Exhibit 3.2
                                 BY-LAWS
                                   OF
                          CENTRAL COAST BANCORP
                       (A California Corporation)

                               ARTICLE I

Offices

Section 1. Principal Office. The principal executive
office in the State of California for the transaction of the business
of the corporation (called the principal office) shall be 301 Main
Street, Salinas, California in the County of Monterey. Subject to
applicable regulatory authorization therefor, the Board of Directors
shall have the authority from time to time to change the principal
office from one location to another within the State by amending this
Section 1 of the By-Laws.

Section 2. Other Offices. Upon applicable regulatory
authorization therefor, one or more branches or other subordinate
offices may at any time be fixed and located by the Board of Directors
at such place or places within the State of California as it deems
appropriate.

ARTICLE II

Meeting 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 either by the Board of Directors in accordance with these
By-Laws, or by the written consent of all persons entitled to vote at
the meeting, given either before or after the meeting and filed with
the Secretary of the corporation. If no such 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 Thursday in April in each year,
if not a legal holiday, and if a legal holiday, then on the next
succeeding business day, at the hour of 5:30 P.M., 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
properly be brought before the meeting.

If the annual meeting of shareholders shall not be held on
the date above specified, the Board of Directors 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 on the date above
specified. Notice of proposals which shareholders intend to present at
any annual meeting of shareholders and wish to be included in the proxy
statement of management of the corporation distributed in connection
with such annual meeting must be received at the principal executive
offices of the corporation not less than 120 days prior to the date on
which, during the previous year, management's proxy statement for the
previous year's annual meeting was first distributed to shareholders.
Any such proposal, and the proponent shareholder, must comply with the
eligibility requirements set forth in Rule 14a-8 of the Securities and
Exchange Commission.

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

Section 6. Notice of Shareholders' Meetings. Whenever
shareholders are required or permitted 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. Such notice
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 may be presented at
the meeting for such action. The notice of any meeting at which
directors are to be elected shall include the names of nominees
intended at the time of the notice to be presented by 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 of record 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 the principal 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 by the 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 the same
shall be available for the shareholder upon written demand of the
shareholder at 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, a Vice President or the Secretary by any
person entitled to call a special meeting of shareholders, 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 the receipt of the request.

Section 7. Ouorum. The presence at any meeting, in person
or by proxy, of the persons entitled to vote a majority 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
notwithstanding the withdrawal of enough shareholders to leave less
than a quorum, if any action taken (other than adjournment) is approved
by persons voting more than 25 percent of the voting shares.

Section 8. Adjourned Meeting. Any annual or special
shareholders' meeting may be adjourned 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 be
transacted at the meeting except as provided in Section 7 of these
by-laws.

Notice need not be given of the adjourned 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 is for 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 by proxy,
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 the meeting. Attendance of a person at a
meeting shall constitute a waiver of notice of and presence at such
meeting, except when the person objects, at the beginning of the
meeting,

                                   


to the transaction of any business because the meeting is not
lawfully called or convened and except that attendance at a
meeting is not a waiver of any right to object to the
consideration of matters required by Section 6 of these By-Laws
or Section 601(f) of the California Corporations Code 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 written waiver 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 . Any action
which may be taken at any annual or special meeting of
shareholders may be taken without a meeting and without prior
notice, if a consent in writing, setting forth the action so
taken, shall be signed by the holders of outstanding shares
having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at
which all shares entitled to vote thereon were present and
voted, except that unanimous written consent shall be required
for election of directors to non-vacant positions.

Unless the consents of all shareholders entitled to
vote have been solicited or received in writing, notice shall
be given to non-consenting shareholders to the extent required
by Section 603(b) of the California Corporations Code.

Any shareholder giving written consent, or the
shareholder's proxyholders, or a transferee of the shares or a
personal representative of the shareholder or their respective
proxyholders, may revoke the consent by a writing received by
the corporation prior to the time that written consents of the
number of shares required to authorize the proposed action have
been filed with the Secretary of the corporation, but may not
do so thereafter. Such revocation is effective upon its
receipt by the Secretary of the corporation.

