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                              AMENDED AND RESTATED
                         CERTIFICATE OF INCORPORATION OF
                               PBOC HOLDINGS, INC.


        PBOC Holdings, Inc., a corporation organized and existing under the laws
of the State of Delaware, hereby certifies as follows:

        1. The name of the Corporation is PBOC Holdings, Inc. The original
Certificate of Incorporation of the Corporation was filed with the Secretary of
State of the State of Delaware on March 2, 1987 under the name of SOCAL
Holdings, Inc., was amended on October 29, 1987, and amended and restated on
July 29, 1992 (the "First Amended and Restated Certificate of Incorporation")
and again on June 1, 1995 (the "Second Amended and Restated Certificate of
Incorporation"). A Certificate of Amendment of Amended and Restated Certificate
of Incorporation was filed on March 20, 1998 ("Certificate of Amendment").

        2. The Corporation, by resolutions duly adopted and declared advisable
by its Board of Directors, has authorized an amendment and restatement of the
Certificate of Incorporation (the "Third Amended and Restated Certificate of
Incorporation") in accordance with Sections 242 and 245 of the Delaware General
Corporation law. Such Third Amended and Restated Certificate of Incorporation
has been duly adopted by the Corporation's stockholders by unanimous written
consent in accordance with the Corporation's Bylaws and in accordance with the
Delaware General Corporation Law.

        3. In accordance with the terms of a Stockholders' Agreement (the
"Stockholders' Agreement") dated April 20, 1998 between the Corporation and all
of the holders of its common stock, par value $0.01 per share ("Common Stock"),
on May 12, 1998, prior to the Corporation's execution of an Underwriting
Agreement with respect to the sale of Common Stock registered with the
Securities and Exchange Commission pursuant to Registration Statement No.
333-48397 (the "Underwriting Agreement"), all 85,000 shares of the Corporation's
outstanding Series C Preferred Stock, par value $0.01 per Share, all 68,000
shares of the Corporation's outstanding Series D Preferred Stock, par value
$0.01 per share, and 321,000 shares of the 332,000 shares of the Corporation's
outstanding Series E Preferred Stock, par value $0.01 per share, were exchanged
for shares of the Corporation's Common Stock. The Corporation's Series C
Preferred Stock and Series D Preferred Stock were retired on such date and the
Certificates of Designations and Preferences with respect to the Series C
Preferred Stock and the Series D Preferred Stock were cancelled.

        4. In accordance with the terms of the Stockholders' Agreement,
immediately subsequent to the closing of the transactions contemplated by the
Underwriting Agreement, the remaining 11,000 shares of outstanding Series E
Preferred Stock shall be exchanged for shares of the Corporation's Common Stock.
The Company's Series E Preferred Stock shall be retired on such date and the
Certificate of Designations and Preferences with respect to the Series E
Preferred Stock shall be cancelled.


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        5. On the date of effectiveness of the Third Amended and Restated
Certificate of Incorporation, each outstanding share of the Corporation's Common
Stock, which heretofore was entitled to 0.5939 of a vote for each share held by
such holder on any matter requiring a vote by holders of the Common Stock shall
be entitled automatically and without further action to one (1) vote for each
share held by such holder on any matter requiring a vote by holders of the
Common Stock.

        6. The text of the Second Amended and Restated Certificate of
Incorporation, as amended by the Certificate of Amendment, is hereby amended and
restated in its entirety to read as herein set forth in full:

                                    ARTICLE I
                                      NAME

        The name of the corporation is PBOC Holdings, Inc. (hereinafter referred
to as the "Corporation").


                                   ARTICLE II
                     REGISTERED OFFICE AND REGISTERED AGENT

        The address of the registered office of the Corporation in the State of
Delaware is 1209 Orange Street, in the city of Wilmington, county of New Castle.
The name of the registered agent at such address is The Corporation Trust
Company.


                                   ARTICLE III
                               NATURE OF BUSINESS

        The purpose of the Corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of the State of Delaware.


                                   ARTICLE IV
                                  CAPITAL STOCK

        The total number of shares of capital stock which the Corporation has
authority to issue is 100,000,000, of which 25,000,000 shall be serial preferred
stock, $0.01 par value per share (hereinafter the "Preferred Stock"), and
75,000,000 shall be common stock, par value $0.01 per share (hereinafter the
"Common Stock").

        Except as provided in any resolution or resolutions establishing a class
or series of Preferred Stock pursuant to this Article IV, the holders of the
Common Stock shall exclusively possess all


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voting power. Each holder of shares of Common Stock shall be entitled to one (1)
vote for each share held by such holder, and holders of shares may not cumulate
votes for the election of directors.

