**Exhibit 3.1**

**AMENDED AND RESTATED CERTIFICATE OF INCORPORATION**

**OF**

**FIRST CALIFORNIA FINANCIAL GROUP, INC.**

FIRST CALIFORNIA FINANCIAL GROUP, INC., a Delaware corporation (the “Corporation”), hereby certifies as follows: 

1. The name of the Corporation is FIRST CALIFORNIA FINANCIAL GROUP, INC. The date of filing of its original certificate of incorporationwith the Secretary of State was June 7, 2006, and the name under which it was originally incorporated was FIRST CALIFORNIA FINANCIAL GROUP, INC. 

2. This restated certificate of incorporation amends, restates and integrates the provisions of the certificate of incorporation of said Corporation and has been duly adopted and is filed in accordancewith sections 242 and 245 of the General Corporation Law of the State of Delaware. 

3. The text of the certificate ofincorporation is hereby amended and restated to read herein as set forth in full and shall become effective on March 12, 2007 at 4:01 p.m. EST: 

FIRST. The name of the Corporation is FIRST CALIFORNIA FINANCIAL GROUP, INC. 

SECOND. The address of the Corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street in the City of Wilmington, New Castle County. The name of its registered agent at such address is TheCorporation Trust Company. 

THIRD. The purpose of the Corporation is to engage in any lawful act or activity for whichcorporations may be organized under the General Corporation Law of Delaware. 

FOURTH. (a) The total number of shares ofall classes of stock which the Corporation shall have authority to issue is 27,500,000, of which 25,000,000 shares shall be designated as common stock, $0.01 par value per share (the “Common Stock”), and 2,500,000 shares shall bedesignated as preferred stock, $0.01 par value per share (the “Preferred Stock”). Shares of Preferred Stock may be issued in one or more series from time to time by the board of directors, and the board of directors is expressly authorizedto fix by resolution or resolutions the designations and the powers, preferences and rights, and the qualifications, limitations and restrictions thereof, of the shares of each series of Preferred Stock, including without limitation the following:

(A) the distinctive serial designation of such series which shall distinguish it from other series;

(B) the number of shares included in such series; 

(C) the dividend rate (or method of determining such rate) payable to the holders of the shares of such series, anyconditions upon which such dividends shall be paid and the date or dates upon which such dividends shall be payable; 

(D) whether dividends on the shares of such series shall be cumulative and, in the case of shares of any series having cumulative dividend rights, the date or dates or method of determining the date or dates from which dividends on theshares of such series shall be cumulative; 

(E) the amount or amounts which shall be payable out of the assetsof the Corporation to the holders of the shares of such series upon voluntary or involuntary liquidation, dissolution or winding up the Corporation, and the relative rights of priority, if any, of payment of the shares of such series; 

(F) the price or prices at which, the period or periods within which and the terms and conditions upon which the shares ofsuch series may be redeemed, in whole or in part, at the option of the Corporation or at the option of the holder or holders thereof or upon the happening of a specified event or events; 

(G) the obligation, if any, of the Corporation to purchase or redeem shares of such series pursuant to a sinking fund orotherwise and the price or prices at which, the period or periods within which and the terms and conditions upon which the shares of such series shall be redeemed or purchased, in whole or in part, pursuant to such obligation; 

(H) whether or not the shares of such series shall be convertible orexchangeable, at any time or times at the option of the holder or holders thereof or at the option of the Corporation or upon the happening of a specified event or events, into shares of any other class or classes or any other series of the same orany other class or classes of stock of the Corporation, and the price or prices or rate or rates of exchange or conversion and any adjustments applicable thereto; and 

(I) whether or not the holders of the shares of such series shall have voting rights, in addition to the voting rightsprovided by law, and, if so, the terms of such voting rights. 

Subject to the rights of the holders of any series of Preferred Stock, thenumber of authorized shares of any class or series of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the stock of the Corporationentitled to vote thereon, irrespective of the provisions of Section 242(b)(2) of the General Corporation Law of Delaware or any corresponding provision hereafter enacted. 

(b) The board of directors has provided for the issuance of a series of Preferred Stock of the Corporation consisting of 1,000 shares ofSeries A Convertible Perpetual Preferred Stock with the designations and the powers, preferences and rights, and the qualifications, limitations and restrictions as set forth in Exhibit A hereto. 

