Exhibit 10.25

                              AMENDED AND RESTATED
                                     BYLAWS
                                       OF
                           MONTEREY BAY BANCORP, INC.
                     (hereinafter called the "Corporation")

                           Effective October 24, 2002

                                   ARTICLE I
                                     OFFICES

         Section 1. Registered  Office. The registered office of the Corporation
shall be in the City of Wilmington, County of New Castle, State of Delaware.

         Section 2. Other Offices. The Corporation may also have offices at such
other  places  both  within and  without  the State of  Delaware as the Board of
Directors may from time to time determine.


                                   ARTICLE II
                            MEETINGS OF STOCKHOLDERS

         Section 1. Place of  Meetings.  Meetings  of the  stockholders  for the
election of  directors or for any other  purpose  shall be held at such time and
place,  either  within or without the State of Delaware,  as shall be designated
from  time to time by the Board of  Directors  and  stated in the  notice of the
meeting or in a duly executed waiver of notice thereof.

         Section 2. Annual Meetings.  The Annual Meetings of Stockholders  shall
be held on such date and at such time as shall be  designated  from time to time
by the Board of  Directors,  and stated in the notice of the  meeting,  at which
meetings the stockholders shall elect by a plurality vote one or more members of
the Board of  Directors,  and  transact  such other  business as may properly be
brought before the meeting.  Written  notice of the Annual  Meeting  stating the
place, date, and hour of the meeting shall be given to each stockholder entitled
to vote at such  meeting  not less than ten (10) nor more than  sixty  (60) days
before the date of the meeting.

         Section 3. Special Meetings.  Unless otherwise  prescribed by law or by
the Certificate of  Incorporation,  Special  Meetings of  Stockholders,  for any
purpose or purposes,  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
(hereinafter  the  "Whole  Board").  Such  request  shall  state the  purpose or
purposes of the proposed  meeting.  Written notice of a Special  Meeting stating
the place,  date,  and hour of the meeting and the purpose or purposes for which
the meeting is called  shall be given not less than ten nor more than sixty days
before the date of the  meeting  to each  stockholder  entitled  to vote at such
meeting. Section 1.

                                       1
<PAGE>

Bylaws Of Monterey Bay Bancorp, Inc., Continued

         Section  4.  Quorum.  Except  as  otherwise  provided  by law or by the
Certificate  of  Incorporation,  the holders of a majority of the capital  stock
issued  and  outstanding  and  entitled  to vote  thereat,  present in person or
represented by proxy (after giving effect to the provisions of Article FOURTH of
the Corporation's  Certificate of  Incorporation),  shall constitute a quorum at
all  meetings of the  stockholders  for the  transaction  of  business.  Where a
separate  vote by a class or classes is  required,  a majority  of the shares of
such class or classes  present in person or  represented  by proxy (after giving
effect to the provisions of Article FOURTH of the  Corporation's  Certificate of
Incorporation) shall constitute a quorum entitled to take action with respect to
that vote on that  matter.  If,  however,  such  quorum  shall not be present or
represented at any meeting of the  stockholders,  the  stockholders  entitled to
vote thereat,  present in person or  represented  by proxy,  shall have 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.  At such adjourned
meeting at which a quorum shall be present or  represented,  any business may be
transacted  which  might  have been  transacted  at the  meeting  as  originally
noticed.  If the  adjournment  is for more  than  thirty  days,  or if after the
adjournment  a new record date is fixed for the adjourned  meeting,  a notice of
the adjourned meeting shall be given to each stockholder entitled to vote at the
meeting.

