Exhibit 3(b)

                                     BYLAWS

                                       OF

                             FIRST FINANCIAL BANCORP
                            A California corporation
                       (as amended through March 25, 2004)


                               Article I. Offices

Section 1.01. Principal Office. The Board of Directors shall fix the location of
the principal executive office of the Corporation at any place within or without
the State of California. If the principal executive office is located outside
this State, and the Corporation has one or more business offices in this State,
the Board of Directors shall fix and designate a principal business office in
the State of California.

Section 1.02. Other Offices. The Board of Directors may at any time establish
branch or subordinate offices at any place or places where the Corporation is
qualified to do business.

                            Article II. Shareholders

Section 2.01. Place of Meetings. Meetings of shareholders shall be held at any
place within or without the State of California designated by the Board of
Directors. In the absence of any such designation, shareholders' meetings shall
be held at the principal office of the Corporation.

Section 2.02. Annual Meetings; Shareholder Proposals. Annual meetings of
shareholders of the Corporation for the purpose of electing directors and for
the transaction of such other proper business as may properly come before such
meetings may be held at such time, date and places as the Board of Directors
shall determine.

No business may be transacted at an annual meeting of shareholders, other than
business that is either (a) specified in the notice of meeting (or any
supplement thereto) given by or at the direction of the Board of Directors (or
any duly authorized committee thereof), (b) otherwise properly brought before
the annual meeting by or at the direction of the Board of Directors (or any duly
authorized committee thereof), or (c) otherwise properly brought before the
annual meeting by any shareholder of the corporation (i) who is a shareholder of
record on the date of the giving of the notice provided for in this Section 2.02
and on the record date for the determination of shareholders of record entitled
to vote at the annual meeting and (ii) who timely complies with the notice
procedures and form of notice set forth in this Section 2.02.

To be timely, a shareholder's notice must be given to the Secretary of the
Corporation and must be delivered to or mailed and received at the principal
executive offices of the corporation not less than ninety (90) days nor more
than one hundred twenty (120) days prior to the anniversary date of the
immediately preceding annual meeting of shareholders; provided, however, that in
the event that the annual meeting is called for a date that is not within thirty
(30) days before or after the anniversary date, notice by the shareholder in
order to be timely must be so received no later than the close of business on


                                       97

<PAGE>

the tenth (10th) day following the day on which the notice of the annual meeting
date was mailed to shareholders.

To be in proper form, a shareholder's notice must be in written form and must
set forth as to each matter the shareholder proposes to bring before the annual
meeting (i) a brief description of the business desired to be brought before the
annual meeting and the reasons for documenting the business at the annual
meeting, (ii) the name and record address of the shareholder, (iii) the number
of shares of capital stock of the Corporation which are owned beneficially or of
record by each shareholder, (iv) a description of all arrangements or
understandings between the shareholder and any other person or persons
(including their names) in connection with the proposal of the business and (v)
a representation that the shareholder intends to appear in person or by proxy at
the annual meeting to bring such business before the meeting.

No business shall be conducted at the annual meeting of shareholders except
business brought before the annual meeting in accordance with the procedures set
forth in this Section 2.04. If the chairman of the annual meeting determines
that business was not properly brought before the annual meeting in accordance
with the foregoing procedures, the chairman shall declare to the meeting that
the business was not properly brought before the meeting and the business shall
not be transacted.

Any shareholder proposal submitted for inclusion in the Corporation's proxy
statement must comply with the Rule 14a-8 under the Securities Exchange Act of
1934, as amended (the "Exchange Act").

Section 2.03. Special Meetings. Special meetings of the shareholders may be
called at any time, for any purpose or purposes whatsoever, by the President, by
the Chairman of the Board, by the Secretary, by the Board of Directors or by one
or more shareholders holding not less than ten percent (10%) of the voting
shares of the Corporation.

Section 2.04.  Notice of Meetings.

(A) Written notice of all meetings of the shareholders shall be given to each
shareholder entitled to vote by the Secretary or by any Assistant-Secretary, or
by any other person whom the Board of Directors may charge with that duty. Such
notice shall be given, either personally or by mail or other means of written
communication, addressed to the shareholder at the address of such shareholder
appearing on the books of the Corporation or given by the shareholder to the
Corporation for the purpose of notice; or if no such address appears or is
given, at the place where the principal executive office of the Corporation is
located or by publication at least once in a newspaper of general circulation in
the county in which the principal executive office is located. The notice or
report shall be deemed to have been given when delivered personally or deposited
in the mail or sent by other means of written communication. An affidavit of
mailing of any notice or report in accordance with these Bylaws executed by the
Secretary, Assistant Secretary or any transfer agent shall be prima facie
evidence of the giving of the notice or report. If any notice or report
addressed to the shareholder at the address of such shareholder appearing on the
books of the Corporation is returned to the Corporation by the United States
Postal Service marked to indicate that the United States Postal Service is
unable to deliver the notice or report to the shareholder at such address, then
all future notices or reports shall be deemed to have been duly given without
further mailing if the same shall be available for the shareholder upon written
demand at the principal executive office of the Corporation for a period of one
year from the date of giving of the notice or report to all other shareholders.

(B) All notices shall be given not fewer than ten (10) (or, if the Corporation's
outstanding shares are held of record by 500 or more persons, determined as
provided in Section 605 of the California General Corporation Law, on the record
date for the shareholders meeting and the

                                       98

<PAGE>

Corporation chooses to send such notice by third class mail, thirty (30)) nor
more than sixty (60) days before the date of the meeting to each shareholder
entitled to vote thereat. Such notice shall state the place, the date, and hour
of the meeting and (i) in the case of a special meeting, the general nature of
the business to be transacted, and no other business may be transacted, or (ii)
in the case of the annual meeting, those matters that the Board, at the time of
the mailing of the notice, intends to present for action by the shareholders. A
notice of any meeting at which directors are to be elected shall include the
names of nominees intended at the time of the notice to be presented by
management for election.

(C) Any shareholder approval at a meeting, other than unanimous approval by
those entitled to vote, on any of the matters listed below, shall be valid only
if the general nature of the proposal so approved was stated in the notice of
meeting or in any written waiver of notice:

                  (1) a proposal to approve a contract or other transaction
     between the Corporation and one or more of its directors, or between the
     Corporation and any corporation, firm or association in which one or more
     directors has a material financial interest;

                  (2) proposal to amend the Articles of Incorporation;

                  (3) a proposal regarding a reorganization, merger or
     consolidation involving the Corporation;

                  (4) a proposal to wind up and dissolve the Corporation;

                  (5) a proposal to adopt a plan of distribution of the shares,
     obligations or securities of any other corporation, domestic or foreign, or
     assets other than money which is not in accordance with the liquidation
     rights of any preferred shares as specified in the Articles of
     Incorporation.

Subject to the foregoing limitations any proper matter may be presented at the
meeting for action by shareholders.


Section 2.05. Nominations for Directors. Nominations for election of members of
the Board of Directors may be made by the Board of Directors or by any holder of
any outstanding class of capital stock of the Corporation entitled to vote for
the election of directors.