        Whenever there shall have been paid, or declared and set aside for
payment, to the holders of the outstanding shares of any class or series of
stock having preference over the Common Stock as to the payment of dividends,
the full amount of dividends and of sinking fund, retirement fund or other
retirement payments, if any, to which such holders are respectively entitled in
preference to the Common Stock, then dividends may be paid on the Common Stock
and on any class or series of stock entitled to participate therewith as to
dividends out of any assets legally available for the payment of dividends.

        In the event of any liquidation, dissolution or winding up of the
Corporation, the holders of the Common Stock (and the holders of any class or
series of stock entitled to participate with the Common Stock in the
distribution of assets) shall be entitled to receive, in cash or in kind, the
assets of the Corporation available for distribution remaining after: (i)
payment or provision for payment of the Corporation's debts and liabilities; and
(ii) distributions or provisions for distributions to holders of any class or
series of stock having preference over the Common Stock in the liquidation,
dissolution or winding up of the Corporation. Each share of Common Stock shall
have the same relative rights as and be identical in all respects with all the
other shares of Common Stock.

        The Board of Directors is hereby expressly authorized, by resolution or
resolutions to provide, out of the unissued shares of Preferred Stock, for
series of Preferred Stock. Before any shares of any such series are issued, the
Board of Directors shall fix, and hereby is expressly empowered to fix, by
resolution or resolutions, the following provisions of the shares thereof:

               (a) the designation of such series, the number of shares to
        constitute such series and the stated value thereof if different from
        the par value thereof;

               (b) whether the shares of such series shall have voting rights,
        in addition to any voting rights provided by law, and, if so, the terms
        of such voting rights, which may be general or limited;

               (c) the dividends, if any, payable on such series, whether any
        such dividends shall be cumulative, and, if so, from what dates, the
        conditions and dates upon which such dividends shall be payable, the
        preference or relation which such dividends shall bear to the dividends
        payable on any shares of stock of any other class or any other series of
        this class;

               (d) whether the shares of such series shall be subject to
        redemption by the Corporation, and, if so, the times, prices and other
        conditions of such redemption;

               (e) the amount or amounts payable upon shares of such series
        upon, and the rights of the holders of such series in, the voluntary or
        involuntary liquidation, dissolution or winding up, or upon any
        distribution of the assets, of the Corporation;


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               (f) whether the shares of such series shall be subject to the
        operation of a retirement or sinking fund and, if so, the extent to and
        manner in which any such retirement or sinking fund shall be applied to
        the purchase or redemption of the shares of such series for retirement
        or other corporate purposes and the terms and provisions relative to the
        operation thereof;

               (g) whether the shares of such series shall be convertible into,
        or exchangeable for, shares of stock of any other class or any other
        series of this class or any other securities, and, if so, the price or
        prices or the rate or rates of conversion or exchange and the method, if
        any, of adjusting the same, and any other terms and conditions of
        conversion or exchange;

               (h) the limitations and restrictions, if any, to be effective
        while any shares of such series are outstanding upon the payment of
        dividends or the making of other distributions on, and upon the
        purchase, redemption or other acquisition by the Corporation of, the
        Common Stock or shares of stock of any other class or any other series
        of this class;

               (i) the conditions or restrictions, if any, upon the creation of
        indebtedness of the Corporation or upon the issue of any additional
        stock, including additional shares of such series or of any other series
        of this class or of any other class; and

               (j) any other powers, preferences and relative, participating,
        optional and other special rights, and any qualifications, limitations
        and restrictions thereof.

        The powers, preferences and relative, participating, optional and other
special rights, of each series of Preferred Stock, and the qualifications,
limitations or restrictions thereof, if any, may differ from those of any and
all other series at any time outstanding. All shares of any one series of
Preferred Stock shall be identical in all respects with all other shares of such
series, except that shares of any one series issued at different times may
differ as to the dates from which dividends thereon shall accrue and/or be
cumulative.


                                    ARTICLE V
                                PREEMPTIVE RIGHTS

        No holder of the capital stock of the Corporation shall be entitled as
such, as a matter of right, to subscribe for or purchase any part of any new or
additional issue of stock of any class whatsoever of the Corporation, or of
securities convertible into stock of any class whatsoever, whether now or
hereafter authorized, or whether issued for cash or other consideration or by
way of a dividend.




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                                   ARTICLE VI

                                    DIRECTORS

        A. DIRECTORS AND NUMBER OF DIRECTORS. The business and affairs of the
Corporation shall be managed by or under the direction of a Board of Directors.
Except as otherwise fixed pursuant to the provisions of Article IV hereof
relating to the rights of the holders of any class or series of stock having a
preference over the Common Stock as to dividends or upon liquidation to elect
additional directors, the number of directors shall be determined as stated in
the Corporation's Bylaws, as may be amended from time to time.

