Exhibit 3.2


                                     BYLAWS
                                       OF
                             REDWOOD EMPIRE BANCORP
                              Amended May 18, 1999

                                    ARTICLE I

                                     Offices

     Section 1. Principal Office. The Board of Directors (the "Board") shall fix
the location of the principal  executive  office of Redwood  Empire  Bancorp the
("Corporation")  at any place within or outside 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  shall  fix and
designate a principal business office in the State of California.

     Section 2. Other Offices.  Branch or other  subordinate  offices may at any
time be established by the Board at such other laces as it deems appropriate.


                                   ARTICLE II

                            Meetings of Shareholders

     Section 1. Place of Meetings. Meetings of shareholders shall be held at any
place within or outside the State of California  designated by the Board. In the
absence of any such  designation,  shareholders'  meetings  shall be held at the
principal executive office of the Corporation.

     Section 2. Annual Meeting. The annual meeting of shareholders shall be held
each  year  on a date  and at a  time  designated  by the  Board.  The  date  so
designated  shall be within five (5) months  after the end of the fiscal year of
the Corporation and within fifteen (15) months after the last annual meeting. At
such meeting,  Directors shall be elected,  and any other proper business within
the power of the shareholders may be transacted.

     Section 3. Special  Meetings.  Special  meetings of the shareholders may be
called at any time by the Board, the Chairperson of the Board, the President, or
by the holders of shares entitled to cast not less than ten percent (10%) of the
votes at such meeting.  If a special  meeting is called by any person or persons
other than the Board,  the request shall be in writing,  specifying  the time of
such meeting and the general  nature of the business


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proposed to be  transacted,  and shall be delivered  personally or by registered
mail to the Chairperson,  the President,  any Vice President or the Secretary of
the  Corporation.  The officer  receiving  the request  shall cause notice to be
promptly given to the shareholders  entitled to vote that a meeting will be held
at a time requested by the person or persons calling the meeting,  not less than
35 nor more than 60 days  after  receipt  of the  request.  If the notice is not
given  within 20 days  after  receipt  of the  request,  the  person or  persons
requesting the meeting may give the notice.  Nothing in this paragraph  shall be
construed  as  limiting,  fixing  or  affecting  the  time  when  a  meeting  of
shareholders called by action of the Board may be held.

     Section 4. Notice of Meetings. Written notice, on accordance with Section 5
of this Article II, of each annual or special meeting of  shareholders  shall be
given not less than 10 nor more than 60 days  before the date of the  meeting to
each  shareholder  entitled to vote thereat.  Such notice shall state the place,
date,  and hour of the  meeting  and (a) in the case of a special  meeting,  the
general  nature of the business to be  transacted,  and no other business may be
transacted,  or (b) in the case of the annual  meeting,  those matters which the
Board,  at the time of the mailing of the notice,  intends to present for action
by the  shareholders,  but,  subject to the  provisions of  applicable  law, any
proper matter may be presented at the meeting for such action. The 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 the Board for election.

     If action is  proposed  to be taken at any  meeting  for  approval of (a) a
contract or transaction  in which a Director has a direct or indirect  financial
interest, pursuant to Section 310 of the Corporations Code of California, (b) an
amendment  of the  Articles  of  Incorporation,  pursuant to Section 902 of that
Code, (c) a reorganization of the Corporation,  pursuant to Section 1201 of that
Code, (d) a voluntary  dissolution of the Corporation,  pursuant to Section 1900
of that Code, or (e) a distribution in dissolution other than in accordance with
the rights of  outstanding  preferred  shares,  pursuant to Section 2007 of that
Code, the notice shall also state the general nature of that proposal.

     Section 5. Manner of Giving Notice. Notice of a shareholders' meeting shall
be given  either  personally  or by  first-class  mail or  telegraphic  or other
written  communication,  charges  prepaid,  addressed to the  shareholder at the
address of that  shareholder  appearing on the books of the Corporation or given
by the  shareholder  to the  Corporation  for the purpose of notice.  If no such
address appears on the Corporation's  books or is given,  notice shall be deemed
to  have  been  given  if  sent  to  that  shareholder  by  first-class  mail or
telegraphic  or  other  written  communication  to the  Corporation's  principal
executive  office  or if  published  at least  once in a  newspaper  of  general
circulation  in the  county in which that  office is  located.  Notice  shall be
deemed to have been given at the time when delivered  personally or deposited in
the  mail or sent by  telegram  or  other  means of  written  communication.  An
affidavit  of mailing  other means of giving any notice in  accordance  with the
above  provisions,  executed  by the  Secretary,  Assistant  Secretary  or other
transfer  agent  shall be prima  facie  evidence  of the giving of the notice or
report.

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     Section 6.  Quorum.  The presence in person or by proxy of the holders of a
majority of the shares entitled to vote at any meeting shall constitute a quorum
for the transaction of business.  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.

