EXHIBIT 3.1

                                    RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                                NORTH BAY BANCORP


     TERRY L. ROBINSON and WYMAN G. SMITH hereby certify that:

FIRST:  They are the President and Chief  Executive  Officer and the  Secretary,
respectively, of North Bay Bancorp, a California corporation.

SECOND:  The articles of incorporation,  as amended to the date of the filing of
this  certificate,  without  alterations  or  amendments  (other than  omissions
required by Section 910 of the Corporations Code) are restated as follows:

                                       I.
                                      NAME

     The name of this corporation is North Bay Bancorp.

                                       II.
                                     PURPOSE

     The purpose of the  corporation  is to engage in any lawful act or activity
for which a corporation  may be organized  under the General  Corporation Law of
California  other than the banking  business,  the trust company business or the
practice  of a  profession  permitted  to  be  incorporated  by  the  California
Corporations Code.

                                      III.
                                   [RESERVED]

                                       IV.
                                AUTHORIZED STOCK

     North Bay Bancorp  (hereinafter the  "Corporation")  is authorized to issue
two  classes  of  shares,  designated  "Common  Stock"  and  "Preferred  Stock,"
respectively.  The number of shares of Common Stock  authorized  to be issued is
Fifteen  Million  (15,000,000)  and the  number  of shares  of  Preferred  Stock
authorized to be issued is Five Hundred Thousand (500,000).

     The voting  powers,  designations,  preferences,  privileges  and relative,
participating,  optional  or  other  special  rights,  and  the  qualifications,
limitations or restrictions  of each class of capital stock of the  Corporation,
shall be as provided in this Article IV.



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     A. SERIES A PREFERRED STOCK.

          1. Designation and Amount.  A total of One Hundred Thousand  (100,000)
shares of the  Corporation's  Preferred  Stock shall be  designated  as a series
known as Series A  Preferred  Stock,  no par  value  (the  "Series  A  Preferred
Stock").  Such number of shares may be increased or decreased by  resolution  of
the Board of  Directors;  provided  that no decrease  shall reduce the number of
Series A  Preferred  Stock to a number  less  than the  number  of  shares  then
outstanding plus the number of shares reserved for issuance upon the exercise of
outstanding,  options,  rights  or  warrants  or  upon  the  conversion  of  any
outstanding  securities  issued by the  Corporation  convertible  into  Series A
Preferred Stock. The rights,  preferences,  privileges, and restrictions granted
to and  imposed on the Series A  Preferred  Stock are as set forth below in this
Article IV.A.

          2. Dividends and Distributions.

               (a)  Subject  to the  rights of the  holders of any shares of any
series of Preferred  Stock (or any similar  stock) ranking prior and superior to
the Series A Preferred Stock with respect to dividends, the holders of shares of
Series A Preferred  Stock,  in  preference to the holders of Common Stock of the
Corporation,  and of any other junior stock, shall be entitled to receive, when,
as and if declared by the Board of Directors out of funds legally  available for
the purpose, quarterly dividends payable in cash on the last day of March, June,
September, and December in each year (each such date being referred to herein as
a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend
Payment  Date  after the first  issuance  of a share or  fraction  of a share of
Series A Preferred  Stock,  in an amount per share (rounded to the nearest cent)
equal  to the  greater  of (i)  $0.25  or  (ii)  subject  to the  provision  for
adjustment  hereinafter  set forth,  the  aggregate per share amount of all cash
dividends,  and the aggregate per share amount (payable in kind) of all non-cash
dividends  or other  distributions,  other than a dividend  payable in shares of
Common  Stock or a  subdivision  of the  outstanding  shares of Common Stock (by
reclassification  or  otherwise),   declared  on  the  Common  Stock  since  the
immediately  preceding  Quarterly  Dividend Payment date, or with respect to the
first Quarterly  Dividend Payment Date, since the first issuance of any share or
fraction of a share of Series A Preferred  Stock.  In the event the  Corporation
shall at any time declare or pay any dividend on Common Stock  payable in shares
of Common Stock, or effect a subdivision or combination or  consolidation of the
outstanding  shares of Common Stock (by  reclassification  or otherwise  than by
payment of a dividend in shares of Common Stock) into a greater or lesser number
of shares of Common Stock, then in each such case the amount to which holders of
shares of Series A Preferred Stock were entitled immediately prior to such event
under clause (ii) of the  preceding  sentence  shall be adjusted by  multiplying
such amount by a  fraction,  the  numerator  of which is the number of shares of
Common Stock  outstanding  immediately  after such event and the  denominator of
which is the number or shares of Common Stock that were outstanding  immediately
prior to such event.

