Board of Directors.

SECTION 2. ANNUAL SHAREHOLDER MEETING.

The annual meeting of the shareholders, after the year 1982, shall be held at
the time and date in each year fixed by the Board of Directors. At the annual
meeting directors shall be elected, reports of the affairs of the corporation
shall be considered, and any other business may be transacted that is within
the power of the shareholders.

SECTION 3. NOTICE OF ANNUAL SHAREHOLDERS MEETING.

Written notice of each annual meeting shall be given to each shareholder
entitled to vote, either personally or by first-class mail. If the corporation
has outstanding shareholders of record by 500 or more persons (determined in
accordance with Section 605 of the General Corporation Law), on the record date
for the meeting, written communication of the meeting date, charges prepaid,
addressed to such shareholder at the shareholder's address appearing on the
books of the corporation or given by such shareholder to the corporation for
the purpose of notice.

If any notice or report addressed to the shareholder at the address of such
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 or report to the
shareholder at such address, all future notices or reports shall be deemed to
have been duly given without further mailing if the same shall be available for
the shareholder upon 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 or report to all other shareholders. If a shareholder
gives no address, notice shall be deemed to have been given to such shareholder
if addressed to the shareholder at the place

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where the principal executive office of the corporation is situated, or if
published at least once in some newspaper of general circulation in the county
in which said principal executive office is located.

All such notices shall be given to each shareholder entitled thereto not less
than ten (10) days (or, if sent by third-class mail, thirty (30) days) nor more
than sixty (60) days before each annual meeting. Any such notice shall be deemed
to have been given at the time when delivered personally, or deposited in the
mail or sent by other means of written communication. An affidavit of mailing of
any such notice in accordance with the foregoing provisions, executed by the
Secretary, Assistant Secretary or any transfer agent of the corporation shall be
prima facie evidence of the giving of the notice.

 Such notice shall specify:

         (a) The place, the date, and the hour of such meeting;

         (b) Those matters that the Board of Directors, at the time of the
             mailing of the notice, intends to present for action by the
             shareholders (but, subject to the provisions of subsection (d)
             below, any proper matter may be presented at the meeting for such
             action);

         (c) If directors are to be elected, the names of nominees intended at
             the time of the notice to be presented by the Board of Directors
             for election;

         (d) The general nature of a proposal, if any, to take action with
             respect to approval of (i) a contract or other transaction with an
             interested director, (ii) amendment of the Articles of
             Incorporation, (iii) a reorganization of the corporation as defined
             in Section 181 of the General Corporation Law, (iv) voluntary
             dissolution of the corporation, or (v) a distribution in
             dissolution other than in accordance with the rights of outstanding
             preferred shares, if any; and

         (e) Such other matters, if any, as may be expressly required by
             statute.


SECTION 4. SPECIAL MEETINGS.

Special meetings of the shareholders for any purpose or purposes whatsoever may
be called at any time by the Chairman of the Board (if there be such an officer
appointed), by the President, by the Board of Directors, or by one or more
shareholders entitled to cast not less than ten percent (10%) of the votes at
the meeting.

SECTION 5. NOTICE OF SPECIAL MEETINGS.

Upon request in writing that a special meeting of shareholders be called for any
proper purpose, directed to the Chairman of the Board (if there be such an
officer appointed), President, Vice President or Secretary by any person (other
than the Board of Directors) entitled to call a special meeting of shareholders,
the officer forthwith shall cause notice to be given to the shareholders
entitled to vote that a meeting will be held at a 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. Except in special cases where
other express provision is made by statute, notice of any special meeting of
shareholders shall be given in the same manner as for annual meetings of
shareholders. In addition to the matters required by Section 3(a) and, if
applicable, Section 3(a) of this Article II of these Bylaws, notice of any
special meeting shall specify the general nature of the business to be
transacted, and no other business may be transacted at such meeting.

SECTION 6. QUORUM.

The presence in person or by proxy of persons entitled to vote a majority of the
voting shares at any meeting shall constitute a quorum for the transaction of
business. If a quorum is present, the affirmative vote of a majority of the
shares represented and voting at the meeting (which shares voting affirmatively
also constitute at least a majority of the required quorum) shall be the act of
the shareholders, unless the vote of a greater number of voting by classes is
required by the General Corporation Law or the Articles of Incorporation. Any
meeting of shareholders, whether or not a quorum is present, may be adjourned
from time to time by the vote of the holders of a majority of the shares present
in person or represented by proxy thereat and entitled to vote, but in the
absence of a quorum no other


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business may be transacted at such meeting, except that the shareholders present
or represented by proxy at a duly called or held meeting, at which a quorum is
present, may continue to transact 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.

SECTION 7. ADJOURNED MEETING AND NOTICE.

When any shareholders, meeting, either annual or special, is adjourned for more
than forty-five (45) days, or if after adjournment a new record date is fixed
for the adjourned meeting, notice of the adjourned meeting shall be given as in
the case of an original meeting. Except as provided above, it shall not be
necessary to give any notice of the time and place of the adjourned meeting or
of the business to be transacted thereat, other than by announcement of the time
and place thereof at the meeting at which such adjournment is taken.


SECTION 8. RECORD DATE.

(a)  The Board of Directors may fix a time in the future as a record date for
the determination of the shareholders entitled to notice of and to vote at any
meeting of shareholders or entitled to give consent to corporate action in
writing without a meeting, to receive any report, to receive any dividend or
other distribution, or allotment of any rights, or to exercise rights in respect
of any other lawful action. The record date so fixed shall be not more than
sixty (60) days nor less than ten (10) days prior to the date of such meeting,
nor more than sixty (60) days prior to any other action. A determination of
shareholders of record entitled to notice of or to vote at a meeting of
shareholders shall apply to any adjournment of the meeting unless the Board of
Directors fixes a new record date for the adjourned meeting, but the Board of
Directors shall fix a new record date if the meeting is adjourned for more than
forty-five (45) days from the date set for the original meeting. When a record
date is so fixed, only shareholders of record at the close of business on that
date are entitled to notice of and to vote at any such meeting, to give consent
without a meeting, to receive any report, 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, except as otherwise provided in the Articles of Incorporation
or these Bylaws.