To be timely, a shareholder's notice must be given to the Secretary of the
Corporation and must be delivered to or mailed and received at the principal
executive offices of the corporation not less than ninety (90) days nor more
than one hundred twenty (120) days prior to the anniversary of the immediately
preceding annual meeting of shareholders; provided, however, that in the event
that the annual meeting is called for a date that is not within thirty (30) days
before or after the anniversary date, or no annual meeting was held in the
immediately preceding year, notice by the shareholder in order to be timely must
be so received no later than the close of business on the tenth (10th) day
following the day on which the notice of the annual meeting date was mailed to
shareholders.

Such notification must contain the following information to the extent known to
the notifying shareholder: (1) the name and address of each proposed nominee;
(2) the principal occupation of each proposed nominee; (3) the number of shares
of capital stock of the Corporation owned by each proposed nominee; (4) the name
and residence address of the notifying shareholder; (5) the number of shares of
capital stock of the Corporation owned by the notifying shareholder; (6) the
number of shares of capital stock of any bank, bank holding company, savings and
loan association or other depository institution owned beneficially by the
nominee or by the notifying shareholder and the identities and locations of any
such institutions, (7) whether the proposed nominee has ever been convicted of
or pleaded nolo

                                       99

<PAGE>

contendere to any criminal offense involving dishonesty or breach of trust,
filed a petition in bankruptcy or been adjudged bankrupt, (8) a description of
all arrangements or understandings between the notifying shareholder and each
proposed nominee and any other person or persons (including their names)
pursuant to which the nomination(s) are to be made by the notifying shareholder,
(9) any other information relating to the proposed nominee and the notifying
shareholder that would be required to be disclosed in a proxy statement or other
filings required to be made in connection with solicitations of proxies for
election of directors pursuant to Section 14 of the Exchange Act and the rules
and regulations promulgated thereunder, and (10) a statement regarding the
nominee's compliance with Section 3.15 of these Bylaws. The notification shall
be signed by the nominating shareholder and by each nominee, and shall be
accompanied by a written consent to be named as a nominee for election as a
director from each proposed nominee. Nominations not made in accordance with
these procedures shall be disregarded by the chairman of the meeting, and upon
his or her instructions, the inspectors of election shall disregard all votes
cast for each such nominee. The foregoing requirements do not apply to the
nomination of a person to replace a proposed nominee who has become unable to
serve as a director between the last day for giving notice in accordance with
this paragraph and the date of election of directors if the procedure called for
in this paragraph was followed with respect to the nomination of the proposed
nominee. A copy of this Section 2.05 and of Section 3.15 of these Bylaws will be
provided to any shareholder upon receipt of a written request therefor,
addressed to the President of the Corporation.

Section 2.06.  Quorum.

         (A) The presence in person or by proxy of the persons entitled to vote
a majority of the voting shares of the Corporation at any meeting shall
constitute a quorum for the transaction of business.

         (B) The shareholders present at a duly called or held meeting at which
a quorum is present may continue to transact business until adjournment,
notwithstanding the withdrawal of enough shareholders to leave less than a
quorum, if any action taken (other than adjournment) is approved by at least a
majority of the shares required to constitute a quorum.

         (C) In the absence of a quorum, any meeting of shareholders may be
adjourned from time to time by the vote of a majority of the shares represented
either in person or by proxy, but no other business may be transacted, except as
provided in subdivision (b).

Section 2.07. Adjourned Meeting and Notice Thereof. Any shareholder's meeting,
annual or special, whether or not a quorum is present, may be adjourned from
time to time by the vote of a majority of the shares represented either in
person or by proxy, but in the absence of a quorum no other business may be
transacted at such meeting, except as provided in Section 2.06 of these Bylaws.
It shall not be necessary to give any notice of the time and place of the
adjourned meeting or of the business to be transacted thereat, other than by
announcement at the meeting at which such adjournment is taken except that, when
any meeting is adjourned for more than forty-five (45) days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each shareholder of record entitled to
vote thereat. At the adjourned meeting the Corporation may transact any business
which could have been transacted at the original meeting.


Section 2.08.  Voting at Meetings.

(A) The shareholders entitled to notice of any meeting or to vote at any such
meeting shall be the persons in whose names shares stand on the stock records of
the Corporation on the record date determined in accordance with Section 2.09 of
these Bylaws.

                                      100

<PAGE>

(B) Voting shall in all cases be subject to the provisions of Chapter 7 of the
California General Corporation Law and to the following provisions:

(1) subject to clause (9), shares held by an administrator, executor, guardian,
conservator or custodian may be voted by such holder either in person or by
proxy, without a transfer of the shares into the holder's name;

                  (2) subject to clause (9), shares standing in the name of a
trustee may be voted by the trustee, either in person or by proxy, but no
trustee shall be entitled to vote shares so held without a transfer of them into
the trustee's name.

                  (3) shares standing in the name of a receiver may be voted by
such receiver; and shares held by or under the control of a receiver may be
voted by such receiver without the transfer thereof into the receiver's name if
authority to do so is contained in the order of the court by which such receiver
was appointed;

                  (4) subject to the provisions of Section 705 of the California
General Corporation Law, and of Section 2.10 of these Bylaws, and except where
otherwise agreed in writing between the parties, a shareholder whose shares are
pledged shall be entitled to vote such shares until the shares have been
transferred into the name of the pledgee, and thereafter the pledgee shall be
entitled to vote the shares so transferred;

                  (5) shares standing in the name of a minor may be voted, and
the Corporation may treat all rights incident thereto as exercisable by the
minor, in person or by proxy, whether or not the Corporation has notice, actual
or constructive, of the nonage, unless a guardian of the minor's property has
been appointed and written notice of such appointment has been given to the
Corporation;

                  (6) if authorized to vote the shares by the power of attorney
by which the attorney-in-fact was appointed, shares held by or under the control
of an attorney-in-fact may be voted and the Corporation may treat all rights
incident thereto as exercisable by the attorney-in-fact, in person or by proxy,
without the transfer of the shares into the name of the attorney-in-fact.

                  (7) shares standing in the name of another corporation,
domestic or foreign, may be voted by such officer, agent or proxyholder as the
Bylaws of such other corporation may prescribe or, in the absence of such
provision, as the Board of Directors of such other corporation may determine or,
in the absence of such determination, by the chairman of the board, president or
any vice-president of such other corporation, or by any other person authorized
to do so by the chairman of the board, president or any vice-president of such
other corporation. Shares which are purported to be voted or any proxy purported
to be executed in the name of a corporation (whether or not any title of the
person signing is indicated) shall be presumed to be voted or the proxy executed
in accordance with the provisions of this subdivision, unless the contrary is
shown;

                  (8) shares of the Corporation  owned by any subsidiary of the
Corporation  shall not be entitled to vote on any matter;

                  (9) shares held by the Corporation in a fiduciary capacity,
and shares of the Corporation held in a fiduciary capacity by any subsidiary of
the Corporation, shall not be entitled to vote on any matter, except (a) to the
extent that the settlor or beneficial owner possesses and exercises a right to
vote or to give the Corporation binding instructions as to how to vote such
shares; and (b) where

                                      101

<PAGE>

there are one or more cotrustees who are not affected by the prohibition of this
subdivision, in which case the shares may be voted by the cotrustees as if it or
they are the sole trustee.