Section 11. Voting Rights; Cumulative Voting. 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 41 of these By-Laws for the determination of
shareholders of record shall be entitled to notice of and to
vote at such meeting of shareholders. If no record date is
fixed, the record date for determining shareholders entitled to
notice of or to vote at a meeting of shareholders shall be at
the close of business or the business day next preceding the
day on which notice is given or, if notice is waived, at the
close of business on the business 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 the day 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
to the date of such other action, whichever is later.

Except as provided in the next following sentence and except
as may be otherwise provided in the Articles of Incorporation, each
shareholder entitled to vote shall be entitled to one vote for each
share held on each matter submitted to a vote of shareholders. In the
election 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 votes to 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's or candidates'
names have been 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, such fact shall be announced to
all shareholders and proxies present, who may then cumulate their votes
for candidates in nomination.

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

Voting may 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.

Section 12. Proxies. Every person entitled to vote 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 attorney-in-fact. No proxy
shall be valid after the 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 in Section 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 presented to the meeting, or as to any
proxy presumptively determine the order of execution, regardless
of the postmark dates on the envelopes in which they are mailed.
The proxy solicited by management for any annual meeting of
shareholders shall confer discretionary authority upon
management's proxy holders to vote with respect to any shareholder
proposal offered at such meeting, the proponent of which has not
notified the corporation, within the time period specified by
Section 4 of these Bylaws, of his or her intention to present such
proposal at the annual meeting. Specific reference to such voting
authority shall be made in management's proxy statement for each
annual meeting.

Section 13. Voting by Joint Holders or
Proxies.
Shares or proxies standing in the names of two or more persons
shall be voted or represented in accordance with the vote or
consent of the majority of such persons. If only one of such
persons is present in person or by proxy, that person shall have
the right to vote all such shares, and all of the shares standing
in the names of such persons shall be deemed to be represented for
the purpose of determining a quorum. This section shall apply to
the voting of shares by two or more administrators, executors,
trustees or other fiduciaries, or joint proxy holders, unless the
instrument or order of court appointing them shall otherwise
direct.

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 inspectors shall 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 are three inspectors of election, the
decision, act or certificate of a majority is effective in all
respects as the decision, act or certificate of all.

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 of proxies, 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 the result and do such acts as may be
proper to conduct the election or vote with fairness to all
shareholders.

                                 

ARTICLE III

Directors Management

Section 15. Powers. Subject to any provisions of the
Articles of Incorporation, of the By-Laws and of law limiting the
powers of the Board of Directors or reserving powers to the
shareholders, 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.

Section 16. Number and qualification of Directors. The
authorized number of directors shall be not less than Seven (7) nor
more than Thirteen (13), until changed by amendment of the Articles of
Incorporation or, if not prohibited by the Articles, by an amendment of
this By-Law adopted by the shareholders. The exact number of directors
within said range shall be fixed by a resolution adopted by the Board
of Directors; and unless and until so amended, the exact number of
directors is hereby fixed at nine (9). Directors need not be
shareholders of the corporation.

Nomination for election of members of the Board of Directors
may be made by the Board of Directors or by any stockholder of any
outstanding class of capital stock of the corporation entitled to vote
for the election of directors. Notice of intention to make any
nominations shall be made in writing and shall be delivered or mailed
to the President of the corporation not less than 21 days nor more than
60 days prior to any meeting of stockholders called for the election of
directors; provided however, that if less than 21 days notice of the
meeting is given to shareholders, such notice of intention to nominate
shall be mailed or delivered to the President of the corporation not
later than the close of business on the tenth day following the day on
which the notice of meeting was mailed; provided further that if notice
of such meeting is sent by third-class mail as permitted by Section 6
of these By-Laws, no notice of intention to make nominations shall be
required. Such notification shall contain the following information to
the extent known to the notifying shareholder: (a) the name and address
of each proposed nominee; (b) the principal occupation of each proposed
nominee; (c) the number of shares of capital stock of the corporation
owned by each proposed nominee; (d) the name and residence address of
the notifying shareholder; and (e) the number of shares of capital
stock of the corporation owned by the notifying shareholder.
Nominations not made in accordance herewith 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. A copy of this paragraph shall be set forth in
a notice to shareholders of any meeting at which Directors are to be
elected.
                               
