**Return
        to 10-Q**
 **EXHIBIT
        3.1**


**CERTIFICATE
      OF AMENDMENT**





**OF**





**CERTIFICATE
      OF INCORPORATION**





**OF**





**ITLA
      CAPITAL CORPORATION**








ITLA
      Capital Corporation, a corporation duly organized and existing under the General
      Corporation Law of the State of Delaware (the “Corporation”), does hereby
      certify that:





1.           The
      Certificate of Incorporation of the Corporation is hereby amended by changing
      the first article thereof to read as follows:





“FIRST:  The
      name of
      the Corporation is Imperial Capital Bancorp, Inc. (hereinafter sometimes
      referred to as the “Corporation”).





2.           The
      foregoing amendment was duly adopted in accordance with the provisions of
      Section 242 of the General Corporation Law of the State of
      Delaware.





3.           The
      foregoing amendment shall be effective at 12:01 a.m. Eastern Daylight Saving
      Time on August 3, 2007.





[Signature
      page follows]








IN
      WITNESS WHEREOF, the Corporation has caused this certificate to be executed
      by
      its duly authorized officer as of the 1st day of
      August,
      2007.





**ITLA
      CAPITAL CORPORATION**











By:
            /s/
                George W. Haligowski


George
      W.
      Haligowski


Chairman,
      President and Chief Executive Officer























-2-


CERTIFICATE
      OF INCORPORATION





OF





ITLA
      CAPITAL CORPORATION








FIRST:  The
      name of the Corporation is ITLA Capital Corporation (hereinafter sometimes
      referred to as the "Corporation").




SECOND:  The
      address of the registered office of the Corporation in the State of Delaware
      is
      Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County
      of New Castle.  The name of the registered agent at that address is
      The Corporation Trust Company.




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




FOURTH:




A.  The
      total
      number of shares of all classes of stock which the Corporation shall have the
      authority to issue is twenty-five million (25,000,000) consisting
      of:




1.  Five
      million (5,000,000) shares of preferred stock, par value one cent ($.01) per
      share (the "Preferred Stock"); and




2.  Twenty
      million (20,000,000) shares of common stock, par value one cent ($.01) per
      share
      (the "Common Stock").




B.  The
      Board
      of Directors is hereby expressly authorized, subject to any limitations
      prescribed by law, to provide for the issuance of the shares of Preferred Stock
      in series, and by filing a certificate pursuant to the applicable law of the
      State of Delaware (such certificate being hereinafter referred to as a
      "Preferred Stock Designation"), to establish from time to time the number of
      shares to be included in each such series, and to fix the designation, powers,
      preferences and rights of the shares of each such series and any qualifications,
      limitations or restrictions thereof.  The number of authorized shares
      of the Preferred Stock may be increased or decreased (but not below the number
      of shares thereof then outstanding) by the affirmative vote of the holders
      of a
      majority of the Common Stock, without a vote of the holders of the Preferred
      Stock, or of any series thereof, unless a vote of any such holders is required
      pursuant to the terms of any Preferred Stock Designation.




C.




1.  Notwithstanding
      any other provision of this Certificate of Incorporation, in no event shall
      any
      record owner of any outstanding Common Stock which is beneficially owned,
      directly or indirectly, by a person who, as of any record date for the
      determination of stockholders entitled to vote on any matter, beneficially
      owns
      in excess of 10% of the then-outstanding shares of Common Stock (the "Limit"),
      be entitled, or permitted to any vote in respect of the shares held in excess
      of
      the Limit.  The number of votes which may be cast by any record owner
      by virtue of the provisions hereof in respect of Common Stock beneficially
      owned
      by such person owning shares in excess of the Limit shall be a number equal
      to
      the total number of votes which a single record owner of all Common Stock owned
      by such person would be entitled to cast, multiplied by a fraction, the
      numerator of which is the number of shares of such class or series beneficially
      owned by such person and owned of record by such record owner and the
      denominator of which is the total number of shares of Common Stock beneficially
      owned by such person owning shares in excess of the Limit.




2.  The
      following definitions shall apply to this Section C of this Article
      FOURTH:




(a)  An
      "affiliate" of a specified person shall mean a person that directly, or
      indirectly through one or more intermediaries, controls, or is controlled by,
      or
      is under common control with, the person specified.




(b)  "Beneficial
      ownership" shall be determined pursuant to Rule 13d-3 of the General Rules
      and
      Regulations under the Securities Exchange Act of 1934 (or any successor rule
      or
      statutory provision), or, if said Rule 13d-3 shall be rescinded and there shall
      be no successor rule or statutory provision thereto, pursuant to said Rule
      13d-3
      as in effect on March 31, 1996; provided, however, that a person shall, in
      any
      event, also be deemed the "beneficial owner" of any Common Stock:




(1)  which
      such person or any of its affiliates beneficially owns, directly or indirectly;
      or




(2)  which
      such person or any of its affiliates has (i) the right to acquire (whether
      such
      right is exercisable immediately or only after the passage of time), pursuant
      to
      any agreement, arrangement or understanding (but shall not be deemed to be
      the
      beneficial owner of any voting shares solely by reason of an agreement,
      contract, or other arrangement with this Corporation to effect any transaction
      which is described in any one or more of the clauses of Section A of Article
      EIGHTH) or upon the exercise of conversion rights, exchange rights, warrants,
      or
      options or otherwise, or (ii) sole or shared voting or investment power with
      respect thereto pursuant to any agreement, arrangement, understanding,
      relationship or otherwise (but shall not be deemed to be the beneficial owner
      of
      any voting shares solely by reason of a revocable proxy granted for a particular
      meeting of stockholders, pursuant to a public solicitation of proxies for such
      meeting, with respect to shares of which neither such person nor any such
      affiliate is otherwise deemed the beneficial owner); or