FIFTH. Elections shall be by written ballot. 

SIXTH. No action required to be taken or which may be taken at any annual or special meeting of stockholders of the Corporation may be taken without a meeting, and the power of stockholders to consent inwriting, without a meeting, to the taking of any action is specifically denied. 

SEVENTH. (a) If at any time theCorporation has a variable board, the stockholders of the Corporation may not change the exact number of directors within the limits specified in the by-laws, except by the vote of the holders of not less than two-thirds (2/3) of the totalvoting power of all outstanding shares of voting stock of the Corporation. 

(b) Any action by thestockholders to specify or change the fixed number of directors (if the Corporation does not have a variable board) or the maximum or minimum number of directors (if the Corporation has a variable board) or to change from a fixed to a variable boardor vice versa shall not be made, repealed, altered, amended or rescinded except by the vote of the holders of not less than two-thirds (2/3) of the total voting power of all outstanding shares of voting stock of the Corporation; provided,however, that a by-law reducing the fixed number or the minimum number of directors to a number less than five (5) cannot be adopted if the votes cast against its adoption at a meeting are equal to more than sixteen and two-thirds percent(16 2/3%) of the outstanding shares entitled tovote. 

EIGHTH. The board of directors of the Corporation is expressly authorized to adopt, amend or repeal the by-lawsof the Corporation. 

NINTH. The holders of Common Stock shall be entitled at all elections of directors to as many votes asshall equal the number of votes which (except for this provision as to cumulative voting) such holder would be entitled to cast for the election of directors with respect to such holder’s shares of Common Stock multiplied by the number ofdirectors to be elected, and such holder may cast all of such votes for a single director or may distribute them among the number to be voted for, or for any two or more of them as such holder may see fit, and to one vote for each share of CommonStock on all other matters. 

TENTH. A director of the Corporation shall not be liable to the Corporation or its stockholdersfor monetary damages for breach of fiduciary duty as a director, except to the extent that such exemption from liability or limitation thereof is not permitted under the Delaware General Corporation Law as currently in effect or as the same mayhereafter be amended. No amendment, modification or repeal of this Article TENTH shall adversely affect any right or protection of a director that exists at the time of such amendment, modification or repeal. 

ELEVENTH. The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation,in the manner now or hereafter prescribed by statute, and all rights conferred on stockholders herein are granted subject to this reservation. Notwithstanding the foregoing, the provisions set forth in Articles IV, V, VI and VII and this Article XImay not be repealed or amended in any respect unless such repeal or amendment is approved by the affirmative vote of the holders of not less than two-thirds (2/3) of the total voting power of all outstanding shares of voting stock of thisCorporation. 

 

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TWELFTH. To the fullest extent permitted by applicable law, the Corporation is authorized toprovide indemnification of (and advancement of expenses to) agents of the Corporation (and any other persons to which the DGCL permits the Corporation to provide indemnification) through by-law provisions, agreements with such agents or otherpersons, by vote of stockholders or disinterested directors or otherwise, in excess of the indemnification and advancement otherwise permitted by Section 145 of the DGCL, subject only to limits created by the DGCL and applicable decisional law,with respect to actions for breach of duty to the Corporation, its stockholders, and others. 

 

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IN WITNESS WHEREOF, FIRST CALIFORNIA FINANCIAL GROUP, INC. has caused this certificate to be signed by DavidR. Brown, its Chief Financial Officer, on the 12th day of March 2007. 

 
FIRST CALIFORNIA FINANCIAL GROUP, INC.By: 
/s/ David R. Brown
 David R. Brown Chief Financial Officer
 

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**EXHIBIT A**

RIGHTS, PREFERENCES AND PRIVILEGES 

OF 

SERIES A CONVERTIBLE PERPETUAL PREFERRED STOCK 

OF 

FIRST CALIFORNIA FINANCIAL GROUP, INC., 

A DELAWARE CORPORATION 

(A) Title of Series. The designation of the series of preferred stock shall be Series A Convertible Perpetual Preferred Stock (the “Series A Preferred Stock”). 

(B) Number of Shares in Series. The number of shares of Series A Preferred Stock shall be 1,000. 

(C) Voting Privileges of Series A Preferred Stock. 

(1) Except as provided herein or required by law, the holders of Series A Preferred Stock shall not have the right to vote on any matters submitted to the stockholders. 