         Section 5.  Election of  Directors.  Only persons who are  nominated in
accordance  with the  procedures set forth in these Bylaws shall be eligible for
election  as  Directors.  Nominations  of persons  for  election to the Board of
Directors of the  Corporation  may be made at a meeting of stockholders at which
directors  are to be  elected  only (i) by or at the  direction  of the Board of
Directors or (ii) by any stockholder of the Corporation entitled to vote for the
election of Directors at the meeting who complies with the notice procedures set
forth in this  Section 5. Such  nominations,  other than those made by or at the
direction of the Board of  Directors,  shall be made by timely notice in writing
to the Secretary of the Corporation.  To be timely, a stockholder's notice shall
be delivered or mailed to and received at the principal executive offices of the
Corporation  not less than  ninety  (90) days prior to the date of the  meeting;
provided,  however,  that in the event that less than one  hundred  (100)  days'
notice  or  prior  disclosure  of the  date of the  meeting  is given or made to
stockholders,  notice by the  stockholder  to be timely must be so received  not
later than the close of business on the 10th day following the day on which such
notice of the date of the meeting was mailed or such public disclosure was made.
Such  stockholder's  notice  shall  set forth  (i) as to each  person  whom such
stockholder  proposes to nominate for election or reelection as a Director,  all
information  relating  to  such  person  that is  required  to be  disclosed  in
solicitations of proxies for election of directors, or is otherwise required, in
each case pursuant to Regulation 14A under the Securities  Exchange Act of 1934,
as amended  (including such person's written consent to being named in the proxy
statement as a nominee and to serving as a director if elected);  and (ii) as to
the  stockholder  giving the notice (x) the name and address,  as they appear on
the  Corporation's  books,  of such  stockholder and (y) the class and number of
shares of the  Corporation's  capital stock that are beneficially  owned by such
stockholder.  At the request of the Board of Directors  any person  nominated by
the Board of Directors for election as a Director shall furnish to the Secretary
of the Corporation that information  required to be set forth in a stockholder's
notice of nomination which pertains to the nominee.  No person shall be eligible
for election as a Director of the  Corporation  unless  nominated in  accordance
with the  provisions of this Section 5. The Officer of the  Corporation or other
person presiding at the meeting shall, if the facts so warrant, determine that a
nomination  was not made in accordance  with such  provisions  and, if he or she
shall so determine,  he or she shall so declare to the meeting and the defective
nomination shall be disregarded.

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<PAGE>

Bylaws Of Monterey Bay Bancorp, Inc., Continued

         Section 6. Voting. Unless otherwise required by law, the Certificate of
Incorporation  or these  Bylaws,  any  question  brought  before any  meeting of
stockholders  shall be decided by the vote of the  holders of a majority  of the
stock  represented  and entitled to vote  thereat  (after  giving  effect to the
provisions of Article FOURTH of the Corporation's Certificate of Incorporation).
Each stockholder  represented at a meeting of stockholders  shall be entitled to
cast one vote for each share of the capital stock  entitled to vote thereat held
by such stockholder  (after giving effect to the provisions of Article FOURTH of
the  Corporation's  Certificate  of  Incorporation).  Such  votes may be cast in
person or by proxy but no proxy  shall be voted on or after six months  from its
date, unless such proxy provides for a longer period. The Board of Directors, in
its  discretion,  or the officer of the  Corporation  presiding  at a meeting of
stockholders, in his discretion, may require that any votes cast at such meeting
shall be cast by written ballot.

         Section  7.  Consent of  Stockholders  in Lieu of  Meeting.  Any action
required or permitted to be taken by the stockholders of the Corporation must be
effected at an annual or special  meeting of stockholders of the Corporation and
may not be effected by any consent in writing by such stockholders.

         Section 8. List of  Stockholders  Entitled to Vote.  The officer of the
Corporation who has charge of the stock ledger of the Corporation  shall prepare
and make,  at least ten days before every  meeting of  stockholders,  a complete
list  of  the  stockholders  entitled  to  vote  at  the  meeting,  arranged  in
alphabetical  order,  and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open to
the  examination  of any  stockholder,  for any purpose  germane to the meeting,
during ordinary  business hours,  for a period of at least ten days prior to the
meeting,  at the principal place of business of the Corporation.  The list shall
also be produced and kept at the time and place of the meeting  during the whole
time thereof,  and may be inspected by any stockholder of the Corporation who is
present.

         Section 9. Stock Ledger.  The stock ledger of the Corporation  shall be
the only evidence as to who are the  stockholders  entitled to examine the stock
ledger,  the list  required by Section 8 of this  Article II or the books of the
Corporation, or to vote in person or by proxy at any meeting of stockholders.