               (b) The  Corporation  shall declare a dividend or distribution on
the Series A  Preferred  Stock as  provided  in  paragraph  (a) of this  Section
immediately  after it declares a dividend or  distribution  on the Common  Stock
(other than a dividend payable in shares of Common Stock);  provided that in the


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event no dividend or  distribution  shall have been declared on the Common Stock
during the period  between  any  Quarterly  Dividend  Payment  Date and the next
subsequent Quarterly Dividend Payment Date, a dividend of $0.25 per share on the
Series A  Preferred  Stock  shall  nevertheless  be payable  on such  subsequent
Quarterly Dividend Payment Date.

               (c)  Dividends  shall  begin  to  accrue  and  be  cumulative  on
outstanding  shares of Series A  Preferred  Stock  from the  Quarterly  Dividend
Payment Date next preceding the date of issue of such shares, unless the date of
issue of such  shares  is  prior to the  record  date  for the  first  Quarterly
Dividend  Payment  Date,  in which case  dividends on such shares shall begin to
accrue from the date of issue of such  shares,  or unless the date of issue is a
Quarterly  Dividend  Payment  Date or is a date  after the  record  date for the
determination  of  holders of shares of Series A  Preferred  Stock  entitled  to
receive a quarterly dividend and before such Quarterly Dividend Payment Date, in
either of which events such  dividends  shall begin to accrue and be  cumulative
from such Quarterly  Dividend  Payment Date.  Accrued but unpaid dividends shall
not bear interest.  Dividends  paid on shares of Series A Preferred  Stock in an
amount  less than the total  amount of such  dividends  at the time  accrued and
payable on such shares shall be  allocated  pro rata on a  share-by-share  basis
among all such shares at the time outstanding.  The Board of Directors may fix a
record  date for the  determination  of holders of shares of Series A  Preferred
Stock  entitled  to  receive  payment  of a dividend  or  distribution  declared
thereon,  which  record date shall be not less than 10 nor more 60 days prior to
the date fixed for the payment thereof.

          3. Voting Rights.

     The holders of shares of Series A Preferred  Stock shall have the following
voting rights:

               (a) Each share of Series A  Preferred  Stock  shall  entitle  the
holder  thereof  to  one  vote  on  all  matters  submitted  to a  vote  of  the
shareholders of the Corporation.

               (b) Except as otherwise  provided  herein,  in any Certificate of
Determination  creating a series of Preferred  Stock or any similar stock, or by
law, the holders of shares of Series A Preferred Stock and the holders of shares
of Common Stock and any other capital stock of the  Corporation  having  general
voting  rights  shall vote  together as one class on all matters  submitted to a
vote of shareholders of the Corporation.

          4. Certain Restrictions.

               (a)  Whenever   quarterly   dividends   or  other   dividends  or
distributions  payable on the Series A Preferred  Stock as provided in Section 2
above are in arrears,  thereafter and until all accrued and unpaid dividends and
distributions,  whether or not declared,  on shares of Series A Preferred  Stock
outstanding shall have been paid in full, the Corporation shall not:

                    (i)   declare   or  pay   dividends,   or  make  any   other
     distributions,  on  any  shares  of  stock  ranking  junior  (either  as to
     dividends or upon  liquidation,  dissolution or winding up) to the Series A
     Preferred Stock;

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<PAGE>

                    (ii)   declare   or  pay   dividends,   or  make  any  other
     distributions,  on any shares of stock  ranking  on a parity  (either as to
     dividends or up  liquidation,  dissolution or winding up) with the Series A
     Preferred  Stock,  except  dividends paid ratably on the Series A Preferred
     Stock  and all such  parity  stock on which  dividends  are  payable  or in
     arrears in proportion to the total amounts to which the holders of all such
     shares are then entitled;

                    (iii)   redeem  or   purchase  or   otherwise   acquire  for
     consideration shares of any stock ranking junior (either as to dividends or
     upon  liquidation,  dissolution  or winding  up) to the Series A  Preferred
     Stock,  provided that the Corporation  may at any time redeem,  purchase or
     otherwise acquire shares of any such junior stock in exchange for shares of
     any stock of the Corporation ranking junior (either as to dividends or upon
     dissolution, liquidation or winding up) to the Series A Preferred Stock; or