(2) In addition to any vote required by the Delaware General Corporation Law, First California Financial Group, Inc. (the“Corporation”) shall not, without the affirmative vote or written consent of the holders (acting together as a class) of not less than a majority of the then outstanding shares of Series A Preferred Stock: 

(a) authorize, create or issue any additional shares of Series A Preferred Stock or shares of any class or series of stock having anypreference or priority superior to or on parity with the Series A Preferred Stock with respect to the payment or distribution of assets upon the dissolution or liquidation, voluntary or involuntary, of the Corporation; 

(b) declare or pay any dividend on its Common Stock or on any other class or series of capital stock of the Corporation ranking junior tothe Series A Preferred Stock; 

(c) repurchase, redeem or otherwise acquire for any consideration any shares of its CommonStock or shares of any other class or series of capital stock of the Corporation ranking junior to the Series A Preferred Stock; or 

(d) amend, alter or repeal any provisions of the Amended and Restated Certificate of Incorporation of the Corporation, amend, alter or repeal any provisions of this Exhibit A to the Amended and Restated Certificate of Incorporation, oradopt, amend, alter or repeal any Certificate of Determination of Rights and Preferences with respect to any class or series of capital stock, in each case, so as to adversely affect the rights, preferences and privileges relating to Series APreferred Stock or the holders thereof or waive any of the rights granted to the holders of the Series A Preferred Stock hereby. 

(D) Dividends. Except as contemplated by paragraph (E) below, the holders of the Series A Preferred Stock shall not be entitled to receive any dividends. 

(E) Liquidation Preference. In the event of an involuntary or voluntary liquidation or dissolution of the Corporation at any time, the holders of shares of Series A Preferred Stock shall be entitled toreceive out of the assets of the Corporation, an amount per share of Series A Preferred Stock equal to the Liquidation Amount of the Series A Preferred Stock. The “Liquidation Amount” per share of Series A Preferred Stock as of any dateshall be equal to the sum of $1,000 (the “Base Amount”) (appropriately adjusted to reflect stock splits, stock dividends, reorganizations, consolidations and similar changes hereafter effected and relating to the Series A Preferred Stock)plus an amount (calculated on the basis of a 365-day year and actual days elapsed to payment) equal to 8.5% per annum of the Base Amount (as such Base Amount may be adjusted to reflect stock splits, stock dividends, reorganizations,consolidations and similar changes hereafter effected), which shall accrue commencing with December 10, 2001. Notwithstanding the foregoing, in the event of either an involuntary or a voluntary liquidation or dissolution of the Corporation,payment shall be made first to the holders of shares of Series A Preferred Stock in

the amounts set forth in the Corporation’s Amended and Restated Certificate of Incorporation before any payment of the Liquidation Amount shall be made or any assets distributed to theholders of the Series A Preferred Stock, Common Stock or any other class or series of capital stock of the Corporation ranking junior to the Series A Preferred Stock. If all amounts payable to the holders of the Series A Preferred Stock pursuant tothe Corporation’s Amended and Restated Certificate of Incorporation have been paid, then payment in the amounts herein fixed shall be made to the holders of the Series A Preferred Stock before payment shall be made or any assets distributed tothe holders of the Common Stock or any other class or series of capital stock of the Corporation ranking junior to the Series A Preferred Stock with respect to payment upon dissolution or liquidation of the Corporation. If upon any liquidation ordissolution of the Corporation the assets available for distribution shall be insufficient to pay the holders of all outstanding shares of Series A Preferred Stock and any other class or series of capital stock ranking on a parity with the Series APreferred Stock as to payments upon dissolution or liquidation of the Corporation the full amounts to which they respectively shall be entitled, then such assets or the proceeds thereof shall be distributed among such holders ratably in accordancewith the respective amounts which would be payable on such shares if all amounts payable thereon were paid in full. 

At anytime, in the event of the merger, consolidation or reorganization of the Corporation with or into any other entity or entities (in which merger, consolidation or reorganization any stockholders of the Corporation receive distributions of cash,securities or other property), or the sale, transfer or other disposition of all or substantially all of the assets of the Corporation, or a series of related similar such transactions, then such transactions shall be deemed, for purposes ofdetermining the amounts to be received by the holders of the Series A Preferred Stock in any such transaction, and for purposes of determining the priority of receipt of such amounts as between the holders of the Series A Preferred Stock and theholders of other classes or series of capital stock, to be a liquidation or dissolution of the Corporation; provided, however, the foregoing shall not apply to (i) any transaction as to which the holders of a majority of the outstanding SeriesA Preferred Stock shall have waived by affirmative vote or written consent the application of this paragraph; and (ii) any merger or consolidation with an affiliate of the Corporation the sole purpose of which is to change theCorporation’s domicile solely within the United States and in which holders of capital stock exchange such securities for a pro rata amount of substantially identical securities of a successor corporation. 