                                       3
<PAGE>

Bylaws Of Monterey Bay Bancorp, Inc., Continued

         Section   10.   Stockholder   Proposals.   At  an  annual   meeting  of
stockholders, only such new business shall be conducted, and only such proposals
shall be acted upon, as shall have been properly brought before the meeting. For
any new business proposed by management to be properly brought before the annual
meeting such new business  shall be approved by the Board of  Directors,  either
directly  or  through  its  approval  of proxy  solicitation  materials  related
thereto,  and shall be stated in  writing  and filed with the  Secretary  of the
Corporation  at least 60 days  before  the date of the annual  meeting,  and all
business  so  stated,  proposed  and filed  shall be  considered  at the  annual
meeting.  Any  stockholder may make any other proposal at the annual meeting and
the same may be discussed and considered, but unless properly brought before the
meeting such proposal shall not be acted upon at the meeting.  For a proposal to
be properly  brought before an annual meeting by a stockholder,  the stockholder
must have  given  timely  notice  thereof in  writing  to the  Secretary  of the
Corporation.  To be timely,  a  stockholder's  notice  must be  delivered  to or
received at the principal  executive  offices of the Corporation,  not less than
120 calendar days in advance of the date the  Corporation's  proxy  statement is
released to  stockholders  in connection with the previous year's annual meeting
of  stockholders,  except  that,  if no annual  meeting was held in the previous
years or if the date of the  annual  meeting  has been  changed  by more than 30
calendar  days from the date  contemplated  at the time of the  previous  year's
proxy  statement,  notice by the stockholder to be timely must be so received no
later than the close of business on the 10th day following the day on which such
notice of the date of the annual meeting was mailed.  A stockholder's  notice to
the  Secretary  shall set forth as to each  matter the  stockholder  proposes to
bring before the annual meeting (a) a brief  description of the proposal desired
to be  brought  before  the  annual  meeting,  (b) the name and  address  of the
stockholder  proposing such business,  and (c) the class and number of shares of
the Corporation  which are owned of record by the  stockholder.  Notwithstanding
anything in the Bylaws to the  contrary,  no business  shall be  conducted at an
annual  meeting  except  in  accordance  with the  procedures  set forth in this
Section 10.


                                  ARTICLE III
                                    DIRECTORS

         Section 1. Number and Election of Directors.

         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 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 next subsequent annual meeting of stockholders, the term of office
of the second  class to expire at the annual  meeting of  stockholders  one year
thereafter  and the term of office of the  third  class to expire at 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  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 so that the number of Directors in each class
is  reasonably  equal in number,  with each Director to hold office until his or
her successor shall have been duly elected and qualified.

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<PAGE>

Bylaws Of Monterey Bay Bancorp, Inc., Continued

         B. Subject to the rights of holders of any series of Preferred Stock or
other   applicable   Corporation   security   outstanding,   the  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  chosen  expires.  No  decrease  in  the  number  of  Directors
constituting  the Board of  Directors  shall  shorten the term of any  incumbent
Director.

         Section  2.  Vacancies.   Vacancies  and  newly  created  directorships
resulting from any increase in the authorized  number of Directors may be filled
after  affirmative  vote of a majority of the directors  then in office,  though
less than a quorum, or by a sole remaining director, and the directors so chosen
shall hold office until the next annual election and until their  successors are
duly elected and qualified, or until their earlier resignation or removal.

         Section 3.  Removal of  Directors.  Subject to the rights of holders of
any series of preferred  stock then  outstanding,  any  Director,  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 percent of the
voting  power  of all  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  the  Corporation's
Certificate of Incorporation), voting together as a single class.

         Section 4. Retirement of Directors.  All Directors must retire from the
Board of  Directors  no later than  December 31 of the year in which they attain
the age of 73.

         Section 5. Stock Ownership  Requirement.  A Director is expected to own
at least 5,000 shares of MBBC stock within 3 years of initial appointment to the
Board. At least 1,000 shares of this 5,000 total must be acquired through direct
purchase, within the first year of appointment. No Director may be nominated for
an additional term on the Board of Directors without meeting these requirements.

         Section 6.  Confidentiality  Requirements.  All Directors within thirty
days of  election  must sign a  Confidentiality  Agreement  as  proposed  by the
Corporation  whereby the Director agrees to maintain the  confidentiality of all
Corporation information not available to the general public.

         Section 7. Duties and Powers.  The business 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 by the  Certificate  of  Incorporation  or by  these  Bylaws
directed or required to be exercised or done by the stockholders.

