Exhibit 3.2

























BYLAWS






OF






PACIFIC
COAST NATIONAL BANCORP






[A
CALIFORNIA CORPORATION]















TABLE OF
CONTENTS




ARTICLE
      I—OFFICES
            
            1Section 1.
      Registered Office
            
            1Section 2.
      Other Offices
            
            1ARTICLE
      II—SHAREHOLDERS
            
            1Section 1.
      Place of Meetings
            
            1Section 2.
      Annual Meeting
            
            1Section 3.
      Special Meetings
            
            1Section 4.
      Notice of Shareholders' Meeting
            
            1Section 5.
      Adjournments
            
            1Section 6.
      Nominations for Directors
            
            1Section 7.
      Shareholder Proposals
            
            2Section 8.
      Quorum
            
            2Section 9.
      Order of Business
            
            3Section 10.
      Proxies and Voting
            
            3Section 11.
      Voting List
            
            3Section 12.
      Consent of Shareholders in Lieu of Meeting
            
            3ARTICLE
      III—DIRECTORS
            
            4Section 1.
      General Powers
            
            4Section 2.
      Number of Directors
            
            4Section 3.
      Term of Office of Directors
            
            4Section 4.
      First Meetings
            
            4Section 5.
      Regular Meetings
            
            4Section 6.
      Special Meetings
            
            4Section 7.
      Quorum
            
            4Section 8.
      Participation in Meetings by Conference Telephone
            
            4Section 9.
      Notice of Meetings
            
            5Section 10.
      Rules and Regulations
            
            5Section 11.
      Consent of Directors in Lieu of Meeting
            
            5Section 12.
      Compensation of Directors
            
            5Section 13.
      Committees of the Board of Directors
            
            5Section 14.
      Removal of Directors
            
            5Section 15.
      Resignations
            
            5Section 16.
      Vacancies
            
            6ARTICLE
      IV—OFFICERS
            
            6Section 1.
      Generally
            
            6Section 2.
      Execution of Instruments
            
            6Section 3.
      Duties of Officers
            
            6Section 4.
      Chairman of the Board
            
            6Section 5.
      President
            
            6Section 6.
      Vice President
            
            7Section 7.
      Secretary
            
            7Section 8.
      Treasurer
            
            7Section 9.
      Delegation of Authority
            
            7Section 10.
      Compensation of Officers and Agents
            
            7Section 11.
      Resignation
            
            7Section 12.
      Removal
            
            7Section 13.
      Action with Respect to Securities of Other Corporations
            
            7ARTICLE
      V—CERTIFICATES OF STOCK
            
            8Section 1.
      Certificates of Stock
            
            8













Section 2.
      Designation of Classes of Stock
            
            8Section 3.
      Lost, Stolen or Destroyed Certificates
            
            8Section 4.
      Registrar and Transfer Agent
            
            8Section 5.
      Registration of Transfer and Exchange
            
            8Section 6.
      Record Date
            
            9Section 7.
      Registered Shareholders
            
            9ARTICLE
      VI—NOTICES
            
            9Section 1.
      Notices
            
            9Section 2.
      Waivers
            
            10ARTICLE
      VII—MISCELLANEOUS
            
            10Section 1.
      Facsimile Signatures
            
            10Section 2.
      Dividends
            
            10Section 3.
      Corporate Seal
            
            10Section 4.
      Reliance Upon Books, Reports and Records
            
            10Section 5.
      Checks
            
            10Section 6.
      Time Periods
            
            10Section 7.
      Fiscal Year
            
            10ARTICLE
      VIII—AMENDMENT OF BYLAWS
            
            10

















PACIFIC
COAST NATIONAL BANCORP






BYLAWS






ARTICLE
I—OFFICES






Section 1.Registered
Office.    The registered office of the corporation
shall be located in the City of
Fallbrook, County of San Diego, State of California.






Section 2.Other
Offices.    The corporation may also have offices at
such other places, both within or without the State of California, as the Board
of Directors may from time to time determine or as the business of the
corporation may require.






ARTICLE
II—SHAREHOLDERS






Section 1.Place of
Meetings.    Meetings of the shareholders shall be
held at the registered office of the corporation or at such other place as may
be fixed from time to time by the Board of Directors, either within or without
the State of California.






Section 2.Annual
Meeting.    An annual meeting of the shareholders
shall be held shall be held on such date in each fiscal year, and at such time
and place, as may be designated by the Board of Directors. At the annual
meeting, the shareholders shall elect a Board of Directors and transact such
other business as may properly come before the meeting.