        B. CLASSIFICATION AND TERM. The Board of Directors, other than those who
may be elected by the holders of any class or series of stock having preference
over the Common Stock as to dividends or upon liquidation, shall be divided into
three classes as nearly equal in number as possible, with one class to be
elected annually. The term of office of the directors of the Corporation shall
be as follows: the term of directors of the first class shall expire at the
first annual meeting of stockholders after the effective date of the filing of
the Amended and Restated Certificate of Incorporation in connection with the
Corporation's initial public offering; the term of office of the directors of
the second class shall expire at the second annual meeting of stockholders after
the effective date of the filing of said Amended and Restated Certificate of
Incorporation; and the term of office of the third class shall expire at the
third annual meeting of stockholders after the effective date of the filing of
said Amended and Restated Certificate of Incorporation; and, as to directors of
each class, when their respective successors are elected and qualified. At each
annual meeting of stockholders, directors elected to succeed those whose terms
are expiring shall be elected for a term of office to expire at the third
succeeding annual meeting of stockholders and when their respective successors
are elected and qualified.

        C. NO CUMULATIVE VOTING. Stockholders of the Corporation shall not be
permitted to cumulate their votes for the election of directors.

        D. VACANCIES. Except as otherwise fixed pursuant to the provisions of
Article IV hereof relating to the rights of the holders of any class or series
of stock having a preference over the Common Stock as to dividends or upon
liquidation to elect directors, any vacancy occurring in the Board of Directors,
including any vacancy created by reason of an increase in the number of
directors, may be filled by a majority vote of the directors then in office,
whether or not a quorum is present, or by a sole remaining director, and any
director so chosen shall hold office for the remainder of the term to which the
director has been selected and until such director's successor shall have been
elected and qualified. When the number of directors is changed, the Board of
Directors shall determine the class or classes to which the increased or
decreased number of directors shall be apportioned; provided that no decrease in
the number of directors shall shorten the term of any incumbent director.



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        E. REMOVAL. Subject to the rights of any class or series of stock having
preference over the Common Stock as to dividends or upon liquidation to elect
directors, any director (including persons elected by directors to fill
vacancies in the Board of Directors) may be removed from office only with cause
by an affirmative vote of not less than a majority of the votes eligible to be
cast by stockholders at a duly constituted meeting of stockholders called
expressly for such purpose.


                                   ARTICLE VII
                       MEETINGS OF STOCKHOLDERS AND BYLAWS

        A. MEETINGS OF STOCKHOLDERS. No action required by the General
Corporation Law of the State of Delaware to be taken at any annual or special
meetings of stockholders, nor any action which may be taken at any annual or
special meetings of stockholders, may be taken without a meeting, without prior
notice and without a vote of such stockholders. Except as otherwise required by
law and subject to the rights of the holders of any class or series of Preferred
Stock, special meetings of the stockholders may be called only by the Board of
Directors pursuant to a resolution approved by the affirmative vote of a
majority of the directors then in office.

        B. BYLAWS. The Board of Directors or stockholders may adopt, alter,
amend or repeal the Bylaws of the Corporation. Such action by the Board of
Directors shall require the affirmative vote of a majority of the directors then
in office at any regular or special meeting of the Board of Directors. Such
action by the stockholders shall require the affirmative vote of the holders of
a majority of the shares of the Corporation entitled to vote generally in an
election of directors, voting together as a single class, as well as such
additional vote of the Preferred Stock as may be required by the provisions of
any series thereof, provided that the affirmative vote of the holders of at
least 75% of the shares of the Corporation entitled to vote generally in an
election of directors, voting together as a single class, as well as such
additional vote of the Preferred Stock as may be required by the provisions of
any series thereof, shall be required to amend, adopt, alter, change or repeal
any provision of the Bylaws of the Corporation which is inconsistent with
Articles VI, VII, VIII, IX and X of this Amended and Restated Certificate of
Incorporation or Sections 2.3, 2.14 and 4.15 of the Bylaws of the Corporation
and which is not approved by the affirmative vote of 80% of the members of the
Corporation's Board of Directors then in office.


                                  ARTICLE VIII
                       LIABILITY OF DIRECTORS AND OFFICERS

        The personal liability of the directors and officers of the Corporation
for monetary damages shall be eliminated to the fullest extent permitted by the
General Corporation Law of the State of Delaware as it exists on the effective
date of this Amended and Restated Certificate of Incorporation or as such law
may be thereafter in effect. No amendment, modification or repeal of this
Article VIII shall adversely affect the rights provided hereby with respect to
any claim, issue or matter in any


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proceeding that is based in any respect on any alleged action or failure to act
prior to such amendment, modification or repeal.