                                       5
<PAGE>

Bylaws Of Monterey Bay Bancorp, Inc., Continued

         Section 8. Regular Meetings.  The Board of Directors of the Corporation
may hold regular  meetings  either  within or without the State of Delaware,  at
such time and at such place as may from time to time be determined by a majority
vote of the Board of Directors in scheduling such regular meetings.

         Section 9. Special Meetings. Special meetings of the Board of Directors
may be called by one-third  (1/3) of the Directors then in office (rounded up to
the nearest whole number),  by the Chairman of the Board,  or the  Corporation's
President,  and shall be held at such place,  on such date,  and at such time as
they, or he or she, shall fix. Notice of the place,  date, and time of each such
special meeting shall be given each Director by whom it is not waived by mailing
written notice not less than five (5) days before the meeting or by telegraphing
or telexing or electronic  mailing or by facsimile  transmission of the same not
less than forty-eight (48) hours before the meeting.  Unless otherwise indicated
in the notice  thereof,  any and all  business  may be  transacted  at a special
meeting.

         Section 10. Quorum. Except as may be otherwise specifically provided by
law, the Certificate of  Incorporation  or these Bylaws,  at all meetings of the
Board of Directors, a majority of the entire Board of Directors shall 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.  If a quorum shall not be present at any meeting of the
Board 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.

         Section  11.  Actions  of  Board.  Unless  otherwise  provided  by  the
Certificate of Incorporation  or these Bylaws,  any action required or permitted
to be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting,  if all the members of the Board of Directors or
committee,  as the case may be, consent  thereto in writing,  and the writing or
writings are filed with the minutes of  proceedings of the Board of Directors or
committee.

         Section 12. Meetings by Means of Conference  Telephone.  Members of the
Board of Directors are required to participate in regular meetings of such Board
by being  physically  present  in person at a minimum  of  three-fourths  of the
Corporation's  regular  meetings  scheduled  within a  calendar  year.  Physical
attendance in person for at least  three-fourths of the Board's regular meetings
within a calendar year shall be a requirement  for a director to be qualified to
serve as a director  and the  failure of a director to remain so  qualified  may
result in the director not being renominated by the Board of Directors.

                                       6
<PAGE>

Bylaws Of Monterey Bay Bancorp, Inc., Continued

         In the event of an  emergency  resulting  from an attack on the  United
Sates or any such  emergency as defined in Section 110 of the  Delaware  General
Corporation Law, the requirement for a director's  physical  presence at regular
meetings of the Board of Directors may be waived.

         Members of the Board of Directors may  participate in special  meetings
(as defined in Article II, Section 3), or any Board committee meeting,  by means
of conference telephone, or similar communications equipment,  through which all
persons  participating  in the meeting can hear each other.  Such  participation
shall constitute presence in person at such special or committee meeting.

         Section 13.  Committees.  The Board of  Directors  may,  by  resolution
passed by a majority of the entire  Board of  Directors,  designate  one or more
committees,  each  committee  to consist of one or more of the  directors of the
Corporation.  The Board of  Directors  may  designate  one or more  directors as
alternate  members of any committee,  who may replace any absent or disqualified
member at any meeting of any such committee.  In the absence or disqualification
of a member of a committee,  and in the absence of a designation by the Board of
Directors of an alternate  member to replace the absent or disqualified  member,
the member or members thereof present at any meeting and not  disqualified  from
voting,  whether or not he or they constitute a quorum, may unanimously  appoint
another  member of the Board of  Directors to act at the meeting in the place of
any absent or disqualified  member. Any committee,  to the extent allowed by law
and provided in the resolution  establishing such committee,  shall have and may
exercise  all  the  powers  and  authority  of the  Board  of  Directors  in the
management of the business and affairs of the Corporation.  Each committee shall
keep regular minutes and report to the Board of Directors when required.

