AMENDMENT TO THE BY-LAWS OF AUBURN BANCORP

                                   ARTICLE III

Section 2. Number and  Qualification  of  Directors.  The  authorized  number of
Directors shall be not less than six (6) nor more than eleven (11) until changed
by an amendment to this Bylaw adopted by the vote or written  consent of holders
of a majority of the  outstanding  shares  entitled to vote. The exact number of
Directors shall be ten (10),  until changed,  within the limits specified above,
by a Bylaw amending this Section 2, duly adopted by the Board of Directors or by
the Shareholders.










Date:  January 18, 1984

                                       B-1

<PAGE>



                   AMENDMENT TO THE BY-LAWS OF AUBURN BANCORP

                                   ARTICLE III

Section 2. Number and  Qualification  of  Directors.  The  authorized  number of
Directors shall be not less than six (6) nor more than eleven (11) until changed
by an amendment to this Bylaw adopted by the vote or written  consent of holders
of a majority of the  outstanding  shares  entitled to vote. The exact number of
Directors shall be nine (9), until changed,  within the limits  specified above,
by a Bylaw amending this Section 2, duly adopted by the Board of Directors or by
the Shareholders.










Date:  February 25, 1984

                                       B-2

<PAGE>



                                 AUBURN BANCORP

                RESOLUTION APPROVING AMENDMENT OF PART OF BYLAWS


               WHEREAS,  it is  deemed  to be in  the  best  interests  of  this
Corporation and its  shareholders  that the Bylaws of the Corporation be amended
in certain respects;


               NOW, THEREFORE,  BE IT RESOLVED,  that the following amendment to
the Bylaws of this Corporation is approved and adopted:


     Section 13. Nomination  Procedures.  Nominations for election of members of
     the  Board of  Directors  may be made by the Board of  Directors  or by any
     holder of any outstanding class of capital stock of the Company entitled to
     vote  for the  election  of  directors.  Notice  of  intention  to make any
     nominations  (other  than for  persons  named in the notice of any  meeting
     called for the  election of  directors)  are required to be made in writing
     and to be delivered or mailed to the  president of the Company by the later
     of: (i) the close of business 21 days prior to any meeting of  stockholders
     called for the  election  of  directors,  or (ii) 10 days after the date of
     mailing of notice of the meeting to stockholders.  Such  notification  must
     contain the  following  information  to the extent  known to the  notifying
     stockholder:  (a) the name and address of each  proposed  nominee;  (b) the
     principal  occupation of each proposed nominee; (c) the number of shares of
     capital stock of the Company owned by each proposed  nominee;  (d) the name
     and  residence  address  of the  notifying  stockholder;  (e) the number of
     shares of capital stock of the Company owned by the notifying  stockholder;
     (f) the  number of  shares  of  capital  stock of any  bank,  bank  holding
     company, savings and loan association or other depository institution owned
     beneficially  by  the  nominee  or by the  notifying  stockholder  and  the
     identities  and  locations of any such  institutions;  and, (g) whether the
     proposed  nominee has ever been convicted of or pleaded nolo  contendere to
     any  criminal  offense  involving  dishonesty  or breach of trust,  filed a
     petition in bankruptcy or been adjudged bankrupt. The notification shall be
     signed by the  nominating  stockholder  and by each  nominee,  and shall be
     accompanied by a written consent to be named as a nominee for election as a
     director from each  proposed  nominee.  Nominations  not made in accordance
     with these  procedures shall be disregarded by the chairman of the meeting,
     and upon his  instructions,  the inspectors of election shall disregard all
     votes cast for each such nominee.  The foregoing  requirements do not apply
     to the nomination of a person to replace a proposed  nominee who has become
     unable to serve as a director  between  the last day for  giving  notice in
     accordance  with this  paragraph and the date of election of directors,  if
     the procedure called for in this paragraph was followed with respect to the
     nomination of the proposed nominee.

     Dated: March 21, 1984


                                       B-3

<PAGE>







                   AMENDMENT TO THE BY-LAWS OF AUBURN BANCORP



ARTICLE II, SECTION 2. ANNUAL MEETING.  The annual meeting of shareholders shall
be held on the third Wednesday in April of each year at 7:30 p.m., or such other
date or such other time as may be fixed by the Board of Directors.  However,  if
this day falls on a legal  holiday,  then the meeting  shall be held at the same
time and  place on the next  succeeding  full  business  day.  At this  meeting,
Directors  shall be elected,  and any other proper  business within the power of
the shareholders may be transacted.




ARTICLE III,  SECTION 6. REGULAR  MEETINGS.  Immediately  following  each annual
meeting of  shareholders  and at the same place,  the Board shall hold a regular
meeting for the purpose of organization,  any desired election of officers,  and
the transaction of other business. Notice of this meeting shall not be required.