(b)  If no record date is fixed:

                  (1) The record date for determining shareholders entitled to
                      notice of or to vote at a meeting of shareholders shall be
                      at the close of business on the business day next
                      preceding the day on which notice is given or, if notice
                      is waived, at the close of business on the business day
                      preceding the day on which the meeting is held.

                  (2) The record date for determining shareholders entitled to
                      give consent to corporate action in writing without a
                      meeting, when no prior action by the Board of Directors
                      has been taken, shall be the day on which the first
                      written consent is given.

                  (3) The record date for determining shareholders, for any
                      other purpose, shall be at the close of business on the
                      day that the Board of Directors adopts the resolution
                      relating thereto, or the sixtieth (both) day prior to the
                      date of such other action, whichever is later.


SECTION 9. VOTING.

           (a) Except as provided below with respect to cumulative voting and
 except as may be otherwise provided in the Articles of Incorporation, each
 outstanding share, regardless of class, shall be entitled to one vote on each
 matter submitted to a vote of shareholders. Any holders of shares entitled to
 vote on any matter may vote part of the shares in favor of the proposal and
 refrain from voting the remaining shares or vote them against the proposal,
 other than elections to office, but, if the shareholder fails to specify the
 number of shares such shareholder is voting affirmatively, it will be
 conclusively presumed that the shareholder's approving vote is with respect to
 all shares such shareholder is entitled to vote.


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           (b) Subject to the provisions of Sections 702 through 704 of the
General Corporation Law (relating to voting of shares held by a fiduciary,
receiver, pledge, or minor, in the name of a corporation, or in joint
ownership), persons in whose names shares entitled to vote stand on the stock
records of the corporation at the close of business on the record date shall be
entitled to vote at the meeting of shareholders. Such vote may be viva voce or
by ballot; provided, however, that all elections for directors must be by
ballot upon demand made by a shareholder at any election and before the voting
begins. Shares of this corporation owned by a corporation more than twenty-five
percent (25%) of the voting power of which is owned directly by this
corporation, or indirectly through one or more majority-owned subsidiaries of
this corporation, shall not be entitled to vote on any matter.

           (c) Subject to the requirements of the next sentence, every
shareholder entitled to vote at any election for directors shall have the right
to cumulate such shareholder's votes 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 such shareholder's shares are normally entitled, or to
distribute votes on the same principle among as many candidates as such
shareholder thinks fit. No shareholder shall be entitled to cumulate votes
unless such candidate's name or candidates' names have been placed in
nomination prior to the voting and the shareholder has given notice at the
meeting, prior to the voting, of the shareholder's intention to cumulate such
shareholder's votes. If any one shareholder has given such notice, all
shareholders may cumulate their votes for candidates in nomination. The
candidates receiving the highest number of affirmative votes of shares entitled
to be voted for them, up to the number of directors to be elected by such
shares, shall be elected. Votes against a director and votes withheld shall
have no legal effect.

SECTION 10. PROXIES.

           (a) Every person entitled to vote shares may authorize another person
or other persons to act by proxy with respect to such shares. "Proxy" means a
written authorization signed by a shareholder or the shareholder's
attorney-in-fact giving another person or persons power to vote with respect to
the shares of such shareholder. "Signed" for the purpose of this Section means
the placing of the shareholder's name on the proxy (whether by manual signature,
typewriting, telegraphic transmission or otherwise) by the shareholder or the
shareholder's attorney-in-fact. Any proxy duly executed is not revoked and
continues in full force and effect until (i) a written instrument revoking it is
filed with the Secretary of the corporation prior to the vote pursuant thereto,
(ii) a subsequent proxy executed by the person executing the prior proxy is
presented to the meeting, (iii) the person executing the pro-y attends the
meeting and votes in person, or (iv) written notice of the death or incapacity
of the maker of such proxy is received by the corporation before the vote
pursuant thereto is counted; provided that no such proxy shall be valid after
the expiration of eleven (11) months from the date of its execution, unless
otherwise provided in the proxy. Notwithstanding the foregoing sentence, a proxy
that states that it is irrevocable, is irrevocable for the period specified
therein to the extent permitted by Section 705(e) of the General Corporation
Law. The dates contained on the forms of proxy presumptively determine the order
of execution, regardless of the postmark dates on the envelopes in which they
are mailed.

           (b) As long as no outstanding class of securities of the corporation
is registered under Section 12 of the Securities Exchange Act of 1934, or is not
exempted from such registration by Section 12(g)(2) of such Act, any form of
proxy or written consent distributed to ten (10) or more shareholders of the
corporation when outstanding shares of the corporation are held of record by 100
or more persons shall afford an opportunity on the proxy or form of written
consent to specify a choice between approval and disapproval of each matter or
group of related matters intended to be acted upon at the meeting for which the
proxy is solicited or by such written consent, other than elections to office,
and shall provide, subject to reasonable specified conditions, that where the
person solicited specifies a choice with respect to any such matter the shares
will be voted in accordance therewith. In any election of directors, any form of
proxy in which the directors to be voted upon are named therein as candidates
and which is marked by a shareholder "withhold" or otherwise marked in a manner
indicating that the authority to vote for the election of directors is withheld
shall not be voted for the election of a director.


SECTION 11. VALIDATION OF DEFECTIVELY CALLED OR NOTICED MEETINGS.