Section 3.Special
Meetings.    Special meetings of the shareholders may
be called by the Chairman, the President, a majority of the Board of Directors
and shall be called by the President or the Secretary at the written request of
the holders of not less than one-third (1/3) of all shares entitled to
vote at the meeting. Special meetings of shareholders may be held on such date,
and at such time and place as shall be designated by the person or persons
calling the special meeting. Business transacted at any special meeting shall be
confined to the purposes stated in the notice thereof.






Section 4.Notice of
Shareholders' Meeting.    Written or printed notice
of a meeting of shareholders stating the place, date and time of the meeting
and, in the case of a special meeting, the purpose or purposes for which the
meeting is called, shall be given not less than ten (10) nor more than
sixty (60) days before the day of the meeting, by or at the direction of
the President, the Secretary, or a designee of the President or Secretary, to
each shareholder of record entitled to vote at such meeting. See also ARTICLE
VI.






Section 5.Adjournments.    Any
meeting of shareholders may adjourn from time to time to reconvene at the same
or some other place, and notice need not be given of any such adjournment
meeting if the time, date and place thereof are announced at the meeting at
which the adjournment is taken. At the adjourned meeting, any business may be
transacted which might have been transacted at the original
meeting.




Section 6.Nominations
for Directors.    Subject to the rights granted to a
particular class or series of stock, nominations for the election of directors
may be made (i) by or at the direction of the Board of Directors or
(ii) by any shareholder entitled to vote for the election of directors who
complies with the procedures set forth in this section. All nominations by
shareholders shall be made pursuant to timely notice in proper written form to
the Secretary of the corporation. To be timely, a shareholder's notice shall be
delivered to, or mailed and received at, the principal executive offices of the
corporation not less than 60 days nor more than 270 days prior to the
meeting; provided, however, that in the event less than 30 days' notice or
prior disclosure of the date of the meeting is given or made to shareholders,
notice by the shareholder to be timely must be so received not later than the
close of





business
on the tenth day following the day on which such notice of the date of the
meeting was mailed or such disclosure was made. To be in
proper written form, the shareholder's notice to the Secretary shall set forth
in writing (a) the name and address of the shareholder who intends to make
the nomination and of the person or persons intended to be nominated;
(b) the class and number of shares of stock of the corporation which are
beneficially owned by such shareholder intending to make the nomination;
(c) a representation that the shareholder is a holder of record of shares
of the corporation entitled to vote at such meeting and intends to appear in
person or by proxy at the meeting to nominate the person or persons specified in
the notice; (d) a description of all arrangements or understandings between
the shareholder and each nominee and any other person or persons (naming such
person or persons) pursuant to which the nomination or nominations are to be
made by the shareholder; (e) such other information regarding each nominee
proposed by such shareholder as would have been required to be included in a
proxy statement filed pursuant to the proxy rules of the Securities and Exchange
Commission had each nominee been nominated by the Board of Directors; and
(f) the consent of each nominee to serve as director of the corporation if
so elected. No person shall be eligible for election as a director unless
nominated in accordance with the procedures set forth in these bylaws. The
chairman of the meeting may refuse to acknowledge the nomination of any person
not made in compliance with the foregoing procedures.




Section 7.Shareholder
Proposals.    At any annual meeting of the
shareholders, only such business shall be conducted as shall have been brought
before the meeting (i) by or at the direction of the Board of Directors or
(ii) by any shareholder entitled to vote at the meeting who complies with
the procedures set forth in this section. For business properly to be brought
before an annual meeting by a shareholder, the shareholder must have given
timely notice thereof in proper written form to the Secretary of the
corporation. To be timely, a shareholder's notice shall be delivered to, or
mailed and received at, the principal executive offices of the corporation not
less than 60 days nor more than 270 days prior to the meeting;
provided, however, that in the event less than 30 days' notice or prior
disclosure of the date of the meeting is given or made to shareholders, notice
by the shareholder to be timely must be so received not later than the close of
business on the tenth day following the day on which such notice of the date of
the meeting was mailed or such disclosure was made. To be in proper written
form, the shareholder's notice to the Secretary shall set forth in writing as to
each matter the shareholder proposes to bring before the annual meeting
(a) a brief description of the business desired to be brought before the
annual meeting and the reasons for conducting such business at the annual
meeting, (b) his or her name and address, as they appear on the
corporation's books, (c) the class and number of shares of stock of the
corporation which are beneficially owned by the shareholder and (d) any
material interest of the shareholder in such business. Notwithstanding anything
in these bylaws to the contrary, no business shall be conducted at an annual
meeting except in accordance with the procedures set forth in this section. The
chairman of the meeting shall refuse to acknowledge the consider any business
that is not properly brought before the meeting in accordance with the
provisions of this section.