Section 17. Election and Term of Office. The directors
shall be elected annually by the shareholders at the annual meeting of
the shareholders; 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 that purpose. The term of office
of the directors shall, except as provided in Section 18 of these
By-Laws, begin immediately after their election and shall continue
until their respective successors are elected and qualified.

Section 18. Removal of Directors. A director may be
removed from office by the Board of Directors if he is declared of
unsound mind by the 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, an individual director shall not be removed if
the votes cast against removal, or not consenting in writing to such
removal, would be sufficient to elect such director if voted
cumulatively at an e1ection at which the same total number of votes
were cast, or, if such action is taken by written consent, all shares
entitled to vote were voted, and the entire number of directors
authorized at the time of the director's most recent election were then
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 of any 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.

No reduction of the authorized number of directors shall
have the effect of removing any director before his term of office
expires.

Section 19. 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 the
shareholders fail to elect the full authorized number of directors.

Except for a vacancy created by the removal of a director,
vacancies on 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 successor is elected at an annual or special shareholders'
meeting.

The shareholders may elect a director at any time to fill
any vacancy not filled by the directors. Any such election

by written consent other than to fill a vacancy created by
removal requires the consent of a majority of the outstanding
shares entitled to vote.

Any director may resign effective upon giving
written notice to the Chairman of the Board of Directors, the
President, the Secretary 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 the resignation becomes effective.

Section 20. Place of Meetings. Regular and special
meetings of the Board of Directors shall be 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 by resolution or
written consents of the Board, it shall be held at the
corporation's principal office.

Section 21. Organizational Meetings. Immediately
following each annual shareholders' meeting, the Board of
Directors shall hold an organizational meeting at a date and
time adopted by the Board of Directors by Resolution to
organize, elect officers, and transact other business. Notice
of this meeting shall not be required.

Section 22. Other Regular Meetings. Other regular
meetings of the Board of Directors shall be held at such time
and place as the Board of Directors by resolution shall
determine. Notice of these regular meetings shall not be
required.

Section 23. 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 two
directors.

Special meetings of the Board shall be held upon
four days' notice by mail or 24 hours notice delivered
personally or by telephone or telegraph. If notice is by
telephone, it shall be complete when the person calling the
meeting believes in good faith that the notified person has
heard and acknowledged the notice. If the notice is by mail or
telegraph, it shall be complete when deposited in the United
States mail or delivered to the telegraph office at the place
where the corporation's principal office is located, charges
prepaid and addressed to the notified person at such person's
address appearing on the corporate records or, if it is not on
these records or is not readily ascertainable, at the place
where the regular Board meeting is held.
                                 
Section 24. 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 26 of these By-Laws. Every
act done 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 Articles of Incorporation, or these By-Laws. A meeting at
which a quorum is initially present may continue to transact business
notwithstanding the withdrawal of directors, if any action taken is
approved by a majority of the required quorum for such meeting.

Section 25. Contents of Notice and Waiver of Notice.
Neither the business to be transacted at, 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 meeting or 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 be filed with the
corporate records or made a part of the minutes of the meeting.

Section 26. Adjournment. A majority of the directors
present, whether or not a quorum is present, may adjourn any meeting to
another time and place.

Section 27. Notice of Adjournment. 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 such notice shall be given prior to the adjourned meeting to the
directors who were not present at the time of the adjournment.

Section 28. 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 one another. Such participation constitutes
presence in person at such meeting.

Section 29. Action Without Meeting. The Board of Directors
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 waiting to the action. The
written consent or consents shall be 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 30. 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 by resolution of the Board.

ARTICLE IV

Officers

section 31. Officers. The officers of the corporation
shall be a President, a Secretary, and a Chief Financial Officer.
The corporation may also have, at the discretion of the Board of
Directors, a Chairman of the Board (who shall be chosen from the
Board of Directors), one or more Vice Presidents, one or more
Assistant Secretaries, one or more Assistant Chief Financial
Officers, and any other officers who may be appointed under
Section 33 of these By-Laws. Any two or more officers, except
those of President and Secretary, may be held by the same person.