         Section 14. Nominating Committee.  The Board of Directors shall appoint
a  Nominating  Committee  of the  Board,  consisting  of not less than three (3)
members.  The  Nominating  Committee  shall  have  authority  (a) to review  any
nominations  for election to the Board of Directors made by a stockholder of the
Corporation  pursuant  to Section 5 of  Article  II of these  Bylaws in order to
determine  compliance  with such Bylaws and (b) to  recommend to the whole Board
nominees  for election to the Board of Directors  (i) to replace  Directors  who
have resigned or have been removed,  (ii)  Directors for new  directorships,  or
(iii) those  Directors  whose terms expire at the annual meeting of stockholders
next ensuing.

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<PAGE>

Bylaws Of Monterey Bay Bancorp, Inc., Continued

         Section 15.  Compensation.  Directors may be reimbursed their expenses,
if any, of  attendance  at each regular,  special,  or committee  meeting of the
Board of Directors as  determined  by the Board of Directors  from time to time.
Directors may also be paid a fixed sum for attendance at each regular,  special,
or committee meeting of the Board of Directors or a stated salary as Director as
determined  by the  Board of  Directors  from time to time.  Directors  may also
receive such other forms of compensation,  including, but not limited to, shares
of Corporation stock or Corporation stock options, as the Board of Directors may
determine  from  time to  time.  The  Board  of  Directors  may  also  determine
additional  compensation  for specific  Director  services,  including,  but not
limited to, serving as Chairman, Vice Chairman, or a committee chairman. No such
compensation   of  any  type  shall  preclude  any  Director  from  serving  the
Corporation in any other capacity and receiving compensation therefor.

         Section 16. Interested  Directors.  No contract or transaction  between
the  Corporation  and one or more of its  directors or officers,  or between the
Corporation  and any  other  corporation,  partnership,  association,  or  other
organization  in which one or more of its directors or officers are directors or
officers,  or have a financial  interest,  shall be void or voidable  solely for
this  reason,  or solely  because  the  director  or  officer  is  present at or
participates in the meeting of the Board of Directors or committee thereof which
authorizes the contract or transaction, or solely because his or their votes are
counted  for  such  purpose  if (i)  the  material  facts  as to  his  or  their
relationship  or interest and as to the contract or transaction are disclosed or
are known to the Board of Directors or the committee, and the Board of Directors
or  committee  in good faith  authorizes  the  contract  or  transaction  by the
affirmative votes of a majority of the disinterested directors,  even though the
disinterested  directors be less than a quorum; or (ii) the material facts as to
his or their  relationship or interest and as to the contract or transaction are
disclosed or are known to the  stockholders  entitled to vote  thereon,  and the
contract or  transaction is  specifically  approved in good faith by vote of the
stockholders; or (iii) the contract or transaction is fair as to the Corporation
as of  the  time  it is  authorized,  approved  or  ratified,  by the  Board  of
Directors,  a  committee  thereof  or the  stockholders.  Common  or  interested
directors may be counted in determining the presence of a quorum at a meeting of
the Board of  Directors  or of a  committee  which  authorizes  the  contract or
transaction.


                                   ARTICLE IV
                                    OFFICERS

         Section 1. General.  The officers of the Corporation shall be chosen by
the Board of Directors and shall include at least a President, a Secretary,  and
a Chief Financial Officer. The Board of Directors,  in its discretion,  may also
choose a Chairman of the Board of Directors  (who must be a Director) and one or
more Vice Chairmen, Vice Presidents,  Assistant Secretaries, and other officers.
Any  number  of  offices  may be  held  by the  same  person,  unless  otherwise
prohibited  by law,  the  Certificate  of  Incorporation  or these  Bylaws.  The
officers of the Corporation  need not be  stockholders  of the Corporation  nor,
except in the case of the Chairman and Vice  Chairman of the Board of Directors,
need such officers be Directors of the Corporation.

                                       8
<PAGE>

Bylaws Of Monterey Bay Bancorp, Inc., Continued

         Section 2.  Election.  The Board of Directors at its first meeting held
after each  Annual  Meeting of  Stockholders  shall  elect the  officers  of the
Corporation  who shall hold their offices for such terms and shall exercise such
powers and perform such duties as shall be  determined  from time to time by the
Board of Directors;  and all officers of the Corporation shall hold office until
their successors are chosen and qualified, or until their earlier resignation or
removal.  Any officer  elected by the Board of  Directors  may be removed at any
time by the  affirmative  vote of a  majority  of the  Board of  Directors.  Any
vacancy  occurring in any office of the Corporation shall be filled by the Board
of Directors. The compensation of all officers of the Corporation shall be fixed
by the Board of Directors.