     Section 7. Adjourned Meeting and Notice Thereof. Any shareholders' meeting,
whether or not a quorum is present,  may be  adjourned  from time to time by the
vote of a majority  of the shares,  the  holders of which are either  present in
person or represented  by proxy thereat,  but in the absence of a quorum (except
as provided in Section 6 of this Article II) no other business may be transacted
at such meeting.

     When any meeting of shareholders, either annual or special, is adjourned to
another time or place,  notice need not be given of the adjourned meeting if the
time and place are announced at the meeting at which the  adjournment  is taken.
However,  when any shareholders' meeting is adjourned for more than 45 days from
the date set for the original  meeting,  or, if after  adjournment  a new record
date is fixed for the adjourned  meeting,  notice of the adjourned meeting shall
be given as in the case of an original  meeting.  At any  adjourned  meeting the
Corporation  may  transact any business  which may have been  transacted  at the
original meeting.

     Section 8. Voting. The shareholders entitled to notice of any meeting or to
vote at any such meeting shall be only persons in whose name shares stand on the
stock  records of the  Corporation  on the record date  determined in accordance
with Section 9 of this Article II.

     Voting  shall in all cases be subject to the  provisions  of  Sections  702
through 704,  inclusive,  of the  Corporations  Code of California  (relating to
voting  shares held by a fiduciary,  in the name of a  corporation,  or in joint
ownership).

     The shareholders' vote may be by voice or ballot;  provided,  however, that
any  election  for  Directors  must be by ballot if demanded by any  shareholder
before the voting has begun. On any matter other than election of Directors, any
shareholder  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
the election of Directors),  but, if the shareholder fails to specify the number
of shares which the shareholder is voting affirmatively, it will be conclusively
presumed  that the  shareholder's  approving  vote is with respect to all shares
that  the  shareholder  is  entitled  to  vote.  If a  quorum  is  present,  the
affirmative  vote of the majority of the shares  represented  at the meeting and
entitled to vote on any matter (other than the election of  Directors)  shall be
the act of the  shareholders,  unless the vote of a greater  number or voting by
classes is required by the Corporations Code of California or by the Articles of
Incorporation.

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     Subject to the following  sentence and the provisions of Section 708 of the
Corporations  Code of  California,  every  shareholder  entitled  to vote at any
election  of  Directors  may  cumulate  such  shareholder's  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  the  shareholder's  shares  are
entitled,  or distribute the shareholder's  votes on the same principle among as
many candidates as the shareholder  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'  names  have  been  placed in
nomination  prior to the voting and the  shareholder  has given  notice,  at the
meeting and before the voting begins, of the shareholder's intention to cumulate
the  shareholder's  votes.  If any one  shareholder  has given such notice,  all
shareholders may cumulate their votes for candidates in nomination.

     In any election of Directors,  the candidates  receiving the highest number
of votes of the  shares  entitled  to be voted  for  them,  up to the  number of
Directors to be elected, shall be elected.

     Section 9. Record  Date.  The Board may fix, in advance,  a record date for
the  determination of the  shareholders  entitled to notice of any meeting or to
vote or entitled to receive  payment of any dividend or other  distribution,  or
any  allotment of rights,  or to exercise  rights in respect of any other lawful
action. The record date so fixed shall be not more than 60 days nor less than 10
days prior to the date of the  meeting  nor more than 60 days prior to any other
action. When a record date is so fixed, only shareholders of record on that date
are entitled to notice of and to vote at the meeting or to receive the dividend,
distribution,  or allotment of rights, or to exercise of 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 shareholders shall apply to any adjournment
of the  meeting  unless  the Board  fixes a new  record  date for the  adjourned
meeting.  The Board shall fix a new record date if the meeting is adjourned  for
more than 45 days.

     If no record date is fixed by the Board,  the record  date for  determining
shareholders entitled to notice of or to vote at a meeting of 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,  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 as set forth in this Section
9 or Section 11 of this  Article II shall be at the close of business on the day
on which the Board adopts the resolution  relating thereto,  or the sixtieth day
prior to the date of such other action, whichever is later.

     Section  10.  Consent of  Absentees.  The  transactions  of any  meeting of
shareholders,  however  called and noticed,  and wherever  held, are as valid as
though had at a meeting duly held after regular call and notice,  if a quorum is
present  either  in  person  or by  proxy,  and if,  either  before or after the
meeting,  each of the  persons  entitled  to vote,


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not present in person or by proxy, signs a waiver of notice, or a consent to the
holding of the meeting or an approval of the minutes thereof.  All such waivers,
consents,  or approvals shall be filed with the corporate records or made a part
of the  minutes  of the  meeting.  Attendance  of a person  at a  meeting  shall
constitute a waiver of notice of and presence at such  meeting,  except when the
person  objects,  at the  beginning of the meeting,  to the  transaction  of any
business  because the meeting is not lawfully called or convened and except that
attendance  at a  meeting  is  not a  waiver  of  any  right  to  object  to the
consideration of matters  required by the Corporations  Code of California to be
included in the notice but not so included,  if such objection is expressly made
at the meeting.  Neither the business to be  transacted  at, nor the purpose of,
any  regular or special  meeting of  shareholders  need to be  specified  in any
written waiver of notice, except that if action is taken or proposed to be taken
for  approval  of any of those  matters  specified  in the second  paragraph  of
Section 4 of this  Article  II, the waiver of notice or consent  shall state the
general nature of the proposal.