(3)  which
      are
      beneficially owned, directly or indirectly, by any other person with which
      such
      first mentioned person or any of its affiliates acts as a partnership, limited
      partnership, syndicate or other group pursuant to any agreement, arrangement
      or
      understanding for the purpose of acquiring, holding, voting or disposing of
      any
      shares of capital stock of this Corporation; and provided further, however,
      that
      (1) no director or officer of this Corporation (or any affiliate of any such
      director or officer) shall, solely by reason of any or all of such directors
      or
      officers acting in their capacities as such, be deemed, for any purposes hereof,
      to beneficially own any Common Stock beneficially owned by any other such
      director or officer (or any affiliate thereof), and (2) neither any employee
      stock ownership or similar plan of this Corporation or any subsidiary of this
      Corporation nor any trustee with respect thereto (or any affiliate of such
      trustee) shall, solely by reason of such capacity of such trustee, be deemed,
      for any purposes hereof, to beneficially own any Common Stock held under any
      such plan.  For purposes of computing the percentage beneficial
      ownership of Common Stock of a person, the outstanding Common Stock shall
      include shares deemed owned by such person through application of this
      subsection but shall not include any other Common Stock which may be issuable
      by
      this Corporation pursuant to any agreement, or upon exercise of conversion
      rights, warrants or options, or otherwise.  For all other purposes,
      the outstanding Common Stock shall include only Common Stock then outstanding
      and shall not include any Common Stock which may be issuable by this Corporation
      pursuant to any agreement, or upon the exercise of conversion rights, warrants
      or options, or otherwise.




(c)  A
      "person" shall mean any individual, firm, corporation, or other
      entity.




(d)  The
      Board
      of Directors shall have the power to construe and apply the provisions of this
      section and to make all determinations necessary or desirable to implement
      such
      provisions, including but not limited to matters with respect to (1) the number
      of shares of Common Stock beneficially owned by any person, (2) whether a person
      is an affiliate of another, (3) whether a person has an agreement, arrangement,
      or understanding with another as to the matters referred to in the definition
      of
      beneficial ownership, (4) the application of any other definition or operative
      provision of this Section to the given facts, or (5) any other matter relating
      to the applicability or effect of this Section.




3.  The
      Board
      of Directors shall have the right to demand that any person who is reasonably
      believed to beneficially own Common Stock in excess of the Limit (or holds
      of
      record Common Stock beneficially owned by any person in excess of the Limit)
      (a
      "Holder in Excess") supply the Corporation with complete information as to
      (1)
      the record owner(s) of all shares beneficially owned by such Holder in Excess,
      and (2) any other factual matter relating to the applicability or effect of
      this
      section as may reasonably be requested of such Holder in Excess. The Board
      of
      Directors shall further have the right to receive from any Holder in Excess
      reimbursement for all expenses incurred by the Board in connection with its
      investigation of any matters relating to the applicability or effect of this
      section on such Holder in Excess, to the extent such investigation is deemed
      appropriate by the Board of Directors as a result of the Holder in Excess
      refusing to supply the Corporation with the information described in the
      previous sentence.




4.  Except
      as
      otherwise provided by law or expressly provided in this Section C, the presence,
      in person or by proxy, of the holders of record of shares of capital stock
      of
      the Corporation entitling the holders thereof to cast one-third of the votes
      (after giving effect, if required, to the provisions of this Section) entitled
      to be cast by the holders of shares of capital stock of the Corporation entitled
      to vote shall constitute a quorum at all meetings of the stockholders, and
      every
      reference in this Certificate of Incorporation to a majority or other proportion
      of capital stock (or the holders thereof) for purposes of determining any quorum
      requirement or any requirement for stockholder consent or approval shall be
      deemed to refer to such majority or other proportion of the votes (or the
      holders thereof) then entitled to be cast in respect of such capital
      stock.




5.  Any
      constructions, applications, or determinations made by the Board of Directors,
      pursuant to this Section in good faith and on the basis of such information
      and
      assistance as was then reasonably available for such purpose, shall be
      conclusive and binding upon the Corporation and its stockholders.




6.  In
      the
      event any provision (or portion thereof) of this Section C shall be found to
      be
      invalid, prohibited or unenforceable for any reason, the remaining provisions
      (or portions thereof) of this Section shall remain in full force and effect,
      and
      shall be construed as if such invalid, prohibited or unenforceable provision
      had
      been stricken herefrom or otherwise rendered inapplicable, it being the intent
      of this Corporation and its stockholders that each such remaining provision
      (or
      portion thereof) of this Section C remain, to the fullest extent permitted
      by
      law, applicable and enforceable as to all stockholders, including stockholders
      owning an amount of stock over the Limit, notwithstanding any such
      finding.




FIFTH:  The
      following provisions are inserted for the management of the business and the
      conduct of the affairs of the Corporation, and for further definition,
      limitation and regulation of the powers of the Corporation and of its directors
      and stockholders:




A.  The
      business and affairs of the Corporation shall be managed by or under the
      direction of the Board of Directors.  In addition to the powers and
      authority expressly conferred upon them by Statute or by this Certificate of
      Incorporation or the By-laws of the Corporation, the directors are hereby
      empowered to exercise all such powers and do all such acts and things as may
      be
      exercised or done by the Corporation.