                  (10) if shares stand of record in the names of two (2) or more
persons, whether fiduciaries, members of a partnership, joint tenants, tenants
in common, husband and wife as community property, tenants by the entirety,
voting trustees, persons entitled to vote under a shareholder voting agreement
or otherwise, or if two or more persons (including proxyholders) have the same
fiduciary relationship respecting the same shares, unless the Secretary of the
Corporation is given written notice to the contrary and is furnished with a copy
of the instrument or order appointing them or creating the relationship wherein
it is so provided, their acts with respect to voting shall have the following
effect:

                           (a) if only one votes, such act binds all;

                           (b) if more than one vote, the act of the
                               majority so voting binds all;

                           (c) if more than one vote, but the vote is
                               evenly split on any particular matter, each
                               faction may vote the securities in question
                               proportionately.

If the instrument so filed or the registration of the shares shows that any such
tenancy is held in unequal interests, a majority or even split for the purpose
of the above shall be a majority or even split in interest.

         (C) Subject to the following sentence and to the provisions of Section
708 of the California General Corporation Law, every shareholder entitled to
vote at any election of directors may cumulate his or her votes and give one
candidate a number of votes equal to the number of directors to be elected
multiplied by the number of votes to which his or her shares are normally
entitled (except for this Section 2.08 (C) as to cumulative voting), or
distribute his or her votes on the same principle among as many candidates as he
or she thinks fit. No shareholder shall be entitled to cumulate votes for any
candidate or candidates pursuant to the preceding sentence unless such candidate
or candidates' name(s) have been placed in nomination before the voting and the
shareholder has given notice, at the meeting and before the voting, of his or
her intention to cumulate his or her votes. If any one shareholder has given
such notice, then all shareholders may cumulate their votes for candidates in
nomination.

         (D) In any election of directors, the candidates receiving the highest
number of affirmative votes of the shares entitled to be voted for them up to
the number of directors to be elected by such shares are elected.

         (E) Voting Rights. Except as provided in the Articles of Incorporation
or these Bylaws or in any statute relating to the election of directors or to
other particular matters, each outstanding share, regardless of class, shall be
entitled to one vote on each matter submitted to a vote of shareholders. Any
holder of shares entitled to vote on any matter may vote part of the shares in
favor of the proposal and refrain from voting the remaining shares or vote them
against the proposal, other than elections to office, but, if the shareholder
fails to specify the number of shares such shareholder is voting affirmatively,
it will be conclusively presumed that the shareholder's approving vote is with
respect to all shares such shareholder is entitled to vote.


Section 2.09.  Record Date.

         (A) The Board of Directors may fix a time in the future as a record
date for the determination of the shareholders entitled to notice of, and to
vote at, any meeting of the shareholders or entitled to

                                      102
<PAGE>

receive any dividend or distribution, or any allotment of rights, or to exercise
rights in respect to any change, conversion or exchange of shares. The record
date so fixed shall not be more than sixty (60) nor fewer than ten (10) days
before the date of the meeting, nor more than sixty (60) days before any other
action. When a record date is so fixed, only shareholders of record on that date
shall be entitled to notice of, and to vote at, the meeting, or to receive the
dividend, distribution or allotment of rights, or to exercise the rights, as the
case may be, notwithstanding any transfer of shares on the books of the
Corporation after the record date. A determination of shareholders of record
entitled to notice of, or to vote at, a meeting of the shareholders shall apply
to any adjournment of the meeting unless the Board of Directors fixes a new
record date or the meeting is adjourned for more than forty-five (45) days from
the date set for the original meeting.

         (B) If the Board of Directors does not fix a record date, then the
record date for determining which shareholders are entitled to notice of, or to
vote at, a meeting of the shareholders shall be at the close of business on the
business day next preceding the day on which notice is given or, if notice is
waived, at the close of business on the business day next preceding the day on
which the meeting is held. The record date for determining shareholders for any
purpose other than those set forth in this Section and Section 2.13 of these
Bylaws shall be at the close of business on the day on which the Board of
Directors adopts the resolutions relating thereto, or on the sixtieth (60) day
before the date of such other action, whichever is later.

Section 2.10.  Proxies.

         (A) Every person entitled to vote shall have the right to do so either
in person or by no more than two agents, who shall be natural persons,
authorized by a written proxy executed by such a person or his or her duly
authorized agent and filed with the Secretary of the Corporation. No proxy shall
be valid after the expiration of eleven (11) months from the date thereof unless
otherwise provided in the proxy. Every proxy continues in full force and effect
until revoked by the person executing it before the vote pursuant thereto,
except as otherwise provided in this Section 2.10 or by law. Revocation may be
affected by a writing delivered to the Corporation stating that the proxy is
revoked or by a subsequent proxy executed by, or by attendance at the meeting
and voting in person by, the maker. The dates contained on the forms of proxy
presumptively determine the order of execution, regardless of the postmarked
date on the envelopes in which they are mailed. A proxy is not revoked by the
death or incapacity of the maker unless, before the vote is counted, written
notice of the death or incapacity is received by the Corporation.

         (B) Except when other provision shall have been made by written
agreement between the parties, the record-holder of shares held by a pledgee or
otherwise as security or belonging to another shall issue to the pledgor or to
the owner of such shares, upon demand therefor, and payment of necessary
expenses thereof, a proxy to vote or take other action.

         (C) A proxy stating that it is irrevocable is irrevocable for the
period specified therein (notwithstanding Subsection B) when it is held by any
of the following or a nominee of any of the following:

                  (1) a pledgee;

                  (2) a person who has bought or agreed to buy or holds an
option to buy the shares or a person who has sold a portion of such person's
shares in the Corporation to the maker of the proxy;

                                      103

<PAGE>


                  (3) a creditor or creditors of the Corporation or the
shareholder who extended or continued credit to the Corporation or the
shareholder in consideration of the proxy, if the proxy states that it was given
in consideration of such extension or continuation of credit and the name of the
person extending or continuing credit;

                  (4) a person who has contracted to perform services as an
employee of the Corporation, if a proxy is required by the contract of
employment and if the proxy states that it was given in consideration of such
contract of employment, the name of the employee and the period of employment
contracted for;

                  (5) a person designated by or under certain voting agreements
or voting trusts as provided in the California General Corporation law; or

                  (6) a beneficiary of a trust with respect to shares held by
the trust.

         (D) Notwithstanding the period of irrevocability specified, the proxy
becomes revocable when the pledge is redeemed, the option or the agreement to
buy is terminated or the seller no longer owns any shares of the Corporation or
dies, the debt of the Corporation or the shareholder is paid, or the period of
employment provided for in the contract of employment has terminated.

         (E) The proxy solicited by management for any annual meeting of
shareholders shall confer discretionary authority upon management's proxy
holders to vote with respect to any shareholder proposal offered at such
meeting, the proponent of which has not notified the corporation, within the
time period specified by Section 2.02 of these Bylaws, of his or her intention
to present such proposal at the annual meeting. Specific reference to such
voting authority shall be made in management's proxy statement for each annual
meeting.


Section 2.11.  Inspectors of Election.