     Section 11. Action by Written Consent Without a Meeting. Subject to Section
603 of the Corporations Code of California, any action which may be taken at any
annual or special  meeting of  shareholders  may be taken  without a meeting and
without prior notice if a consent in writing, setting forth the action so taken,
is signed by the  holders  of the  outstanding  shares  having not less than the
minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares  entitled  to vote  thereon  were  present  and
voted, or their proxies.  All such consents shall be filed with the Secretary of
the  Corporation  and shall be maintained in the  corporate  records;  provided,
however,  that (1) unless the consents of all shareholders entitled to vote have
been solicited in writing,  notice of any shareholder approval without a meeting
by less than unanimous  consent shall be given, as provided by Section 603(b) of
the  Corporations  Code of  California,  and  (2) in the  case  of  election  of
Directors,  such a consent  shall be effective  only if signed by the holders of
all outstanding shares entitled to vote for the election of Directors; provided,
however,  that subject to applicable  law, a Director may be elected at any time
to fill a vacancy on the Board that has not been filled by the Directors, by the
written consent of the holders of a majority of the outstanding  shares entitled
to vote for the election of Directors.  Any written  consent may be revoked by a
writing  received by the  Secretary  of the  Corporation  prior to the time that
written  consents of the number of shares  required to  authorize  the  proposed
action have been filed with the Secretary.

     Unless a record date for voting  purposes be fixed as provided in Section 9
of this  Article II, the record date for  determining  shareholders  entitled to
give consent  pursuant to this Section 11, when no prior action by the Board has
been taken, shall be the day on which the first written consent is given.

     Section  12.  Proxies.  Every  person  entitled  to vote  shares or execute
written  consents  has the  right to do so  either  in  person or by one or more
persons authorized by a written proxy executed and dated by such shareholder and
filed  with the  Secretary  of the  Corporation  prior to the  convening  of any
meeting  of the  shareholders  at which any such


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proxy is to be used or  prior  to the use of such  written  consent.  A  validly
executed  proxy which does not state that it is  irrevocable  continues  in full
force and effect unless (1) revoked by the person  executing it, before the vote
pursuant  thereto,  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 person  executing the proxy; or (2) written
notice of the death or  incapacity  of the maker of the proxy is received by the
Corporation before the vote pursuant thereto is counted; provided, however, that
no proxy shall be valid after the  expiration  of 11 months from the date of its
execution unless otherwise provided in the proxy.

     Section  13.  Inspectors  of  Election.   In  advance  of  any  meeting  of
shareholders,  the Board may appoint any persons  other than nominees for office
as inspectors of election to act at such meeting and any adjournment thereof. If
no inspectors of election are so appointed,  or if any persons so appointed fail
to appear or fail or refuse to act, the Chairperson of any such meeting may, and
on  the  request  of any  shareholder  or  shareholder's  proxy  shall,  appoint
inspectors of election at the meeting.  The number of inspectors shall be either
one (1) or three (3). If inspectors are appointed at a meeting on the request of
one or more  shareholders  or  proxies,  the  holders of a majority of shares or
their proxies  present shall  determine  whether one (1) or three (3) inspectors
are to be appointed.

     The duties of such  inspectors  shall be as prescribed by Section 707(b) of
the Corporations Code of California and shall include: determining 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 the effect of
proxies;  receiving  votes,  ballots or  consents  hearing and  determining  all
challenges  and  questions  in any way arising in  connection  with the right to
vote; counting and tabulating all votes or consents;  determining when the polls
shall  close;  determining  the result;  and doing 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 is
effective in all respects as the decision, act or certificate of all.

     Section 14. Conduct of Meetings.  The  Chairperson  shall conduct each such
meeting in a business-like and fair manner, but shall not be obligated to follow
any technical,  formal or  parliamentary  rules or principles of procedure.  The
Chairperson's  rulings on procedural  matters shall be conclusive and binding on
all  shareholders,  unless at the time of ruling a request for a vote is made to
the  shareholders  holding shares  entitled to vote and which are represented in
person or by proxy at the  meeting,  in which case the decision of a majority of
such  shares  shall be  conclusive  and  binding  on all  shareholders.  Without
limiting the  generality of the  forgoing,  the  Chairperson  shall have all the
powers usually vested in the Chairperson of a meeting of shareholders.