                    (iv)   redeem  or   purchase   or   otherwise   acquire  for
     consideration  any  shares of Series A  Preferred  Stock,  or any shares of
     stock  ranking on a parity  with the Series A  Preferred  Stock,  except in
     accordance  with a purchase  offer made in  writing or by  publication  (as
     determined  by the Board of  Directors)  to all holders of such shares upon
     such terms as the Board of Directors, after consideration of the respective
     annual  dividend  rates and other  relative  rights and  preferences of the
     respective series and classes, shall determine in good faith will result in
     fair and equitable treatment among the respective series or classes.

               (b) The  Corporation  shall  not  permit  any  subsidiary  of the
Corporation  to purchase or otherwise  acquire for  consideration  any shares of
stock in the Corporation  unless the Corporation  could,  under paragraph (a) of
this Section 4,  purchase or  otherwise  acquire such shares at such time and in
such manner.

          5. Reacquired Shares. Any shares of Series A Preferred Stock purchased
or  otherwise  acquired by the  Corporation  in any manner  whatsoever  shall be
retired and cancelled  promptly after the acquisition  thereof.  All such shares
shall upon their cancellation become authorized but unissued shares of Preferred
Stock and may be reissued as part of a new series of Preferred  Stock subject to
the  conditions  and  restrictions  on  issuance  set  forth  herein  or in  any
Certificate of Determination creating a series of Preferred Stock or any similar
stock or as otherwise required by law.

          6. Liquidation, Dissolution or Winding Up.

     Upon any  liquidation,  dissolution  or winding up of the  Corporation,  no
distribution  shall be made (a) to the holders of shares of stock ranking junior
(either as to dividends or upon  liquidation,  dissolution or winding up) to the
Series A Preferred Stock unless,  prior thereto, the holders of shares of Series
A Preferred Stock shall have received an amount per share equal to $100.00, plus
an amount  equal to accrued  and unpaid  dividends  and  distributions  thereon,
whether or not declared, to the date of such payment,  provided that the holders
of shares of Series A Preferred  Stock shall be entitled to receive an aggregate


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amount per share, subject to the provision for adjustment hereinafter set forth,
equal to the aggregate  amount to be distributed  per share to holders of shares
of Common  Stock,  or (b) to the holders of shares of stock  ranking on a parity
(either as to dividends or upon liquidation, dissolution or winding up) with the
Series A Preferred  Stock,  except  distributions  made  ratably on the Series A
Preferred  Stock and all such parity stock in proportion to the total amounts to
which the  holders  of all such  shares  are  entitled  upon  such  liquidation,
dissolution  or  winding  up.  In the event  the  Corporation  shall at any time
declare  or pay any  dividend  on the Common  Stock  payable in shares of Common
Stock,  or  effect  a  subdivision  or  combination  or   consolidation  of  the
outstanding  shares of Common Stock (by  reclassification  or otherwise  than by
payment of a dividend in shares of Common Stock) into a greater or lesser number
of shares  of Common  Stock,  then in each  case the  aggregate  amount to which
holders of shares of Series A Preferred Stock were entitled immediately prior to
such event under the proviso in clause (a) of the  preceding  sentence  shall be
adjusted by multiplying  such amount by a fraction the numerator of which is the
number of shares of Common Stock  outstanding  immediately  after such event and
the  denominator  of which is the  number of shares  of Common  Stock  that were
outstanding immediately prior to such event.

          7. Consolidation, Merger, etc.

     In case  the  Corporation  shall  enter  into  any  consolidation,  merger,
combination  or other  transaction  in which  the  shares  of  Common  Stock are
exchanged for or changed into other stock or  securities,  cash and/or any other
property,  then in any such case each share of Series A Preferred Stock shall at
the same time be similarly exchanged or changed into an amount per share subject
to the provision  for  adjustment  hereinafter  set forth equal to the aggregate
amount of stock,  securities,  cash and/or any other property (payable in kind),
as the case may be,  into  which or for  which  each  share of  Common  Stock is
changed or exchanged.  In the event the Corporation shall at any time declare or
pay any  dividend  on the Common  Stock  payable  in shares of Common  Stock (by
reclassification  or otherwise than by payment of a dividend in shares of Common
Stock) into a greater or lesser number of shares of Common  Stock,  then in each
such case the amount set forth in the  preceding  sentence  with  respect to the
exchange  or change of shares of Series A  Preferred  Stock shall be adjusted by
multiplying  such amount by a fraction,  the numerator of which is the number of
shares  of  Common  Stock  outstanding  immediately  after  such  event  and the
denominator of which is the number shares of Common Stock that were  outstanding
immediately prior to such event.

