**Exhibit 3.4**

 

|   |   | **CERTIFICATE OF AMENDMENT**  |   | **ENDORSED - FILED**                                                    |
|--------|--------|-------------------------------|--------|-------------------------------------------------------------------------|
|   |   | **OF**                        |   | **In the office of the Secretary of State  of the State of California** |
|   |   | **ARTICLES OF INCORPORATION** |   |
|   |   |                          |   |                                                                    |
|   |   | **WESTERN SIERRA BANCORP**    |   | **MAY 07 2004**                                                         |
|   |   | A California Corporation      |   |                                                                    |
|   |   |                          |   | **KEVIN SHELLEY**                                                       |
|   |   |                          |   | **Secretary of State**                                                  |

 

Gary D. Gall and Anthony Gould,certify that:

 

1.                                       Theyare the duly elected and acting President and Secretary, respectively, of saidCorporation.

 

2.                                       Thefollowing amendment has been approved by the Board of Directors of said Corporation.

 

3.                                       ArticleTHREE of the Articles of Incorporation of this Corporation shall be amended toread as follows:

 

THREE:AUTHORIZED STOCK

 

Thiscorporation is authorized to issue two classes of shares designatedrespectively “Common Stock,” and “Preferred Stock” and referred to either asCommon Stock or Common shares and Preferred Stock or Preferred shares,respectively.  The number of shares ofCommon Stock is Fifteen Million (15,000,000) and the number of shares ofPreferred Stock is Ten Million (10,000,000).

 

Upon theamendment of Article THREE to read as herein set forth, every two (2) shares ofthe issued and outstanding Common Stock of this corporation is split up andconverted into three (3) shares of Common Stock.

 

4.                                       Theforegoing amendment was one which may be adopted with approval of the Board ofDirectors of the Corporation pursuant to Section 902(c) of the CaliforniaCorporations Code.  There are no sharesof preferred stock outstanding.

 

 
|   | /s/ Gary D.  Gall         |
|--------|---------------------------|
|   | Gary D.  Gall, President  |
|   |                      |
|   |                      |
|   | /s/ Anthony  Gould        |
|   | Anthony  Gould, Secretary |

 

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VERIFICATION

 

 

The undersigned, Gary D. Galland Anthony Gould, respectively, of Western Sierra Bancorp, each declares underpenalty of perjury that the matters set out in the foregoing Certificate are trueof his knowledge.

 

Executed at Cameron Park,California on 4-22, 2004.

 

 
|   | /s/ Gary D.  Gall  |
|--------|--------------------|
|   | Gary D. Gall       |
|   |               |
|   |               |
|   | /s/ Anthony  Gould |
|   | Anthony  Gould     |

 

 
|   | [SEAL]                           |
|--------|----------------------------------|
|   |                             |
|   | OFFICE OF THE SECRETARY OF STATE |

 

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