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                                   ARTICLE III

                                    Directors

     Section 1. Powers.  Subject to the provisions of the  Corporations  Code of
California and any limitations in the Articles of Incorporation and these Bylaws
relating  to  action  required  to be  approved  by the  shareholders  or by 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. The Board may delegate the management of the day-to-day  operation of the
business of the  Corporation  to a 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.
Without  prejudice to such general powers,  but subject to the same limitations,
it is hereby  expressly  declared that the Board shall have the following powers
in addition to the other powers enumerated in these Bylaws:

          (a) to select and remove all the other officers, agents, and employees
     of the  Corporation,  prescribe  any  powers  and  duties for them that are
     consistent with law, or with the Articles of Incorporation or these Bylaws,
     fix their  compensation,  and  require  from  them  security  for  faithful
     service;

          (b) to conduct,  manage,  and control the affairs and  business of the
     Corporation   and  to  make  such  rules  and   regulations   therefor  not
     inconsistent  with law,  or with the  Articles  of  Incorporation  or these
     Bylaws, as they may deem best;

          (c) to adopt,  make,  and use a corporate  seal,  and to prescribe the
     forms of certificates  of stock,  and to alter the form of such seal and of
     such  certificates  from  time to time as in their  judgment  they may deem
     best;

          (d) to authorize  the  issuance of shares of stock of the  Corporation
     from time to time,  upon such  terms and for such  consideration  as may be
     lawful;

          (e) to borrow  money and incur  indebtedness  for the  purposes of the
     Corporation,  and to cause to be executed and  delivered  therefor,  in the
     corporate name, promissory and capital notes, bonds,  debentures,  deeds of
     trust,  mortgages,  pledges,  hypothecations or other evidences of debt and
     securities therefor and any agreements pertaining thereto;

          (f) to prescribe the manner in which and the person or persons by whom
     any or all of the checks,  drafts,  notes,  contracts  and other  corporate
     instruments shall be executed;

          (g) to appoint and designate,  by resolution  adopted by a majority of
     the authorized number of Directors, one or more committees, each consisting
     of two or more Directors, including the appointment of alternate members of
     any


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     committee  who  may  replace  any  absent  member  at  any  meeting  of the
     committee; and any number of non-director members.

          (h) generally,  to do and perform every act or thing whatever that may
     pertain to or be authorized by the board of directors of a commercial  bank
     under the laws of this state.

     Section 2. Number and Qualification of Directors.  The authorized number of
Directors  shall not be less than five (5) nor more than nine (9) until  changed
by an amendment to this Bylaw adopted by the vote or written  consent of holders
of a majority of the  outstanding  shares  entitled to vote. The exact number of
directors shall be five (5), until changed,  within the limits  specified above,
by a Bylaw  amending  this  Section  2,  duly  adopted  by the  Board  or by the
shareholders.

     Section 3. Nominations for Election of Directors.  Nominations for election
of  members  of the  Board  may be made by the  Board  or by any  holder  of any
outstanding  class of capital stock of the Corporation  entitled to vote for the
election of Directors.  Notice of Intention to make any nominations  (other than
for  persons  named in the  Notice of any  meeting  called for the  election  of
Directors)  are  required to be made in writing and to be delivered or mailed to
the President of the  Corporation  by the later of: (i) the close of business 21
days prior to any meeting of shareholders  called for election of Directors,  or
(ii) 10 days after the date of mailing of notice of the meeting to shareholders.
Such notification must contain the following  information to the extent known to
the notifying  shareholder:  (a) the name and address of each proposed  nominee;
(b) the principal  occupation of each proposed nominee; (c) the number of shares
of capital stock of the Corporation owned by each proposed nominee; (d) the name
and residence address of the notifying shareholder;  (e) the number of shares of
capital stock of the  Corporation  owned by the notifying  shareholder;  (f) 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;  and (g) whether the proposed nominee has ever been convicted
of or pleaded nolo contendere to any criminal  offense  involving  dishonesty or
breach of trust, filed a petition in bankruptcy or been adjudged  bankrupt.  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 chairperson of the
meeting,  and upon his 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.

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     Section 4. 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,  the Directors may be elected at any
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 5. Vacancies. Any Director may resign effective upon giving written
notice to the Chairperson of the Board, the President,  Secretary, or the Board,
unless  the  notice  specifies  a  later  time  for  the  effectiveness  of such
resignation.  If the  resignation is effective at a future time, a successor may
be elected to take office when the resignation becomes effective.

     Vacancies  on the  Board  may be  filled  by a  majority  of the  remaining
Directors,  though less than a quorum, or by a sole remaining Director, and each
Director so elected  shall hold office  until the next annual  meeting and until
such  Director's  successor has been elected and qualified;  provided,  however,
that a vacancy  on the Board  existing  as the result of a removal of a Director
may not be filled by the Directors,  unless the Articles of  Incorporation  or a
bylaw adopted by the shareholders so provides.

     A vacancy or vacancies on the Board shall be deemed to exist in case of the
death,  resignation,  or removal or any Director, or if the authorized number of
Directors be  increased,  or if the  shareholders  fail, at an 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.

     The Board 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.