Section 8.Quorum.    The
holders of a majority of the shares entitled to vote, present in person or
represented by proxy, shall constitute a quorum for the transaction of business
at all meetings of shareholders, except as otherwise provided by statute, the
articles of incorporation or these bylaws. If a quorum shall not be present or
represented at any meeting of the shareholders, the chairman of the meeting or
the holders of a majority of the shares entitled to vote who are present in
person or represented by proxy shall have the power to adjourn the meeting from
time to time, without notice other than announcement at the meeting, until a
quorum shall be present or represented. Once a quorum is attained, the
shareholders present or represented at a duly organized meeting may continue to
transact business notwithstanding the withdrawal of enough shareholders to leave
less than a quorum. A shareholder that is physically present at a meeting of
shareholders shall be deemed to be present for purposes of determining whether a
quorum exists, except where such person is physically present at the meeting for
the express purpose of objecting to the transaction of any business on the
ground that the meeting is not lawfully called or convened.




Section 9.Order of
Business.    At each meeting of the shareholders and
except as otherwise set forth by resolution of the Board of Directors, one of
the following persons, in the order in which they are listed (and in the absence
of the first, the next, and so on), shall serve as chairman of the meeting:
President, Chairman of the Board, a Vice-President(s) (in the order determined
by the Board if more than one) and Secretary. The order of business at each such
meeting shall be as determined by the chairman of the meeting, who shall have
the right and authority to prescribe such rules, regulations and procedures and
to do all such acts and things as are necessary or desirable for the proper
conduct of the meeting, including, without limitation, the establishment of
procedures for the maintenance of order and safety, limitations on the time
allotted to questions or comments on the affairs of the




2




corporation,
restrictions on entry to such meeting after the time prescribed for the
commencement thereof, and the opening and closing of the voting
polls.






Section 10.Proxies and
Voting.    On each matter submitted to a vote of the
shareholders, each shareholder shall have one vote for every share of stock
entitled to vote and registered in his or her name on the record date for the
meeting, except to the extent that the voting rights of the shares of any class
are limited or denied by the articles of incorporation or the California
Corporations Code ("California Code").






Except
as otherwise required by law, all voting may be by a voice vote or by show of
hands; provided, however, that upon demand in writing to the corporation at
least five business days prior to a meeting of shareholders, any shareholder
entitled to vote or his or her proxy may require that a vote by ballot be taken.
In such event, written ballots shall be used and shall be counted by an
inspector or inspectors appointed by the chairman of the meeting.






Except
as otherwise required by the articles of incorporation or by law, a majority of
votes actually cast shall decide any matter properly before the shareholders at
a meeting at which a quorum is present, except that directors shall be elected
by plurality of the votes actually cast.






At
any meeting of the shareholders at which a quorum is present, every shareholder
entitled to vote may vote in person or by proxy authorized by an instrument in
writing filed with the Secretary of the corporation prior to or at the meeting.
No proxy shall be valid after eleven (11) months from the date of its
execution unless otherwise provided in the proxy. Each proxy shall be revocable
unless expressly provided therein to be irrevocable, and unless otherwise made
irrevocable by law.






Section 11.Voting
List.    The officer or agent having charge of the
stock transfer books shall make, at least ten (10) days before each meeting
of shareholders, a complete list of the shareholders entitled to vote at such
meeting or any adjournment thereof, arranged in alphabetical order, with the
address of and number of shares held by each, which list, for a period of ten
(10) days prior to such meeting, shall be kept on file at the registered
office of the corporation and shall be subject to inspection by any shareholder
at any time during the usual business hours. Such list shall also be produced
and kept open at the time and place of the meeting and shall be subject to the
inspection of any shareholder during the whole time of the meeting. The original
stock transfer books shall be prima facie evidence as to who are the
shareholders entitled to examine such list or transfer book or to vote at any
such meeting of shareholders.






Section 12.Consent of
Shareholders in Lieu of Meeting.    Any action
required by the California Code to be taken at any annual or special meeting of
shareholders, or any action which may be taken at any annual or special meeting
of shareholders, may be taken without a meeting, without prior notice, and
without a vote, if a consent or consents in writing, setting forth the action so
taken, shall be signed by the holder or holders of shares representing not less
than the minimum number of votes that would have been necessary to take such
action at a meeting at which the holders of all shares entitled to vote on the
action were present and voted.






ARTICLE
III—DIRECTORS






Section 1.General
Powers.    The business and affairs of the
corporation shall be managed by or under the direction of the Board of
Directors, which may exercise all such powers of the corporation and do all such
lawful acts and things as are not by statute or the articles of incorporation or
these bylaws directed or required to be exercised and done by the
shareholders.