           The transactions of any meeting of shareholders, however called and
noticed, and wherever held, are as valid as though had at a meeting duly held
after regular call and notice, if a quorum is present either in person or by
proxy, and if, either before or after the meeting, each of the persons entitled
to vote, not present in person or by proxy, signs a written waiver of notice or
a consent to the holding of the meeting or an approval of the minutes thereof.
All such waivers, consents and approvals shall be filed with the corporate
records or made a part of the


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minutes of the meeting. Attendance of a person at a meeting shall constitute a
waiver of notice of and presence at such 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 required by these Bylaws or by the General Corporation
Law to be included in the notice if such objection is expressly made at the
meeting. Neither the business to be transacted at nor the purpose of any regular
or special meeting of shareholders need be specified in any written waiver of
notice, consent to the holding of the meeting or approval of the minutes
thereof, unless otherwise provided in the Articles of Incorporation or these
Bylaws, or unless the meeting involves one or more matters specified in Section
3(d) of this Article II of these Bylaws.


SECTION 12. ACTION WITHOUT MEETING.

           (a) Directors may be elected without a meeting by a consent in
writing, setting forth the action so taken, signed by all of the persons who
would be entitled to vote for the election of directors, provided that, without
notice except as hereinafter set forth, a director may be elected at any time to
fill a vacancy not filled by the directors (other than a vacancy created by
removal of a director) by the written consent of persons holding a majority of
the outstanding shares entitled to vote for the election of directors.

Any other action that may be taken at a meeting of the shareholders, may be
taken without a meeting, and without prior notice except as hereinafter set
forth, 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 such action at a meeting at
which all shares entitled to vote thereon were present and voted.

           (b) Unless the consents of all shareholders entitled to vote have
been solicited in writing:

                  (1) Notice of any proposed shareholder approval of (i) a
                      contract or other transaction with an interested director,
                      (ii) indemnification of an agent of the corporation, (iii)
                      a reorganization of the corporation as defined in Section
                      181 of the General Corporation Law, or (iv) a distribution
                      in dissolution other than in accordance with the rights of
                      outstanding preferred shares, if any, without a meeting by
                      less than unanimous written consent, shall be given at
                      least ten (10) days before the consummation of the action
                      authorized by such approval; and

                  (2) Prompt notice shall be given of the taking of any other
                      corporate action approved by shareholders without a
                      meeting by less than unanimous written consent; to those
                      shareholders entitled to vote who have not consented in
                      writing. Such notices shall be given in the manner
                      provided in Section 3 of this Article II of these Bylaws.

           (c) 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 corporation prior to the time that written consents of
the number of shares required to authorize the proposed action have been filed
with the Secretary of the corporation, but may not do so thereafter. Such
revocation is effective upon its receipt by the Secretary of the corporation.


SECTION 13. INSPECTORS OF ELECTION.

           (a) In advance of any meeting of shareholders, the Board of Directors
 may appoint inspectors of election to act at the meeting and any adjournment
 thereof. If inspectors of election are not so appointed, or if any persons so
 appointed fail to appear or refuse to act, the chairman of any such meeting
 may, and on the request of any shareholder or the holder of such shareholder's
 proxy shall, appoint inspectors of election (or persons to replace those who so
 fail or refuse) at the meeting. The number of inspectors shall be neither one
 nor three. If inspectors are appointed at a meeting on the request of one or
 more shareholders or holders of proxies, the majority of shares represented in
 person or by proxy shall determine whether one inspector or three inspectors
 are to be appointed.

           (b) The inspectors of election shall determine the number of shares
 outstanding and the voting power of each, the shares represented at the
 meeting, the existence of a quorum and the authenticity, validity and effect of
 proxies; receive votes, ballots or consents; hear and determine all challenges
 and questions in any way arising in


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connection with the right to vote; count and tabulate all votes or consents;
determine when the polls shall close; determine the result; and do such acts as
may be proper to conduct the election or vote with fairness to all shareholders.

           (c) The inspectors of election shall perform their duties
impartially, in good faith, to the best of their ability and as expeditiously as
is practical. If there are three inspectors of election, the decision, act or
certificate of a majority is effective in all respects as the decision, act or
certificate of all. Any report or certificate made by the inspectors of election
is Prima facie evidence of the facts stated therein.

I.       ARTICLE III

A.       Board of Directors

1.       Section 1. Powers.

Subject to the provisions of the General Corporation Law and any limitations in
the Articles of Incorporation 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. The Board of Directors may
delegate the management of the day-to-day operation of the business of the
corporation to a management company or other person provided that the business
and affairs of the corporation shall be managed and all corporate powers shall
be exercised under the ultimate direction of the Board of Directors.

Section 2. Number and Qualification of Directors.

The number of directors of the corporation shall not be less than seven (7) and
not more than nine (9) until changed by amendment of the Articles of
Incorporation or by a bylaw amending this Section 2 duly adopted by the vote or
written consent of holders of a majority of the outstanding shares, provided
that a proposal to reduce the minimum number of directors to any number below
five cannot be adopted if the votes cast against its adoption at a meeting, or
the shares not consenting in the case of action by written consent, are equal
to more than sixteen and two-thirds percent (16-2/3%) of the outstanding shares
entitled to vote. The exact number of directors shall be fixed from time to
time, within the limits specified in the Articles of Incorporation or in this
Section 2, by a bylaw or amendment thereof duly adopted by the 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.

Subject to the foregoing provisions for changing the number of directors, the
number of directors of the corporation has been fixed at nine (9).