     The  shareholders may elect a Director or Directors at any time to fill any
vacancy or vacancies not filled by the  Directors.  Any such election by written
consent other than to fill a vacancy created by removal  requires the consent of
a majority of the outstanding  shares entitled to vote. If the Board accepts the
resignation of a Director tendered to take effect at a future time, the Board or
the  shareholders  shall have power to elect a successor to take office when the
resignation is to become effective.

     No reduction of the authorized number of directors shall have the effect of
removing any Director prior to the expiration of the Director's term of office.

     Section 6. Place of Meeting. Regular meetings of the Board shall be held at
any place within the State of California which has been designated in the notice
of meeting or if their is no notice,  at the principal  executive  office of the
Corporation,  or at a place  designated  by  resolution  of the  Board or by the
written  consent of the Board.  Any regular or special meeting is valid wherever
held if held upon  written  consent  of all  members of the Board  given  either
before or after the meeting and filed with the Secretary of the Corporation.

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     Section 7. Regular Meetings.  Immediately  following each annual meeting of
shareholders  and at the same place,  the Board shall hold a regular meeting for
the  purpose  of  organization,  any  desired  election  of  officers,  and  the
transaction of other business. Notice of this meeting shall not be required.

     Other regular  meetings of the Board shall be held without notice either on
the second  Tuesday of each month at the hour of 8:00 a.m., or at such different
date and time as the Board may from  time to time fix by  resolution;  provided,
however,  should said day fall upon a legal holiday  observed by the Corporation
at its  principal  office,  then said meeting shall be held at the same time and
place on the next  succeeding  full business day. Call and notice of all regular
meetings of the Board are hereby dispensed with.

     Section 8. Special Meetings.  Special meetings of the Board for any purpose
or  purposes  may be called at any time by the  Chairperson  of the  Board,  the
President, or the Secretary or by any two Directors.

     Special  meeting of the Board shall be held upon three days written  notice
by mail or 24 hours notice  delivered  personally  or by telephone or telegraph.
Any such  notice  shall be  addressed  or  delivered  to each  Director  at such
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,  at
the place in which the meetings of the Directors are regularly held. Such notice
may,  but need not,  specify  the purpose of the  meeting,  nor the place if the
meeting  is to be held at the  principal  executive  office of the  Corporation.
Notice of any meeting of the Board need not be given to any Director who attends
the meeting without protesting, either prior thereto or at its commencement, the
lack of notice to such Director.

     Notice by mail  shall be  deemed  to have been  given at the time a written
notice is deposited  in the United  States  mails,  postage  prepaid.  Any other
written  notice  to  shall  be  deemed  to have  been  given  at the  time it is
personally  delivered to the  recipient or is 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 or wireless, to
the  recipient  or to a person at the  office of the  recipient  whom the person
giving the notice has reason to  believe  will  promptly  communicate  it to the
recipient.

     Section  9.  Quorum.  A  majority  of the  authorized  number of  Directors
constitutes  a quorum of the Board for the  transaction  of business,  except to
adjourn  as  hereinafter  provided.  Every  act or  decision  done  or made by a
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,  unless a greater  number be
required by the  Articles of  Incorporation  and  subject to the  provisions  of
Section 310 of the Corporations  Code of California (as to approval of contracts
or transactions in which a Director has a direct or indirect material  financial


                                       10
<PAGE>

interest), Section 311 (as to appointment of committees), and Section 317(e) (as
to  indemnification  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
required quorum for such meeting.

     Section 10. Participation in Meetings by Conference  Telephone.  Members of
the Board may participate in a meeting through use of a conference  telephone or
similar communications  equipment,  so long as all members participating in such
meeting can hear one another.  Participation  in a meeting pursuant to Section 9
constitutes "presence" in person at such a meeting.

     Section 11. Waiver of Notice. The transactions of any meeting of the Board,
however  called and  noticed or wherever  held,  are as valid as though had at a
meeting  duly held after  regular call and notice if a quorum is present and if,
either  before or after the meeting,  each of the  Directors not present signs a
written  waiver of notice,  a consent to holding  such meeting or an approval of
the minutes thereof. All such waivers, consents or approvals shall be filed with
the corporate record or made a part of the minutes of the meeting.

     Section 12.  Adjournment.  A majority of the Directors present,  whether or
not a quorum is present,  may adjourn any Directors' meeting to another time and
place.  Notice of the time and place of holding an adjourned meeting need not be
given, unless the meeting is adjourned for more than twenty-four hours, in which
case  notice  of the  time and  place  shall  be  given  before  the time of the
adjourned meeting,  in the manner specified in Section 7 of this Article III, to
the Directors who were not present at the time of the adjournment.

     Section 13. Action Without Meeting.  Any action required or permitted to be
taken by the Board may be taken  without a meeting  if all  members of the Board
shall  individually  or  collectively  consent in writing to such  action.  Such
action by written  consent shall have the same effect as a unanimous vote of the
Board.  Such  consent  or  consents  shall be  filed  with  the  minutes  of the
proceedings of the Board.