          8. Redemption.

     The shares of Series A Preferred Stock shall not be redeemable.

          9. Rank.

     The Series A Preferred  Stock shall  rank,  with  respect to the payment of
dividends  and the  distribution  of assets,  junior to all other  series of the
Corporation's Preferred Stock, unless the terms of any such series shall provide
otherwise.


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          10. Amendment.

     The Articles of  Incorporation  (including any Certificate of Determination
issued under the  authority of said  Articles) of the  Corporation  shall not be
amended  in any  manner  which  would  materially  alter or change  the  powers,
preferences  or special  rights of the Series A Preferred  Stock so as to affect
them  adversely  without  the  affirmative  vote  of  the  holders  of at  least
two-thirds  of the  outstanding  shares  of  Series A  Preferred  Stock,  voting
together as a single series.

     B. COMMON STOCK.

          1. Voting Rights.  The holder of each share of Common Stock shall have
the right to one vote,  and shall be  entitled  to notice of any  meeting of the
shareholders'  of  this  Corporation  in  accordance  with  the  Bylaws  of  the
Corporation,  and shall be entitled to vote upon such matters and in such manner
as may be provided by law.

          2. Dividends. Subject to the prior rights of holders of all classes of
stock at the time outstanding  having prior rights as to dividends,  the holders
of the Common  Stock shall be  entitled to receive,  when and as declared by the
Board, out of any assets of this Corporation legally available  therefore,  such
dividends as may be declared from time to time by the Board.

          3. Liquidation Rights. Upon the liquidation, dissolution or winding up
of this  Corporation,  the assets of this  Corporation  shall be  distributed as
provided in Article IV.A.6. hereof.


                                       V.
                              LIABILITY LIMITATION

         The liability of the directors of the Corporation for monetary  damages
shall be eliminated to the fullest extent permissible under California law.


                                       VI.
                                 INDEMNIFICATION

         The Corporation is authorized to provide  indemnification of agents (as
defined in Section 317 of the  California  Corporations  Code)  through  bylaws,
agreements  with agents,  vote of  shareholders  or  disinterested  directors or
otherwise,  in excess of the indemnification  otherwise permitted by Section 317
of the California  Corporations  Code, subject only to the applicable limits set
forth in Section 204 of the California Corporations Code.


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                                      VII.
                              BUSINESS COMBINATIONS

     The shareholder vote required to approve  Business  Combinations (as herein
defined) shall be as set forth in this Article.

     A. CERTAIN DEFINITIONS.

     For purposes of this Article:

          1. "Voting Stock" shall mean all of the then-outstanding shares of the
capital stock of the  Corporation  entitled to vote generally in the election of
directors,  voting  together as a single class (it being  understood  that,  for
purposes of this  Article,  each share of the Voting Stock shall have the number
of votes granted to it pursuant to Article IV of these Articles of Incorporation
or any designation of the rights,  powers and preferences of any class or series
of  Preferred  Stock  made  pursuant  to said  Article  IV (a  "Preferred  Stock
Designation").

          2. A "person" shall mean any  individual,  firm,  corporation,  trust,
partnership, association or other entity.

          3.   "Affiliates",   "affiliated"  and  "Associates"  shall  have  the
respective meaning ascribed to such terms in Rule 12b-2 of the General Rules and
Regulations  under the Securities  Exchange Act of 1934, as in effect on June 1,
1999.

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

          5. A person shall be a  "beneficial  owner" or  "beneficially  own" or
have "beneficial ownership" of any Voting Stock:

               (a) which  such  person or any of its  Affiliates  or  Associates
beneficially owns, directly or indirectly; or

               (b) which such person or any of its  Affiliates or Associates has
(i) the right to acquire (whether such right is exercisable  immediately or only
after  the  passage  of  time),  pursuant  to  any  agreement,   arrangement  or
understanding  or upon the  exercise  of  conversion  rights,  exchange  rights,
warrants or options,  or  otherwise,  or (ii) the right to vote or to direct the
voting thereof pursuant to any agreement, arrangement or understanding; or

               (c) which are beneficially owned, directly or indirectly,  by any
other person with which such person or any of its  Affiliates or Associates  has
any agreement,  arrangement or understanding for purposes of acquiring, holding,
voting or disposing of any shares of Voting Stock.