Section 3. Election, Term of Office and Retirement

The directors shall be elected at each annual meeting of shareholders, but, if
any such annual meeting is not held or the directors are not elected thereat,
the directors may be elected at any special meeting of shareholders held for
that purpose. Each director, including a director 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. The mandatory retirement age for
Directors of Redding Bancorp is upon reaching the age of seventy-two (72)
years, as amended on January 16, 2001.

Section 4. Vacancies.

A vacancy in the Board of Directors shall be deemed to exist in case of the
death, resignation or removal of any director, if a director has been declared
of unsound mind by order of court or convicted of a felony, if the authorized
number of directors is increased, if the directors have failed to appoint the
authorized number of directors in any resolution for appointment of directors
upon the initial organization of the corporation, or if the shareholders fail,
at any annual or special meeting of shareholders at which any director or
directors are elected, to elect the full authorized number of directors to be
voted for at that meeting.

           Vacancies in the Board of Directors, except for a vacancy created by
the removal of a director, may be filled by a majority of the directors then in
office, whether or not less than a quorum, or by a sole remaining


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director, and each director so elected shall hold office until his or her
successor is elected at an annual or a special meeting of the shareholders. A
vacancy in the Board of Directors created by the removal of a director may be
filled only by the 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 all of the holders of the outstanding shares.

The shareholders may elect a director or directors at any time to fill any
vacancy or vacancies not filled by the directors. Any such election by written
consent other than to fill a vacancy created by removal shall require the
consent of holders of a majority of the outstanding shares entitled to vote. Any
such election by written consent to fill a vacancy created by removal shall
require the unanimous written consent of all shares entitled to vote for the
election of directors.

Any director may resign effective upon giving written notice to the Chairman of
the Board (if there be such an officer appointed), the President, the Secretary
or the Board of Directors of the corporation, unless the notice specifies a
later time for the effectiveness of such resignation. If the resignation is
effective at a future time, a successor may be elected to take office when the
resignation becomes effective.

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

Section 5. Time and Place of Meetings

The Board of Directors shall hold a regular meeting immediately after the
meeting of shareholders at which it is elected and at the place where such
meeting is held, or at such other place as shall be fixed by the Board of
Directors, for the purpose of appointing officers of the corporation and
otherwise organizing and for the transaction of other business, and notice of
such meeting is hereby dispensed with. Other regular meetings of the Board of
Directors shall be held without notice at such times and places as are fixed by
the aboard of Directors. Special meetings of the Board of Directors may be held
at any time whenever called by the Chairman of the Board (if there be such an
officer appointed), the President, any Vice President, the Secretary or any two
directors.

Except as provided in this Section 5, all meetings of the Board of Directors may
be held at any place within or without the State of California that has been
designated by resolution of the Board of Directors as the place for the holding
of regular meetings, or by written consent of all directors. In the absence of
such designation. meetings of the Board of Directors shall be held at the
principal executive office of the corporation. Special meetings of the Board of
Directors may be held either at a place so designated or at the principal
executive office of the corporation.

Section 6. Notice of Special Meetings.

Notice of the time and place of special meetings shall be delivered personally
to each director or communicated to each director by telephone, telegraph or
mail, charges prepaid, addressed to the director at the director's address as it
is shown upon the records of the corporation or, if it is not so shown on such
records or is not readily ascertainable, at the place at which the meetings of
the directors are regularly held. In case such notice is mailed or shall be
deposited in the United States mail or Telegraph Company in the place in, which
the principal of the corporation is located at least forty- eight (48) hours
before the time of the holding of the meeting. In case such notice is delivered
personally or by telephone, as above provided, it shall be so delivered at least
twenty-four (24) hours before the time of the holding of the meeting. Such
mailing, telegraphing or delivery, personally or by telephone, as above
provided, shall be due, legal and personal notice to such director. Notice of a
meeting need not be given to any director who signs a waiver of notice or a
consent to holding the meeting or an approval of the minutes thereof, whether
before or after the meeting, or who attends the meeting without protesting,
prior thereto or at its commencement, the lack of notice to such director. All
such waivers, consents and approvals shall be filed with the corporate records
or made a part of the minutes of the meetings.

Section 7. Action at a Meeting: Quorum and Required Vote
1.
           Presence of a majority of the authorized number of directors at a
meeting of the Board of Directors constitutes a quorum for the transaction of
business, except as hereinafter provided. Members of the Board of Directors may
participate in a meeting through use of conference telephone or similar
communications equipment, so long as all members participating in such meeting
can hear one another. Participation in a meeting as permitted

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<PAGE>   10

in the preceding sentence constitutes presence in person at such meeting. 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 is the act of the Board of Directors,
unless a greater number, or the same number after disqualifying one or more
directors from voting, is required by law, by the Articles of Incorporation, or
by these Bylaws. 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 such
meeting.

Section 8. Action without a 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 of
Directors shall individually or collectively consent in writing to such action.
Such written consent or consents shall be filed with the minutes of the
proceedings of the Board of Directors. Such action by written consent shall have
the same force and effect as a unanimous vote of such directors.

Section 9. Adjourned Meeting and Notice.

           A majority of the directors present, whether or not a quorum is
present, may adjourn any meeting to another time and place. If the meeting is
adjourned for more than twenty four (24) hours, notice of any adjournment to
another time or place shall be given prior to the time of the adjourned meeting
to the directors who were not present at the time of the adjournment.

Section 10. Fees and compensation.

           Directors and members of committees may receive such compensation, if
any, for their services, and such reimbursement for expenses, as may be fixed or
determined by resolution of the Board of Directors.

Section 11. Appointment of Executive and Other Committees.

           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 of
Directors. The Board of Directors may designate one or more directors as
alternate members of any committee, who may replace any absent member at any
meeting of the committee. The appointment of members or alternate members of a
committee requires the vote of a majority of the authorized number of directors.