B.  The
      directors of the Corporation need not be elected by written ballot unless the
      By-laws so provide.




C.  Subject
      to the rights of holders of any class or series of Preferred Stock, any action
      required or permitted to be taken by the stockholders of the Corporation must
      be
      effected at a duly called annual or special meeting of stockholders of the
      Corporation and may not be effected by any consent in writing by such
      stockholders.




D.  Subject
      to the rights of holders of any class or series of Preferred Stock, special
      meetings of stockholders of the Corporation may be called only by the Board
      of
      Directors pursuant to a resolution adopted by a majority of the total number
      of
      directors which the Corporation would have if there were no vacancies on the
      Board of Directors (the "Whole Board").




E.  Stockholders
      shall not be permitted to cumulate their votes for the election of
      directors.




SIXTH:




A.  The
      number of directors shall be fixed from time to time exclusively by the Board
      of
      Directors pursuant to a resolution adopted by a majority of the Whole
      Board.  The directors, other than those who may be elected by the
      holders of any class or series of Preferred Stock, shall be divided into three
      classes, as nearly equal in number as reasonably possible, with the term of
      office of the first class to expire at the conclusion of the first annual
      meeting of stockholders, the term of office of the second class to expire at
      the
      conclusion of the annual meeting of stockholders one year thereafter and the
      term of office of the third class to expire at the conclusion of the annual
      meeting of stockholders two years thereafter, with each director to hold office
      until his or her successor shall have been duly elected and
      qualified.  At each annual meeting of stockholders following such
      initial classification and election, directors elected to succeed those
      directors whose terms expire shall be elected for a term of office to expire
      at
      the third succeeding annual meeting of stockholders after their election, with
      each director to hold office until his or her successor shall have been duly
      elected and qualified.




B.  Subject
      to the rights of the holders of any series of Preferred Stock then outstanding,
      newly created directorships resulting from any increase in the authorized number
      of directors or any vacancies in the Board of Directors resulting from death,
      resignation, retirement, disqualification, removal from office or other cause
      may be filled only by a majority vote of the directors then in office, though
      less than a quorum, and directors so chosen shall hold office for a term
      expiring at the annual meeting of stockholders at which the term of office
      of
      the class to which they have been elected expires, and until such director's
      successor shall have been duly elected and qualified.  No decrease in
      the number of directors constituting the Board of Directors shall shorten the
      term of any incumbent director.




C.  Advance
      notice of stockholder nominations for the election of directors and of business
      to be brought by stockholders before any meeting of the stockholders of the
      Corporation shall be given in the manner provided in the By-laws of the
      Corporation.




D.  Subject
      to the rights of the holders of any series of Preferred Stock then outstanding,
      any directors, or the entire Board of Directors, may be removed from office
      at
      any time, but only for cause and only by the affirmative vote of the holders
      of
      at least 80% of the voting power of all of the then-outstanding shares of
      capital stock of the Corporation entitled to vote generally in the election
      of
      directors (after giving effect to the provisions of Article FOURTH of this
      Certificate of Incorporation), voting together as a single class.




SEVENTH:  The
      Board of Directors is expressly empowered to adopt, amend or repeal the By-laws
      of the Corporation.  Any adoption, amendment or repeal of the By-laws
      of the Corporation by the Board of Directors shall require the approval of
      a
      majority of the Whole Board.  The stockholders shall also have power
      to adopt, amend or repeal the By-laws of the Corporation.  In addition
      to any vote of the holders of any class or series of stock of this Corporation
      required by law or by this Certificate of Incorporation, the affirmative vote
      of
      the holders of at least 80% of the voting power of all of the then-outstanding
      shares of the capital stock of the Corporation entitled to vote generally in
      the
      election of directors (after giving effect to the provisions of Article FOURTH
      hereof), voting together as a single class, shall be required to adopt, amend
      or
      repeal any provisions of the By-laws of the Corporation.




EIGHTH:




A.  In
      addition to any affirmative vote required by law or this Certificate of
      Incorporation, and except as otherwise expressly provided in this
      Section:




1.  any
      merger or consolidation of the Corporation or any Subsidiary (as hereinafter
      defined) with (i) any Interested Stockholder (as hereinafter defined) or (ii)
      any other corporation (whether or not itself an Interested Stockholder) which
      is, or after such merger or consolidation would be, an Affiliate (as hereinafter
      defined) of an Interested Stockholder; or




2.  any
      sale,
      lease, exchange, mortgage, pledge, transfer or other disposition (in one
      transaction or a series of transactions) to or with any Interested Stockholder,
      or any Affiliate of any Interested Stockholder, of any assets of the Corporation
      or any Subsidiary having an aggregate Fair Market Value (as hereafter defined)
      equaling or exceeding 25% or more of the combined assets of the Corporation
      and
      its Subsidiaries; or




3.  the
      issuance or transfer by the Corporation or any Subsidiary (in one transaction
      or
      a series of transactions) of any securities of the Corporation or any Subsidiary
      to any Interested Stockholder or any Affiliate of any Interested Stockholder
      in
      exchange for cash, securities or other property (or a combination thereof)
      having an aggregate Fair Market Value equaling or exceeding 25% of the combined
      assets of the Corporation and its Subsidiaries except pursuant to an employee
      benefit plan of the Corporation or any Subsidiary thereof; or




4.  the
      adoption of any plan or proposal for the liquidation or dissolution of the
      Corporation proposed by or on behalf of any Interested Stockholder or any
      Affiliate of any Interested Stockholder; or