Other regular  meetings of the Board shall be held without  notice either on the
third Wednesday of each month at the hour of 9:00 p.m. or at such different date
and  time as the  Board  may  from  time to time  fix by  resolution;  provided,
however,  should said day fall upon a legal holiday  observed by the corporation
at its  principal  office,  then said meeting shall be held at the same time and
place on the next  succeeding  full business day. Call and notice of all regular
meetings of the Board are hereby dispensed with.


Dated: March 21, 1984

                                       B-4

<PAGE>



                                                                     "Exhibit A"



                   AMENDMENT TO THE BY-LAWS OF AUBURN BANCORP


                                   ARTICLE III


SECTION 2. NUMBER AND  QUALIFICATION  OF  DIRECTORS.  The  authorized  number of
Directors shall be not less than six (6) nor more than eleven (11) until changed
by amendment to this Bylaw adopted by the vote or written  consent of holders of
a majority  of the  outstanding  shares  entitled to vote.  The exact  number of
Directors shall be ten (10),  until changed,  within the limits specified above,
by a Bylaw amending this Section 2, duly adopted by the Board of Directors or by
the Shareholders.






Dated:  June 20, 1984


























June 20, 1984


                                       B-5

<PAGE>





ARTICLE III, Section 2.  Number and Qualification of Directors




                      RESOLUTION OF THE BOARD OF DIRECTORS

                                 AUBURN BANCORP



WHEREAS, the Board of Directors of Auburn Bancorp ("Bancorp") desire to increase
the number of members of the Board to eleven (11); and

WHEREAS,  the Board of  Directors  of Bancorp  now desire to amend the Bylaws of
Bancorp so that no more than eleven (11) may serve on the Board of  Directors of
Bancorp; and

WHEREAS,  the Board of Directors of Bancorp have considered the  qualifications,
abilities  and  character  of Paul Brocker to serve on the Board of Directors of
Bancorp;

NOW  THEREFORE,  IT IS RESOLVED,  that  Article III,  Section 2 of the Bylaws of
Bancorp is amended in its entirety to read as follows:

     "Section 2. Number and Qualification of Directors. The authorized number of
     Directors  shall be not less than six (6) nor more than  eleven  (11) until
     changed  by an  amendment  to this  Bylaw  adopted  by the vote or  written
     consent of holders of a majority  of the  outstanding  shares  entitled  to
     vote.  The exact number of Directors  shall be eleven (11),  until changed,
     within the limits specified above, by a Bylaw amending this Section 2, duly
     adopted by the Board of Directors or by the Shareholders."

RESOLVED FURTHER, that Paul Brocker is hereby elected as a Director of Bancorp.




Dated:  July 17, 1986


                                       B-6

<PAGE>







                   AMENDMENT TO THE BY-LAWS OF AUBURN BANCORP




                                   ARTICLE III



SECTION 2. NUMBER AND  QUALIFICATION  OF  DIRECTORS.  The  authorized  number of
directors  shall not be less than  eight (8) nor more than  fifteen  (15)  until
changed by an amendment to this Bylaw adopted by the vote or written  consent of
holders of a majority of the  outstanding  shares  entitled  to vote.  The exact
number of  Directors  shall be eleven  (11)  until  changed,  within  the limits
specified  above,  by a Bylaw amending this Section 2, duly adopted by the Board
of Directors or by the Shareholders.




























April 20, 1988    Annual Meeting

                                       B-7

<PAGE>







                   AMENDMENT TO THE BY-LAWS OF AUBURN BANCORP




                                   ARTICLE III



SECTION 2. NUMBER AND  QUALIFICATION  OF  DIRECTORS.  The  authorized  number of
directors  shall not be less than  eight (8) nor more than  fifteen  (15)  until
changed by an amendment to this Bylaw adopted by the vote or written  consent of
holders of a majority of the  outstanding  shares  entitled  to vote.  The exact
number of  Directors  shall be thirteen  (13) until  changed,  within the limits
specified  above,  by a Bylaw amending this Section 2, duly adopted by the Board
of Directors or by the Shareholders.

























June 23, 1988  Special  Shareholder  Meeting for  acquisition  of Nevada  County
National Bank - add 2 directors:  Dan L. Radabaugh,  Gary N. Weeks for effective
date of 1 August 1988.

                                       B-8

<PAGE>







                    AMENDMENT TO THE BYLAWS OF AUBURN BANCORP



ARTICLE III, SECTION 6.   REGULAR MEETINGS


Immediately following each annual meeting of shareholders and at the same place,
the Board  shall hold a regular  meeting for the  purpose of  organization,  any
desired election of officers,  and the transaction of other business.  Notice of
this meeting shall not be required.