Any such committee, to the extent provided in the resolution of the Board of
Directors or in these Bylaws, shall have all the authority of the Board of
Directors, except with respect to:

           (a) The approval of any action for which the general Corporation Law
               also requires shareholders' approval or approval of the
               outstanding shares.

           (b) The filling of vacancies on the Board of Directors or in any
               committee.

           (c) The fixing of compensation of the directors for serving on the
               Board of Directors or on any committee.

           (d) The amendment or repeal of these Bylaws or the adoption of new
               Bylaws.

           (e) The amendment or repeal of any resolution of the Board of
               Directors that by its express terms is not so amendable or
               repealed.

           (f) A distribution to the shareholders of the corporation, except at
               a rate, in a periodic amount or within a price range determined
               by the Board of Directors.

           (g) The appointment of other committees of the Board of Directors or
               the members thereof.

                   (1) The provisions of Sections 5 through 9 of this Article
                       III apply also to committees of the Board of Directors
                       and action by such committees, mutates mutandis (with the
                       necessary changes having been made in the language
                       thereof).



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<PAGE>   11

Section 12.  Indemnification of Agents of the Corporation.


           (a) For the purposes of this section 12 and of Section 12(b)(1)(ii)
of Article II, "agent" means any person who is or was a director, officer,
employee or 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 foreign
or domestic corporation, partnership, joint venture, trust or other enterprise,
or was a director, officer, employee or agent of a foreign or domestic
corporation that was a predecessor corporation of the corporation or of another
enterprise at the request of such predecessor corporation; "proceeding" means
any threatened, pending or completed action or proceeding, whether civil,
criminal, administrative or investigative; and "expenses" include without
limitation attorneys' fees and any expenses of establishing a right to
indemnification under subsection (d) or subsection (e)(3) of this Section 12.

           (b) The corporation shall indemnify any person who was or is a party
or is threatened to be made a party to any proceeding (other than an action by
or in the right of the corporation to procure a judgment in its favor) by reason
of the fact that such person is or was an agent of the corporation, against
expenses, judgments, fines, settlements and other amounts actually and
reasonably incurred in connection with such proceeding if such person acted in
good faith and in a manner such person reasonably believed to be in the best
interests of the corporation and, in the case of a criminal proceeding, if such
person had no reasonable cause to believe that such person's conduct was
unlawful. The termination of any proceeding by judgment, order, settlement,
conviction or upon a plea of nolo contenders or its equivalent shall not, of
itself, create a presumption that such person did not act in good faith and in a
manner which such person reasonably believed to be in the best interests of the
corporation or that such person had reasonable cause to believe that such
person's conduct was unlawful.

           (c) The corporation shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action by or in the right of the corporation to procure a judgment in its favor
by reason of the fact that such person is or was an agent of the corporation,
against expenses actually and reasonably incurred by such person in connection
with the defense or settlement of such action if such person acted in good
faith, in a manner such person believed to be in the best interests of the
corporation and with such care, including reasonable inquiry, as an ordinarily
prudent person in a like position would use under similar circumstances. The
Board of Directors of this corporation will provide for the indemnification of
agents to the fullest extent permissible under California law.

No indemnification will be made under this subsection (a):

                  (1) In respect of any claim, issue or matter as to which such
                      person shall have been adjudged to be liable to the
                      corporation in the performance of such person's duty to
                      the corporation, unless and only to the extent that the
                      court in which such proceeding is or was pending shall
                      determine upon application that, in view of all the
                      circumstances of the case, such person is fairly and
                      reasonably entitled to indemnity for the expenses which
                      such court shall determine;

                  (2) Of amounts paid in settling or otherwise disposing of a
                      threatened or pending action, with or without court
                      approval; or

                  (3) Of expenses incurred in defending a threatened or pending
                      action, which is settled or otherwise disposed of without
                      court approval.

           (d) To the extent that an agent of the corporation has been
successful on the merits in defense of any proceeding referred to in subsection
(b) or (a) of this Section 12 or in defense of any claim, issue or matter
therein, the agent shall be indemnified against expenses actually and reasonably
incurred by the agent in connection therewith.

           (e) Except as provided in subsection (d) of this Section 12, any
indemnification under this Section 12 shall be made by the corporation only if
authorized in the specific case, upon a determination that indemnification of
the agent is proper in the circumstances because the agent has met the
applicable standard of conduct set forth in subsection (b) or (c) of this
Section 12, by:

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<PAGE>   12

                  (1) A majority vote of a quorum consisting of directors who
                      are not parties to such proceeding;

                  (2) Approval or ratification by the affirmative vote of a
                      majority of the shares of the corporation represented and
                      voting at a duly held meeting at which a quorum is present
                      (which shares voting affirmatively also constitute at
                      least a majority of the required quorum) or by the written
                      consent of holders of a majority of the outstanding shares
                      entitled to vote; for such purpose, the shares owned by
                      the person to be indemnified shall not be considered
                      outstanding or entitled to vote thereon; or

                  (3) The court in which such proceeding is or was pending, upon
                      application made by the corporation or the agent or the
                      attorney or other person rendering services in connection
                      with the defense, whether or not such application by the
                      agent, attorney or other person is opposed by the
                      corporation.

           (f) Expenses incurred in defending any proceeding may be advanced by
 the corporation prior to the final disposition of such proceeding upon receipt
 of an undertaking by or on behalf of the agent to repay such amount unless it
 shall be determined ultimately that the agent is entitled to be indemnified as
 authorized in this Section 12.

           (g) Nothing contained in this Section 12 shall affect any right to
 indemnification to which persons other than directors and officers of the
 corporation or any subsidiary thereof may be entitled by contract or otherwise.