Section 2.Number of
Directors.    The number of directors of the
corporation shall be such number not be less than one (1) as the Board of
Directors shall designate by resolution from time to time, except that in the
absence of any such designation, such number shall be one (1). Whenever the
authorized number of directors is increased between annual meetings of the
shareholders, a majority of the directors then in office shall have the power to
elect such new directors for the balance of a term and until their successors
are chosen and qualified. Any decrease in the




3




authorized
number of directors shall not become effective until the expiration of the term
of the directors then in office unless, at the time of such decrease, there
shall be vacancies on the Board which are being eliminated by the
decrease.






Section 3.Term of
Office of Directors.    Except with respect to a
vacancy on the Board of Directors, directors shall be elected at the annual
meeting of shareholders and each director, including a director elected to fill
a vacancy, shall hold office until his successor is elected and qualified or
until his earlier death, resignation or removal. Directors need not be
shareholders of the corporation.






Section 4.First
Meetings.    The first meeting of each newly elected
Board of Directors shall be held at the location of and immediately following
the annual meeting of shareholders, and no notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting, provided a quorum shall be present; or the Board may meet at such place
and time as shall be fixed by the consent in writing of all of the
directors.






Section 5.Regular
Meetings.    Regular meetings of the Board of
Directors may be held without notice at such place, within or without the State
of California, on such date and at such time as shall from time to time be
determined by the Board of Directors.






Section 6.Special
Meetings.    Special meetings of the Board of
Directors may be called by the Chairman, the President or a majority of
directors then in office. Notice of a special meeting shall be given in
accordance with these bylaws by the person or persons calling the special
meeting.






Section 7.Quorum.    At
all meetings of the Board of Directors, a majority of the directors at the time
in office shall be necessary and sufficient to constitute a quorum for the
transaction of business; and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the Board of
Directors, except as may be otherwise specifically provided by statute, the
articles of incorporation or these bylaws. If a quorum shall not be present at
any meeting of directors, the directors present thereat may adjourn the meeting
from time to time, without notice other than announcement at the meeting, until
a quorum shall be present. If a quorum is present when the meeting is convened,
the directors present may continue to conduct business, taking action by vote of
a majority of a quorum as fixed above, until adjournment, notwithstanding the
withdrawal of enough directors to leave less than a quorum as fixed
above.






Section 8.Participation
in Meetings by Conference Telephone.    Members of
the Board of Directors, or any committee designated by the Board of Directors,
may participate in a meeting of the Board, or any committee, by means of
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and such participation
shall constitute presence in person at such meeting, except where a director
participates for the express purpose of objecting to the transaction of any
business on the ground that the meeting is not lawfully called or
convened.






Section 9.Notice of
Meetings.    Notice of regular meetings of the Board
of Directors or of any adjourned meeting thereof need not be given. Notice of
the place, date and time of each special meeting of the Board shall be given to
each director by telephone, hand delivery, facsimile, U.S. mail or nationally
recognized overnight courier service, not less than two days before the meeting.
The notice of a special meeting of the Board shall describe the purpose of the
special meeting.






Section 10.Rules and
Regulations.    The Board of Directors may adopt such
rules and regulations not inconsistent with the articles of incorporation or
bylaws of the corporation or any other provision of law for the conduct of its
meetings and management of the affairs of the corporation as the Board may deem
proper.






Section 11.Consent of
Directors in Lieu of Meeting.    Any action which may
be taken at a meeting of the Board of Directors or any committee thereof, may be
taken by a consent in writing signed by all of the directors or by all members
of the committee, as the case may be, and filed with the records of proceedings
of the Board or committee.




4




Section 12.Compensation
of Directors.    The Board of Directors shall have
authority to determine, from time to time, the amount of compensation, if any,
which shall be paid to its members for their services as directors and as
members of committees. The Board shall also have power in its discretion to
provide for and to pay to directors rendering services to the corporation not
ordinarily rendered by directors as such, special compensation appropriate to
the value of such services as determined by the Board from time to time. In
addition, the directors may be paid their expenses. Nothing herein contained
shall be construed to preclude any director from serving the corporation in any
other capacity and receiving compensation therefor.






Section 13.Committees
of the Board of Directors.    The Board of Directors
may from time to time designate one or more committees of the Board, each
committee to consist of two or more directors of the corporation. One or more
directors may be named as an alternate member to replace any absent or
disqualified members. To the extent provided by resolution of the Board, each
committee shall have and may exercise the lawfully delegable powers of the Board
of Directors in the management of the business and affairs of the corporation,
and may have the power to authorize the seal of the corporation to be affixed to
documents.