         (A) In advance of any meeting of the shareholders, the Board of
Directors may appoint inspectors of election to act at such meeting and any
adjournment thereof. If the Board of Directors does not appoint inspectors of
election or if any persons so appointed fail to appear or refuse to act, then
the Chairman of any such meeting may, and on the request of any shareholder or
the shareholder's proxy shall, make such appointment at the meeting. The number
of inspectors shall be either one or three. If appointed at a meeting on the
request of one or more shareholders or proxies, the majority of shares present
shall determine whether one or three inspectors are to be appointed.

         (B) The inspectors of election, impartially, in good faith, to the best
of their ability, and as expeditiously as is practical, shall determine the
number of shares outstanding and the voting power of each, the shares
represented at the meeting, the existence of a quorum, the authenticity,
validity and effect of proxies, shall receive votes or ballots, hear and
determine all challenges and questions in any way arising in connection with the
right to vote, shall count and tabulate all votes, determine when the polls
shall close, determine the result, and do such acts as may be proper to conduct
the election or vote with fairness to all shareholders. If there are three
inspectors of election, the decision, act or certificate of a majority of them
shall be effective in all respects as the decision, act or certificate of all.
On request of the chairman of the meeting or of any shareholder or his or her
proxy, the inspectors shall make a report in writing of any challenge or
question or matter determined by them and shall execute a certificate of any
fact found by them. Any report or certificate made by them shall be prima facie
evidence of the facts stated therein.


                                      104

<PAGE>

Section 2.12.  Shareholders' Right to Inspect Corporate Records.

         (A) A shareholder or shareholders holding at least five percent (5%) in
the aggregate of the outstanding voting shares of the Corporation, or who hold
at least one percent (1%) of such voting shares and have filed a Schedule 14A
with the U.S. Securities and Exchange Commission relating to the election of
directors of the Corporation, shall have an absolute right to do either or both
of the following: (i) inspect and copy the record of shareholders' names and
addresses and shareholdings during usual business hours upon five business days'
advance written demand upon the Corporation or (ii) obtain from the transfer
agent for the Corporation, upon five business days' advance written notice and
upon the tender of its usual charges for such a list (the amount of which
charges shall be stated to the shareholder by the transfer agent upon request),
a list of the shareholders' names and addresses, who are entitled to vote for
the election of directors, and their shareholdings, as of the most recent record
date for which it has been compiled or as of a date specified by the shareholder
after the date of demand.

         (B) The record of shareholders shall also be open to inspection and
copying by any shareholder or holder of a voting trust certificate at any time
during usual business hours upon written demand on the Corporation, for a
purpose reasonably related to such holder's interests as a shareholder or holder
of a voting trust certificate.

         (C) The accounting books and records and minutes of proceedings of the
shareholders, Board and committees of the Board of the Corporation shall be open
to inspection upon the written demand on the Corporation of any shareholder or
holder of a voting trust certificate at any reasonable time during usual
business hours, for a purpose reasonably related to such holder's interests as a
shareholder or as a holder of such voting trust certificate. Such inspection by
a shareholder or holder of a voting trust certificate may be made in person or
by agent or attorney, and the right of inspection includes the right to copy and
make extracts.

         (D)      Any inspection and copying under this Section 2.12 may be made
in person or by an agent or attorney.

Section 2.13. Inspection of Bylaws. The Corporation shall keep in its principal
office for the transaction of business the original or a copy of these Bylaws,
as amended to date, which shall be open to inspection by the shareholders at all
reasonable times during office hours.





                             Article III. Directors

Section 3.01. Powers. Subject to any limitations in the Articles of
Incorporation, of these Bylaws, and of the California General Corporation Law
relating to action required to be approved by the shareholders or the
outstanding shares, the business and affairs of the Corporation shall be
managed, and all corporate powers shall be exercised by, or under the direction,
of the Board of Directors. The Board of Directors may delegate the management of
the day-to-day operation of the business of the Corporation to the management
company or other person, provided that the business and affairs of the
Corporation shall be managed and all corporate powers shall be exercised under
the ultimate direction of the Board of Directors.

                                      105


<PAGE>

Section 3.02. Number of Directors. The Corporation shall have not less than
eight (8) nor more than fifteen (15) directors, the exact number to be
determined from time to time by resolution adopted by the Board of Directors,
and such exact number shall be thirteen (13) until otherwise determined by
resolution of the Board of Directors, provided, however, that before the
issuance of any shares, or so long as the Corporation has two shareholders, the
number may be two. A Bylaw specifying or changing a fixed number of directors to
a variable board, or vice versa, may only be adopted by the vote of the holders
of not less than two-thirds (2/3) the total voting power of all outstanding
shares of voting stock of the Corporation, provided, however, that a Bylaw
reducing the fixed number, or the minimum number, of directors to a number
smaller than five (5) shall not be adopted if the votes cast against its
adoption at a meeting of shareholders are equal to more than sixteen and
two-thirds percent (16-2/3%) of the outstanding shares entitled to vote. No
reduction of the authorized number of directors shall have the effect of
removing any director before the expiration of his or her term of office.

Section 3.03. Election and Term of Office. The directors shall be elected at
each annual meeting of shareholders, but if any such annual meeting is not held
or the directors are not elected thereat, then the directors may be elected at a
special meeting of shareholders held for that purpose. Each director shall hold
office until the next annual meeting and until a successor has been elected and
qualified.

Section 3.04.  Vacancies.

         (A) A vacancy or vacancies in the Board of Directors shall be deemed to
exist in case of death, resignation or removal of any director, or if the
authorized number of directors is increased, or if the shareholders fail, at any
annual or special meeting of shareholders at which any director or directors are
elected, to elect the full authorized number of directors to be voted for at
that meeting.

         (B) The Board of Directors may declare vacant the office of a director
who has been declared of unsound mind by an order of court or convicted of a
felony. Vacancies in the Board of Directors may be filled by a majority of the
remaining directors, though less than a quorum, by the unanimous written consent
of the directors then in office, the affirmative vote of the directors in office
at a meeting of the Board of Directors, or by a sole remaining director, and
each director so elected shall hold office until his or her successor is elected
at an annual or a special meeting of the shareholders. A vacancy created by the
removal of a director may be filled only by the approval of the shareholders.
If, after the filling of any vacancy by the directors, the directors then in
office who have been elected by the shareholders constitute less than a majority
of the directors then in office, then any holder or holders of an aggregate of
five percent (5%) or more of the total number of shares at the time outstanding
having the right to vote for such directors may call a special meeting of
shareholders. The term of office of any director not elected by the shareholders
shall terminate upon the election of a successor.

         (C) The shareholders may elect a director at any time to fill any
vacancy not filled by the directors.

         (D) Any director may resign effective upon giving written notice to the
Chairman of the Board, the President, the Secretary or the Board of Directors of
the Corporation, unless the notice specifies a later time for the effectiveness
of such resignation. If the resignation is effective at a future time, then a
successor may be elected to take office when the resignation becomes effective.