         Section  3.  Voting  Securities  Owned by the  Corporation.  Powers  of
attorney,  proxies, waivers of notice of meeting, consents and other instruments
relating to securities  owned by the  Corporation may be executed in the name of
and on behalf of the Corporation by the President,  Chief Financial Officer,  or
any Vice President and any such officer may, in the name of and on behalf of the
Corporation, take all such action as any such officer may deem advisable to vote
in person or by proxy at any meeting of security  holders of any  corporation in
which the  Corporation  may own securities and at any such meeting shall possess
and may exercise any and all rights and power  incident to the ownership of such
securities and which, as the owner thereof, the Corporation might have exercised
and possessed if present.  The Board of Directors may, by resolution,  from time
to time confer like powers upon any other person or persons.

         Section 4.  Chairman  of the Board of  Directors.  The  Chairman of the
Board of  Directors,  if there be one,  shall  preside  at all  meetings  of the
stockholders and of the Board of Directors. Except where by law the signature of
the President is required,  the Chairman of the Board of Directors shall possess
the same power as the President to sign all  contracts,  certificates  and other
instruments  of  the  Corporation  which  may be  authorized  by  the  Board  of
Directors.  During the absence or disability of the  President,  the Chairman of
the Board of  Directors  shall  exercise  all the powers and  discharge  all the
duties of the  President.  The  Chairman  of the Board of  Directors  shall also
perform  such other  duties and may  exercise  such other powers as from time to
time may be assigned to him by these Bylaws or by the Board of Directors.

         Section 5. President.  The President  shall,  subject to the control of
the  Board of  Directors  and,  if there be one,  the  Chairman  of the Board of
Directors, have general supervision of the business of the Corporation and shall
see that all orders and  resolutions  of the Board of Directors are carried into
effect. He shall execute all bonds,  mortgages,  contracts and other instruments
of the Corporation  requiring a seal, under the seal of the Corporation,  except
where  required or  permitted  by law to be  otherwise  signed and  executed and
except that the other officers of the Corporation may sign and execute documents
when so authorized by these Bylaws, the Board of Directors or the President.  In
the absence or disability of the Chairman of the Board of Directors, or if there
be none, the President shall preside at all meetings of the stockholders and the
Board of Directors.  The President  shall also perform such other duties and may
exercise  such other powers as from time to time may be assigned to him by these
Bylaws or by the Board of Directors.

                                       9
<PAGE>

Bylaws Of Monterey Bay Bancorp, Inc., Continued

         Section 6. Vice  Presidents.  At the request of the President or in his
absence or in the event of his  inability  or refusal to act (and if there be no
Chairman of the Board of Directors), the Chief Financial Officer, Vice President
or the Vice Presidents if there is more than one (in the order designated by the
Board of  Directors)  shall  perform  the duties of the  President,  and when so
acting, shall have all the powers of and be subject to all the restrictions upon
the President. The Chief Financial Officer and each Vice President shall perform
such other duties and have such other powers as the Board of Directors from time
to time may  prescribe.  If there be no Chairman of the Board of  Directors,  no
Chief Financial  Officer,  and no Vice  President,  the Board of Directors shall
designate the officer of the Corporation who, in the absence of the President or
in the event of the inability or refusal of the President to act,  shall perform
the duties of the  President,  and when so acting,  shall have all the powers of
and be subject to all the restrictions upon the President.

         Section 7.  Secretary.  The  Secretary  shall  attend all  regular  and
special  meetings of the Board of Directors and all meetings of stockholders and
record  all the  proceedings  thereat  in a book or  books  to be kept  for that
purpose;  the  Secretary  shall  also  perform  like  duties  for  the  standing
committees when required. The Secretary shall give, or cause to be given, notice
of all  meetings  of the  stockholders  and  special  meetings  of the  Board of
Directors, and shall perform such other duties as may be prescribed by the Board
of Directors or President, under whose supervision he shall be. If the Secretary
shall be unable or shall  refuse to cause to be given  notice of all meetings of
the stockholders and special meetings of the Board of Directors, and if there be
no Assistant Secretary,  then either the Board of Directors or the President may
choose  another  officer to cause such notice to be given.  The Secretary  shall
have custody of the seal of the  Corporation  and the Secretary or any Assistant
Secretary,  if there  be one,  shall  have  authority  to affix  the same to any
instrument requiring it and when so affixed, it may be attested by the signature
of the Secretary or by the signature of any such Assistant Secretary.  The Board
of Directors  may give general  authority to any other officer to affix the seal
of the  Corporation  and to attest the affixing by his signature.  The Secretary
shall see that all books, reports, statements,  certificates and other documents
and records  required by law to be kept or filed are properly kept or filed,  as
the case may be.

