**Exhibit 3.1**

**AMENDED AND RESTATED BYLAWS**

**OF**

**PLACER SIERRA BANCSHARES**

**A California Corporation**

Amended and Restated as of May 31, 2006 

TABLE OF CONTENTS 

 
      **Page**ARTICLE I. Offices  3        Section 1.  Principal Office.  3        Section 2.  Other Offices.  3ARTICLE II. Meetings of Shareholders  3        Section 3.  Place of Meetings.  3        Section 4.  Annual Meetings.  3        Section 5.  Special Meetings.  3        Section 6.  Notice of Shareholders’ Meetings.  4        Section 7.  Quorum.  4        Section 8.  Adjourned Meeting.  5        Section 9.  Waiver or Consent by Shareholders.  5        Section 10.  Action Without Meeting.  5        Section 11.  Voting Rights.  5        Section 12.  Proxies.  6        Section 13.  Voting by Joint Holders or Proxies.  6        Section 14.  Inspectors of Election.  7        Section 15.  Shareholder Proposals.  7ARTICLE III. Directors; Management  8        Section 16.  Powers.  8        Section 17.  Number and Qualification of Directors.  8        Section 18.  Election and Term of Office.  9        Section 19.  Removal of Directors.  9        Section 20.  Vacancies.  9        Section 21.  Place of Meetings.  10        Section 22.  Organizational Meetings.  10        Section 23.  Other Regular Meetings.  10        Section 24.  Special Meetings.  10        Section 25.  Quorum.  10        Section 26.  Contents of Notice and Waiver of Notice.  11        Section 27.  Adjournment.  11        Section 28.  Notice of Adjournment.  11        Section 29.  Telephone Participation.  11        Section 30.  Action Without Meeting.  11        Section 31.  Fees and Compensation.  11
 

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        Section 32.
  Audit Committee.  11
        Section 33.
  Compensation Committee.  11
        Section 34.
  Nominating and Corporate Governance Committee.  12
ARTICLE IV. Officers
  12
        Section 35.
  Officers.  12
        Section 36.
  Election.  12
        Section 37.
  Subordinate Officers.  12
        Section 38.
  Removal and Resignation.  13
        Section 39.
  Vacancies.  13
        Section 40.
  Chairman of the Board.  13
        Section 41.
  President.  13
        Section 42.
  Vice President.  13
        Section 43.
  Secretary.  13
        Section 44.
  Chief Financial Officer.  14
ARTICLE V. General Corporate Matters
  14
        Section 45.
  Record Date and Closing of Stock Books.  14
        Section 46.
  Corporate Records and Inspection by Shareholders.  15
        Section 47.
  Checks, Drafts, Evidences of Indebtedness.  15
        Section 48.
  Corporate Contracts and Instruments; How Executed.  15
        Section 49.
  Stock Certificates.  16
        Section 50.
  Lost Certificates.  16
        Section 51.
  Reports to Shareholders.  16
        Section 52.
  Indemnity of Officers, Directors, etc.  16
        Section 53.
  Fiscal Year.  16
        Section 54.
  Construction and Definitions.  16
ARTICLE VI. Amendments
  17
        Section 55.
  Power to Amend.  17
        Section 56.
  Amendment Affecting Election of Directors.  17
 

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**AMENDED AND RESTATED BYLAWS**

**OF**

**PLACER SIERRA BANCSHARES**

(A California Corporation) 

ARTICLE I.

Offices

Section 1. Principal Office. The Board of Directors shall fix the location of the principal executive office of the corporation at any place within or outside the State of California. If the principal executive office is locatedoutside such state and the corporation has one or more business offices in such state, then the Board of Directors shall fix and designate a principal business office in the State of California. 

The location of the principal executive office of the corporation shall be 525 J Street, Sacramento, California 95814, until changed by a resolution ofthe Board of Directors. 

Section 2. Other Offices. One or more branches or other subordinate offices may at any time be fixedand located by the Board of Directors at such place or places within or without the State of California as it deems appropriate. 

ARTICLEII. 

Meetings of Shareholders 

Section 3. Place of Meetings. Meetings of the shareholders shall be held at any place within the State of California that may be designated by the Board of Directors in accordance with these Amended and Restated Bylaws. If nosuch designation is made, the meetings shall be held at the principal office of the corporation. 

Section 4. Annual Meetings.The annual meeting of the shareholders shall be held on the third Tuesday of May of each year. The exact date and time of such annual meeting shall be fixed by resolution of the Board of Directors; provided, however, that should such day fall on alegal holiday, then the meeting shall be held on the next succeeding business day, at which time the shareholders shall elect a Board of Directors, consider reports of the affairs of the corporation, and transact such other business as may properlybe brought before the meeting. 

If the annual meeting of shareholders shall not be held during the time above specified, the Board ofDirectors shall cause such a meeting to be held as soon thereafter as convenient and any business transacted or election held at such meeting shall be as valid as if transacted or held at an annual meeting during the time above specified.

