<PAGE>



                            CERTIFICATE OF AMENDMENT
                                       OF
                            ARTICLES OF INCORPORATION
                                       OF
                    AUBURN BANCORP, a California Corporation


John G. Briner and Harry E. Sands certify that:

1.   They are duly elected and acting President and Secretary,  respectively, of
     said corporation.

2.   The Articles of Incorporation  of said corporation  shall be amended to add
     the following provisions:

                             SIX: DIRECTOR LIABILITY

     The  liability of the  directors of the  corporation  for monetary  damages
     shall be eliminated to the fullest extent permissible under California law.

                             SEVEN: INDEMNIFICATION

     The  corporation  is  authorized to provide  indemnification  of agents (as
     defined in Section 317 of the Corporations  Code) for breach of duty to the
     corporation  and its  stockholders  through  bylaw  provisions  or  through
     agreements  with the  agents,  or both,  in excess  of the  indemnification
     otherwise permitted by Section 317 of the Corporations Code, subject to the
     limits  on such  excess  indemnification  set forth in  Section  204 of the
     Corporations Code.

3.   The foregoing amendment has been approved by the Board of Directors of said
     corporation.

4.   The  foregoing   amendment  was  approved  by  the  required  vote  of  the
     shareholders  of said  corporation  in  accordance  with Section 902 of the
     California General  Corporation Law; the total number of outstanding shares
     of each class entitled to vote with respect to the foregoing  amendment was
     600,000  common  shares;  and the number of shares of each class  voting in
     favor of the  foregoing  amendment  equaled or exceeded the vote  required,
     such  required  vote being a majority of the  outstanding  shares of common
     stock.


                                        /s/ John G.Briner
                                        John G. Briner, President


                                        /s/ Harry E. Sands
                                        Harry E. Sands, Secretary


                                      AI-1

<PAGE>



                                  VERIFICATION



The  undersigned,  John G.  Briner and Harry E. Sands,  respectively,  of Auburn
Bancorp,  each declares  under penalty of perjury that the matter set out in the
foregoing Certificate are true of his knowledge.

Executed at Auburn, California on April 20, 1988.





                                        /s/ John G. Briner
                                        John G. Briner


                                        /s/ Harry E. Sands
                                        Harry E. Sands


                                      AI-2

<PAGE>



                            CERTIFICATE OF AMENDMENT
                                       OF
                            ARTICLES OF INCORPORATION
                                       OF
                    AUBURN BANCORP, a California Corporation


John G. Briner and Harry E. Sands certify that:

1.   They are duly elected and acting President and Secretary,  respectively, of
     said corporation.

2.   Article SEVEN of the Articles of  Incorporation  of Auburn Bancorp shall be
     amended to read in its entirety as follows:

                             SEVEN: INDEMNIFICATION

          The corporation is authorized to indemnify its agents (as defined from
     time to time in Section  317 of the  California  Corporations  Code) to the
     fullest extent  permissible under California law. Any amendment,  repeal or
     modification  of the provisions of this Article shall not adversely  affect
     any right or protection of an agent of the corporation existing at the time
     of such amendment, repeal or modification.

3.   The foregoing  amendment of articles of incorporation  has been approved by
     the Board of Directors.

4.   The foregoing amendment of articles of incorporation has been duly approved
     by the required vote of  shareholders in accordance with Section 902 of the
     Corporations  Code.  The total number of  outstanding  shares of each class
     entitled to vote with  respect to the  foregoing  amendment  was  1,041,053
     shares  of  common  stock.  The  number  of  shares  voting in favor of the
     amendment  equaled or  exceeded  the vote  required.  The  percentage  vote
     required was more than 50%


We further  declare  under  penalty  of  perjury  under the laws of the State of
California  that the matters set forth in this  certificate are true and correct
of our own knowledge.

Dated: April 20, 1994



/s/ John G. Briner                      /s/ Harry E. Sands
John G. Briner, President               Harry E. Sands, Secretary


                                      AI-3