         Section 8. Chief Financial  Officer.  The Chief Financial Officer shall
have the custody of the corporate  funds and  securities and shall keep full and
accurate  accounts of  receipts  and  disbursements  in books  belonging  to the
Corporation and shall deposit all moneys and other valuable  effects in the name
and to the credit of the  Corporation in such  depositories as may be designated
by the Board of Directors.  The Chief Financial Officer shall disburse the funds
of the  Corporation  as may be ordered by the Board of Directors,  taking proper
vouchers for such disbursements, and shall render to the President and the Board
of  Directors,  at its  regular  meetings,  or when the  Board of  Directors  so
requires,  an account of all his transactions as Chief Financial  Officer and of
the  financial  condition  of the  Corporation.  If  required  by the  Board  of
Directors, the Chief Financial Officer 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.

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Bylaws Of Monterey Bay Bancorp, Inc., Continued

         Section 9. Assistant  Secretaries.  Except as may be otherwise provided
in these  Bylaws,  Assistant  Secretaries,  if there be any,  shall perform such
duties and have such  powers as from time to time may be assigned to them by the
Board of  Directors,  the  President,  the  Chief  Financial  Officer,  any Vice
President,  if  there  be  one,  or the  Secretary,  and in the  absence  of the
Secretary or in the event of his disability or refusal to act, shall perform the
duties of the Secretary, and when so acting, shall have all the powers of and be
subject to all the restrictions upon the Secretary.

         Section  10.  Other  Officers.  Such  other  officers  as the  Board of
Directors may choose shall perform such duties and have such powers as from time
to time  may be  assigned  to them by the  Board  of  Directors.  The  Board  of
Directors  may  delegate to any other  officer of the  Corporation  the power to
choose such other officers and to prescribe their respective duties and powers.


                                   ARTICLE V
                                      STOCK

         Section  1.  Form  of  Certificates.  Every  holder  of  stock  in  the
Corporation  shall be entitled to have a certificate  signed, in the name of the
Corporation  (i) by the Chairman of the Board of Directors,  the President,  the
Chief  Financial  Officer,  or a Vice President and (ii) by the Treasurer or the
Secretary or an Assistant Secretary of the Corporation, certifying the number of
shares owned by him in the Corporation.

         Section 2.  Signatures.  Where a certificate is  countersigned by (i) a
transfer agent other than the  Corporation or its employee,  or (ii) a registrar
other  than  the  Corporation  or  its  employee,  any  other  signature  on the
certificate may be a facsimile. In case any officer, transfer agent or registrar
who has signed or whose  facsimile  signature has been placed upon a certificate
shall have ceased to be such officer,  transfer  agent or registrar  before such
certificate is issued,  it may be issued by the Corporation with the same effect
as if he were such officer, transfer agent or registrar at the date of issue.

         Section 3. Lost  Certificates.  The Board of Directors may direct a new
certificate to 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 of stock to be
lost, stolen or destroyed. When authorizing such issue of a new certificate, the
Board of Directors 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 the Board of Directors 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.

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Bylaws Of Monterey Bay Bancorp, Inc., Continued

         Section 4. Transfers. Stock of the Corporation shall be transferable in
the manner  prescribed by law and in these  Bylaws.  Transfers of stock shall be
made on the books of the Corporation only by the person named in the certificate
or by his attorney lawfully constituted in writing and upon the surrender of the
certificate therefor,  which shall be canceled before a new certificate shall be
issued.