Section 5. Special Meetings. Special meetings of the shareholders, for any purpose or purposes whatsoever, may be called atany time by a majority of the Board of Directors, the Chairman of the Board of Directors, the President, or by holders of shares entitled to cast not less than ten percent (10%) of the votes at the meeting. 

 

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Section 6. Notice of Shareholders’ Meetings. Whenever shareholders are required orpermitted to take any action at a meeting, a written notice of the meeting shall be given not less than 10 (or, if sent by third class mail, 30) nor more than 60 days before the date of the meeting to each shareholder entitled to vote thereat. Suchnotice shall state the place, date and hour of the meeting and (1) in the case of a special meeting, the general nature of the business to be transacted, and no other business may be transacted, or (2) in the case of the annual meeting,those matters which the Board of Directors, at the time of the mailing of the notice, intends to present for action by the shareholders, but, subject to the provisions of Section 601(f) of the California Corporations Code, any proper matter maybe presented at the meeting for such action. The notice of any meeting at which directors are to be elected shall include the names of nominees intended at the time of the notice to be presented by management for election. 

Notice of a shareholders’ meeting shall be given either personally or by first class mail, or, if the corporation has outstanding shares held ofrecord by 500 or more persons (determined as provided in Section 605 of the California Corporations Code) on the record date for the shareholders’ meeting, notice may be sent by third class mail or other means of written communication,addressed to the shareholder at the address of such shareholder appearing on the books of the corporation or given by the shareholder to the corporation for the purpose of notice; or if no such address appears or is given, at the place where theprincipal office of the corporation is located. The notice shall be deemed to have been given at the time when delivered personally or deposited in the mail or sent by other means of written communication. 

If any notice addressed to the shareholder at the address of such shareholder appearing on the books of the corporation is returned to the corporation bythe United States Postal Service marked to indicate that the United States Postal Service is unable to deliver the notice to the shareholder at such address, all future notices shall be deemed to have been duly given without further mailing if thesame shall be available for the shareholder upon written demand of the shareholder to the principal office of the corporation for a period of one year from the date of the giving of the notice to all other shareholders. 

Upon request in writing to the Chairman of the Board of Directors, the President, or the Secretary by any person entitled to call a special meeting ofshareholders, the officer forthwith shall cause notice to be given to the shareholders entitled to vote that a meeting will be held at a time requested by the person or persons calling the meeting, not less than 35 nor more than 60 days after thereceipt of the request. 

Section 7. Quorum. The presence at any meeting, in person or by proxy, of persons entitled to vote amajority of the voting shares of the corporation shall constitute a quorum for the transaction of business. Shareholders present at a valid meeting at which a quorum is initially present may continue to do business until adjournment notwithstandingthe withdrawal of enough shareholders to leave less than a quorum, if any action taken (other than adjournment or as otherwise provided in the Amended and Restated Articles of Incorporation or these Amended and Restated Bylaws) is approved by atleast a majority of the shares required to constitute a quorum. 

 

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Section 8. Adjourned Meeting. Any annual or special shareholders’ meeting may beadjourned from time to time, even though a quorum is not present, by vote of the holders of a majority of the voting shares present at the meeting either in person or by proxy, provided that in the absence of a quorum, no other business may betransacted at the meeting except as provided in Section 7 of these Amended and Restated Bylaws. 

Notice need not be given of theadjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting, any business may be transacted which might have been transacted at the original meeting. If the adjournment isfor more than 45 days or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting. 

Section 9. Waiver or Consent by Shareholders. The transactions of any meeting of shareholders, however called and noticed, and wherever held,are as valid as though had at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy, and if, either before or after the meeting, each of the persons entitled to vote, not present in person or byproxy, signs a written waiver of notice or a consent to the holding of the meeting or an approval of the minutes thereof. All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of themeeting. Attendance of a person at a meeting shall constitute a waiver of notice of and presence at such meeting, except when the person objects, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfullycalled or convened and except that attendance at a meeting is not a waiver of any right to object to the consideration of matters required by Section 6 of these Amended and Restated Bylaws or Section 601(f) of the California CorporationsCode to be included in the notice but not so included, if such objection is expressly made at the meeting. Neither the business to be transacted at nor the purpose of any regular or special meeting of shareholders need be specified in any writtenwaiver of notice, consent to the holding of the meeting or approval of the minutes thereof, except as provided in Section 601(f) of the California Corporations Code. 

Section 10. Action Without Meeting. Except as may be otherwise provided in the Amended and Restated Articles of Incorporation, no action by written consent of shareholders without a meeting shall bepermitted and no such action by written consent shall be valid as approval of any matter by the shareholders. 