5.  any
      reclassification of securities (including any reverse stock split), or
      recapitalization of the Corporation, or any merger or consolidation of the
      Corporation with any of its Subsidiaries or any other transaction (whether
      or
      not with or into or otherwise involving an Interested Stockholder) which has
      the
      effect, directly or indirectly, of increasing the proportionate share of the
      outstanding shares of any class of equity or convertible securities of the
      Corporation or any Subsidiary which is directly or indirectly owned by any
      Interested Stockholder or any Affiliate of any Interested Stockholder (a
      "Disproportionate Transaction"); provided, however, that no such transaction
      shall be deemed a Disproportionate Transaction if the increase in the
      proportionate ownership of the Interested Stockholder or Affiliate as a result
      of such transaction is no greater than the increase experienced by the other
      stockholders generally;







shall
      require the affirmative vote of the holders of at least 80% of the voting power
      of the then-outstanding shares of stock of the Corporation entitled to vote
      in
      the election of directors (the "Voting Stock"), voting together as a single
      class.  Such affirmative vote shall be required notwithstanding the
      fact that no vote may be required, or that a lesser percentage may be specified,
      by law or by any other provisions of this Certificate of Incorporation or any
      Preferred Stock Designation or in any agreement with any national securities
      exchange or quotation system or otherwise.




The
      term
      "Business Combination" as used in this Article EIGHTH shall mean any transaction
      which is referred to in any one or more of paragraphs 1 through 5 of Section
      A
      of this Article EIGHTH.




B.  The
      provisions of Section A of this Article EIGHTH shall not be applicable to any
      particular Business Combination, and such Business Combination shall require
      only the affirmative vote of the majority of the outstanding shares of capital
      stock entitled to vote, or such vote as is required by law or by this
      Certificate of Incorporation, if, in the case of any Business Combination that
      does not involve any cash or other consideration being received by the
      stockholders of the Corporation solely in their capacity as stockholders of
      the
      Corporation, the condition specified in the following paragraph 1 is met or,
      in
      the case of any other Business Combination, all of the conditions specified
      in
      either of the following paragraphs 1 and 2 are met:




1.  The
      Business Combination shall have been approved by a majority of the Disinterested
      Directors (as hereinafter defined).




2.  All
      of
      the following conditions shall have been met:




(a)  The
      aggregate amount of the cash and the Fair Market Value as of the date of the
      consummation of the Business Combination of consideration other than cash to
      be
      received per share by the holders of Common Stock in such Business Combination
      shall at least be equal to the higher of the following:




(I)  (if
      applicable) the Highest Per Share Price, including any brokerage commissions,
      transfer taxes and soliciting dealers' fees, paid by the Interested Stockholder
      or any of its Affiliates for any shares of Common Stock acquired by it (X)
      within the two-year period immediately prior to the first public announcement
      of
      the proposal of the Business Combination (the "Announcement Date"), or (Y)
      in
      the transaction in which it became an Interested Stockholder, whichever is
      higher.




(II)  the
      Fair
      Market Value per share of Common Stock on the Announcement Date or on the date
      on which the Interested Stockholder became an Interested Stockholder (such
      latter date is referred to in this Article EIGHTH as the "Determination Date"),
      whichever is higher.




(b)  The
      aggregate amount of the cash and the Fair Market Value as of the date of the
      consummation of the Business Combination of consideration other than cash to
      be
      received per share by holders of shares of any class of outstanding Voting
      Stock
      other than Common Stock shall be at least equal to the highest of the following
      (it being intended that the requirements of this subparagraph (b) shall be
      required to be met with respect to every such class of outstanding Voting Stock,
      whether or not the Interested Stockholder has previously acquired any shares
      of
      a particular class of Voting Stock):




(I)  (if
      applicable) the Highest Per Share Price (as hereinafter defined), including
      any
      brokerage commissions, transfer taxes and soliciting dealers' fees, paid by
      the
      Interested Stockholder for any shares of such class of Voting Stock acquired
      by
      it (X) within the two-year period immediately prior to the Announcement Date,
      or
      (Y) in the transaction in which it became an Interested Stockholder, whichever
      is higher;




(II)  (if
      applicable) the highest preferential amount per share to which the holders
      of
      shares of such class of Voting Stock are entitled in the event of any voluntary
      or involuntary liquidation, dissolution or winding up of the Corporation;
      and




(III)  the
      Fair
      Market Value per share of such class of Voting Stock on the Announcement Date
      or
      on the Determination Date, whichever is higher.




(c)  The
      consideration to be received by holders of a particular class of outstanding
      Voting Stock (including Common Stock) shall be in cash or in the same form
      as
      the Interested Stockholder has previously paid for shares of such class of
      Voting Stock.  If the Interested Stockholder has paid for shares of
      any class of Voting Stock with varying forms of consideration, the form of
      consideration to be received per share by holders of shares of such class of
      Voting Stock shall be either cash or the form used to acquire the largest number
      of shares of such class of Voting Stock previously acquired by the Interested
      Stockholder.  The price determined in accordance with subparagraph B.2
      of this Article EIGHTH shall be subject to appropriate adjustment in the event
      of any stock dividend, stock split, combination of shares or similar
      event.