Nothing hereinabove set forth shall affect in any way the right of each holder of shares of Series A Preferred Stock to convert such sharesin accordance with paragraph (G) below. 

(F) Redemption. 

(1) The Corporation, in its sole option, may redeem all shares of Series A Preferred Stock, at any time, from funds legally availabletherefor at the Liquidation Amount per share as of the date of redemption (the “Redemption Date”). In the event that the Corporation elects to redeem any shares of Series A Preferred Stock, it must redeem all of the outstanding shares ofSeries A Preferred Stock. 

(2) Notice of any redemption pursuant to this subparagraph (F) shall be mailed at least 30,but not more than 60, days in advance of the Redemption Date to the holders of record of shares of Series A Preferred Stock so to be redeemed at their respective addresses as the same shall appear on the books of the Corporation. To facilitate theredemption of shares of Series A Preferred Stock, the board of directors of the Corporation may fix a record date for the determination of holders of shares of Series A Preferred Stock to be redeemed not more than 60 days prior to the RedemptionDate. Each such notice shall state: (i) the Redemption Date and the number of shares to be redeemed from such holder; (ii) the redemption price; (iii) whether the shares of Series A Preferred Stock called for redemption may beconverted and the applicable conversion price; and (iv) the place or places where certificates for such shares are to be surrendered for payment of the redemption price. 

(3) As of the Redemption Date, notwithstanding that any certificates for such shares shall not have been surrendered for cancellation, theshares represented thereby shall no longer be deemed outstanding, rights to receive distributions shall cease to accrue, and all rights of the holders of the Series A Preferred Stock called for redemption, as stockholders of the Corporation withrespect to such shares, shall cease and terminate, except the right to receive the redemption price, without interest, upon the surrender of their respective certificate; provided, however, that if the Corporation defaults in payment of theredemption price for any reason, the rights of the holders of Series A Preferred Stock shall continue until the Corporation cures the default. 

 

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(4) Redemption of any shares of Series A Preferred Stock is subject to the prior approvalof any federal regulatory agency with jurisdiction over such matters, to the extent required by law. 

(5) No redemptionhereunder made in contemplation of a Transaction (as defined in paragraph (G) below) shall be effective, without the affirmative vote or written consent of the holders of a majority of the then outstanding Series A Preferred Stock, unless theamount per share of Common Stock, which would be payable in a Transaction to a holder of Series A Preferred Stock, were such holder to convert such Series A Preferred Stock into shares of Common Stock as provided in paragraph (G), would be less thanthe Liquidation Amount per share payable in such redemption. 

(G) Conversion Right. 