Section 11. VotingRights. Only persons in whose names shares entitled to vote stand on the stock records of the corporation at the close of business on the record date fixed by the Board of Directors as provided in Section 46 of these Amended and RestatedBylaws for the determination of shareholders of record shall be entitled to notice of and to vote at such meeting of shareholders. 

Exceptas may be otherwise provided in these Amended and Restated Bylaws, each shareholder entitled to vote shall be entitled to one vote for each share held on each matter 

 

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submitted to a vote of shareholders. Except as may be otherwise provided in these Amended and Restated Bylaws, in theelection of directors, each such shareholder complying with the following paragraph may cumulate such shareholder’s votes and give one candidate a number of votes equal to the number of directors to be elected multiplied by the number of votesto which the shareholder’s shares are normally entitled, or distribute the shareholder’s votes on the same principle among as many candidates as the shareholder thinks fit. 

No shareholder shall be entitled to cumulate votes in favor of any candidate or candidates unless such candidate’ or candidates’ names havebeen placed in nomination prior to the voting and the shareholder has given notice at the meeting prior to the voting of the shareholder’s intention to cumulate the shareholder’s votes. If any one shareholder has given such notice, suchfact shall be announced to all shareholders and proxies present, who may then cumulate their votes for candidates in nomination. 

Votingmay be by voice or ballot, provided that any election of directors must be by ballot upon the demand of any shareholder made at the meeting and before the voting begins. 

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

Notwithstanding anything to the contrary in these Amended and Restated Bylaws, at the time that any outstanding shares of capital stock of thecorporation are listed on the New York Stock Exchange or American Stock Exchange or any outstanding securities of the corporation are listed on the National Market System of the Nasdaq Stock Market (or any successor to that entity), no shareholdershall have the right to cumulate votes in the election of any directors. This restriction on cumulative voting shall become effective at the first election of directors following the date on which outstanding shares of capital stock or securities ofthe corporation are listed on one of the foregoing stock exchanges or markets. 

Section 12. Proxies. Every person entitled tovote shares may authorize another person or persons to act by proxy with respect to such shares. All proxies must be in writing and must be signed by the shareholder confirming the proxy or his or her attorney-in-fact. No proxy shall be valid afterthe expiration of 11 months from the date thereof unless otherwise provided in the proxy. Every proxy continues in full force and effect until revoked by the person executing it prior to the vote pursuant thereto, except as otherwise provided inSection 705 of the California Corporations Code. Such revocation may be effected by a writing delivered to the corporation stating that the proxy is revoked or by a subsequent proxy executed by the person executing the prior proxy and presentedto the meeting, or as to any meeting, by attendance at such meeting and voting in person by the person executing the proxy. The dates contained on the forms of proxy presumptively determine the order of execution, regardless of the postmark dates onthe envelopes in which they are mailed. 

Section 13. Voting by Joint Holders or Proxies. Shares or proxies standing in thenames of two or more persons shall be voted or represented in accordance with the provisions of Section 704 of the California Corporations Code, so that, unless the Secretary of the Corporation is given written notice to the contrary, if onlyone of such persons is present in 

 

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person or by proxy, that person shall have the right to vote all such shares, and all of the shares standing in the namesof such persons shall be deemed to be represented for the purpose of determining a quorum. 

Section 14. Inspectors of Election.In advance of any meeting of shareholders the Board may appoint inspectors of election to act at the meeting and any adjournment thereof. If inspectors of election are not so appointed, or if any persons so appointed fail to appear or refuse to act,the Chairman of any meeting of shareholders may, and on the request of any shareholder or a shareholder’s proxy shall, appoint inspectors of election (or persons to replace those who so fail or refuse) at the meeting. The number of inspectorsshall be either one or three. If appointed at a meeting on the request of one or more shareholders or proxies, the majority of shares represented in person or by proxy shall determine whether one or three inspectors are to be appointed. If there arethree inspectors of election, the decision, act or certificate of a majority is effective in all respects as the decision, act or certificate of all. 

The inspectors of election shall determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum and the authenticity, validity and effect ofproxies; receive votes, ballots or consents; hear and determine all challenges and questions in any way arising in connection with the right to vote; count and tabulate all votes or consents; determine when the polls shall close; determine theresult and do such acts as may be proper to conduct the election or vote with fairness to all shareholders. 

Section 15.Shareholder Proposals. No proposal for a shareholder vote on any matter shall be submitted to the corporation’s shareholders at a meeting of shareholders (whether an annual or special meeting) unless the shareholder submitting suchproposal has submitted to the President of the corporation not less than 60 days prior to the meeting of shareholders a written notice setting forth with particularity (i) the name and address of the shareholder submitting such proposal and allpersons acting in concert with such shareholder; (ii) the name and address of the persons identified in clause (i), as they appear on the corporation’s books (if they so appear); (iii) the class and number of shares of capital stockof the corporation beneficially owned by the persons identified in clause (i); (iv) a description of the proposal containing all material information relating thereto, including, without limitation, the reasons for submitting such proposal; and(v) such other information as the Board of Directors reasonably determines is necessary or appropriate to enable the Board of Directors and shareholders of the corporation to consider such proposal. 