Other regular  meetings of the Board shall be held without  notice either on the
third Wednesday of each month at the hour of 9:00 p.m. or at such different date
and  time as the  Board  may  from  time to time  fix by  resolution;  provided,
however,  should said day fall upon a legal holiday  observed by the corporation
at its  principal  office then said  meeting  shall be held at the same time and
place on the next  succeeding  full business day. Call and notice of all regular
meetings of the Board are hereby  dispensed  with.  The  following  is an annual
schedule  for  monthly  meetings:   January,   March,   April  (includes  Annual
Shareholder Meeting), July, October and December (if needed).





Dated:  November 16, 1988

                                       B-9

<PAGE>







                    AMENDMENT TO THE BYLAWS OF AUBURN BANCORP



                                  AMENDMENT III



SECTION 2. NUMBER AND  QUALIFICATION  OF  DIRECTORS.  The  authorized  number of
directors  shall not be less than  eight (8) nor more than  fifteen  (15)  until
changed by an amendment to this Bylaw adopted by the vote or written  consent of
holders of a majority of the  outstanding  shares  entitled  to vote.  The exact
number of  Directors  shall be eleven  (11)  until  changed,  within  the limits
specified  above,  by a Bylaw amending this Section 2, duly adopted by the Board
of Directors or by the Shareholders.
























October 18, 1989 - resignation of: Dan L. Radabaugh, Richard J. Azevedo


                                      B-10

<PAGE>







                    AMENDMENT TO THE BYLAWS OF AUBURN BANCORP



                                  AMENDMENT III



SECTION 2. NUMBER AND  QUALIFICATION  OF  DIRECTORS.  The  authorized  number of
directors  shall not be less than  eight (8) nor more than  fifteen  (15)  until
changed by an amendment to this Bylaw adopted by the vote or written  consent of
holders of a majority of the  outstanding  shares  entitled  to vote.  The exact
number of Directors shall be ten (10) until changed, within the limits specified
above,  by a Bylaw  amending  this  Section  2,  duly  adopted  by the  Board of
Directors or by the Shareholders.
























March 20, 1991 - Dale R. Morris deceased October 1, 1990


                                      B-11

<PAGE>






                   AMENDMENT TO THE BY-LAWS OF AUBURN BANCORP



ARTICLE IV/OFFICERS



Section 6. Chairperson of the Board The Chairperson of the Board, it there shall
be such an officer,  shall,  if present preside at all meetings of the Board and
of the  shareholders,  and  exercise and perform such other powers and duties as
may be from time to time assigned by the Board. Not withstanding anything to the
contrary,  the chairperson of the Board shall not be an Executive Officer of the
corporation and shall be excluded from participating (other than in the capacity
of a Director) in major policymaking functions of the corporation.


Section  10.  Secretary  The  Secretary  shall keep or cause to be kept,  at the
principal  office and such other place as the Board may order, a book of minutes
of all meetings of shareholders,  the Board,  and its committees,  with the time
and place of holding,  whether  regular or special,  and,  how  authorized,  the
notice thereof given, the names of those present or represented at shareholder's
meetings, and the proceedings thereof.

The  Secretary  shall  keep,  or cause to be kept,  a copy of the By-Laws of the
corporation  at the  principal  office or  business  office in  accordance  with
Section 213 of the California General Corporation Law. The Secretary shall keep,
or cause to be kept, at the principal office of the Corporation's transfer agent
or  registrar,  if one be  appointed,  a share  register,  or a duplicate  share
register,  showing the names of the shareholders and their addresses, the number
and classes of shares held by each,  the number and date of  certificate  issued
for  same,  and the  number  and  dates 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,  of the Board and of any committees  thereof  required by the
By-Laws or by law to be given,  shall keep the seal of the  corporation  in safe
custody,  and shall have such other  powers and perform such other duties as may
be  prescribed by the Board.  Not  withstanding  anything to the  contrary,  the
Secretary of the Board shall not be an Executive  Officer of the corporation and
shall be excluded from participating  (other than in the capacity of a Director)
in major policymaking functions of the corporation.





Dated:  October 19, 1994

                                      B-12

<PAGE>







                    AMENDMENT TO THE BYLAWS OF AUBURN BANCORP



                                  AMENDMENT III



SECTION 2. NUMBER AND  QUALIFICATION  OF  DIRECTORS.  The  authorized  number of
directors  shall not be less than  eight (8) nor more than  fifteen  (15)  until
changed by an amendment to this Bylaw adopted by the vote or written  consent of
holders of a majority of the  outstanding  shares  entitled  to vote.  The exact
number of Directors shall be nine (9) until changed, within the limits specified
above,  by a Bylaw  amending  this  Section  2,  duly  adopted  by the  Board of
Directors or by the Shareholders.
























Dated:  February 15, 1995

                                      B-13