Section 3.05. Removal. Any or all of the directors may be removed without cause
if such removal is approved by the outstanding shares of the Corporation,
subject to the following: (i) no director may be removed (unless the entire
Board is removed) when the votes cast against removal would be sufficient to

                                      106
<PAGE>

elect such director if voted cumulatively at an election at which the same total
number of votes were cast and the entire number of directors authorized at the
time of the director's most recent election were then being elected; and (ii)
when by the provisions of the Articles of Incorporation the holders of the
shares of any class or series, voting as a class or series, are entitled to
elect one or more directors, any director so elected may be removed only by the
applicable vote of the holders of the shares of that class or series.

Section 3.06. Place of Meeting. Regular meetings of the Board of Directors shall
be held at any place within or without the State which has been designated from
time to time by resolution of the Board of Directors or by written consent of
all members of the Board given either before or after the meeting and filed with
the Secretary of the Corporation. In the absence of such designation, regular
meetings shall be held at the principal office of the Corporation. Special
meetings of the Board of Directors may be held either at a place so designated
or at the principal office.

Section 3.07. Regular Meetings of the Board of Directors. Regular meetings of
the Board of Directors, of which no notice need be given except as required by
the laws of the State of California, shall be held following each annual meeting
of shareholders as provided in Section 2.02 of the Bylaws and at such other
times as the Board of Directors may by resolution determine. No notice of such
regular meetings of the Board of Directors need be given.

Section 3.08.  Special Meetings.

         (A) Special meetings of the Board of Directors for any purpose or
purposes may be called at any time by the Chairman of the Board or the President
or, if the President is absent or unable or refuses to act, by any
Vice-President or by any two directors.

         (B) Special meetings of the Board of Directors shall be held upon four
(4) days' written notice by mail or forty-eight (48) hours' notice given
personally or by telephone, telegraph, telex or other similar means of
communication. Any such notice shall be addressed or delivered to each director
at the director's address as it is shown upon the records of the Corporation or
as may have been given to the Corporation by the director for purposes of notice
or, if such address is not shown on such records or is not readily
ascertainable, then at the place where the meetings of the directors are
regularly held.

         (C) Notice by mail shall be deemed to have been given at the time
written notice is deposited in the United States Mail, postage pre-paid. Any
other written notice shall be deemed to have been given at the time when
personally delivered to the recipient or delivered to a common carrier for
transmission, or actually transmitted by the person giving the notice by
electronic means, to the recipient. Oral notice shall be deemed to have been
given at the time it is communicated, in person or by telephone, including a
voice messaging system or other system or technology designed to record and
communicate messages, or wireless, to the recipient, including the recipient's
designated voice mailbox or address on such a system, or to a person at the
office of the recipient who the person giving the notice has reason to believe
will promptly communicate it to the recipient.

Section 3.09. Waiver of Notice and Consent. Notice of a meeting need not be
given to any director who signs a waiver of notice or a consent to holding the
meeting or an approval of the minutes thereof, whether before or after the
meeting, or who attends the meeting without protesting, prior thereto or at its
commencement, the lack of notice to such director. All such waivers, consents
and approvals shall be filed with the corporate records or made a part of the
minutes of the meeting.

Section 3.10. Notice of Adjournment. A majority of the directors present,
whether or not a quorum is present, may adjourn any meeting to another time and
place. If the meeting is adjourned for more than


                                      107

<PAGE>

twenty-four (24) hours, notice of any adjournment to another time or place shall
be given before the adjourned meeting to the directors who were not present at
the time of the adjournment.

Section 3.11. Quorum. A majority of the authorized number of directors
constitutes a quorum of the Board of Directors for the transaction of business,
except to adjourn as hereinafter provided. Except as otherwise provided in the
Articles of Incorporation or Bylaws, or in the California General Corporation
Law, every act or decision done or made by the majority of the directors present
at a meeting duly held at which a quorum is present shall be regarded as the act
of the Board of Directors. A meeting at which a quorum is initially present may
continue to transact business, notwithstanding the withdrawal of directors, if
any action taken is approved by at least a majority of the quorum required for
such meeting.

Section 3.12. Participation In Meetings By Conference Telephone. Members of the
Board of Directors may participate in a meeting through use of conference
telephone or similar communications equipment, so long as all members
participating in such a meeting can hear one another. Participation in a meeting
pursuant to this section constitutes presence in person at the meeting.

Section 3.13. Action Without Meeting. Any action under any provision of the
California General Corporation Law required or permitted to be taken by the
Board of Directors, may be taken without a meeting if all members of the Board
individually or collectively consent in writing to such action. Such written
consent or consents shall be filed with the minutes of the proceedings of the
Board. Such action by written consent shall have the same force and effect as a
unanimous vote of the Board of Directors.

Section 3.14. Fees and Compensation. Directors shall receive such compensation
for their services as directors and such reimbursement for their expenses of
attendance at meetings as may be determined from time to time by resolution of
the Board. Nothing herein contained shall be construed to preclude any director
from serving the Corporation in any other capacity and receiving compensation
therefor.

Section 3.15. Qualification of Directors. No person shall be a member of the
Board of Directors (A) who is an officer, director, employee, agent, nominee,
material consulting accountant, analyst, attorney or policy decision maker for
any other financial institution, lender, or bank holding company, or affiliate
or subsidiary thereof, or (B) who has been or is the assignee or nominee of
anyone who has any contract, arrangement or understanding with any other
financial institution, lender, or bank holding company, or affiliate or
subsidiary thereof, or with any officer, director, employee, agent, nominee,
material consulting accountant, analyst, attorney or policy decision maker
thereof, pursuant to which such person could be called upon to reveal or in any
way utilize information obtained as a director, or will, directly or indirectly,
attempt to effect or encourage any action, of the Corporation, or (C) who has
attained the age of 75 years or older at the time of any notice of nomination
pursuant to Article II, Section 2.05 of these Bylaws or their election as a
director of the Corporation, whichever is sooner, or (D) who has not owned at
least $10,000 in fair market value of the Corporation's Common Stock for at
least one year prior to the date of any notice of nomination pursuant to Article
II, Section 2.05 of these Bylaws or the person's election as a director,
whichever is sooner. Subparagraph (D) of this Section 3.15 shall not apply to an
individual hired by the Corporation's Board of Directors to be President and
Chief Executive Officer of the Corporation until such time as that individual
has been employed by the Corporation for a period of two years.

The Board of Directors of the Corporation or a committee thereof, shall make the
determination whether any person who seeks to become a director complies with
the provisions of this Section.


                Article IV. Committees of the Board of Directors

                                      108

<PAGE>

Section 4.01. Executive Committee. There shall be an Executive Committee
composed of not less than three but not more than five directors, appointed by
the Board of Directors annually or more often. When the Board is not in session
the Executive Committee shall have all powers of the Board that may be lawfully
delegated. The Executive Committee shall keep minutes of its meetings, and such
minutes shall be submitted at a regular meeting of the Board of Directors at
which a quorum is present, and any action taken by the Board with respect
thereto shall be entered in the minutes of the Board.