Only persons who are nominated in accordance with the procedures set forth in this Section 15 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 shareholders by or at the direction of the Board of Directors or by any shareholder of the corporation entitled to vote for the election ofdirectors at the meeting who complies with the notice procedures set forth in this Section 15. Such nominations, other than those made by or at the direction of the Board of Directors, shall be made pursuant to timely notice in writing to theSecretary of the corporation. To be timely, a shareholder’s notice shall be delivered to or mailed and received at the principal executive offices of the corporation not less than 60 days nor more than 90 days prior to the meeting; provided,however, that in the event that less than 21 days’ notice 

 

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of the date of the meeting is given to shareholders, notice by the shareholder to be timely must be so received not laterthan the close of business on the 10th day following the day on which such notice of the date of the meeting was mailed. Such shareholder’s notice shall set forth (a) as to each person whom the shareholder proposes to nominate for electionor re-election as a director, (i) the name, age, business address and residence address of each such person; (ii) the principal occupation or employment of each such person; (iii) the class and number of shares of capital stock of thecorporation beneficially owned by each such person; and (iv) any other 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 pursuantto Regulation 14A under the Securities Exchange Act of 1934, as amended (including without limitation such persons’ written consent to being named in the proxy statement as a nominee and to serving as a director if elected); and (b) as tothe shareholder giving the notice, (i) the name and address, as they appear on the corporation’s books, of such shareholder and (ii) the class and number of shares of capital stock of the corporation beneficially owned by suchshareholder. No person shall be eligible for election as a director of the corporation unless nominated in accordance with the procedures set forth in this Section 15. The Chairman of the meeting shall, if the facts warrant, determine that anomination was not made in accordance with the procedures prescribed by the bylaws, and if he should so determine, he shall so declare to the meeting and the defective nomination shall be disregarded. A copy of this paragraph shall be set forth in anotice to shareholders of any annual or special meeting of the shareholders. 

ARTICLE III. 

Directors; Management

Section 16. Powers. Subject to any provisions of the Amended and Restated Articles of Incorporation, of the Amended and Restated Bylaws and of law limiting the powers of the Board of Directors or reserving powers to theshareholders, the Board of Directors shall, directly or by delegation, manage the business and affairs of the corporation and exercise all corporate powers permitted by law. The Board of Directors shall organize and operate the following standingcommittees: Audit, Compensation, Executive and Nominating and Corporate Governance. The Board of Directors may organize and operate any other committees deemed necessary and desirable by the Board of Directors. 

Section 17. Number and Qualification of Directors. The number of directors of the corporation shall be not less than seven (7) and notmore than thirteen (13). The exact number of directors shall be ten (10) until changed, within the limits specified above, by a resolution duly adopted by the Board of Directors or by the shareholders of the corporation. No reduction of theauthorized number of directors shall have the effect of removing any director before his or her term of office expires. 

Nomination forelection of members of the Board of Directors may be made by the Board of Directors or by any shareholder of any outstanding class of capital stock of the corporation entitled to vote for the election of directors. Notice of intention to make anynominations by shareholders shall be made in writing as specified in Section 15 of these 

 

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Amended and Restated Bylaws. Nominations not made in accordance therewith or is otherwise not in accordance with law may,in the discretion of the Chairman of the meeting, be disregarded and upon the Chairman’s instructions, the inspectors of election can disregard all votes cast for each such nominee. 

Section 18. Election and Term of Office. The directors shall be elected annually by the shareholders at the annual meeting of theshareholders; provided, that if for any reason, said annual meeting or an adjournment thereof is not held or the directors are not elected thereat, then the directors may be elected at any special meeting of the shareholders called and held for thatpurpose. The term of office of the directors shall, except as provided in Section 19 of these Amended and Restated Bylaws, begin immediately after their election and shall continue until their respective successors are elected and qualified.

Section 19. Removal of Directors. A director may be removed from office by the Board of Directors if he or she is declared ofunsound mind by an order of court or convicted of a felony. Any or all of the directors may be removed from office without cause by a vote of shareholders holding a majority of the outstanding shares entitled to vote at an election of directors;however, unless the entire Board of Directors is removed, subject to any restriction on cumulative voting in Section 11 of these Amended and Restated Bylaws, an individual director shall not be removed if the votes cast against removal, or notconsenting in writing to such removal (subject to Section 10 of these Amended and Restated Bylaws), would be sufficient to elect such director if voted cumulatively at an election at which the same total number of votes were cast, or, if suchaction is taken by written consent (subject to Section 10 of these Amended and Restated Bylaws), all shares entitled to vote were voted, and the entire number of directors authorized at the time of the director’s most recent election werethen being elected. A director may also be removed from office by the Superior Court of the county in which the principal office is located, at the suit of shareholders holding at least ten percent (10%) of the number of outstanding shares ofany class, in case of fraudulent or dishonest acts or gross abuse of authority or discretion with reference to the corporation, in the manner provided by law. 