Any officer of the corporation may be excluded by
resolution of the Board of Directors or by a provision of these
By-Laws from participation, other than in the capacity of a
director, in major policymaking functions of the corporation.

If requested by the Board of Directors, each officer
and employee of the corporation shall give bond of suitable amount
with security to be approved by the Board of Directors,
conditioned on the honest and faithful discharge of his duties as
such officer or employee. At the discretion of the Board, such
bonds may be schedule or blanket form and the 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 that time approving the
amount of the bond to be provided by each officer and employee of
the corporation for the ensuing year.

Section 32. Election. The officers of the
corporation, except those appointed under Section 33 of these
By-Laws, shall be chosen annually by the Board of Directors, and
each shall hold his office until he resigns or is removed or
otherwise disqualified to serve, or his successor is elected and
qualified.

Section 33. Subordinate Officers. The Board of
Directors may appoint, and may authorize the President to appoint,
any other officers that the business of the corporation may
require, each of whom shall hold office for the period, have the
authority, and perform the duties specified in the By-Laws or by
the Board of Directors.
                             
Section 34. Removal and Resignation. Any officer may be
removed with or without cause either by the Board of Directors at any
regular or special directors' meeting 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. An officer's resignation shall take effect when it is
received or at any later time specified in the resignation. Unless the
resignation specifies otherwise, its acceptance by the corporation
shall not be necessary to make it effective.

Section 35. 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 By-Laws for regular
appointments to the office.

Section 36. Chairman of the Board. The Board of Directors
may in its discretion elect a Chairman of the Board, who shall preside
at all meetings of the Board of Directors at which the Chairman is
present and shall exercise and perform other powers and duties assigned
to the Chairman by the Board or prescribed by the By-Laws.

Section 37. President. Subject to any supervisory powers
that may be given by the Board of Directors or the By-Laws to the
Chairman of the Board, the President shall be the corporation's chief
executive officer and shall, subject to the control of the Board of
Directors, have general supervision, direction, and control over the
corporation's business and affairs. The President shall preside as
Chairman at all shareholders' meetings and at all directors' meetings
not presided over by the Chairman of the Board. He shall be ex officio
a member of all the standing committees except the Audit Committee,
shall have the general powers and duties of management usually vested
in a corporation's president; shall have any other powers and duties
that are prescribed by the Board of Directors or these By-Laws; and
shall be primarily responsible for carrying out all orders and
resolutions of the Board of Directors.

Section 38. Vice Presidents. If the President 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 of Directors, shall perform all the
duties of the President, and when so acting shall have all the powers
of, and be subject to all the restrictions on, the President. Each
Vice President shall have any
                                
other duties that are prescribed for said Vice President by the Board
of Directors or the By-Laws.

Section 39. Secretary. The Secretary shall keep or cause
to be kept, and be 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 time and 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 similar minute book
shall be kept for each committee of the Board.

The Secretary shall keep, or cause to be kept, at the
principal office or at the office of the corporation'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, and the 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' meeting, required to be given under
these By-Laws or by law, shall keep the corporate seal in safe custody,
and shall have any other powers and perform any other duties that are
prescribed by the Board of Directors or these By-Laws.

The Secretary shall be deemed not to be an executive officer
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 policymaking functions of the corporation.

Section 40. Chief Financial Officer. The Chief Financial
Officer shall keep and maintain, 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, retained earnings, and
shares. 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 designated by 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 as Chief
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
By-Laws.

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 sureties specified 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 under that
person's control on that person's death, resignation, retirement, or
removal from office.

ARTICLE V

General Corporate Matters

Section 41. Record Date and Closing of Stockbooks. 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; to receive any dividend, distribution, or
allotment of rights; or to exercise rights in respect of any other
lawful action, including change, conversion, or exchange of shares.
The record date shall not, however, be more than 60 nor less than 10
days prior to the date 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.

Section 42. Corporate Records and Inspection by
Shareholders and Directors. Books and records 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 the
California Corporations Code. A record of the shareholders, giving the
names and addresses of all shareholders and the number and class of
shares held by each, shall be kept available for inspection at the
principal office or at the office of the corporation's transfer agent
or registrar.