Section 4.02. Loan and Investment Committee. There shall be a Loan and
Investment Committee composed of not less than three but not more than five
directors, appointed by the Board of Directors annually or more often. The Loan
and Investment Committee shall have power to: discount and purchase bills, notes
and other evidences of debt; buy and sell bills of exchange; examine and approve
loans and discounts; exercise authority regarding loans and discounts; ensure
adherence to the investment policy of the Corporation as from time to time in
effect and recommend amendments thereto; purchase and sell securities; exercise
authority regarding investments; and to exercise, when the Board is not in
session, all other powers of the Board regarding loans and investment securities
that may be lawfully delegated. The Loan and Investment Committee shall keep
minutes of its meetings, and such minutes shall be submitted at a regular
meeting of the Board of Directors at which a quorum is present, and any action
taken by the Board with respect thereto shall be entered in the minutes of the
Board.

Section 4.03. Audit and Compliance Committee. There shall be an Audit and
Compliance Committee composed of not less than three but not more than five
directors, exclusive of any active officers, appointed by the Board of Directors
annually or more often. The duty of the Audit and Compliance Committee shall be
to examine at least once during each calendar year and within 15 months of the
last examination the affairs of the Corporation or cause suitable examinations
to be made by auditors responsible only to the Board of Directors and to report
the result of such examination in writing to the Board at a regular meeting
thereafter. Such report shall state whether the Corporation is in a sound
condition, and whether adequate internal controls and procedures are being
maintained and shall recommend to the Board such changes in the manner of
conducting the affairs of the Corporation as shall be deemed advisable.

Section 4.04. Compensation and Stock Option Committee. There shall be a
Compensation and Stock Option Committee composed of not less than three but not
more than five directors, exclusive of any active officers, appointed by the
Board of Directors annually or more often. The duty of the Compensation and
Stock Option Committee shall be to: provide overall guidance with respect to the
establishment, maintenance and administration of the Corporation's compensation
programs and employee benefit plans including recommending to the Board of
Directors compensation and benefit programs for directors; review and recommend
to the Board of Directors the compensation, including salary, incentive
compensation and other benefits, direct and indirect, for executive officers of
the Corporation; review and approve the compensation, including salary,
incentive compensation and other benefits, direct and indirect, for
non-executive officers and employees of the Corporation; and to exercise, when
the Board is not in session, all other powers of the Board regarding the
foregoing matters that may be lawfully delegated. The Compensation and Stock
Option Committee shall keep minutes of its meetings, and such minutes shall be
submitted at a regular meeting of the Board of Directors at which a quorum is
present, and any action taken by the Board with respect thereto shall be entered
in the minutes of the Board.

Section 4.05. Marketing and Community Reinvestment Act Committee. There shall be
a Marketing and Community Reinvestment Act Committee ("Marketing & CRA
Committee") composed of not less than three but not more than five directors,
appointed by the Board of Directors annually or more often. The duty of the
Marketing & CRA Committee shall be to review the marketing activities

                                      109

<PAGE>

of the Corporation and review and supervise the Corporation's compliance with
the Community Reinvestment Act; and to exercise, when the Board is not in
session, all other powers of the Board regarding marketing and Community
Reinvestment Act matters that may be lawfully delegated. The Marketing & CRA
Committee shall keep minutes of its meetings, and such minutes shall be
submitted at a regular meeting of the Board of Directors at which a quorum is
present, and any action taken by the Board with respect thereto shall be entered
in the minutes of the Board.

Section 4.06 Additional Committees. The Board of Directors may, by resolution
adopted by a majority of the authorized number of directors, designate one or
more committees, each consisting of two or more directors to serve at the
pleasure of the Board, and delegate to such committees any of the authority of
the Board of Directors except with respect to:

         (A) the approval of any action for which the California General
Corporation Law requires shareholders' approval or approval of the outstanding
shares;

         (B) the filling of vacancies on the Board of Directors or on any
committee;

         (C) the fixing of compensation of the directors for serving on the
Board of Directors or on any committee;

         (D) the amendment or repeal of Bylaws or the adoption of new Bylaws;

         (E) the amendment or repeal of any resolution of the Board of Directors
which by its express terms is not so amendable or repealable;

         (F) a distribution to the shareholders of the Corporation except at a
rate or in a periodic amount or within a price range set forth in the Articles
of Incorporation or determined by the Board of Directors;

         (G) the appointment of other committees of the Board of Directors or
the members thereof.

Section 4.07 Committee Members and Alternate Members. The Board of Directors may
designate one or more directors as alternate members of any committee, who may
replace any absent member at any meeting of the committee for which he or she
has been designated as an alternate member. The appointment of members or
alternate members of a committee requires the vote of a majority of the
authorized number of directors.

Section 4.08 Actions by Committees. The provisions of Article III apply also to
committees of the Board of Directors and action by the committees as though the
provisions of Article III were set forth fully in this Article IV.


                               Article V. Officers

Section 5.01. Officers. The officers of the Corporation shall consist of a
President, one or more Vice-Presidents, a Secretary, a Chief Financial Officer,
and such additional officers as may be elected or appointed in accordance with
Section 5.03 of these Bylaws. One person may hold two or more offices, including
the offices of President and Secretary. The Corporation may also have the
positions of Chairman of the Board and Vice Chairman of the Board.

                                      110


<PAGE>

Section 5.02. Elections. All officers of the Corporation, except such officers
as may be appointed in accordance with Section 5.03, shall be chosen annually by
the Board of Directors, and each shall hold office until the officer resigns or
is removed or otherwise disqualified to serve, or until the officer's successor
is chosen and qualified.

Section 5.03. Other Officers and Positions. The Board of Directors, at their
discretion, may appoint, or empower the President to appoint, one or more
additional Vice-Presidents, one or more assistant secretaries, one or more
assistant financial officers, or such other officers as the business of the
Corporation may require, each of whom shall hold office for such period, have
such authority and perform such duties as the Board of Directors may from time
to time determine.

Section 5.04.  Removal and Resignation.

         (A) Any officer may be removed, either with or without cause, by the
Board of Directors, at any regular or special meeting thereof, or, except in the
case of an officer chosen by the Board of Directors, by any officer upon whom
such power of removal may be conferred by the Board of Directors. Any such
removal shall be without prejudice to the rights, if any, of the officer under
the officer's contract of employment, if any.

         (B) Any officer may resign at any time by giving written notice to the
Board of Directors, the President, or the Secretary of the Corporation. Any such
resignation shall be without prejudice to the rights, if any, of the Corporation
under any contract to which the officer is a party, and shall take effect upon
receipt of such notice or at any later time specified therein. Unless otherwise
specified therein, acceptance of such resignation shall not be necessary to make
it effective.

Section 5.05. Vacancies. A vacancy in any office because of death, resignation,
removal, disqualification or any other cause shall be filled in the manner
prescribed in the Bylaws for regular appointments to such office.

Section 5.06. Chairman of the Board. The Chairman of the Board, if there is such
a position, shall, if present, preside at all meetings of the Board of Directors
and exercise and perform such other powers and duties as may be, from time to
time, assigned to him or her by the Board of Directors or prescribed by the
Bylaws. The Chairman of the Board, if there is such a position, shall be chosen
by the Board of Directors.