(1) At any time after the earlier of (i) June 30, 2005 or (ii) the following events (an “Early Conversion Event”):the execution of a definitive agreement relating to a merger, consolidation or reorganization of the Corporation with or into any other entity or entities in which the holders of the Corporation’s capital stock receive cash, property orsecurities (other than securities issued by any party to the merger, consolidation or reorganization which result in the holders of the Corporation’s voting capital stock prior to the merger, consolidation or reorganization holding not lessthan 66.67% of the voting power of the surviving entity) the execution of a definitive agreement relating to any sale, transfer or other disposition of all or substantially all the Corporation’s assets, or adoption of any plan or arrangementrelating to dissolution or liquidation of the Corporation (such merger, consolidation or reorganization, sale, transfer or disposition of assets or dissolution or liquidation being collectively referred to herein as a “Transaction”), eachholder of the Series A Preferred Stock will have the right, exercisable at the option of the holder, to convert some or all of such holder’s shares of Series A Preferred Stock into Common Stock at the conversion price in effect at the time ofconversion, determined as hereinafter provided. The price at which shares of Common Stock shall be delivered upon conversion (the “Conversion Price”) shall initially be $5.63 per share of Common Stock; provided, however, that such initialConversion Price shall be subject to adjustment from time to time in certain instances as hereinafter provided. The number of shares of Common Stock to be issued upon conversion for each share of Series A Preferred Stock shall be determined bydividing the Liquidation Amount per share then in effect by the Conversion Price then in effect. In the case of the call for redemption of the shares of Series A Preferred Stock, such right of conversion shall cease and terminate as to the sharesdesignated for redemption on the Redemption Date thereof; provided, however, that no such call for redemption shall affect a notice of conversion validly given by a holder prior to the Redemption Date. Within 10 days after an Early Conversion Eventand at least 20 days prior to consummation of a Transaction, as defined below, and not less than 20 days prior to the record date or the date on which the Corporation’s transfer books are closed in respect thereto, the Corporation shall giveeach holder of Series A Preferred Stock written notice, by first-class, postage prepaid, addressed to the registered holders of Series A Preferred Stock at the addresses of such holders as shown on the books of the Corporation, of an EarlyConversion Event, which notice shall contain a summary of the principal terms of the proposed Transaction. If the notice of an Early Conversion Event is mailed prior to June 30, 2005, each holder of the Series A Preferred Stock shall have theright, exercisable at any time prior to the third business day prior to the closing of the Transaction, to request that its shares of Series A Preferred Stock be converted into shares of Common Stock. The conversion shall be deemed to occurimmediately prior to the Transaction. However, in the event that any Transaction scheduled to close prior to June 30, 2005 is not consummated for any reason, then the requested conversions will not be effected and each holder’s Series APreferred Stock certificate will be promptly returned to the holder. 

(2) To convert shares of Series A Preferred Stock intoshares of Common Stock, the holder thereof shall surrender at the principal executive office of the Corporation both (i) the certificate or certificates therefor, duly endorsed to the Corporation or in blank, and (ii) provide writtennotice addressed to the Corporation that such holder elects to convert such shares. If the notice of conversion is received by the Corporation after June 30, 2005, the shares of Series A Preferred Stock shall be deemed to have been convertedimmediately prior to the close of business on the day of the surrender of such shares for conversion as herein provided, and the person entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes asthe record holder of such shares of Common Stock at such time. If the notice of conversion is received by the Corporation on or before June 30, 2005, such conversion shall be deemed effective in accordance with subparagraph (G)(1) above. Aspromptly as practicable on or after the conversion date, the Corporation shall issue and deliver or cause to be issued and delivered at such office a certificate or certificates for the number of shares of Common Stock issuable upon such conversion.

 

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(3) In case the Corporation shall (i) declare a dividend upon the Common Stock payablein Convertible Securities, or in any rights or options to purchase Common Stock or Convertible Securities, or (ii) declare any other dividend or make any other distribution upon the Common Stock payable otherwise than out of earnings or earnedsurplus, then thereafter each holder of shares of Series A Preferred Stock upon the conversion thereof will be entitled to receive the number of shares of Common Stock into which such shares of Series A Preferred Stock have been converted and, inaddition and without payment therefor, each dividend described in clause (i) above and each dividend or distribution described in clause (ii) above which such holder would have received by way of dividends or distributions if continuouslysince such holder became the record holder of such shares of Series A Preferred Stock such holder (a) had been the record holder of the number of shares of Common Stock then received, and (b) had retained all dividends or distributions instock or securities (including Common Stock or Convertible Securities, and any rights or options to purchase any Common Stock or Convertible Securities) payable in respect of such Common Stock or in respect to any stock or securities paid asdividends or distributions and originating directly or indirectly from such Common Stock. For the purposes of the foregoing, a dividend or distribution other than in cash shall be considered payable out of earnings or earned surplus only to theextent that such earnings or earned surplus are charged an amount equal to the fair value of such dividend or distribution as determined by the board of directors of the Corporation. 

(4) In case the Corporation shall at any time subdivide its outstanding shares of Common Stock into a greater number of shares, or shall paya dividend on the Common Stock in shares of Common Stock, the Conversion Price in effect immediately prior to such subdivision shall be proportionately reduced, and conversely, in case the outstanding shares of Common Stock of the Corporation shallbe combined into a smaller number of shares, the Conversion Price in effect immediately prior to such combination shall be proportionately increased. 