A shareholder or shareholders holding at least five percent
(5%) in the aggregate of the outstanding voting shares of     
the corporation shall have an absolute right to do either or both
of the following: (1) inspect and copy the record of shareholders'
names and addresses and shareholdings during usual business hours
upon five business days' prior written demand upon the
corporation, or (2) obtain from the transfer agent for the
corporation, upon five business days prior written demand and upon
the tender of its usual charges for such a list (the amount of
which charges shall be stated to the shareholder by the transfer
agent upon request), a list of the shareholders' names and
addresses, who are entitled to vote for the election of directors,
and their shareholdings, as of the most recent record date for
which it has been compiled or as of a date specified by the
shareholder subsequent to the date of demand. The record of
shareholders shall also be open to inspection and copying by any
shareholder or holder of a voting trust certificate at any time
during usual business hours upon written demand on the
corporation, for a purpose reasonably related to such holder's
interests as a shareholder or holder of a voting trust
certificate. Inspection and copying may be made in person or by
agent or attorney.

Every director shall have the absolute right at any
reasonable time to inspect and copy all books, records and
documents of every kind and to inspect the physical properties of
the corporation and 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 copy and make
extracts.

Section 43. Checks, Drafts, Evidences of Indebtedness.
All checks, drafts, or other orders for payment of money, 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 manner specified by the Board of
Directors.

Section 44. Corporate Contracts and Instruments: How
Executed. Except as otherwise provided in the By-Laws, 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 be
general or confined to specific instances.

Section 45. Stock Certificates. One or more
certificates for shares of 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 facsimile may be
fixed on certificates. All certificates shall be signed by the
Chairman of the Board, President, or a Vice President and the
Secretary, Treasurer, or an Assistant Secretary. Any or all of
the signatures on the certificate may be facsimile signatures.
                             
Section 46. Lost Certificates. Ho new share certificate
that replaces an old one shall be issued unless the old one is
surrendered 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 and conditions, including a
reasonable arrangement for indemnification of the corporation, that the
Board may specify.

Section 47. Reports to Shareholders. The requirement for
the annual report to shareholders referred to in Section 1501(a) of the
California Corporations Code is hereby expressly waived so long as
there are less than 100 holders of record of the corporation's shares.
The Board of Directors shall cause to be sent to the shareholders such
annual or other periodic reports as they consider appropriate or as
otherwise required by law. In the event the corporation has 100 or
more holders of its shares, an annual report complying with Section
1501(a) and, when applicable, Section 1501(b) of the California
Corporations Code, shall be sent to the shareholders not later than 120
days after the close of the fiscal year and at least 15 days prior to
the annual meeting of shareholders to be held during the next fiscal
year.

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 more than 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.

A shareholder or shareholders holding at least five percent
(54) of the outstanding shares of any class of a corporation may make a
written request to the corporation for an income statement of the
corporation for the three-month, six-month, or nine-month period of the
current fiscal year ended more than 30 days prior to the date of the
request and a balance sheet of the corporation as of the end of such
period and, in addition, if no annual report for the last fiscal year
has been sent to shareholders, the statements referred to in Section
1501(a) of the California Corporations Code for the last fiscal year.
The statement shall be delivered or mailed to the person making the
request within 30 days thereafter. A copy of the statements shall be
kept on file in the principal office of the corporation for 12 months
and they shall be exhibited at all reasonable times to any shareholder
demanding an examination of them or a copy shall be mailed to such
shareholder. The income statements and balance sheets referred to
shall be accompanied by the report thereon, if any, of any independent
accountants engaged by the corporation or the certificate of an
authorized officer of the corporation that such financial statements
were prepared without audit from the books and records of the
corporation.
                                 