           (h) No indemnification or advance shall be made under this Section
 12, except as provided in subsection (d) or (e)(3) of this Section 12, in any
 circumstance where it appears:

                  (1) That it would be inconsistent with a provision of the
                      Articles of Incorporation, a resolution of the
                      shareholders or an agreement in effect at the time of the
                      accrual of the alleged cause of action asserted in the
                      proceeding in which the expenses were incurred or other
                      amounts were paid, which prohibits or otherwise limits
                      indemnification; or

                  (2) That it would be inconsistent with any condition expressly
                      imposed by a court in approving a settlement.

           Upon and in the event of a determination by the Board of Directors of
the corporation to purchase such insurance, the corporation shall purchase and
maintain elected, and until their successors are elected; provided that all
officers, as well as any other employee or agent of the corporation, may,
subject to any claim for breach of contract based on any contractual
arrangements between any such person and the corporation, be removed at any time
at the pleasure of the Board of Directors, or, except in the case of an officer
chosen by the Board of Directors, by any officer upon whom such power of removal
may be conferred by the Board of Directors, and upon the removal, resignation,
death or incapacity of any officer, the Board of Directors or the President, in
cases where he or she has been vested by the Board of Directors with power to
appoint, may declare such office vacant and fill such vacancy.

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

The salary and other compensation of the officers shall be fixed from time to
time by resolution of or in the manner determined by the Board of Directors.

Section 13. The Chairman of the Board.

The Chairman of the Board (if there be such an officer appointed) shall, when
present, preside at all meetings of the Board of Directors and shall perform all
the duties commonly incident to that office. The Chairman of the Board shall
have authority to execute in the name of the corporation bonds, contracts,
deeds, leases and other written instruments to be executed by the corporation
(except where by law the signature of the President is require), and


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<PAGE>   13

shall perform such other duties as the Board of Directors may from time to time
determine.

Section 14. The President.

           Subject to such supervisory powers, if any, as may be given by the
 Board of Directors to the Chairman of the Board, the President shall be the
 chief executive officer of the corporation and shall perform all the duties
 commonly incident to that office. The President shall have authority to execute
 in the name of the corporation bonds, contracts, insurance on behalf of any
 agent of the corporation against any liability asserted against or incurred by
 the agent in such capacity or arising out of the agent's status as such whether
 or not the corporation would have the power to indemnify the agent against such
 liability under the provisions of this Section 12 or otherwise.

           (j) This Section 12 does not apply to any proceeding against any
 trustee, investment manager or other fiduciary of an employee benefit plan in
 such person's capacity as such, even though such person may also be an agent of
 this Corporation as defined in subsection (a) of this Section 12. The
 corporation shall have the power to indemnify such trustee, investment manager
 or other fiduciary to the extent permitted by subdivision (f) of Section 207 of
 the General corporation Law.

I.       ARTICLE IV

A.       Officers

Section 1. Officers.

The officers of the corporation shall consist of the President, the Secretary
and the Treasurer, and the Board of Directors shall appoint each of them. The
corporation may also have a Chairman of the Board, one or more Vice Presidents,
a Controller, one or more Assistant Secretaries and Assistant Treasurers, and
such other officers as may be appointed by the Board of Directors, or with
authorization from the Board of Directors by the President. The order of the
seniority of the Vice Presidents shall be in the order of their nomination,
unless otherwise determined by the Board of Directors. The same person may hold
any two or more of such offices. The Board of Directors shall designate one
officer as the chief financial officer of the corporation. In the absence of
such designation, the Treasurer shall be the chief financial officer. 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 have
such authority and perform such duties as are provided in these Bylaws or as the
Board of Directors may from time to time determine.

All officers of the corporation shall hold office from the date appointed to the
date of the next succeeding regular meeting of the Board of Directors following
the meeting of shareholders at which the Board of Directors is deeds, leases and
other written instruments to be executed by the corporation. The president shall
preside at all meetings of the shareholders and, in the absence of the Chairman
of the Board or if there is none, at all meetings of the Board of Directors, and
shall perform such other duties as the Board of Directors may from time to time
determine.

Section 4. Vice Presidents.

           The Vice Presidents (if there be such officers appointed), in the
order of their seniority, unless otherwise established by the Board of
Directors, may assume and perform the duties of the President in the absence or
disability of the President or whenever the offices of the Chairman of the Board
and President are vacant. The Vice Presidents shall have such titles, perform
such other duties, and have such other powers as the Board of Directors or the
President may designate from time to time.

Section 5. The Secretary.

           The Secretary shall record or cause to be recorded, and shall keep or
cause to be kept, at the principal executive office and such other place ac the
Board of Directors may order, a book of minutes of actions taken at all meetings
of directors and committees thereof and of shareholders, with the time and place
of holding, whether regular or special, and, if special, how authorized, the
notice thereof given, the names of those present at directors' meetings, the
number of shares present or represented at shareholders' meetings, and the
proceedings thereof.


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<PAGE>   14
The Secretary shall keep, or cause to be kept, at the principal executive
office or at the office of the corporation's transfer agent, a share register
or a duplicate share register in a form capable of being converted into written
form, showing the names of the shareholders and their addresses, the number and
classes of shares held by each, the number and date of certificates issued for
the name, and the number and date of cancellation of every certificate
surrendered for cancellation.

The Secretary shall give, or cause to be given, notice of all the meetings of
the shareholders and of the Board of Directors and committees thereof required
by these Bylaws or by law to be given, and shall have such other powers and
perform such other duties as may be prescribed by the Board of Directors or by
these Bylaws.

The President may direct any Assistant Secretary to assume and perform the
duties of the Secretary in the absence or disability of the Secretary, and each
Assistant Secretary shall perform such other duties and have such other powers
as the Board of Directors or the President may designate from time to time.

Section 6. The Treasurer.