                                   ARTICLE IX
                       INDEMNIFICATION, ETC. OF DIRECTORS,
                         OFFICERS, EMPLOYEES AND AGENTS

        A. INDEMNIFICATION. The Corporation shall indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that such person is or was a director,
officer, employee or agent of the Corporation or any predecessor of the
Corporation, or is or was serving at the request of the Corporation or any
predecessor of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines, and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding to the fullest extent authorized by Section 145
of the General Corporation Law of the State of Delaware, provided that the
Corporation shall not be liable for any amounts which may be due to any person
in connection with a settlement of any action, suit or proceeding effected
without its prior written consent or any action, suit or proceeding initiated by
any person seeking indemnification hereunder without its prior written consent.

        B. ADVANCEMENT OF EXPENSES. Reasonable expenses (including attorneys'
fees) incurred by a director, officer or employee of the Corporation in
defending any civil, criminal, administrative or investigative action, suit or
proceeding described hereunder shall be paid by the Corporation in advance of
the final disposition of such action, suit or proceeding as authorized by the
Board of Directors only upon receipt of an undertaking by or on behalf of such
person to repay such amount if it shall ultimately be determined that the person
is not entitled to be indemnified by the Corporation.

        C. OTHER RIGHTS AND REMEDIES. The indemnification and advancement of
expenses provided by, or granted pursuant to, this Article IX shall not be
deemed exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any agreement, vote of
stockholders or disinterested directors or otherwise, both as to actions in
their official capacity and as to actions in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
officer or employee and shall inure to the benefit of the heirs, executors and
administrators of such person.

        D. INSURANCE. Upon resolution passed by the Board of Directors, the
Corporation may purchase and maintain insurance on behalf of any person who is
or was a director, officer, employee or agent of the Corporation, or is or was
serving at the request of the Corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against any liability asserted against him or incurred by him in any
such capacity or arising out of


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his status as such, whether or not the Corporation would have the power to
indemnify him against such liability under the provisions of this Amended and
Restated Certificate of Incorporation or this Article IX.

        E. MODIFICATION. The duties of the Corporation to indemnify and to
advance expenses to a director, officer, employee or agent provided in this
Article IX shall be in the nature of a contract between the Corporation and each
such person, and no amendment or repeal of any provision of this Article IX
shall alter, to the detriment of such person, the right of such person to the
advance of expenses or indemnification related to a claim based on an act or
failure to act which took place prior to such amendment or repeal.

        F. COMPLIANCE WITH APPLICABLE LAW. Any payments made pursuant to
paragraphs A and B of this Article IX shall be subject to compliance under 12
U.S.C. Section 1828(k) and any regulations promulgated thereunder.


                                    ARTICLE X
                                    AMENDMENT

        The Corporation reserves the right to amend, alter, change or repeal any
provision contained in this Amended and Restated Certificate of Incorporation,
in the manner now or hereafter prescribed by law, and all rights conferred upon
stockholders herein are granted subject to this reservation. No amendment,
addition, alteration, change or repeal of this Amended and Restated Certificate
of Incorporation shall be made unless it is first approved by the Board of
Directors of the Corporation pursuant to a resolution adopted by the affirmative
vote of a majority of the directors then in office, and, to the extent required
by applicable law, is thereafter approved by the holders of a majority (except
as provided below) of the shares of the Corporation entitled to vote generally
in an election of directors, voting together as a single class, as well as such
additional vote of the Preferred Stock as may be required by the provisions of
any series thereof. Notwithstanding anything contained in this Amended and
Restated Certificate of Incorporation to the contrary, the affirmative vote of
the holders of at least 75% of the shares of the Corporation entitled to vote
generally in an election of directors, voting together as a single class, as
well as such additional vote of the Preferred Stock as may be required by the
provisions of any series thereof, shall be required to amend, adopt, alter,
change or repeal any provision inconsistent with Articles VI, VII, VIII, IX and
X hereof and which is not approved by the affirmative vote of 80% of the
Corporation's Board of Directors then in office.



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        IN WITNESS WHEREOF, PBOC Holdings, Inc. has caused this Amended and
Restated Certificate of Incorporation to be signed by its President and attested
to by its Secretary on this 15th day of May 1998.

                                                    PBOC HOLDINGS, INC.
Attest:



     /S/ J. MICHAEL HOLMES                By:         /S/RUDOLF P. GUENZEL
---------------------------------                 -------------------------
Name: J. Michael Holmes                   Name:  Rudolf P. Guenzel
Title:   Secretary                        Title:  President and Chief Executive 
                                                   Officer


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