Section 5.07. Vice Chairman of the Board. In the absence of the Chairman of the
Board, the Vice Chairman of the Board, if there is such a position, shall, if
present, preside at all meetings of the Board of Directors and exercise and
perform such other powers and duties as may be, from time to time, assigned to
him or her by the Board of Directors or prescribed by the Bylaws. The Vice
Chairman of the Board, if there is such a position, shall be chosen by the Board
of Directors.

Section 5.08. President. Subject to such supervisory powers, if any, as may be
given by the Board of Directors to the Chairman of the Board or the Vice
Chairman of the Board, if there are any such positions, the President shall be
the chief executive officer of the Corporation and shall, subject to the control
of the Board of Directors, have general supervision, direction and control of
the business and affairs of the Corporation. The President shall preside at all
meetings of the shareholders. In the absence of the Chairman of the Board and
the Vice Chairman of the Board, or if there are no such positions, the President
shall preside at all meetings of the Board of Directors. He or she shall be ex
officio a member of all the standing committees (except those which exclude
service by officers) and shall have the general powers and duties of management
usually vested in the office of President of a

                                      111

<PAGE>

corporation, and shall have such other powers and duties as may be prescribed by
the Board of Directors or the Bylaws. The President shall have power to call
meetings of the shareholders and also of the Board of Directors to be held,
subject to the limitations prescribed by law or by these Bylaws, at such times
and at such places as the President shall deem proper; and to affix the
signature of the Corporation to all deeds, conveyances, mortgages, leases,
obligations, bonds, certificates and other papers and instruments in writing
which have been authorized by the Board of Directors or which, in the judgment
of the President, should be executed on behalf of the Corporation, to sign
certificates for shares of stock of the Corporation and, subject to the
direction of the Board of Directors, to have general charge of the property of
the Corporation and to supervise and control all officers, agents and employees
of the Corporation.

Section 5.09 President Pro Tem. If neither the Chairman of the Board, the Vice
Chairman of the Board, the President, nor any Vice-President is present at any
meeting of the Board of Directors, a president pro tem may be chosen by the
directors present to preside and act at such meeting.

Section 5.10. Vice-Presidents. In the absence or disability of the President,
the Vice-Presidents in order of their rank as fixed by the Board of Directors
or, if not ranked, the Vice-President designated by the Board of Directors,
shall perform all the duties of the President, and when so acting shall have all
the powers of, and be subject to, all the restrictions upon the President. The
Vice-Presidents shall have such other powers and perform such other duties as,
from time to time, may be prescribed for them by the President, the Board of
Directors, or the Bylaws.

Section 5.11.  Secretary.  The powers and duties of the Secretary are:
------------------------

         (A) To keep a book of minutes at the principal office of the
Corporation, or such other place as the Board of Directors may order, of all
meetings of its directors and shareholders with the time and place of holding,
whether regular or special, and, if special, how authorized, the notice thereof
given, the names of those present at directors meetings, the number of shares
present or represented at shareholders' meetings and the proceedings thereof.

         (B) To keep the seal of the Corporation and to affix the same to all
instruments which may require it.

         (C) To keep or cause to be kept at the principal office of the
Corporation, or at the office of the transfer agent or agents, a share register,
or duplicate share registers, showing the names of the shareholders and their
addresses, the number and classes of shares held by each, the number and date of
certificates issued for shares, and the number and date of cancellation of every
certificate surrendered for cancellation.

         (D) To keep a supply of certificates for shares of the Corporation, to
fill in all certificates issued, and to make a proper record of each such
issuance; provided, that so long as the Corporation shall have one or more duly
appointed and acting transfer agents of the shares, or any class or series of
shares, of the Corporation, such duties with respect to such shares shall be
performed by such transfer agent or transfer agents.

         (E) To transfer upon the share books of the Corporation any and all
shares of the Corporation; provided, that so long as the Corporation shall have
one or more duly appointed and acting transfer agents of the shares, or any
class or series of shares, of the Corporation, such duties with respect to such
shares shall be performed by such transfer agent or transfer agents, and the
method of transfer of each certificate shall be subject to the reasonable
regulations of the transfer agent to which the certificate is presented for
transfer, and also, if the Corporation then has one or more duly appointed and
acting

                                      112

<PAGE>

registrars, to the reasonable regulations of the registrar to which the
new certificate is presented for registration; and provided, further, that no
certificate for shares of stock shall be issued or delivered or, if issued or
delivered, shall have any validity whatsoever until and unless it has been
signed or authenticated in the manner provided in Section 8.6 hereof.

         (F) To make service and publication of all notices that may be
necessary or proper, and without command or direction from anyone. In case of
the absence, disability, refusal or neglect of the Secretary to make service or
publication of any notices, then such notices may be served and/or published by
the President or a Vice-President, or by any person thereunto authorized by
either of them or by the Board of Directors or by the holders of a majority of
the outstanding shares of the Corporation.

         (G) Generally to do and perform all such duties as pertain to the
office of Secretary and as may be required by the Board of Directors.

Section 5.12.  Chief Financial Officer.  The powers and duties of the Chief
Financial Officer are:

         (A) To supervise and control the keeping and maintaining of adequate
and correct accounts of the Corporation's properties and business transactions,
including accounts of its assets, liabilities, receipts, disbursements, gains,
losses, capital, retained earnings and shares. The books of account shall at all
reasonable times be open to inspection by any director.

         (B) To have the custody of all funds, securities, evidence of
indebtedness and other valuable documents of the Corporation and, at the Chief
Financial Officer's discretion, to cause any or all thereof to be deposited for
the account of the Corporation with such depositary as may be designated from
time to time by the Board of Directors.

         (C) To receive or cause to be received, and to give or cause to be
given, receipts and acquittances for moneys paid in for the account of the
Corporation.

         (D) To disburse, or cause to be disbursed, all funds of the Corporation
as may be directed by the Board of Directors, taking proper vouchers for such
disbursements.

         (E) To render to the President and to the Board of Directors, whenever
they may require, accounts of all transactions and of the financial condition of
the Corporation.

         (F) Generally to do and perform all such duties as pertain to the
office of Chief Financial Officer and as may be required by the Board of
Directors.


 Article VI. Indemnification of Directors, Officers, Employees and Other Agents

Section 6.01      Indemnification of Directors, Officers and Employees.

(A) The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any proceeding, by reason of the fact that such
person is or was an agent of the Corporation, to the fullest extent permitted by
Section 317 of the California General Corporation Law, as amended from time to
time. The term "proceeding" and "agent" in the foregoing sentence shall have the
meanings given to them in Section 317 of the California General Corporation Law,
as amended from time to time.

                                      113

<PAGE>

(B) The indemnification provided by this section shall not be deemed exclusive
of any other rights to which those seeking indemnification may be entitled under
any Bylaw, agreement, vote of shareholders or disinterested directors or
otherwise, both as to action in an official capacity and as to action in another
capacity while holding such office, to the extent such additional rights to
indemnification are authorized in the Articles of Incorporation. The rights to
indemnification hereunder shall continue as to a person who has ceased to be a
director, officer, employee, or agent and shall inure to the benefit of the
heirs, executors, and administrators of the person. Nothing contained in this
section shall affect any right to indemnification to which persons other than
such directors and officers may be entitled by contract or otherwise.