The Treasurer shall keep and maintain, or cause to be kept and maintained,
adequate and correct accounts of the properties and business transactions of
the corporation. The books of account shall at all reasonable times be open to
inspection by any director.

The Treasurer shall deposit all moneys and the Board of Directors may designate
other valuables in the name and to the credit of the corporation with such
depositaries as. The Treasurer 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 the Treasurer's
transactions as Treasurer and of the financial condition of the corporation,
and shall have such other powers and perform such other duties as may be
prescribed by the Board of Directors or these Bylaws.

The President may direct any Assistant Treasurer to assume and perform the
duties of the Treasurer in the absence or disability of the Treasurer, and each
Assistant treasurer shall perform such other duties and have such other powers
as the Board of Directors or the President may designate from time to time.

Section 7. The Controller.

The Controller (if there be such an officer appointed) shall be responsible for
the establishment and maintenance of accounting and other systems required to
control and account for the assets of the corporation and provide safeguards
therefor, and to collect information required for management purposes, and
shall perform such other duties and have such other powers as the Board of
Directors or the President may designate from time to time.

The President may direct any Assistant Controller to assume and perform the
duties of the Controller, in the absence or disability of the Controller, and
each Assistant Controller shall perform such other duties and have such other
powers as the Board of Directors, the Chairman of the Board (if there be such
an officer appointed) or the President may designate from time to time.

I.       ARTICLE V

A.       Execution of Corporate Instruments, Ratification, and Voting of Stocks
owned by the Corporation

Section 1. Execution of Corporate Instruments.

The Board of Directors may, in its discretion, determine the method, and
designate the signatory officer or officers or other person or persons, to
execute any corporate instrument or document, or to sign the corporate name
without limitation, except where otherwise provided by law, and such execution
or signature shall be binding upon the corporation.

Unless otherwise specifically determined by the Board of Directors or otherwise
required by law or permitted by these Bylaws, formal contracts of the
corporation, promissory notes, deeds of trust, mortgages and other evidences of
indebtedness of the corporation and other corporate instruments or documents,
and certificates of shares of stock owned by the corporation, shall be executed,
signed or endorsed by the Chairman of the Board if there be such an


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<PAGE>   15
officer appointed), the President, any Vice President and by the Secretary, the
Treasurer, any Assistant Secretary, any Assistant Treasurer or the Controller.

All checks and drafts drawn on banks or other depositaries on funds to the
credit of the corporation, or in special accounts of the corporation, shall be
signed by such person or persons as the Board of Directors shall authorize to do
so.

Section 2. Ratification by Shareholders.

The Board of Directors may, in its discretion, submit any contract or act for
approval or ratification of the shareholders at any annual meeting of
shareholders, or at any special meeting of shareholders called for that purpose;
and any contract or act that shall be approved or ratified by the holders of a
majority of the voting power of the corporation shall be as valid and binding
upon the corporation and upon the shareholders thereof as though approved or
ratified by each and every shareholder of the corporation, unless a greater vote
is required by law for such purpose.

Section 3. Voting of Stocks Owned by the Corporation.

All stock of other corporations owned or held by the corporation for itself, or
for other parties in any capacity, shall be voted, and all proxies with respect
thereto shall be executed, by the person authorized to do so by resolution of
the Board of Directors, or in the absence of such authorization, by the Chairman
of the Board (if there be such an officer appointed), the President or any Vice
President, or by any other person authorized to do so by the Chairman of the
Board, the President or any Vice President.

I.       ARTICLE VI

A.       Annual and Other Reports

           The Board of Directors of the corporation shall cause an annual
report to be sent to the shareholders not later than 120 days after the close of
the fiscal year, and at least fifteen (15) days for, if sent by third-class
mail, thirty-five (35) days) prior to the annual meeting of shareholders to be
held during the next fiscal year. Such report shall contain a balance sheet as
of the end of such fiscal year and an income statement and statement of changes
in financial position for such fiscal year, accompanied by any report thereon of
independent accountants or, if there is no such report, the certificate of an
authorized officer of the corporation that such statements were prepared without
audit from the books and records of the corporation. Such report shall also
contain such other matters as required by Section 1501(b) of the General
Corporation Law, unless the corporation has a class of securities registered
under Section 12 of the Securities Exchange Act of 1934, or exempted therefrom
under Section 12(g)(2) thereof. As long as the corporation has less than 100
holders of record of its shares (determined as provided in Section 605 of the
General Corporation Law), the foregoing requirement of an annual report is
hereby waived. If no annual report for the last fiscal year has been sent to
shareholders, the corporation shall, upon the written request of any shareholder
made more than 120 days 24 after the close of such fiscal year, deliver or mail
to the person making the request within thirty (30) days thereafter the
financial statements for such year as required by Section 1501(a) of the General
Corporation Law. A shareholder or shareholders holding at least five percent
(5%) of the outstanding shares of any class of the corporation may make 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 current fiscal year
ended more than thirty (30) days prior to the date of the request and a balance
sheet of the corporation as of the end of such period and, in addition, if no
annual report for the last fiscal year has been sent to shareholders, the annual
report for the last fiscal year, unless such report has been waived under these
Bylaws. The statements shall be delivered or mailed to the person making the
request within thirty (30) days thereafter. A copy of any such statements shall
be kept on file in the principal executive office of the corporation for twelve
(12) months, and they shall be exhibited at all reasonable times to any
shareholder demanding an examination of them, or a copy shall be mailed to such
shareholder.

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


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<PAGE>   16

I.       ARTICLE VII

A.       Shares of Stock

Every holder of shares in the corporation shall be entitled to have a
certificate signed in the name of the corporation by the Chairman or Vice
Chairman of the Board (if there be such officers appointed) or the President or
a Vice President and by the chief financial officer or any 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 of the signatures on
the certificate may be a facsimile. In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer, transfer agent or registrar
before such certificate is issued, it may be issued by the corporation with the
same effect as if such person were an officer, transfer agent or registrar at
the date of issue.