(d)  After
      such Interested Stockholder has become an Interested Stockholder and prior
      to
      the consummation of such Business Combination; (i) except as approved by a
      majority of the Disinterested Directors, there shall have been no failure to
      declare and pay at the regular date therefor any full quarterly dividends
      (whether or not cumulative) on any outstanding stock having preference over
      the
      Common Stock as to dividends or liquidation; (ii) there shall have been (X)
      no
      reduction in the annual rate of dividends paid on the Common Stock (except
      as
      necessary to reflect any subdivision of the Common Stock), except as approved
      by
      a majority of the Disinterested Directors, and (Y) an increase in such annual
      rate of dividends as necessary to reflect any reclassification (including any
      reverse stock split), recapitalization, reorganization or any similar
      transaction which has the effect of reducing the number of outstanding shares
      of
      Common Stock, unless the failure to so increase such annual rate is approved
      by
      a majority of the Disinterested Directors; and (iii) neither such Interested
      Stockholder nor any of its Affiliates shall have become the beneficial owner
      of
      any additional shares of Voting Stock except as part of the transaction which
      results in such Interested Stockholder becoming an Interested
      Stockholder.




(e)  After
      such Interested Stockholder has become an Interested Stockholder, such
      Interested Stockholder shall not have received the benefit, directly or
      indirectly (except proportionately as a stockholder), of any loans, advances,
      guarantees, pledges or other financial assistance or any tax credits or other
      tax advantages provided by the Corporation, whether in anticipation of or in
      connection with such Business Combination or otherwise.




(f)  A
      proxy
      or information statement describing the proposed Business Combination and
      complying with the requirements of the Securities Exchange Act of 1934 and
      the
      rules and regulations thereunder (or any subsequent provisions replacing such
      Act, rules or regulations) shall be mailed to stockholders of the Corporation
      at
      least 30 days prior to the consummation of such Business Combination (whether
      or
      not such proxy or information statement is required to be mailed pursuant to
      such Act or subsequent provisions).




C.  For
      the
      purposes of this Article EIGHTH:




1.  A
      "Person" shall include an individual, a group acting in concert, a corporation,
      a partnership, an association, a joint venture, a pool, a joint stock company,
      a
      trust, an unincorporated organization or similar company, a syndicate or any
      other group formed for the purpose of acquiring, holding or disposing of
      securities.




2.  "Interested
      Stockholder" shall mean any Person (other than the Corporation or any holding
      company or Subsidiary thereof) who or which:




(a)  is
      the
      beneficial owner, directly or indirectly, of more than 10% of the voting power
      of the outstanding Voting Stock; or




(b)  is
      an
      Affiliate of the Corporation and at any time within the two-year period
      immediately prior to the date in question was the beneficial owner, directly
      or
      indirectly, of 10% or more of the voting power of the then-outstanding Voting
      Stock; or




(c)  is
      an
      assignee of or has otherwise succeeded to any shares of Voting Stock which
      were
      at any time within the two-year period immediately prior to the date in question
      beneficially owned by any Interested Stockholder, if such assignment or
      succession shall have occurred in the course of a transaction or series of
      transactions not involving a public offering within the meaning of the
      Securities Act of 1933.




3.  A
      Person
      shall be a "beneficial owner" of any Voting Stock:




(a)  which
      such Person or any of its Affiliates or Associates (as hereinafter defined)
      beneficially owns, directly or indirectly within the meaning of Rule 13d-3
      under
      the Securities Exchange Act of 1934, as in effect on March 31, 1996;
      or




(b)  which
      such Person or any of its Affiliates or Associates has (i) the right to acquire
      (whether such right is exercisable immediately or only after the passage of
      time), pursuant to any agreement, arrangement or understanding or upon the
      exercise of conversion rights, exchange rights, warrants or options, or
      otherwise, or (ii) the right to vote pursuant to any agreement, arrangement
      or
      understanding (but neither such Person nor any such Affiliate or Associate
      shall
      be deemed to be the beneficial owner of any shares of Voting Stock solely by
      reason of a revocable proxy granted for a particular meeting of stockholders,
      pursuant to a public solicitation of proxies for such meeting, and with respect
      to which shares neither such Person nor any such Affiliate or Associate is
      otherwise deemed the beneficial owner); or




(c)  which
      are
      beneficially owned, directly or indirectly within the meaning of Rule 13d-3
      under the Securities Exchange Act of 1934, as in effect on March 31, 1996,
      by
      any other Person with which such Person or any of its Affiliates or Associates
      has any agreement, arrangement or understanding for the purposes of acquiring,
      holding, voting (other than solely by reason of a revocable proxy as described
      in Subparagraph (b) of this Paragraph 3) or in disposing of any shares of Voting
      Stock;




provided,
      however, that, in the case of any employee stock ownership or similar plan
      of
      the Corporation or of any Subsidiary in which the beneficiaries thereof possess
      the right to vote any shares of Voting Stock held by such plan, no such plan
      nor
      any trustee with respect thereto (nor any Affiliate of such trustee), solely
      by
      reason of such capacity of such trustee, shall be deemed, for any purposes
      hereof, to beneficially own any shares of Voting Stock held under any such
      plan.




4.  For
      the
      purpose of determining whether a Person is an Interested Stockholder pursuant
      to
      Paragraph 2 of this Section C, the number of shares of Voting Stock deemed
      to be
      outstanding shall include shares deemed owned through application of Paragraph
      3
      of this Section C but shall not include any other shares of Voting Stock which
      may be issuable pursuant to any agreement, arrangement or understanding, or
      upon
      exercise of conversion rights, warrants or options, or otherwise.




5.  "Affiliate"
      and "Associate" shall have the respective meanings ascribed to such terms in
      Rule 12b-2 of the General Rules and Regulations under the Securities Exchange
      Act of 1934, as in effect on March 31, 1996.