     Section 14. Fees and Compensation.  Directors and members of committees may
receive such  compensation,  if any, for their services,  and such reimbursement
for expenses,  as may be fixed or  determined  by resolution of the Board.  This
Section 14 shall not be  construed  to preclude  any  Director  from serving the
Corporation in any other capacity as an officer,  agent, employee, or otherwise,
and receiving compensation for those services.

     Section 15. Rights of Inspection.  Every Director of the Corporation  shall
have the absolute  right at any  reasonable  time to inspect and copy all books,
records,  and documents of every kind and to inspect the physical  properties of
the  Corporation and also of its subsidiary  corporations,  domestic or foreign.
Such  inspection by a Director


                                       11
<PAGE>

may be made in person or by agent or attorney and includes the right to copy and
obtain extracts.

     Section 16. Unanimous Consent Regarding  Subsidiary Bank Matters. The Board
authorizes  the Secretary to cite unanimous  consent of the  Corporation as sole
shareholder  with respect to  wholly-owned  bank  subsidiary  matters  which are
approved by the Board.


                                   ARTICLE IV

                                    Officers

     Section 1. Officers.  The officers of the Corporation shall be a President,
a Vice President,  a Secretary,  and a Chief Financial Officer.  The Corporation
may also have, at the  discretion of the Board,  a Chairperson  of the Board,  a
Vice  Chairperson  of the  Board,  one or  more  Vice  Presidents,  one or  more
Assistant Financial Officers,  one or more Assistant  Secretaries and such other
officers as may be elected or appointed in accordance with provisions of Section
3 of this Article IV. One person may hold two or more  offices,  except those of
President and Chief Financial Officer.

     Section 2. Election. The officers of the Corporation,  except such officers
as may be elected or appointed in accordance with the provisions of Section 3 or
Section 5 of this  Article  IV,  shall be  chosen  by,  and  shall  serve at the
pleasure  of, the Board,  and shall hold their  respective  offices  until their
resignation,  removal,  or other  disqualification  from service, or until their
respective  successors  shall be elected,  subject to the rights,  if any, of an
officer under any contract of employment.

     Section 3. Subordinate  Officers.  The Board may elect, and may empower the
President to appoint, 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 are provided in these Bylaws or as the Board may from
time to time determine.

     Section 4. Removal and  Resignation.  Subject to the rights,  if any, of an
officer  under any contract of  employment,  any officer may be removed,  either
with our without  cause,  by the Board at any time, or, except in the case of an
officer chosen by the Board,  by any officer upon whom such power of removal may
be conferred by the Board.

     Any  officer  may  resign  at any  time by  giving  written  notice  to the
Corporation,  but without  prejudice to the rights,  if any, of the  Corporation
under any contract to which the officer is a party. Any such  resignation  shall
take  effect at the date of the  receipt  of such  notice  or at any later  time
specified therein;  and, unless otherwise  specified therein,  the acceptance of
such resignation shall not be necessary to make it effective.

                                       12
<PAGE>

     Section  5.   Vacancies.   A  vacancy  in  any  office  because  of  death,
resignation, removal, disqualification or any other cause shall be filled in the
manner  prescribed in these Bylaws for regular  election or  appointment to such
office.

     Section 6. Chairperson of the Board. The Chairperson of the Board, if there
shall be such an  officer,  shall,  if present,  preside at all  meetings of the
Board and of the  shareholders,  and  exercise and perform such other powers and
duties as may be assigned from time to time by the Board.

     Section 7. Vice  Chairperson.  The Vice  Chairperson of the Board, if there
shall be such an officer,  shall in the absence of the Chairperson of the Board,
preside at all meetings of the Board and of the  shareholders,  and exercise and
perform such other powers and duties as may be assigned from time to time by the
Board.

     Section 8.  President.  Subject to such powers,  if any, as may be given by
the Board to the  Chairperson  of the Board,  if there be such an  officer,  the
President is the General Manager and Chief Executive  Officer of the Corporation
and has, subject to the control of the Board, general supervision, direction and
control of the business and officers of the Corporation.  In the absence of both
the  Chairperson  of the Board and Vice  Chairperson,  or if there be none,  the
President shall preside at all meetings of the  shareholders and at all meetings
of the Board.  The  President  has the general  powers and duties of  management
usually  vested in the office of President and General  Manager of a corporation
and such other powers and duties as may be prescribed by the Board.

     Section 9. Vice Presidents.  In the absence or disability of the President,
the Vice  Presidents  in order of their  rank as fixed by the  Board  or, if not
ranked, the Vice President designated by the Board, 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  respectively by the Board or the Bylaws,  and the President
or the Chairperson of the Board.

     Section 10. Secretary. The Secretary shall keep or cause to be kept, at the
principal executive office or such other place as the Board may order, a book of
minutes of all meetings of shareholders,  the Board and its committees, 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 or represented
at shareholders' meetings, and the proceedings thereof.