The
number of members on each committee may be increased or decreased from time to
time by resolution of the Board of Directors. Any member of any committee may be
removed from such committee at any time by resolution of the Board of Directors.
Any vacancy occurring on a committee shall be filled by the Board of Directors,
but the President may designate another director to serve on the committee
pending action of the Board. The designation of any such committee and the
delegation thereto of authority shall not operate to relieve the Board of
Directors, or any member thereof, of any responsibility imposed upon it or such
directors by law.






Each
committee may determine the procedural rules for meeting and conducting its
business and shall act in accordance therewith, except as otherwise provided
herein or required by law. Adequate provision shall be made for notice to
members of all meetings; a majority of the members shall constitute a quorum;
and, at any committee meeting at which a quorum is present, all matters shall be
determined by a majority vote of the members present. Committees of the Board of
Directors shall keep written minutes of its proceedings, a copy of which is to
be filed with the Secretary of the corporation, and shall report on such
proceedings to the Board.






Section 14.Removal of
Directors.    Any director or the entire Board of
Directors may be removed at any time, with or without cause, at any special or
annual meeting of the shareholders, by the affirmative vote of a majority of the
total voting power of the corporation.






Section 15.Resignations.    A
director of the corporation may resign at any time by giving written notice to
the Board of Directors, the Chairman of the Board, the President or the
Secretary of the corporation. Such resignation shall
take effect on the date of such notice or at any later date specified therein;
and, unless otherwise specified therein, the acceptance of such resignation
shall not be necessary to make it effective.






Section 16.Vacancies.    Any
vacancy occurring on the Board of Directors by reason of death, resignation,
removal or otherwise, or newly created directorships resulting from an increase
in the number of directors may be filled by the affirmative vote of a majority
of the directors then in office, even though less than a quorum of the Board of
Directors; provided however that the shareholders shall have the right, at any
special meeting called from the purpose prior to such action by the Board, to
fill the vacancy.






ARTICLE
IV—OFFICERS






Section 1.Generally.    The
officers of the corporation shall consist of a President and a Secretary and
such other officers as may from time to time be appointed by the Board of
Directors. Officers shall be elected by the Board of Directors, and each officer
shall hold office until his successor is elected and qualified or until his
earlier resignation or removal. Any number of offices may be held by the same
person. The Board of Directors may also choose a Chairman of the Board and one
or more Vice Chairmen of the Board. Any vacancy occurring in any office may be
filled by the Board of Directors or otherwise as provided by the Board of
Directors.




5




Section 2.Execution of
Instruments.    The Chairman of the Board and the
President (and such other officers as are authorized thereunto by resolution of
the Board of Directors) may execute, in the name of the corporation, bonds,
notes, debentures and other evidences of indebtedness, stock certificates,
deeds, mortgages, deeds of trust, indentures, contracts, leases, agreements and
other instruments, requiring a seal under the seal of the corporation, and may
execute such documents where not requiring a seal, except where such documents
are required by law to be otherwise signed and executed, and except where the
signing and execution thereof shall be exclusively delegated to some other
officer or agent of the corporation.






Section 3.Duties of
Officers.    The duties and powers of the officers of
the corporation shall be as provided in these bylaws, or as provided for
pursuant to these bylaws, or (except to the extent inconsistent with these
bylaws or with any provision made pursuant hereto) shall be those customarily
exercised by corporate officers holding such offices.






Section 4.Chairman of
the Board.    The Chairman of the Board shall, if
there be such an officer, preside at meetings of the Board of Directors. The
Chairman of the Board shall counsel with and advise the other officers of the
corporation and shall exercise such powers and perform such other duties as the
Board may from time to time determine. Except as otherwise provided by
resolution of the Board, the Chairman of the Board shall be ex-officio a member
of all committees of the Board. The Vice Chairman or Vice Chairmen, if any, in
the order determined by the Board of Directors, shall, in the absence or
disability of the Chairman, perform the duties and exercise the powers of the
Chairman and shall perform such other duties and have such other powers as the
Board of Directors shall prescribe.






Section 5.President.    The
President shall be the chief executive officer of the corporation. Subject to
the provisions of these bylaws and the direction of the Board of Directors, the
President shall be ex-officio a member of all standing committees, have general
powers of oversight, supervision and management of the business and affairs of
the corporation, and see that all orders and resolutions of the Board of
Directors are carried into effect. In the absence of the Chairman of the Board
or in the event the Board of Directors shall not have designated a Chairman of
the Board, the President shall preside at meetings of the Board of
Directors.