          6.  "Interested  Shareholder"  shall mean any person  (other  than the
Corporation or any Subsidiary) who or which:

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               (a) is the beneficial owner, directly or indirectly, of more than
twenty percent (20%) of the voting power of the  then-outstanding  Voting Stock;
or

               (b) is an Affiliate of the Corporation and at any time within the
two-year  period  immediately  prior to the date in question was the  beneficial
owner,  directly or  indirectly,  of twenty  percent (20%) or more of the voting
power of the then-outstanding Voting Stock; or

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

          7. For the purposes of  determining  whether a person is an Interested
Shareholder  pursuant to  paragraph 6 of this Section A, the number of shares of
Voting Stock deemed to be outstanding  shall include shares deemed owned through
application  of  paragraph  5 of this  Section A but shall not include any other
shares  of  Voting  Stock  which  may be  issuable  pursuant  to any  agreement,
arrangement or understanding, or upon exercise of conversion rights, warrants or
options, or otherwise.

          8. "Continuing Director" means any member of the Board of Directors of
the  Corporation  (the  "Board")  who  is not  affiliated  with  the  Interested
Shareholder  and was a member of the Board prior to the time that the Interested
Shareholder became an Interested  Shareholder,  or any successor of a Continuing
Director who is unaffiliated with the Interested  Shareholder and is recommended
to succeed a Continuing  Director by a majority of Continuing  Directors then on
the Board.

          9.  "Fair  Market  Value"  means:  (a) in the case of stock on a given
date,  the  highest  closing  sale price  during the 30-day  period  immediately
preceding  such date of a share of such stock on the Composite Tape for New York
Exchange-Listed  Stocks or, if such stock is not quoted on the Composite Tape of
the New York Stock Exchange or, if such stock is not listed on such Exchange, on
the principal United States securities  exchange registered under the Securities
Exchange  Act of 1934 on which  such  stock is listed  or, if such  stock is not
listed on any such exchange, the highest closing bid quotation with respect to a
share of such stock during the 30-day period preceding such date on the National
Association of Securities Dealers, Inc. Automated Quotation System or any system
then in use or, if no such  quotations are  available,  the fair market value on
such date of a share of such stock as determined by the Board in good faith; and
(b) in the case of property  other than cash or stock,  the fair market value of
such property on such date as determined by the Board in good faith.

          10. "Business Combinations" shall include:

               (a)  any  merger  or  consolidation  of  the  Corporation  or any
Subsidiary  with (i) any Interested  Shareholder  or (ii) any other  corporation


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(whether or not itself an Interested Shareholder) which is, or after such merger
or consolidation would be an Interested Shareholder or an Affiliate or Associate
of an Interested Shareholder; or

               (b) any  sale,  lease,  exchange,  mortgage,  pledge,  grant of a
security interest, transfer or other disposition (in one transaction or a series
of transactions) directly or indirectly to or with any Interested Shareholder or
any Affiliate or Associate of any  Interested  Shareholder  of any assets of the
Corporation  or any  Subsidiary  having an  aggregate  Fair Market  Value of ten
percent  (10%) or more of the total value of the assets of the  Corporation  and
its consolidated  subsidiaries reflected in the most recent balance sheet of the
Corporation; or

               (c) the issuance or transfer by the Corporation or any Subsidiary
(in one  transaction  or a series  of  transactions)  of any  securities  of the
Corporation or any Subsidiary to any Interested  Shareholder or any Affiliate or
Associate of any  Interested  Shareholder  in exchange for cash,  securities  or
other property (or a combination  thereof) having an aggregate Fair Market Value
of $10,000,000 or more; or

               (d) the adoption of any plan or proposal for the  liquidation  or
dissolution  of the  Corporation  proposed  by or on  behalf  of any  Interested
Shareholder or any Affiliate or Associate of any Interested Shareholder;  except
that  this  provision  shall  not  limit  the  right  of  shareholders  to elect
voluntarily to wind up or dissolve the  Corporation by the vote of  shareholders
holding shares of stock  representing more than fifty percent (50%) of the stock
then entitled to vote in the election of directors; or