     The Secretary  shall keep, or cause to be kept, a copy of the Bylaws of the
Corporation at the principal  executive  office or business office in accordance
with Section 213 of the  Corporations  Code of California.  The Secretary  shall
keep, or cause to be kept, at the principal executive office or at the office of
the  Corporation's  transfer  agent or registrar,  if one be appointed,  a share
register,  or a duplicate share register,  showing the names of the shareholders
and their  addresses,  the number and classes of


                                       13
<PAGE>

shares held by each,  the number and date of  certificates  issued for the same,
and the number and date of  cancellation  of every  certificate  surrendered for
cancellation.

     The Secretary shall give, or cause to be given,  notice of all the meetings
of the  shareholders,  of the Board and of any  committees  thereof  required by
these Bylaws or by law to be given,  shall keep the seal of the  Corporation  in
safe  custody,  and shall have other powers and perform such other duties as may
be prescribed by the Board.

     Section 11. Assistant  Secretary.  The Assistant Secretary of the Assistant
Secretaries,  in  the  order  of  their  seniority,  shall,  in the  absence  or
disability of the Secretary,  or in the event of such officer's  refusal to act,
perform the duties and exercise the powers and  discharge  such duties as may be
assigned from time to time by the President or by the Board.

     Section 12. Chief Financial Officer. The Chief Financial Officer shall keep
and maintain, or cause to be kept and maintained, adequate and correct books and
records  of  the  properties  and  business  transactions  of  the  Corporation,
including accounts of its assets, liabilities,  receipts, disbursements,  gains,
losses,  capital,  retained  earnings and shares,  and shall send or cause to be
sent to the  shareholders  of the  Corporation  such  financial  statements  and
reports as are by law or these Bylaws  required to be sent to them. The books of
account  shall  at all  times  be  open to  inspection  by any  Director  of the
Corporation.

     The Chief Financial Officer shall deposit all monies and other valuables in
the name and to the credit of the Corporation  with such  depositories as may be
designated by the Board. The Chief Financial Officer shall disburse the funds of
the  Corporation  as may be ordered by the Board,  shall render to the President
and Directors,  whenever they request it, an account of all transactions engaged
in as Treasurer and of the  financial  condition of the  Corporation,  and shall
have such other powers and perform such other duties as may be prescribed by the
Board.

     Section 13. Assistant Financial Officer. The Assistant Financial Officer or
the Assistant Financial Officers, in the order of their seniority, shall, in the
absence or disability of the Chief  Financial  Officer,  or in the event of such
officer's  refusal to act,  perform  the duties and  exercise  the powers of the
Chief Financial  Officer,  and shall have such  additional  powers and discharge
such  duties as may be  assigned  from time to time by the  President  or by the
Board.

     Section 14. Salaries. The salaries of the officers shall be fixed from time
to time by the Board and no  officer  shall be  prevented  from  receiving  such
salary  by  reason  of the fact that  such  officer  is also a  Director  of the
Corporation.

     Section 15. Officers Holding More Than One Office. Any two or more offices,
except those of President and Chief Financial  Officer,  may be held by the same
person,

                                       14
<PAGE>

but no officer shall execute,  acknowledge or verify any instrument in more than
one capacity.

     Section 16. Inability To Act. In the case of absence or inability to act of
any officer of the Corporation and of any person herein authorized to act in his
or her place,  the Board may from time to time  delegate the powers or duties of
such officer or any other  officer,  or any Director or other person whom it may
select.


                                    ARTICLE V

                                Other Provisions

     Section 1. Inspection of Corporate  Records.  The Corporation shall keep at
its principal  executive office a record of its  shareholders,  giving the names
and  addresses  of all  shareholders  and the number and class of shares held by
each  shareholder.  A shareholder or shareholders of the Corporation  holding at
least five percent (5%) in the aggregate of the outstanding voting shares of the
Corporation may:

          (a) inspect and copy the record of  shareholders'  names and addresses
     and shareholdings during usual business hours upon five business days prior
     notice demand upon the Corporation; or

          (b) obtain from the transfer agent, if any, for the Corporation,  upon
     five business  days prior  written  demand 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
     subsequent to the date of demand.

     Section  2.  Inspection  of  Bylaws.  The  Corporation  shall  keep  in its
principal  executive office the original or a copy of these Bylaws as amended to
date,  which shall be open to inspection by shareholders at all reasonable times
during office hours.

     Section 3. Endorsement of Documents;  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
Treasurer or any Assistant Treasurer of the Corporation,  or when stamped with a
facsimile  signature  of  such  appropriate   officers  in  the  case  of  share
certificates,  shall be valid and binding upon the Corporation in the absence of
actual  knowledge on the part of the other person that the signing  officers had
not the authority to execute the same. Any such instruments may be signed by any
other


                                       15
<PAGE>

person  or  persons  and in such  manner  as from  time to time  shall be
determined  by the Board,  and unless so  authorized  by the Board,  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 4. Certificates of Stock. Every holder of shares of the Corporation
shall be entitled to have a certificate signed in the name of the Corporation by
the President or Vice President and by the Chief Financial  Officer or Assistant
Financial  Officer or by the  Secretary or Assistant  Secretary,  or a facsimile
signature of such persons stamped  thereon,  certifying the number of shares and
the class or series of shares owned by the  shareholder.  The  signatures on the
certificates  may be facsimile  signatures.  If any officer,  transfer agent, or
registrar  who has signed a  certificate  shall have 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.