Section 6.Vice
President.    The Vice President(s), if any, in the
order determined by the Board of Directors, shall, in the absence or disability
of the President, perform the duties and exercise the powers of the President
and shall perform such other duties and have such other powers as the Board of
Directors, the Chairman or the President shall prescribe.






Section 7.Secretary.    The
Secretary shall issue all authorized notices for, and shall keep minutes of, all
meetings of the shareholders and the Board of Directors and committees thereof.
The Secretary shall have charge of the corporate books and shall perform such
other duties as the Board of Directors may from time to time prescribe. The
Secretary shall keep in safe custody the seal of the corporation and, when
authorized by the Board of Directors or the President, affix the same to any
instrument requiring it and, when so affixed, it shall be attested by signature
of the Secretary, an Assistant Secretary or the Treasurer, if any. The Assistant
Secretary(ies), if any, in the order determined by the Board of Directors,
shall, in the absence or disability of the Secretary, perform the duties and
exercise the powers of the Secretary and shall perform such other duties and
have such other powers as the Board of Directors, Chairman of the Board or
President may from time to time prescribe.






Section 8.Treasurer.    The
Treasurer, if there shall be such an officer, shall have the responsibility for
maintaining the financial records of the corporation and shall have custody of
all monies and securities of the corporation. He shall make such disbursements
of the funds of the corporation as are authorized and shall render from time to
time an account of all such transactions and of the financial condition of the
corporation. The Treasurer shall also perform such other duties as the Board of
Directors, the Chairman or the President may from time to time prescribe. If
required by the Board of Directors, he shall give the corporation a bond in such
sum and with such surety or sureties as shall be satisfactory to the Board of
Directors for the faithful performance of the duties of his office and for the
restoration to the corporation, in case of his death, resignation, retirement or
removal from office, of all books, papers, vouchers, money and other property of
whatever kind in his possession or under his control belonging to the
corporation. The Assistant Treasurer(s), if any, in the order determined by the
Board of Directors, shall, in the absence or disability of the Treasurer,
perform the duties and exercise the powers of the Treasurer and




6




shall
perform such other duties and have such other powers as the Board of Directors
may from time to time prescribe.






Section 9.Delegation
of Authority.    The Board of Directors may from time
to time delegate the powers or duties of any officer to any other officers and
agents, notwithstanding any provision hereof.






Section 10.Compensation
of Officers and Agents.    The salaries of all
officers and agents of the corporation shall be fixed by the Board of Directors,
except as otherwise directed by the Board of Directors.






Section 11.Resignation.    Subject
at all times to the right of removal as provided in Section 10, any officer
may resign at any time by giving notice to the Board of Directors, the President
or the Secretary of the corporation. Any such resignation shall take effect at
the date of such notice or at any later date specified therein. The acceptance
of such resignation shall not be necessary to make it effective.






Section 12.Removal.    Any
officer or agent of the corporation may be removed at any time, with or without
cause, by the Board of Directors or the President.






Section 13.Action with
Respect to Securities of Other
Corporations.    Unless otherwise directed by the
Board of Directors, the President or any officer of the corporation authorized
by the President shall have the power to vote and otherwise act of behalf of the
corporation, in person or by proxy, at any meeting of shareholders of or with
respect to any action of the shareholders of any other corporation in which this
corporation may hold securities and otherwise to exercise any and all rights and
powers which this corporation may possess by reason of its ownership of
securities in such other corporation.






ARTICLE
V—CERTIFICATES OF STOCK






Section 1.Certificates
of Stock.    Every holder of stock in the corporation
shall be entitled to a certificate or certificates representing such shares,
which certificates shall be in such form as shall be determined by the Board of
Directors. Such certificates shall be executed on behalf of the corporation by
the President or a Vice President, and the Secretary or an Assistant Secretary,
of the corporation and, if the corporation has a seal, shall be sealed with the
seal of the corporation or a facsimile thereof. The signature of any officer may
be facsimile. Certificates bearing the signatures of individuals who were, at
the time when such signature shall have been affixed, authorized to sign on
behalf of the corporation, shall be validly executed notwithstanding that such
individuals or any of them shall have ceased to be so authorized prior to the
delivery of such certificates or did not hold such offices at the date of
delivery of such certificates.






No
certificate shall be issued until the consideration therefor has been fully
paid. Each certificate representing shares of the corporation shall state upon
the face thereof the name of the corporation, that the corporation is organized
under the laws of the State of California, the name of the registered holder of
the shares represented thereby, the number and class and the designation of the
series, if any, which such certificate represents, and the par value of each
share represented by such certificate or a statement that the shares are without
par value.