Section 48. Indemnification of Corporate Agents. The
corporation shall have power to indemnify each of its agents to the
fullest extent permissible by the California General Corporation Law.
Without limiting the generality of the foregoing sentence, the
corporation:

(a) is authorized to provide indemnification of agents in
excess of that expressly permitted by section 317 of
the California General Corporation Law for those agents
of the corporation for breach of duty to the
corporation and its shareholders, provided, however,
that the corporation is not authorized to provide
indemnification of any agent for any acts or omissions
or transactions from which a director may not be
relieved of liability as set forth in the exception to
section 204(a)(10) of the California General
Corporation Law or as to circumstances in which
indemnity is expressly prohibited by section 317 of the
California General Corporation law; and

(b) shall have power to purchase and maintain insurance on
behalf of any agent of the corporation against any
liability asserted against or incurred by the agent in
such capacity or arising out of the agent's status as
such, whether or not the corporation would have the
power to indemnify the agent against such liability
under the provisions of section 317 of the California
General Corporation Law, and shall have power to
advance the expenses reasonably expected to be incurred
by such agent in defending any such proceeding upon
receipt of the undertaking required by subdivision (f)
of such section. The term "agent" used in this
section 48 shall have the same meaning as such term in
section 317 of the California General Corporation Law.

ARTICLE VI

Amendments

Section 49. Amendments by Shareholders. New By-Laws may be
adopted or these By-Laws may be amended or repealed by the affirmative
vote or written consent of a majority of the outstanding shares
entitled to vote.

Section 50. Amendments By Directors. Subject to the right
of shareholders under the preceding Section 49 of these By-Laws,
By-Laws other than a By-Law fixing or changing the authorized number of
directors may be adopted, amended, or repealed by the Board of
Directors. However, if the Articles of Incorporation, or a By-Law
adopted by the shareholders, provide for an indefinite number of
directors within specified limits,

the directors may adopt or amend a By-Law or resolution
fixing the exact number of directors within those limits.

ARTICLE VII

Committees of the Board of Directors

Section 51. Committees of the Board of Directors. The
Board of Directors shall, by resolution adopted by a majority of
the authorized number of directors, designate the following
standing committees:

(1) An Audit Committee which shall consist of at
least three members of the Board of Directors, none of
whom shall be active officers of the corporation. The
duties of this committee shall be to make suitable
examination every 12 months of the affairs of the
corporation. The result of such examination shall be
reported, in writing, to the Board of Directors stating
whether the corporation is in a sound and solvent
condition, whether adequate internal audit controls and
procedures are being maintained, and recommending to
the Board such changes in the manner of doing business,
etc. as shall be deemed advisable. The Audit
Committee, upon its own recommendation and with the
approval of the Board of Directors, may employ a
qualified firm of Certified Public Accountants to make
a suitable examination and audit of the corporation.
If such a procedure is followed, the one annual
examination and audit of such firm of accountants and
the presentation of its report to the Board of
Directors will be deemed sufficient to comply with the
requirements of this section of these By-Laws.

The Board of Directors may, by resolution adopted by a
majority of the authorized number of directors, also designate
one or more additional standing committees including, but not
limited to, a Loan Committee, an Investment Committee and/or an
Executive Committee consisting of two or more directors who shall
be appointed by, and hold office at, the pleasure of the Board of
Directors. The Board of Directors may, except as hereinafter
limited, and to extent permissible under applicable law, delegate
to such committees any of the powers and authorities of the Board
of Directors.

The appointment of members or alternate members
of a committee requires the vote of a majority of the
authorized number of directors.

The Board of Directors may designate one or more
directors as alternate members of any committee, who may replace
any absent member at any meeting of the committee. Any such
committee shall have all the authority of the Board, except with respect to:

(1) The approval of any action for which shareholder
approval is also required.

(2) The filling of vacancies on the Board or in any
committee.

(3) The fixing of compensation of the directors for
serving on the Board or on any committee.

(4) The amendment or repeal of By-Laws or the adoption
of new By-Laws.

(5) The amendment or repeal of any resolution of the
Board which by its express terms is not so amendable or
repealable.

(6) A distribution to the shareholders of the
corporation as defined in Section 166 of the California
Corporations Code, except at a rate or in a periodic amount
or within a price range determined by the Board.

(7) The appointment of other committees of the Board
or the members thereof.

The Board of Directors shall designate a chairman for each
committee who shall have the sole power to call any committee meeting
other than a meeting set by the Board. Except as otherwise established
by the Board of Directors, Article III of these By-Laws shall apply to
committees of the Board and action by such committees, mutatis mutandis.