         Section 5. Record Date. In order that the Corporation may determine the
stockholders  entitled to notice of or to vote at any meeting of stockholders or
any adjournment  thereof,  or entitled to express consent to corporate action in
writing  without a meeting,  or entitled to receive  payment of any  dividend or
other  distribution  or  allotment  of any rights,  or entitled to exercise  any
rights in respect of any change,  conversion  or  exchange of stock,  or for the
purpose of any other lawful action,  the Board of Directors may fix, in advance,
a record  date,  which  shall not be more than sixty days nor less than ten days
before  the date of such  meeting,  nor more than  sixty days prior to any other
action.  A  determination  of stockholders of record entitled to notice of or to
vote at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting.

         Section 6.  Beneficial  Owners.  The  Corporation  shall be entitled to
recognize the exclusive  right of a person  registered on its books as the owner
of  shares to  receive  dividends,  and to vote as such  owner  (subject  to the
provisions of the  Certificate of  Incorporation),  and to hold liable for calls
and  assessments a person  registered  on its books as the owner of shares,  and
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,  whether or not it shall
have express or other notice thereof, except as otherwise provided by law.


                                   ARTICLE VI
                                     NOTICES

         Section 1.  Notices.  Whenever  written  notice is required by law, the
Certificate  of  Incorporation  or these  Bylaws,  to be given to any  director,
member  of a  committee  or  stockholder,  such  notice  may be  given  by mail,
addressed to such director, member of a committee or stockholder, at his address
as it appears on the records of the  Corporation,  with postage thereon prepaid,
and such  notice  shall be deemed to be given at the time when the same shall be
deposited in the United States mail. Written notice may also be given personally
or by telegram, telex, electronic mail, or cable.

         Section 2.  Waivers of Notice.  Whenever any notice is required by law,
the Certificate of Incorporation  or these Bylaws,  to be given to any director,
member of a committee or stockholder,  a waiver thereof in writing,  signed,  by
the person or persons entitled to said notice,  whether before or after the time
stated therein, shall be deemed equivalent thereto.

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Bylaws Of Monterey Bay Bancorp, Inc., Continued

                                  ARTICLE VII
                               GENERAL PROVISIONS

         Section  1.  Dividends.   Dividends  upon  the  capital  stock  of  the
Corporation,  subject to the provisions of the Certificate of Incorporation,  if
any,  may be  declared  by the Board of  Directors  at any  regular  or  special
meeting,  and may be paid in cash,  in  property,  or in shares  of the  capital
stock.  Before payment of any dividend,  there may be set aside out of any funds
of the  Corporation  available  for  dividends  such sum or sums as the Board of
Directors  from time to time,  in its  absolute  discretion,  deems  proper as a
reserve or reserves to meet contingencies,  or for equalizing dividends,  or for
repairing  or  maintaining  any property of the  Corporation,  or for any proper
purpose, and the Board of Directors may modify or abolish any such reserve.

         Section 2. Disbursements.  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 3. Fiscal  Year.  The fiscal year of the  Corporation  shall be
fixed by resolution of the Board of Directors.

         Section 4.  Corporate  Seal.  The corporate  seal shall have  inscribed
thereon the name of the  Corporation,  the year of its organization and the word
"Delaware."  The seal may be used by  causing  it or a  facsimile  thereof to be
impressed or affixed or reproduced or otherwise.

         Section 5. 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.


                                  ARTICLE VIII
                                   AMENDMENTS

         Section 1. The Board of  Directors  is  expressly  empowered  to adopt,
amend or repeal Bylaws of the Corporation.  Any adoption, amendment or repeal of
the  Bylaws 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  Bylaws  of the  Corporation;  provided,
however,  that, if the stockholders act to adopt, amend or repeal the Bylaws, in
addition  to any vote of the  holders  of any  class or  series of stock of this
Corporation   required   by  law  or  by  the   Corporation's   Certificate   of
Incorporation, the affirmative vote of the holders of at least 80 percent 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  of  the  Corporation's
Certificate  of  Incorporation),  voting  together as a single  class,  shall be
required  to  adopt,  amend  or  repeal  any  provisions  of the  Bylaws  of the
Corporation.

         Section 2. Entire Board of Directors.  As used in this Article VIII and
in these Bylaws generally,  the term "entire Board of Directors" means the total
number of Directors which the Corporation would have if there were no vacancies.

                                       13