Section 2.Designation
of Classes of Stock.    If the corporation is
authorized to issue shares of more than one class, each certificate representing
shares issued by the corporation shall conspicuously set forth on the
certificate, or shall state that the corporation will furnish to any shareholder
upon request and without charge, a summary of the designations, preferences,
limitations, and relative rights of the shares of each class and of each series
of each preferred or special class, so far as the same have been fixed, and the
authority of the Board to establish other series and to fix the relative rights,
preferences and limitations of the shares of any class or series by amendment of
the articles.






Section 3.Lost, Stolen
or Destroyed Certificates.    The Board of Directors
or President may direct that a new certificate for shares shall be issued in
place of any certificate theretofore issued by the corporation alleged to have
been lost, stolen or destroyed, upon the making of an affidavit of that fact by
the person claiming the certificate to




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have been
lost, stolen or destroyed. When authorizing such issuance of a new certificate,
the Board of Directors or President may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen or
destroyed certificate, or his legal representative, to advertise the same in
such manner as it shall require and/or to give the corporation a bond in such
sum as it may direct as indemnity against any claim that may be made against the
corporation with respect to the certificate alleged to have been lost, stolen or
destroyed.






Section 4.Registrar
and Transfer Agent.    The corporation shall keep, or
cause to be kept, at its registered office or at such other location designated
by the Board of Directors, a register or registers in which, subject to such
reasonable regulations as the Board of Directors may prescribe, the registrar
and transfer agent shall register the stock of the corporation and the transfers
thereof. Except as otherwise provided by resolution of the Board of Directors,
the registrar and transfer agent shall be the Secretary.






Section 5.Registration
of Transfer and Exchange.    Upon surrender for
registration of transfer of any stock certificate with the registrar and
transfer agent, the corporation shall execute, in the manner set forth in
Section 1 of this Article, one or more new certificates of the same class
and of a like aggregate monetary amount, and the registrar and transfer agent
shall deliver the same in the name of and to the designated transferee or
transferees.






At
the option of the shareholder, certificates may be exchanged for other
certificates of the same class and of a like aggregate monetary amount in any
authorized denominations upon surrender of the certificates to be exchanged with the registrar and
transfer agent. Upon such surrender, the corporation shall execute, in the
manner set forth in Section 1 of this Article, and the registrar and
transfer agent shall deliver the new certificate or certificates to the holder
thereof.






Every
certificate presented or surrendered for registration of transfer or exchange
shall be accompanied (if so required by the Board of Directors or the registrar
and transfer agent) by a written instrument or instruments of transfer, in form
satisfactory to the Board of Directors or the registrar and transfer agent, duly
executed by the registered shareholder or by such shareholder's duly authorized
attorney in writing.






No
service charge shall be made for any exchange or registration of transfer of
certificates, but the corporation may, with respect to transactions not
involving a transfer, require payment of a sum sufficient to cover any tax or
other governmental charge in relation thereto.






Upon
the order of the Board of Directors, certificates presented or surrendered for
registration of transfer or exchange shall be canceled and subsequently disposed
of in accordance with standard procedures.






Section 6.Record
Date.    For the purpose of determining shareholders
entitled to notice of or to vote at any meeting of shareholders, or to receive
payment of any dividend or other distribution, or to receive of exercise
subscription or other rights, or to participate in a reclassification of stock,
or in order to make a determination of shareholders for any other proper
purposes, the Board of Directors may fix in advance a record date for
determination of shareholders for such purpose, which record date shall be not
more than sixty days and, if fixed for the purpose of determining shareholders
entitled to notice and to vote at a meeting, not less than ten days, prior to
the date on which the action requiring the determination of shareholders is to
be taken.






Except
as the Board of Directors may otherwise provide, if no record date is fixed for
the purpose of determining shareholders (i) entitled to notice of and to
vote at a meeting, the close of business on the day before the notice of the
meeting is mailed, or if notice is waived, the close of business on the day
before the meeting, shall be the record date for such purpose, or (ii) for
any other purpose, the close of business on the day which the Board of Directors
adopts the resolution relating thereto shall be the record date for such
purposes.






Section 7.Registered
Shareholders.    The corporation shall be entitled to
recognize and treat a person registered on its records as the owner of shares,
as the exclusive owner in fact thereof for all purposes, and as the person
entitled to have and to exercise all rights and privileges incident to the
ownership of such shares, including the right to vote and to receive dividends
or payments of interest and principal thereon. The corporation shall not be
bound to recognize any equitable or other claim to or interest in such share or
shares on the part of any other person,




8




whether
or not it shall have express or other notice thereof, except as otherwise
provided by the laws of the State of California; and the rights under this
section shall not be affected by any actual or constructive notice which the
corporation, or any or its directors, officers or agents, may have to the
contrary.