Any such certificate shall also contain such legends or other statements as may
be required by Sections 417 and 418 of the General Corporation Law, the
Corporate Securities Law of 1968, federal or other state securities laws, and
any agreement between the corporation and the issue of the certificate.

Certificates for shares may be issued prior to full payment, under such
restrictions and for such purposes as the Board of Directors or these Bylaws may
provide; provided, however, that any such certificate so issued prior to full
payment shall state on the face thereof the amount remaining unpaid and the
terms of payment thereof.

No new certificate for shares shall be issued in lieu of an old certificate
unless the latter is surrendered and cancelled at the same time; provided,
however, that a new certificate will be issued without the surrender and
cancellation of the old certificate if (1) the old certificate is lost,
apparently destroyed or wrongfully taken; (2) the request for the issuance of
the new certificate is made within a reasonable time after the owner of the old
certificate has notice of its loss, destruction, or theft; (3) the request for
the issuance of a new certificate is made prior to the receipt of notice by the
corporation that the old certificate has been acquired by a bona fide purchaser;
(4) the owner of the old certificate files a sufficient indemnity bond with or
provides other adequate security to the corporation; and (5) the owner satisfies
any other reasonable requirement imposed by the corporation. In the event of the
issuance of a new certificate, the rights and liabilities of the corporation,
and of the holders of the old and new certificates, shall be governed by the
provisions of Sections 8104 and 8405 of the California Commercial Code.


I.       ARTICLE VIII

A.       Inspection of Corporate Records

Section 1. General Records.

The accounting books and records, the record of shareholders, and the minutes of
proceedings of the shareholders, the Board of Directors and committees thereof
of the corporation and any subsidiary of the corporation shall be open to
inspection upon the written demand on the corporation of any shareholder or
holder of a voting trust certificate at any reasonable time during usual
business hours, for a purpose reasonably related to such holder's interests as a
shareholder or as the holder of such voting trust certificate. Such inspection
by a shareholder or holder of a voting trust certificate may be made in person
or by agent or attorney, and the right of inspection includes the right to copy
and make extracts.

A shareholder or shareholders holding at least five percent (5%) in the
aggregate of the outstanding voting shares of the corporation or who hold at
least one percent (1%) of such voting shares and have filed a schedule 14B with
the United States Securities and Exchange Commissions* relating to the election
of directors of the corporation shall have (in person, or by agent or attorney)
the right to inspect and copy the record of shareholders' names and addresses
and share holdings during usual business hours upon five (5) business-days'
prior written demand upon the corporation or to obtain from the transfer agent
for the corporation, upon written demand and upon the tender of its 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 it has been compiled or as of a date
specified by the shareholder subsequent to the date of demand. The list shall be
made available on or before the later of five (5) business days after the demand
is received or the date specified therein as the date as of which the list is to
be compiled.

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<PAGE>   17


Every director shall have the absolute right at any reasonable time to inspect
and copy all books, records and documents of every kind and to inspect the
physical properties of the corporation and its subsidiaries. Such inspection by
a director may be made in person or by agent or attorney, and the right of
inspection includes the right to copy and make extracts.


Section 2. Inspection of Bylaws.

The corporation shall keep at its principal executive office in California, or
if its principal executive office is not in California, then at its principal
business office in California (or shall otherwise provide upon written request
of any shareholder if it has no such office in California) the original or a
copy of these Bylaws as amended to date, which shall be open to inspection by
the shareholders at all reasonable times during office hours.

I.       ARTICLE IX

A.       Amendments

Section 1. Power of Shareholders.

New bylaws may be adopted or these Bylaws may be amended or repealed by the
affirmative vote of a majority of the outstanding shares entitled to vote, or by
the written assent of shareholders entitled to vote such shares, except as
otherwise provided by law or by the Articles of Incorporation.

Section 2. Power of Directors.

Subject to the right of shareholders as provided in Section 1 of this Article IX
to adopt, amend or repeal these Bylaws, these Bylaws may be adopted, amended or
repealed by the Board of Directors; provided, however, that the Board of
Directors may adopt a bylaw or amendment thereof changing the authorized number
of directors only for the purpose of fixing the exact number of directors within
the limits specified in the Articles of Incorporation or in Section 2 of Article
III of these Bylaws.

I.       ARTICLE X

A.       Definitions

Unless the context otherwise requires, the general provisions, rules of
construction and definitions contained in the General Corporation Law as amended
from time to time shall govern the construction of these Bylaws.


Without limiting the generality of the foregoing, the masculine gender includes
the feminine and neuter, the singular number includes the plural and the plural
number includes the singular, and the term "Person" includes a corporation as
well as a natural person

I.       ARTICLE XI

A.       Corporate Seal

The corporate seal shall consist of a circular die bearing the name of the
corporation, the state in which it was incorporated and the date of its
incorporation. When authorized by the Board of Directors, a duplicate of the
corporate seal may be kept and used by such officer or person as the Board of
Directors may designate.

We, the undersigned, do hereby certify:


           1. That the foregoing bylaws, comprising 19 pages, constitute the
              bylaws of said corporation as duly adopted at a meeting of the
              Board of Directors thereof duly held on January 16, 2001.


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<PAGE>   18

IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed, the seal
of said corporation this 16th day of January 2001.




/S/ Russell L. Duclos
----------------------------------------
    Russell L. Duclos, President & CEO



/S/ Linda J. Miles
----------------------------------------
    Linda J. Miles, Executive Vice President
    and Chief Financial Officer
    Assistant Secretary



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