(5) If any capital reorganization or reclassification of the capital stock of the Corporation, or consolidation or merger of the Corporation with another corporation, or the sale of all or substantiallyall of its assets to another corporation shall be effected in such a way that holders of Common Stock shall be entitled to receive stock, securities or assets with respect to or in exchange for Common Stock, then, as a condition of suchreorganization, reclassification, consolidation, merger or sale, and subject to subparagraph (C) above, lawful and adequate provision shall be made whereby the holders of Series A Preferred Stock shall thereafter have the right to receive, uponthe basis and upon the terms and conditions specified herein and in lieu of the shares of the Common Stock immediately theretofore receivable upon the conversion of Series A Preferred Stock, such shares of stock, securities or assets as may beissued or payable with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the number of shares of such stock immediately theretofore receivable upon the conversion of Series A Preferred Stock had suchreorganization, reclassification, consolidation, merger or sale not taken place, plus all declared dividends unpaid and accumulated or accrued on the Series A Preferred Stock to the date of such reorganization, reclassification, consolidation,merger or sale, and in any such case, appropriate provision shall be made with respect to the rights and interests of the holders of Series A Preferred Stock to the end that the provisions hereof (including without limitation provisions foradjustments of the Conversion Price and of the number of shares receivable upon the conversion of Series A Preferred Stock) shall thereafter be applicable, as nearly as may be in relation to any shares of stock, securities or assets thereafterreceivable upon the conversion of Series A Preferred Stock. The Corporation shall not effect any such consolidation, merger or sale unless prior to the consummation thereof the successor Corporation (if other than the Corporation) resulting fromsuch consolidation or merger or the corporation purchasing such assets shall assume by written instrument executed and mailed to the registered holders of Series A Preferred Stock, at the last addresses of such holders appearing on the books of theCorporation, the obligation to deliver to such holders such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holders may be entitled to receive. 

(6) Upon any adjustment of the Conversion Price, then and in each case, the Corporation shall give written notice thereof by first-classmail, postage prepaid, addressed to the registered holders of Series A Preferred Stock, at the addresses of such holders as shown on the books of the Corporation, which notice shall state the Conversion Price resulting from such adjustment and theincrease or decrease, if any, in the number of shares receivable at such price upon the conversion of Series A Preferred Stock, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based.

 

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(7) In case at any time: 

(a) the Corporation shall pay any dividend payable in stock upon its Common Stock or make any distribution (other than regular cashdividends) to the holders of its Common Stock; 

(b) the Corporation shall offer for subscription pro rata to the holders ofits Common Stock any additional shares of stock of any class or other rights; 

(c) there shall be any capital reorganization,or reclassification of the capital stock of the Corporation, or a consolidation or merger of the Corporation with, or sale of all or substantially all of its assets to, another corporation; or 

(d) there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Corporation; 

then, in any one or more of said cases, the Corporation shall give written notice, by first-class mail, postage prepaid, addressed to theregistered holders of Series A Preferred Stock at the addresses of such holders as shown on the books of the Corporation, of the date on which (i) the books of the Corporation shall close or a record shall be taken for such dividend,distribution or subscription rights, or (ii) such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up shall take place, as the case may be. Such notice also shall specify the date as of whichthe holders of Common Stock of record shall participate in such dividend, distribution or subscription rights, or shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganizationreclassification, consolidation, merger, sale, dissolution, liquidation, or winding up, as the case may be. Such written notice shall be given at least 20 days prior to the action in question and not less than 20 days prior to the record date or thedate on which the Corporation’s transfer books are closed in respect thereto. 

(8) As used in this paragraph (G):(i) the term “Common Stock” shall mean and include the Corporation’s presently authorized Common Stock and also shall include any capital stock of any class of the Corporation hereafter authorized which shall not be limited to afixed sum or percentage in respect of the rights of the holders thereof to participate in dividends or in the distribution of assets upon the voluntary or involuntary liquidation, dissolution or winding up of the Corporation, provided that theshares receivable pursuant to conversion of shares of Series A Preferred Stock shall include shares designated as Common Stock of the Corporation as of the date of issuance of such shares of Series A Preferred Stock; and (ii) the term“Convertible Securities” shall mean securities of the Corporation convertible into Common Stock. 