Section 20. Vacancies. A vacancy or vacancies on the Board of Directors shall exist on the death, resignation, or removal of any director, or if the authorized number of directors is increased or theshareholders fail to elect the full authorized number of directors. 

Except for a vacancy created by the removal of a director, vacancieson the Board of Directors may be filled by a majority of the remaining directors although less than a quorum, or by a sole remaining director, and each director elected in this manner shall hold office until his or her successor is elected at anannual or special shareholders’ meeting. 

The shareholders may elect a director at any time to fill any vacancy not filled by thedirectors. 

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

 

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Section 21. Place of Meetings. Regular and special meetings of the Board of Directors shallbe held at any place within the State of California that is designated by resolution of the Board or, either before or after the meeting, consented to in writing by all the Board members. If the place of a regular or special meeting is not fixed byresolution or written consents of the Board, it shall be held at the corporation’s principal office. 

Section 22.Organizational Meetings. Immediately following each annual shareholders’ meeting, the Board of Directors shall hold a regular meeting to organize, elect officers, and transact other business. Notice of this meeting shall not be required.

Section 23. Other Regular Meetings. Other regular meetings of the Board of Directors shall be held at least once each calendarquarter at such time and place as the Board of Directors by resolution shall determine. Notice of these regular meetings shall not be required. 

Section 24. Special Meetings. Special meetings of the Board of Directors for any purpose may be called at any time by the Chairman of the Board of Directors, or the President, or any Vice President, or the Secretary, or any twodirectors. 

Special meetings of the Board shall be held upon four days’ notice by mail or 48 hours’ notice delivered personallyor by telephone, including a voice messaging system or other technology designed to record and communicate messages, telegraph, facsimile, electronic mail or other electronic means. Notice by mail shall be deemed to have been given at the time awritten notice is deposited in the United States Mails, postage prepaid. Any other written notice, including facsimile, telegram or electronic mail message, shall be deemed to have been given at the time it is personally delivered to the recipientor is delivered to a common carrier for transmission, or actually transmitted by the person giving the notice by electronic means, to the recipient. Oral notice shall be deemed to have been given at the time it is communicated, in person or bytelephone, including a voice messaging system or other system or technology designed to record or communicate messages, or wireless, to the recipient, including the recipient’s designated voice mailbox or address on such system, or to a personat the office of the recipient who the person giving the notice has reason to believe will promptly communicate it to the recipient. 

Section 25. Quorum. A majority of the authorized number of directors shall constitute a quorum for the transaction of business, except to adjourn a meeting under Section 27 of these Amended and Restated Bylaws. Every actdone or decision made by a majority of the directors present at a meeting at which a quorum is present shall be regarded as the act of the Board of Directors, unless the vote of a greater number is required by law, the Amended and Restated Articlesof Incorporation, or these Amended and Restated Bylaws, and subject to the provisions of Section 310 and Section 317(e) of the California Corporations Code. A meeting at which a quorum is initially present may continue to transact businessnotwithstanding the withdrawal of directors, if any action taken is approved by a majority of the required quorum for such meeting. 

 

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Section 26. Contents of Notice and Waiver of Notice. Neither the business to be transactedat, nor the purpose of, any regular or special Board meeting need be specified in the notice or waiver of notice of the meeting. Notice of a meeting need not be given to any director who signs a waiver of notice or a consent to holding the meetingor an approval of the minutes thereof, either before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to said director. All such waivers, consents and approvals shall befiled with the corporate records or made a part of the minutes of the meeting. 

Section 27. Adjournment. A majority of thedirectors present, whether or not a quorum is present, may adjourn any meeting to another time and place. 

Section 28. Notice ofAdjournment. Notice of the time and place of holding an adjourned meeting need not be given to absent directors if the time and place are fixed at the meeting being adjourned, except that if the meeting is adjourned for more than 24 hours suchnotice shall be given prior to the adjourned meeting to the directors who were not present at the time of the adjournment. 

Section 29. Telephone Participation. Members of the Board may participate in a meeting through use of conference telephone or similar communications equipment, so long as all members participating in such meetings can hear oneanother. Such participation constitutes presence in person at such meeting. 

Section 30. Action Without Meeting. The Board ofDirectors may take any action without a meeting that may be required or permitted to be taken by the Board at a meeting, if all members of the Board individually or collectively consent in writing to the action. The written consent or consents shallbe filed in the minutes of the proceedings of the Board of Directors. Such action by written consent shall have the same effect as a unanimous vote of directors. 