(C) This section does not apply to any proceeding against any trustee,
investment manager or other fiduciary of an employee benefit plan in such
person's capacity as such, even though such person may also be an agent of the
Corporation as defined in subdivision (a). The Corporation shall, and it hereby
agrees to, indemnify such trustee, investment manager or other fiduciary to the
extent permitted by subdivision (f) of Section 207 of the California General
Corporation Law, as amended from time to time.

(D) Nothing in this section shall restrict the power of the Corporation to
indemnify its agents under any provision of the California General Corporation
Law, as amended from time to time, or under any other provision of law from time
to time applicable to the Corporation, nor shall anything in this section
authorize the Corporation to indemnify its agents in situations prohibited by
the California General Corporation Law or other applicable law.

Section 6.02. Insurance. The Corporation may buy and maintain insurance on
behalf of any agent of the Corporation against any liability asserted against or
incurred by the agent in such capacity or arising out of the agent's status, as
such, whether or not the Corporation would have the power to indemnify the agent
against such liability under the provisions of this Article, to the full extent
provided by the California General Corporation Law.


     Article VII. Construction Of Bylaws With Reference To Provisions Of Law

Section 7.01. Definitions. Unless defined otherwise in these Bylaws or unless
the context otherwise requires, terms used herein shall have the same meaning,
if any, ascribed thereto in the California General Corporation Law, as amended
from time to time.

Section 7.02. Bylaw Provisions Additional and Supplemental to Provisions of Law.
All restrictions, limitations, requirements and other provisions of these Bylaws
shall be construed, insofar as possible, as supplemental and additional to all
provisions of law applicable to the subject matter thereof and shall be fully
complied with in addition to the said provisions of law unless such compliance
shall be illegal.

Section 7.03. Bylaw Provisions Contrary to or Inconsistent with Provisions of
Law. Any article, section, subsection, subdivision, sentence, clause or phrase
of these Bylaws which upon being construed in the manner provided in this
Article VII, shall be contrary to or inconsistent with any applicable provision
of law, shall not apply so long as said provisions of law shall remain in
effect, but such result shall not affect the validity or applicability of any
other portions of these Bylaws, it being hereby declared that these Bylaws would
have been adopted and each article, section, subsection, subdivision, sentence,
clause or phrase thereof, irrespective of the fact that any one or more
articles, sections, subsections, subdivisions, sentence clauses or phrases is or
are illegal.

                                      114

<PAGE>

                           Article VIII. Miscellaneous

Section 8.01. Annual Report to Shareholders. Except as may otherwise be required
by law, the rendition of an annual report to the shareholders is waived so long
as there are less than 100 holders of record of the shares of the Corporation
(determined as provided in Section 605 of the California General Corporation
Law). At such time or times, if any, that the Corporation has 100 or more
holders of record of its shares, the Board of Directors shall cause an annual
report to be sent to the shareholders not later than 120 days after the close of
the fiscal year or within such shorter time period as may be required by
applicable law, and such annual report shall contain such information and be
accompanied by such other documents as may be required by applicable law.

Section 8.02. Instruments in Writing. All checks, drafts, demands for money and
notes of the Corporation, and all written contracts of the Corporation, shall be
signed by such officer or officers, agent or agents, as the Board of Directors
may from time to time by resolution designate. No officer, agent, or employee of
the Corporation shall have power to bind the Corporation by contract or
otherwise unless authorized to do so by these Bylaws or by the Board of
Directors.

Section 8.03. Fiscal Year. The fiscal year of this Corporation shall commence on
January 1st and end on December 31st of each year.

Section 8.04. Shares Held by the Corporation. Shares in other corporations
standing in the name of this Corporation may be voted or represented and all
rights incident thereto may be exercised on behalf of this Corporation by the
President or any Vice-President, and the Secretary or any Assistant Secretary,
or by any other officer of this Corporation authorized so to do by resolution of
the Board of Directors, and such authority may be exercised by such officers in
person or by any other person authorized so to do by proxy or power of attorney
duly executed by said officers.

Section 8.05. Authority to Execute Contracts. Subject to the provisions of
applicable law, any note, mortgage, evidence of indebtedness, contract, share
certificate, conveyance or other instrument in writing, and any assignment or
endorsements thereof, executed or entered into between the Corporation and any
other person, when signed by the President or any Vice-President, and the
Secretary, any Assistant Secretary, the Chief Financial Officer or any assistant
financial officer of the Corporation shall be valid and binding on the
Corporation unless the other person knew that the signing officers had no
authority to execute the same. Any such instruments may be signed by any other
person or persons and in such manner as from time to time shall be determined by
the Board of Directors and, unless so authorized by the Board of Directors, no
officer, agent or employee shall have any power or authority to bind the
Corporation by any contract or engagement or to pledge its credit or to render
it liable for any purpose or amount.

Section 8.06. Certificates. There shall be issued to each holder of fully paid
shares of the capital stock of the Corporation a certificate or certificates for
such shares. Every holder of shares in the Corporation shall be entitled to have
a certificate signed in the name of the Corporation by the Chairman or
Vice-Chairman of the Board or the President or a Vice-President and by the Chief
Financial Officer or an Assistant Treasurer or the Secretary or any Assistant
Secretary, certifying the number of shares and the class or series of shares
owned by the shareholder. Any or all of the signatures on the certificate may be
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate has ceased to be
such officer, transfer agent or registrar before such certificate is issued, it
may be issued by the Corporation with the same effect as if such person were an
officer, transfer agent or registrar at the date of issue.

                                      115

<PAGE>

Section 8.07.  Employee Stock Purchase Plans.

         (A) The Corporation may adopt and carry out a stock purchase plan or
agreement or stock option plan or agreement, providing for the issuance and
sale, for such consideration as may be fixed, of its unissued shares, or of
issued shares acquired or to be acquired, to one or more of the employees or
directors of the Corporation or of a subsidiary or parent thereof or to a
trustee on their behalf and for the payment for such shares in installments or
at one time, and may provide for aiding any such persons in paying for such
shares by compensation for services rendered, promissory notes, or otherwise.

         (B) Any such stock purchase plan or agreement or stock option plan or
agreement may include, among other features, the fixing of eligibility for
participation therein, the class and price of shares to be issued or sold under
the plan or agreement, the number of shares which may be subscribed for, the
method of payment therefor, the reservation of title until full payment
therefor, the effect of the termination of employment, an option or obligation
on the part of the Corporation to repurchase the shares upon termination of
employment, subject to provisions of Chapter 5 of the California General
Corporation Law, restrictions upon transfer of the shares and the time limits of
and termination of the plan, and any other matters, not in violation of
applicable law, as may be included in the plan as approved or authorized by the
Board of Directors or any committee of the Board.

Section 8.08. Amendments to Bylaws. Except as otherwise provided in the Articles
of Incorporation or Section 3.02 of these Bylaws, these Bylaws, or any of them,
may be altered, amended or repealed, and the new Bylaws may be made, (i) by the
Board of Directors, or (ii) by the affirmative vote of the holders of a majority
of the outstanding shares of voting stock of the Corporation. Any Bylaws made or
altered by the shareholders may be altered or repealed by the Board of Directors
or may be altered or repealed by the shareholders.

                                      116