(9) No fractionalshares of Common Stock shall be issued upon conversion, but, instead of any fraction of a share which would otherwise be issuable, the Corporation shall pay a cash adjustment in respect of such fraction in an amount equal to the same fraction of themarket price per share of Common Stock as of the close of business on the day of conversion. “Market price” shall mean if the Common Stock is traded on a securities exchange or on the Nasdaq Stock Market, the closing price of the CommonStock on such exchange or the Nasdaq Stock Market, or, if the Common Stock is otherwise traded in the over-the-counter market, the closing bid price, in each case averaged over a period of 20 consecutive business days prior to the date as of which“market price” is being determined. If at any time the Common Stock is not traded on an exchange or the Nasdaq Stock Market, or otherwise traded in the over-the-counter market, the “market price” shall be deemed to be the fullydiluted book value per share determined from the financial statements of the Corporation prepared in the ordinary course of business as of the last day of the first month ending not less than 45 days preceding the date as of which the determinationis to be made. 

If more than one share of the Series A Preferred Stock shall be surrendered for conversion at one time by thesame holder, the number of full shares of Common Stock issuable upon conversion thereof shall be computed on the basis of the aggregate number of shares of the Series A Preferred Stock so surrendered. 

(H) Reacquired Shares. Any shares of Series A Preferred Stock redeemed by the Corporation or converted by the holder thereof shall beretired and canceled and added to the shares of Preferred Stock. All such cancelled shares shall become authorized but unissued shares of Preferred Stock undesignated as to series and may be reissued as part of a new series of Preferred Stock to becreated by resolution of the board of directors of the Corporation. 

 

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(I) Limitations. Except as may otherwise be required by law, the shares of Series APreferred Stock shall not have any powers, preferences or relative, participating, optional or other special rights other than those specifically set forth in this resolution (as such resolution may be amended from time to time) or otherwise in theAmended and Restated Certificate of Incorporation of the Corporation. 

 

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**STATE OF DELAWARE**

**CERTIFICATE OF AMENDMENT**

**OF CERTIFICATE OFINCORPORATION**

The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware doeshereby certify: 

**FIRST****:** That at a meeting of the Board of Directors of First California Financial Group, Inc. resolutions wereduly adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and directing that said amendment be considered at the next annual meeting of the stockholders of saidcorporation for consideration thereof. The resolution setting forth the proposed amendment is as follows: 

**RESOLVED**, that theCertificate of Incorporation of this corporation be amended by changing the Article thereof numbered “XI” so that, as amended, said Article shall be and read as follows: 

“The Corporation reserves the right to amend, alter, change, or repeal any provision contained in this Certificate of Incorporation, inthe manner now or hereafter prescribed by statute, and all rights conferred on stockholders herein are granted subject to this reservation.” 

**RESOLVED FURTHER** that the Certificate of Incorporation of this corporation be amended by deleting the Article thereof numbered “VII” and renumbering all subsequent Articles accordingly. 

**SECOND:** That thereafter, pursuant to resolution of its Board of Directors, an annual meeting of the stockholders of said corporation was duly calledand held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment. 

**THIRD:** That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State ofDelaware. 

**IN WITNESS WHEREOF**, said corporation has caused this certificate to be signed this 21st day of June,2007. 

 
By: 
/s/ C. G. Kum
 Authorized OfficerTitle: President and Chief Executive OfficerName: C. G. Kum Print or Type
 

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**STATE OF DELAWARE**

**CERTIFICATE OF AMENDMENT**

**TO THE**

**AMENDED AND RESTATED CERTIFICATE OF INCORPORATION**

 

 

Pursuant to Section 242 of the 

Delaware GeneralCorporation Law 

 

 

First California Financial Group, Inc. (the “Corporation”), a Delaware corporation, does hereby certify as follows: 

**FIRST**: Paragraph (a) of Article FOURTH of the Corporation’s Amended and Restated Certificate of Incorporation is herebyamended by (i) deleting “27,500,000” and inserting in lieu thereof “102,500,000”, and (ii) deleting “25,000,000” and inserting in lieu thereof “100,000,000”. 

**SECOND**: The foregoing amendment was duly adopted in accordance with Section 242 of the General Corporation Law of the State ofDelaware. 

**IN WITNESS WHEREOF**, the Corporation has caused this certificate to be duly executed in its corporatename this 3rd day of March, 2010. 

 
By: 
/s/ Romolo Santarosa
 Authorized OfficerTitle: 
Executive Vice President and

Chief Financial Officer
Name: Romolo Santarosa Print or Type
 

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