6.  "Subsidiary"
      means any corporation of which a majority of any class of equity security is
      owned, directly or indirectly, by the Corporation; provided, however, that
      for
      the purposes of the definition of Interested Stockholder set forth in Paragraph
      2 of this Section C, the term "Subsidiary" shall mean only a corporation of
      which a majority of each class of equity security is owned, directly or
      indirectly, by the Corporation.




7.  "Disinterested
      Director" means any member of the Board of Directors who is unaffiliated with
      the Interested Stockholder and was a member of the Board of Directors prior
      to
      the time that the Interested Stockholder became an Interested Stockholder,
      and
      any director who is thereafter chosen to fill any vacancy on the Board of
      Directors or who is elected and who, in either event, is unaffiliated with
      the
      Interested Stockholder, and in connection with his or her initial assumption
      of
      office is recommended for appointment or election by a majority of Disinterested
      Directors then on the Board of Directors.




8.  "Fair
      Market Value" means: (a) in the case of stock, the highest closing sales price
      of the stock during the 30-day period immediately preceding the date in question
      of a share of such stock of the Nasdaq System or any system then in use, or,
      if
      such stock is admitted to trading on a principal United States securities
      exchange registered under the Securities Exchange Act of 1934, Fair Market
      Value
      shall be the highest sale price reported during the 30-day period preceding
      the
      date in question, or, if no such quotations are available, the Fair Market
      Value
      on the date in question of a share of such stock as determined by the Board
      of
      Directors in good faith, in each case with respect to any class of stock,
      appropriately adjusted for any dividend or distribution in shares of such stock
      or in combination or reclassification of outstanding shares of such stock into
      a
      smaller number of shares of such stock, and (b) in the case of property other
      than cash or stock, the Fair Market Value of such property on the date in
      question as determined by the Board of Directors in good faith.




9.  Reference
      to "Highest Per Share Price" shall in each case with respect to any class of
      stock reflect an appropriate adjustment for any dividend or distribution in
      shares of such stock or any stock split or reclassification of outstanding
      shares of such stock into a greater number of shares of such stock or any
      combination or reclassification of outstanding shares of such stock into a
      smaller number of shares of such stock.




10.  In
      the
      event of any Business Combination in which the Corporation survives, the phrase
      "consideration other than cash to be received" as used in Subparagraphs (a)
      and
      (b) of Paragraph 2 of Section B of this Article EIGHTH shall include the shares
      of Common Stock and/or the shares of any other class of outstanding Voting
      Stock
      retained by the holders of such shares.




D.  A
      majority of the Disinterested Directors of the Corporation shall have the power
      and duty to determine for the purposes of this Article EIGHTH, on the basis
      of
      information known to them after reasonable inquiry, (a) whether a person is
      an
      Interested Stockholder; (b) the number of shares of Voting Stock beneficially
      owned by any person; (c) whether a person is an Affiliate or Associate of
      another; and (d) whether the assets which are the subject of any Business
      Combination have, or the consideration to be received for the issuance or
      transfer of securities by the Corporation or any Subsidiary in any Business
      Combination has an aggregate Fair Market Value equaling or exceeding 25% of
      the
      combined assets of the Corporation and its Subsidiaries.  A majority
      of the Disinterested Directors shall have the further power to interpret all
      of
      the terms and provisions of this Article EIGHTH.




E.  Nothing
      contained in this Article EIGHTH shall be construed to relieve any Interested
      Stockholder from any fiduciary obligation imposed by law.




F.  Notwithstanding
      any other provisions of this Certificate of Incorporation or any provision
      of
      law which might otherwise permit a lesser vote or no vote, but in addition
      to
      any affirmative vote of the holders of any particular class or series of the
      Voting Stock required by law, this Certificate of Incorporation or any Preferred
      Stock Designation, the affirmative vote of the holders of at least 80% of the
      voting power of all of the then-outstanding shares of the Voting Stock, voting
      together as a single class, shall be required to alter, amend or repeal this
      Article EIGHTH.




NINTH:   The
      Board of Directors of the Corporation, when evaluating any offer of another
      Person (as defined in Article EIGHTH hereof) to (A) make a tender or exchange
      offer for any equity security of the Corporation, (B) merge or consolidate
      the
      Corporation with another corporation or entity or (C) purchase or otherwise
      acquire all or substantially all of the properties and assets of the
      Corporation, may, in connection with the exercise of its judgment in determining
      what is in the best interest of the Corporation and its stockholders, give
      due
      consideration to all relevant factors, including, without limitation, the social
      and economic effect of acceptance of such offer on the Corporation's present
      and
      future customers and employees and those of its Subsidiaries (as defined in
      Article EIGHTH hereof); on the communities in which the Corporation and its
      Subsidiaries operate or are located; on the ability of the Corporation to
      fulfill its corporate objectives as a financial institution holding company
      and
      on the ability of its subsidiary financial institution to fulfill the objectives
      of a federally insured financial institution under applicable statutes and
      regulations.




TENTH:




A.  Except
      as
      set forth in Section B of this Article TENTH, in addition to any affirmative
      vote of stockholders required by law or this Certificate of Incorporation,
      any
      direct or indirect purchase or other acquisition by the Corporation of any
      Equity Security (as hereinafter defined) of any class from any Interested Person
      (as hereinafter defined) shall require the affirmative vote of the holders
      of at
      least 80% of the Voting Stock of the Corporation that is not beneficially owned
      (for purposes of this Article TENTH beneficial ownership shall be determined
      in
      accordance with Section C.2(b) of Article FOURTH hereof) by such Interested
      Person, voting together as a single class.  Such affirmative vote
      shall be required notwithstanding the fact that no vote may be required, or
      that
      a lesser percentage may be specified, by law or by any other provisions of
      this
      Certificate of Incorporation or any Preferred Stock Designation or in any
      agreement with any national securities exchange or quotation system, or
      otherwise.  Certain defined terms used in this Article TENTH are as
      set forth in Section C below.




