**Exhibit ****3 (i)**

 

**AMENDED AND RESTATED**

**ARTICLES OF INCORPORATION**

**OF**

**NORTHERN CALIFORNIA BANCORP, INC.**

 

**As of January 23, 2009**

 

1.                                       Thename of the corporation is Northern California Bancorp, Inc.

 

2.                                       Thepurpose of the corporation is to engage in any lawful act or activity for whicha corporation may be organized under the General Corporation Law of California,other than the banking business, the trust company business, or the practice ofa profession permitted to be incorporated by the California Corporations Code.

 

3.                                       Thename and address of the initial agent for service of process in Californiashall be Charles T. Chrietzberg, Jr., 601 Munras Avenue, Monterey,Monterey County, California 93940.

 

4.                                       AuthorizedCapital.  The corporation is authorized to issue two (2) classesof shares of stock: one class of shares to be called “Common Stock”; the secondclass of shares to be called “Serial Preferred Stock.” The total number ofshares of stock which the corporation shall have authority to issue is twentymillion (20,000,000), of which ten million (10,000,000) shall be Common Stock,without par value, and ten million (10,000,000) shall be Serial PreferredStock.

 

The designations and thepowers, preferences, and rights and the qualifications, limitations or restrictionsthereof, of each class of stock of the corporation shall be as follows:

 

(a)                                  SerialPreferred Stock.  The SerialPreferred Stock may be issued from time to time in one or more series. Thecorporation’s Board of Directors is hereby authorized to fix or alter therights, preferences, privileges and restrictions granted to or imposed upon anywholly unissued series of preferred shares, and the number of sharesconstituting any such series and a designation thereof, or any of them; and toincrease or decrease the number of shares of any series subsequent to theissuance of shares of that series, but not below the number of shares of suchseries then outstanding. In case the number of shares of any series shall be sodecreased, the shares constituting such decrease shall resume the status whichthey had prior to the adoption of the resolution originally fixing the numberof shares of such series.

 

(b)                                 CommonStock.

 

(1)                                  Afterthe requirements with respect to preferential dividends upon all classes andseries of stock entitled thereto shall have been paid or declared and set apartfor payment and after the corporation shall have complied with allrequirements, if any, with respect to the setting aside of sums as a sinkingfund or for a redemption account on any class of stock, then and not otherwise,the holders of Common Stock shall be entitled to receive, subject to theapplicable provisions of the Corporations Code of the State of California, suchdividends as may be declared from time to time by the corporation’s Board 

 

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of Directors.

 

(2)                                  Afterdistribution in full of the preferential amounts to be distributed to theholders of all classes and series of stock entitled thereto in the event of avoluntary or involuntary liquidations, dissolution, or winding up of thecorporation, the holders of the Common Stock shall be entitled to receive allthe remaining assets of the corporation.

 

Each holder ofCommon Stock shall have one (1) vote in respect of each share of suchstock held by him or her, subject, however, to such special voting rights byclass as are or may be granted to holders of Serial Preferred Stock.

 

5.                                      Thenumber of directors of this corporation shall be not fewer than five nor morethan nine with the exact number to be fixed by resolution of the Board ofDirectors or the shareholders.

 

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