Section 31. Fees and Compensation. Directors and members of committees shall receive neither compensation for their services nor reimbursement for their expenses unless these payments are fixed byresolution of the Board. Unless otherwise prohibited by law or by the rules of the National Association of Securities Dealers, Inc., this Section 31 shall not be construed to preclude any director from serving the corporation in any othercapacity as an officer, agent, employee or otherwise, and receiving compensation for those services. 

Section 32. AuditCommittee. The Audit Committee of the Board of Directors shall act on behalf of the Board of Directors to select and recommend accountants to conduct the annual audit of the corporation, shall receive reports of audits and other reviews orexaminations of the activities and operations of the corporation, and such other powers and duties as are described in a charter adopted by majority vote of the Board of Directors. 

Section 33. Compensation Committee. The Compensation Committee of the Board of Directors shall act on behalf of the Board of Directors inconnection with such executive compensation issues, and shall have such powers and duties as are described in a charter adopted by majority vote of the Board of Directors. 

 

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Section 34. Governance and Nominating Committee. If constituted by the Board of Directors,the Governance and Nominating Committee of the Board of Directors shall act on behalf of the Board of Directors to recommend to the Board of Directors the director nominees for the next annual meeting of shareholders and to develop and recommend tothe Board of Directors sound corporate governance policies and procedures, and shall have such other powers and duties as are described in a charter adopted by majority vote of the Board of Directors. 

ARTICLE IV. 

Officers 

Section 35. Officers. The officers of the corporation shall be a Chairman of the Board, a Chief Financial Officer and a Secretary. Thecorporation may also have, at the discretion of the Board of Directors, a Vice Chairman of the Board (who shall be chosen from the Board of Directors), a President, one or more Vice Presidents, one or more Assistant Vice Presidents, one or moreAssistant Secretaries, one or more Assistant Financial Officers, and any other officers who may be appointed under Section 38 of these Amended and Restated Bylaws. Any two or more offices may be held by the same person, but no officer shallexecute, acknowledge or verify any instrument in more than one capacity unless authorized to do so generally or in the specific instance by the Board of Directors. 

Any officer of the corporation may be excluded by resolution of the Board of Directors or by a provision of these Bylaws from participation, other than in the capacity of a director, in major policy making functionsof the corporation. 

Upon direction by the Board of Directors, any officer or employee of the corporation so designated shall give bond ofsuitable amount with security to be approved by the Board of Directors, conditioned on the honest and faithful discharge of his or her duties as such officer or employee. At the discretion of the Board, such bonds may be schedule or blanket form andthe premiums shall be paid by the corporation. The amount of such bonds, the form of coverage, and the name of the company providing the surety therefor shall be reviewed annually by the Board of Directors. Action shall be taken by the Board at thattime approving the amount of the bond to be provided by each officer and employee of the corporation for the ensuing year. 

Section 36. Election. The officers of the corporation, except those appointed under Section 38 of these Amended and Restated Bylaws, shall be chosen annually by the Board of Directors, and each shall hold his or her officeuntil he or she resigns or is removed or otherwise disqualified to serve, or his or her successor is elected and qualified. 

Section 37. Subordinate Officers. The Board of Directors may elect or appoint, and may authorize the President or the Chief Executive Officer to appoint, any other officers that the business of the corporation may require, eachof whom shall hold office for the period, have the authority, and perform the duties specified in the Amended and Restated Bylaws or by the Board of Directors. 

 

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Section 38. Removal and Resignation. Subject to the rights, if any, of an officer under anycontract of employment, any officer may be removed with or without cause either by the Board of Directors at any time or, except for an officer chosen by the Board, by any officer on whom the power of removal may be conferred by the Board.

Any officer may resign at any time by giving written notice to the Board of Directors, the President or the Secretary of the corporation,but such notice shall not prejudice the rights, if any, of the corporation under any contract of employment to which the officer is a party. An officer’s resignation shall take effect when it is received or at any later time specified in theresignation. Unless the resignation specifies otherwise, its acceptance by the corporation shall not be necessary to make it effective. 

Section 39. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or any other cause shall be filled in the manner prescribed in the Amended and Restated Bylaws for regular election orappointment to the office. 

Section 40. Chairman of the Board. The Board of Directors shall appoint one of its members to bethe Chairman to serve at the pleasure of the Board of Directors. The Chairman shall be the corporation’s chief executive officer and as such shall, subject to the control of the Board of Directors, have general supervision, direction, andcontrol over the corporation’s business and officers. The Chairman shall have general executive powers, shall be ex officio a member of all the standing committees except the Audit Committee, the Compensation Committee and the Nominating andCorporate Governance Committee, and shall have and may exercise any and all other powers and duties pertaining by law, regulation or practice, to the Office of Chairman. The Chairman shall also preside at all meetings of the Board of Directors; and,shall also have and may exercise such further powers and duties as from time to time may be conferred upon, or assigned by the Board of Directors. 