B.  The
      provisions of Section A of this Article TENTH shall not be applicable with
      respect to:




1.  any
      purchase or other acquisition of securities made as part of a tender or exchange
      offer by the Corporation or a Subsidiary (which term, as used in this Article
      TENTH, is as defined in the first clause of Section C.6 of Article EIGHTH
      hereof) of the Corporation to purchase securities of the same class made on
      the
      same terms to all holders of such securities and complying with the applicable
      requirements of the Securities Exchange Act of 1934 and the rules and
      regulations thereunder (or any subsequent provision replacing such Act, rules
      or
      regulations);




2.  any
      purchase or acquisition made pursuant to an open market purchase program
      approved by a majority of the Board of Directors, including a majority of the
      Disinterested Directors (which term, as used in this Article TENTH, is as
      defined in Article EIGHTH hereof); or




3.  any
      purchase or acquisition which is approved by a majority of the Board of
      Directors, including a majority of the Disinterested Directors, and which is
      made at no more than the Market Price (as hereinafter defined), on the date
      that
      the understanding between the Corporation and the Interested Person is reached
      with respect to such purchase (whether or not such purchase is made or a written
      agreement relating to such purchase is executed on such date), of shares of
      the
      class of Equity Security to be purchased.




C.  For
      the
      purposes of this Article TENTH:




1.  The
      term
      Interested Person shall mean any Person (other than the Corporation,
      Subsidiaries of the Corporation, pension, profit sharing, employee stock
      ownership or other employee benefit plans of the Corporation and its
      Subsidiaries, entities organized or established by the Corporation or any of
      its
      Subsidiaries pursuant to the terms of such plans and trustees and fiduciaries
      with respect to any such plan acting in such capacity) that is the direct or
      indirect beneficial owner of 5% or more of the Voting Stock of the Corporation,
      and any Affiliate or Associate of any such person.




2.  The
      Market Price of shares of a class of Equity Security on any day shall mean
      the
      highest sale price of shares of such class of Equity Security on such day,
      or,
      if that day is not a trading day, on the trading day immediately preceding
      such
      day, on the national securities exchange or the Nasdaq System or any other
      system then in use on which such class of Equity Security is
      traded.




3.  The
      term
      Equity Security shall mean any security described in Section 3(a)(11) of the
      Securities Exchange Act of 1934, as in effect on March 31, 1996, which is traded
      on a national securities exchange or the Nasdaq System or any other system
      then
      in use.




4.  For
      purposes of this Article TENTH, all references to the term Interested
      Stockholder in the definition of Disinterested Director shall be deemed to
      refer
      to the term Interested Person.




ELEVENTH:




A.  Each
      person who was or is made a party or is threatened to be made a party to or
      is
      otherwise involved in any action, suit or proceeding, whether civil, criminal,
      administrative or investigative (hereinafter a "proceeding"), by reason of
      the
      fact that he or she is or was a director or an officer of the Corporation or
      is
      or was serving at the request of the Corporation as a director or officer of
      another corporation, including, without limitation, any Subsidiary (as defined
      in Article EIGHTH herein), partnership, joint venture, trust or other
      enterprise, including service with respect to an employee benefit plan
      (hereinafter an "indemnitee"), whether the basis of such proceeding is alleged
      action in an official capacity as a director or officer or in any other capacity
      while serving as a director or officer, shall be indemnified and held harmless
      by the Corporation to the fullest extent authorized by the Delaware General
      Corporation Law, as the same exists or may hereafter be amended (but, in the
      case of any such amendment, only to the extent that such amendment permits
      the
      Corporation to provide broader indemnification rights than such law permitted
      the Corporation to provide prior to such amendment), against all expense,
      liability and loss (including attorneys' fees, judgments, fines, ERISA excise
      taxes or penalties and amounts paid in settlement) reasonably incurred or
      suffered by such indemnitee in connection therewith; provided, however, that,
      except as provided in Section C hereof with respect to proceedings to enforce
      rights to indemnification, the Corporation shall indemnify any such indemnitee
      in connection with a proceeding (or part thereof) initiated by such indemnitee
      only if such proceeding (or part thereof) was authorized by the Board of
      Directors of the Corporation.




B.  The
      right
      to indemnification conferred in Section A of this Article shall include the
      right to be paid by the Corporation the expenses incurred in defending any
      such
      proceeding in advance of its final disposition (hereinafter an "advancement
      of
      expenses"); provided, however, that, if the Delaware General Corporation Law
      requires, an advancement of expenses incurred by an indemnitee in his or her
      capacity as a director or officer (and not in any other capacity in which
      service was or is rendered by such indemnitee, including, without limitation,
      service to an employee benefit plan) shall be made only upon delivery to the
      Corporation of an undertaking (hereinafter an "undertaking"), by or on behalf
      of
      such indemnitee, to repay all amounts so advanced if it shall ultimately be
      determined by final judicial decision from which there is no further right
      to
      appeal (hereinafter a "final adjudication"), that such indemnitee is not
      entitled to be indemnified for such expenses under this Section or
      otherwise.  The rights to indemnification and to the advancement of
      expenses conferred in Sections A and B of this Article shall be contract rights
      and such rights shall continue as to an indemnitee who has ceased to be a
      director or officer and shall inure to the benefit of the indemnitee's heirs,
      executors and administrators.