     Except as provided in this Section 4, no new  certificates for shares shall
be issued in lieu of an old one unless the latter is  surrendered  and cancelled
at the same time. The Board may, however,  in case any certificate for shares is
alleged to have been lost, stolen, or destroyed, authorize the issuance of a new
certificate  in  lieu  thereof,   and  the  Corporation  may  require  that  the
Corporation be given a bond or other adequate  security  sufficient to indemnify
it  against  any  claim  that  may be made  against  it  (including  expense  or
liability)  on  account of the  alleged  loss,  theft,  or  destruction  of such
certificate or the issuance of such new certificate.

     Prior to the due  presentment  for  registration  of  transfer in the stock
transfer book of the  Corporation,  the registered owner shall be treated as the
person  exclusively  entitled  vote, to receive  notifications  and otherwise to
exercise  all the rights and powers of an owner,  except as  expressly  provided
otherwise by the laws of the State of California.

     Section 5. Representation of Shares of Other Corporations. The President or
any other officer or officers  authorized by the Board or the President are each
authorized  to vote,  represent  and exercise on behalf of the  Corporation  all
rights  incident to any and all shares of any other  corporation or corporations
standing in the name of the  Corporation.  The authority  herein  granted may be
exercised by any such officer in person or by any other person  authorized to do
so by proxy or power of attorney duly executed by said officer.

     Section 6. Seal. The corporate seal of the Corporation shall consist of two
concentric circles,  between which shall be the name of the Corporation,  and in
the  center  shall  be  inscribed  the word  "Incorporated"  and the date of its
incorporation.

     Section 7. Fiscal Year. The fiscal year of the  Corporation  shall begin on
the first day of January and end on the 31st day of December of each year.

                                       16
<PAGE>

     Section 8.  Construction  and  Definitions.  Unless the  context  otherwise
requires,  the  general  provisions,   rules  of  construction  and  definitions
contained in the  Corporations  Code of California shall govern the construction
of these Bylaws. Without limiting the generality of this provision, the singular
number  includes the plural,  the plural number  includes the singular,  and the
term "person" includes both a corporation and a natural person.

     Section 9. 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
Section 9, shall be contrary to or inconsistent with any applicable provision of
the Accountancy Corporation Board of the State of California or other applicable
law of the State of  California  or of the United States shall not apply so long
as said  provisions  of law shall  remain in effect,  but such result  shall not
affect the validity of 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, sentences, clauses or phrases is or are illegal.


                                   ARTICLE VI

                                 Indemnification


     Section 1.  Definitions.  For the  purposes  of this  article  VI,  "agent"
includes any person who is or was a Director,  officer, employee, or other agent
of the Corporation,  or is or was serving at the request of the Corporation as a
director,   officer,   employee,   or  agent  of  another  foreign  or  domestic
corporation,  partnership,  joint venture, trust, or other enterprise,  or was a
director, officer, employee, or agent of a foreign or domestic corporation which
was a predecessor  corporation of the  Corporation of another  enterprise at the
request of such predecessor  corporation;  "Proceeding" includes any threatened,
pending or  completed  action,  suit or  proceeding,  whether  civil,  criminal,
administrative  arbitration or investigative  (other than an action by or in the
right  of  the  Corporation);   and  "Expenses"  includes,  without  limitation,
attorneys'  fees and any  expenses of  establishing  a right to  indemnification
pursuant to law.

     Section 2. Extent of Indemnification. The Corporation shall, to the maximum
extent permitted by the Corporations Code of California, advance expenses to and
indemnify each of its agents against Expenses, judgments, fines, settlements and
other amounts actually and reasonably incurred in connection with any Proceeding
arising  by  reason  of the  fact  any  such  person  is or was an  agent of the
Corporation.

     Section 3.  Insurance.  The  Corporation  shall have power to purchase  and
maintain  insurance  on  behalf  of any  agent of the  Corporation  against  any
liability  asserted

                                       17
<PAGE>

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 VI.



                                   ARTICLE VII

                                   Amendments

     Section 1.  Amendment by  Shareholders.  New Bylaws may be adopted or these
Bylaws may be amended or repealed by the vote or written consent of holders of a
majority of the outstanding shares entitled to vote; provided,  however, that if
the  Articles  of  Incorporation  of the  Corporation  set forth  the  number of
authorized Directors of the Corporation,  the authorized number of Directors may
be changed only by an amendment of the Articles of Incorporation.

     Section  2.   Amendment  by  Directors.   Subject  to  the  rights  of  the
shareholders as provided in Section 1 of this Article VII, Bylaws,  other than a
Bylaw or an amendment of a Bylaw  changing the  authorized  number of Directors,
may be adopted, amended or repealed by the Board.

















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