Section 41. President. The President shall have only those powers prescribed by the Board of Directors. 

Section 42. Vice President. If the Chairman is absent or is unable or refuses to act, the Vice Presidents in order of their rank as fixed by the Board of Directors or, if not ranked, the Vice President designated by the Board ofDirectors, shall perform all the duties of the Chairman, and when so acting shall have all the powers of, and be subject to all the restrictions on, the Chairman. Each Vice President shall have any other duties that are prescribed for said VicePresident by the Board of Directors or the Amended and Restated Bylaws. 

Section 43. Secretary. The Secretary shall keep orcause to be kept and shall make available at the principal office and any other place that the Board of Directors specifies, a book of minutes of all directors’ and shareholders’ meetings. The minutes of each meeting shall state the timeand place that it was held; whether it was regular or special; if a special meeting, how it was authorized; the notice given; the names of those present or represented at shareholders’ meetings; and the proceedings of the meetings. A similarminute book shall be kept for each committee of the Board. 

 

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The Secretary shall keep, or cause to be kept, at the principal office or at the office of thecorporation’s transfer agent, a share register, or duplicate share register, showing the shareholders’ names and addresses, the number and classes of shares held by each, the number and date of each certificate issued for these shares, andthe number and date of cancellation of each certificate surrendered for cancellation. 

The Secretary shall give, or cause to be given,notice of all directors’ and shareholders’ meetings required to be given under these Amended and Restated Bylaws or by law, shall keep the corporate seal in safe custody, and shall have any other powers and perform any other duties thatare prescribed by the Board of Directors or these Amended and Restated Bylaws. 

The Secretary shall be deemed not to be an executiveofficer of the corporation and the Secretary shall be excluded from participation, other than in the capacity of director if the Secretary is also a director, in major policy making functions of the corporation. 

Section 44. Chief Financial Officer. The Chief Financial Officer shall be the corporation’s chief financial officer and shall keep andmaintain, or cause to be kept and maintained, adequate and correct accounts of the corporation’s properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retainedearnings, and shares and shall file or cause to be filed all regulatory reports required pursuant to law or regulation. The books of account shall at all reasonable times be open to inspection by any director. 

The Chief Financial Officer shall deposit all money and other valuables in the name and to the credit of the corporation with the depositories designatedby the Board of Directors. The Chief Financial Officer shall disburse the corporation’s funds as ordered by the Board of Directors; shall render to the President and directors, whenever they request it, an account of all his transactions asChief Financial Officer and of the corporation’s financial condition; and shall have any other powers and perform any other duties that are prescribed by the Board of Directors or Amended and Restated Bylaws. 

If required by the Board of Directors, the Chief Financial Officer shall give the corporation a bond in the amount and with the surety or suretiesspecified by the Board for faithful performance of the duties of that person’s office and for restoration to the corporation of all its books, papers, vouchers, money, and other property of every kind in that person’s possession or underthat person’s control on that person’s death, resignation, retirement, or removal from office. 

ARTICLE V. 

General Corporate Matters 

Section 45. Record Date and Closing of Stock Books. The Board of Directors may fix a time in the future as a record date for determining shareholders entitled to notice of and to vote at any shareholders’ meeting; toreceive any dividend, distribution, or allotment of rights; or to exercise rights in respect of any other lawful action, including change, 

 

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conversion, or exchange of shares. The record date shall not, however, be more than 60 nor less than 10 days prior to thedate of such meeting nor more than 60 days prior to any other action. If a record date is fixed for a particular meeting or event, only shareholders of record on that date are entitled to notice and to vote and to receive the dividend, distribution,or allotment of rights or to exercise the rights, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after the record date. 

A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting unless the Board fixes a new record date for the adjourned meeting,but the Board shall fix a new record date if the meeting is adjourned for more than 45 days. 

If no record date is fixed, the record datefor determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the business day next preceding the day on which notice is given or, if notice is waived, at the close of business on thebusiness day next preceding the day on which the meeting is held; the record date for determining shareholders entitled to give consent to corporate action in writing without a meeting, when no prior action by the Board has been taken, shall be theday on which the first written consent is given; and the record date for determining shareholders for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto, or the 60th day prior tothe date of such other action, whichever is later. 

Section 46. Corporate Records and Inspection by Shareholders. Books andrecords of account and minutes of the proceedings of the shareholders, Board, and committees of the Board shall be kept available at the principal office for inspection by the shareholders to the extent required by Section 1601 of theCalifornia Corporations Code. 

Every director shall have the absolute right at any reasonable time to inspect and copy all books, recordsand documents of every kind and to inspect the physical properties of the corporation and its subsidiary corporations, domestic or foreign. Such inspection by a director may be made in person or by agent or attorney and includes the right to copyand make extracts. 