C.  If
      a
      claim under Section A or B of this Article is not paid in full by the
      Corporation within sixty days after a written claim has been received by the
      Corporation, except in the case of a claim for an advancement of expenses,
      in
      which case the applicable period shall be twenty days, the indemnitee may at
      any
      time thereafter bring suit against the Corporation to recover the unpaid amount
      of the claim.  If successful in whole or in part in any such suit, or
      in a suit brought by the Corporation to recover an advancement of expenses
      pursuant to the terms of an undertaking, the indemnitee shall also be entitled
      to be paid the expense of prosecuting or defending such suit.  In (i)
      any suit brought by the indemnitee to enforce a right to indemnification
      hereunder (but not in a suit brought by the indemnitee to enforce a right to
      an
      advancement of expenses) it shall be a defense that, and (ii) in any suit by
      the
      Corporation to recover an advancement of expenses pursuant to the terms of
      an
      undertaking the Corporation shall be entitled to recover such expenses upon
      a
      final adjudication that, the indemnitee has not met any applicable standard
      for
      indemnification set forth in the Delaware General Corporation
      Law.  Neither the failure of the Corporation (including its Board of
      Directors, independent legal counsel, or its stockholders) to have made a
      determination prior to the commencement of such suit that indemnification of
      the
      indemnitee is proper in the circumstances because the indemnitee has met the
      applicable standard of conduct set forth in the Delaware General Corporation
      Law, nor an actual determination by the Corporation (including its Board of
      Directors, independent legal counsel, or its stockholders) that the indemnitee
      has not met such applicable standard of conduct, shall create a presumption
      that
      the indemnitee has not met the applicable standard of conduct or, in the case
      of
      such a suit brought by the indemnitee, be a defense to such suit.  In
      any suit brought by the indemnitee to enforce a right to indemnification or
      to
      an advancement of expenses hereunder, or by the Corporation to recover an
      advancement of expenses pursuant to the terms of an undertaking, the burden
      of
      proving that the indemnitee is not entitled to be indemnified, or to such
      advancement of expenses, under this Article or otherwise shall be on the
      Corporation.




D.  The
      rights to indemnification and to the advancement of expenses conferred in this
      Article shall not be exclusive of any other right which any person may have
      or
      hereafter acquire under any statute, the Corporation's Certificate of
      Incorporation, By-laws, agreement, vote of stockholders or Disinterested
      Directors or otherwise.




E.  The
      Corporation may maintain insurance, at its expense, to protect itself and any
      director, officer, employee or agent of the Corporation or another corporation,
      partnership, joint venture, trust or other enterprise against any expense,
      liability or loss, whether or not the Corporation would have the power to
      indemnify such person against such expense, liability or loss under the Delaware
      General Corporation Law.




F.  The
      Corporation may, to the extent authorized from time to time by a majority vote
      of the disinterested directors, grant rights to indemnification and to the
      advancement of expenses to any employee or agent of the Corporation to the
      fullest extent of the provisions of this Article with respect to the
      indemnification and advancement of expenses of directors and officers of the
      Corporation.




TWELFTH:
      A director of this Corporation shall not be personally liable to the Corporation
      or its stockholders for monetary damages for breach of fiduciary duty as a
      director, except for liability (i) for any breach of the director's duty of
      loyalty to the Corporation or its stockholders, (ii) for acts or omissions
      not
      in good faith or which involve intentional misconduct or a knowing violation
      of
      law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv)
      for any transaction from which the director derived an improper personal
      benefit. If the Delaware General Corporation Law is hereafter amended to further
      eliminate or limit the personal liability of directors, then the liability
      of a
      director of the Corporation shall be eliminated or limited to the fullest extent
      permitted by the Delaware General Corporation Law, as so amended.




Any
      repeal or modification of the foregoing paragraph by the stockholders of the
      Corporation shall not adversely affect any right or protection of a director
      of
      the Corporation existing at the time of such repeal or
      modification.




THIRTEENTH:  The
      Corporation reserves the right to amend or repeal any provision contained in
      this Certificate of Incorporation in the manner prescribed by the laws of the
      State of Delaware and all rights conferred upon stockholders are granted subject
      to this reservation; provided, however, that, notwithstanding any other
      provision of this Certificate of Incorporation or any provision of law which
      might otherwise permit a lesser vote or no vote, but in addition to any vote
      of
      the holders of any class or series of the stock of this Corporation required
      by
      law or by this Certificate of Incorporation, the affirmative vote of the holders
      of at least 80% of the voting power of all of the then-outstanding shares of
      the
      capital stock of the Corporation entitled to vote generally in the election
      of
      directors (after giving effect to the provisions of Article FOURTH), voting
      together as a single class, shall be required to amend or repeal this Article
      THIRTEENTH, clauses B or C of Article FOURTH, clauses C or D of Article FIFTH,
      Article SIXTH, Article SEVENTH, Article EIGHTH, Article TENTH or Article
      ELEVENTH.




FOURTEENTH:    The
      name and mailing address of the sole incorporator are as follows:




NAME    MAILING
      ADDRESS





George
      W. Haligowski Imperial
      Thrift and Loan
      Association


700
      North Central Avenue


Glendale,
      California
      91203





I,
      THE
      UNDERSIGNED, being the incorporator, for the purpose of forming a corporation
      under the laws of the State of Delaware, do make, file and record this
      Certificate of Incorporation, do certify that the facts herein stated are true,
      and, accordingly, have hereto set my hand this 1st day of May,
      1996.









/s/
      George W. Haligowski





George
      W.
      Haligowski, Incorporator














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