ARTICLE
VI—NOTICES






Section 1.Notices.    Except
as otherwise specifically provided herein or required by law, whenever any
notice is required to be given to any shareholder, director or committee member
under the provisions of any statute, the certificate of incorporation or these
bylaws, such notice shall be delivered personally or shall be given in writing
by mail addressed to such shareholder, director or committee member at such
address as it appears on the books of the corporation, and such notice shall be
deemed to be given at the time when the same shall be deposited in the United
States mail with postage thereon prepaid. Notice to directors and committee
members may also be given by telegram, which notice shall be deemed to be given
at the time it is delivered to the telegraph office, or by telecopy, which notice shall be deemed to be given at the
time it is transmitted or in person, which notice shall be deemed to be given
when received.






Section 2.Waivers.    Whenever
notice is required to be given pursuant to statute or the articles of
incorporation or bylaws of this corporation, a written waiver of such notice,
signed by the shareholder, director, officer, employee or agent entitled to
receive such notice, whether before or after the time of the event for which
notice is to be given, shall be deemed equivalent to the notice required to be
given to such shareholder, director, officer, employee or agent. Neither the
business nor the purpose of the meeting need be specified in such a
waiver.






ARTICLE
VII—MISCELLANEOUS






Section 1.Facsimile
Signatures.    In addition to the provisions for use
of facsimile signatures elsewhere specifically authorized in these bylaws,
facsimile signatures of any officer or officers of the corporation may be used
whenever and as authorized by the Board of Directors or a committee
thereof.






Section 2.Dividends.    The
Board of Directors may declare and the corporation may make distributions on its
outstanding shares in cash, property or shares of the corporation in accordance
with law and subject to the articles of incorporation.






Section 3.Corporate
Seal.    The Board of Directors may provide a
suitable seal, containing the name of the corporation, which seal shall be in
the charge of the Secretary. If and when so directed by the Board of Directors
or a committee thereof, duplicates of the seal may be kept and used by the
Treasurer, an Assistant Secretary or an Assistant Treasurer.






Section 4.Reliance
Upon Books, Reports and Records.    Each director,
each member of any committee designated by the Board of Directors, be fully
protected in relying in good faith upon the books of account or other records of
the corporation, including reports made to the corporation by any of its
officers, by an independent certified public accountant, or by an appraiser
selected with reasonable care.






Section 5.Checks.    All
checks or demands for money and notes of the corporation shall be signed by such
officer or officers or such other person or persons as the Board of Directors
may from time to time designate.






Section 6.Time
Periods.    In computing any period of time under
these bylaws, calendar days shall be used, the day that marks the commencement
of the period shall not be counted, and the period shall end upon the expiration
of the last day of the period; provided, however, that if the day on which the
period is to expire is a legal holiday under the laws of the State of
California, then the period shall end upon the expiration of the next day that
is not a legal holiday.




9




Section 7.Fiscal
Year.    The fiscal year of the corporation shall be,
in the absence of a contrary resolution of the Board of Directors, the calendar
year.






ARTICLE
VIII—AMENDMENT OF BYLAWS






These
bylaws may be altered, amended or repealed or new bylaws may be adopted by the
Board of Directors at any meeting of the Board or by the shareholders at any
meeting of the shareholders.











10


AMENDMENT
TO THE BYLAWS OF


PACIFIC
COAST NATIONAL BANCORP








Article
II, Section 3 of the Bylaws of corporation is hereby amended to include the
following language at the end of the existing language effective January 15,
2009:





Notwithstanding
anything in these bylaws to the contrary, for so long as the corporation’s Fixed
Rate Cumulative Perpetual Preferred Stock, Series A and the corporation’s Fixed
Rate Cumulative Perpetual Preferred Stock, Series B (collectively, the “Designated Preferred Stock”)
(or any warrant to purchase any of the Designated Preferred Stock) is
outstanding:  (i) whenever, at any time or times, dividends payable on
the shares of Designated Preferred Stock have not been paid for an aggregate of
six quarterly Dividend Periods (as defined in the Certificate of Determination
for the Designated Preferred Stock) or more, whether or not consecutive, the
authorized number of directors shall automatically be increased by two (but
shall in no event be increased to a number of directors that is greater than the
maximum number of directors set forth in this section of these bylaws); and (ii)
this sentence may not be modified, amended or repealed by the corporation’s
Board of Directors (or any committee thereof) or without the affirmative vote
and approval of (x) the shareholders and (y) the holders of at least a majority
of the shares of Designated Preferred Stock outstanding at the time of such vote
and approval.