Section 47. Checks, Drafts, Evidences of Indebtedness. All checks, drafts, or other orders for payment ofmoney, notes, and all mortgages, or other evidences of indebtedness, issued in the name of or payable to the corporation, and all assignments and endorsements of the foregoing, shall be signed or endorsed by the person or persons and in the mannerspecified by the Board of Directors. 

Section 48. Corporate Contracts and Instruments; How Executed. Except as otherwiseprovided in the Amended and Restated Bylaws, officers, agents, or employees must be authorized by the Board of Directors to enter into any contract or execute any instrument in the corporation’s name and on its behalf. This authority may begeneral or confined to specific instances. 

 

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Section 49. Stock Certificates. Shares of capital stock of the corporation may be issued incertificated or uncertificated form. One or more certificates for shares for the corporation’s capital stock shall be issued to each shareholder for any of such shareholder’s shares that are fully paid. The corporate seal or its facsimilemay be fixed on certificates. All certificates shall be signed by the Chairman of the Board, President, Chief Financial Officer and Secretary, or Assistant Secretary. Any or all of the signatures on the certificate may be facsimile signatures.

Section 50. Lost Certificates. No new share certificate that replaces an old one shall be issued unless the old one issurrendered and canceled at the same time; provided, however, that if any share certificate is lost, stolen, mutilated or destroyed, the Board of Directors may authorize issuance of a new certificate replacing the old one on any terms andconditions, including reasonable arrangement for indemnification of the corporation, that the Board may specify. 

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

Section 51. Reports to Shareholders.The Board of Directors shall cause to be sent to the shareholders such annual or other periodic reports as the Board considers appropriate or as otherwise required by law. 

If no annual report for the last fiscal year has been sent to shareholders, the corporation shall, upon the written request of any shareholder made morethan 120 days after the close of such fiscal year, deliver or mail to the person making the request within 30 days thereafter the financial statements referred to in Section 1501(a) for such year. 

Section 52. Indemnity of Officers, Directors, etc. The corporation shall indemnify its “agents,” as defined in Section 317 ofthe California Corporations Code, to the full extent permitted by said Section, as amended from time to time, or as permitted by any successor statute to said Section. 

Section 53. Fiscal Year. The fiscal year of this corporation shall begin on the first day of January and end on the 31st day of December of each year. 

Section 54. Construction and Definitions. Unless the context otherwise requires, the general provisions, rules of construction anddefinitions in the California Corporations Code shall govern the construction of these Amended and Restated Bylaws. Without limiting the generality of this provision, the singular includes the plural, the plural includes the singular and the term“person” includes both a corporation and a natural person. 

 

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ARTICLE VI. 

Amendments 

Section 55. Power to Amend. Except as otherwise provided in the Amended andRestated Articles of Incorporation or the California General Corporation Law, these Amended and Restated Bylaws or any of them may be amended or repealed, in any respect, and new bylaws may be adopted, at any time, either (i) by the affirmativevote of the holders of a majority of the outstanding shares of the capital stock of the corporation entitled to vote in the election of directors or (ii) by the affirmative vote of a majority of the directors present at a meeting of the Boardof Directors, in each case, in accordance with the terms of these Amended and Restated Bylaws. Except as otherwise provided in the Amended and Restated Articles of Incorporation, any bylaw adopted by the Board of Directors may be amended or repealedby the affirmative vote of a majority of the outstanding shares of the capital stock of the corporation entitled to vote in the election of directors. 

Section 56. Amendment Affecting Election of Directors. If any bylaw regulating an impending election of directors is adopted, amended, or repealed by the Board, there shall be set forth in the notice ofthe next meeting of shareholders for the election of directors the bylaw so adopted, amended, or repealed, together with a concise statement of the changes made. 

 

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**SECRETARY’S CERTIFICATE**

The undersigned Secretary of Placer Sierra Bancshares, hereby certifies that the Board of Directors of Placer Sierra Bancshares hereby adopted the following resolution by unanimous written consent dated June 14,2006: 

**NOW, THEREFORE, BE IT RESOLVED**, that Section 49 of the Bylaws of the Corporation be, and it hereby is, amended to read infull as follows: 

Stock Certificates. Subject to Corporations Code Section 416(b), every holder of stock of the corporationshall be entitled to have a certificate, in such form as may be prescribed by law and by the Board of Directors, certifying the number and class of shares owned by the holder in the corporation. Each such certificate shall be signed by, or inthe name of, the corporation by the Chairman or Vice-Chairman, if any, of the Board of Directors, or the President or a Vice President, and the Chief Financial Officer or an Assistant Treasurer or the Secretary or an Assistant Secretary.Any or all of the signatures on the certificate may be a facsimile. 

IN WITNESS WHEREOF, I have set my hand as of the 15th day of June, 2006. 

 

/s/ Angelee J. Harris
Angelee J. Harris, Corporate Secretary
 

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