               (e)  any   reclassification   of  the  Corporation's   securities
(including any reverse stock split), or recapitalization of the Corporation,  or
any merger or  consolidation  of the Corporation with any of its Subsidiaries or
any other  transaction  (whether or not with or into or otherwise  involving any
Interested  Shareholder)  which  has the  effect,  directly  or  indirectly,  of
increasing the proportionate  beneficial ownership of any Interested Shareholder
or any Affiliate or Associate of any Interested  Shareholder in the  outstanding
shares of any class of equity or  convertible  securities of the  Corporation or
any  Subsidiary;  or as a result of which the  shareholders  of the  Corporation
would cease to be shareholders of a corporation  incorporated  under the laws of
the  State of  California  having,  as part of its  articles  of  incorporation,
provisions to the same effects as this Article VII.

          11. In the event of any Business  Combination in which the Corporation
survives,  the  phrase  "consideration  other  than cash to be  received"  shall
include  the shares of any class of  outstanding  Voting  Stock  retained by the
holders of such shares.

          12.  "Announcement  Date"  shall  mean  the date of the  first  public
announcement of a proposed Business Combination.

          13.  "Determination  Date" shall mean the date on which the Interested
Shareholder became an Interested Shareholder.

          14. "Consummation Date" shall mean the date of the consummation of the
Business Combination.


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     B. VOTING REQUIREMENTS.

     Except as  otherwise  provided in Section C of this Article VII, a Business
Combination shall require (1) the affirmative vote of at least sixty-six and two
thirds  percent  (66-2/3%)  of the voting power of the  then-outstanding  Voting
Stock and (2) the affirmative  vote of the holders of at least a majority of the
voting power of all the  then-outstanding  shares of the Voting Stock other than
the Voting  Stock of which an  Interested  Shareholder  or an  Affiliate  is the
beneficial  owner,  voting together as a single class.  Such  affirmative  votes
shall be required  notwithstanding  any other  provisions  of these  Articles of
Incorporation  or any  provision  of law or of any  agreement  with any national
securities  exchange which might otherwise  permit a lesser vote or no vote, but
such affirmative  votes shall be required in addition to any affirmative vote of
the holders of any  particular  class or series of the Voting Stock  required by
law,  these  Articles of  Incorporation,  any  Preferred  Stock  Designation  or
otherwise.

     C. PRICE AND PROCEDURE REQUIREMENTS.

     The  provisions of Section B of this Article VII shall not be applicable to
any particular Business Combination, and such Business Combination shall require
only such affirmative vote as is required by law, and any other provision of the
Articles of Incorporation,  any Preferred Stock Designation,  any agreement with
any  national  securities  exchange or  otherwise  if, in the case of a Business
Combination that does not involve any cash or other consideration being received
by the shareholders of the Corporation, solely in their respective capacities as
shareholders  of the  Corporation,  the  condition  specified  in the  following
paragraph  1 is met,  or in the  case of any  other  Business  Combination,  the
conditions specified in either of the following paragraphs 1 or 2 are met:

          1. The Business  Combination shall have been approved by a majority of
the Continuing  Directors,  it being understood that this condition shall not be
capable of satisfaction unless there is at least one Continuing Director.

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

               (a) The  aggregate  amount of the cash and the Fair Market Value,
as of the Consummation Date, of consideration other than cash to be received per
share  by  holders  of  common  shares  of  the  Corporation  in  such  Business
Combination  shall be not less than the highest of the  following  (in each case
appropriately  adjusted  in  the  event  of any  stock  dividend,  stock  split,
combination of shares or similar event):

                    (i)  (if   applicable)  (a)  the  highest  per  share  price
     (including  any  brokerage  commissions,  transfer  taxes,  and  soliciting
     dealers' fees) paid by the Interested  Shareholder for any common shares of
     the  Corporation  acquired or  beneficially  owned by it that were acquired
     within the two-year period immediately prior to the Announcement Date or in
     the transaction in which it became an Interested Shareholder,  whichever is
     higher,  plus (b)  interest  thereon at the rate for 90-day  United  States


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<PAGE>

     Treasury  obligations in effect on the Determination  Date,  calculated and
     compounded  annually from that date until the  Consummation  Date, less the
     per share amount of cash  dividends  payable to holders of record on record
     dates occurring in the interim, up to the amount of such interest;

                    (ii)  the  Fair  Market   Value  per  common  share  of  the
     Corporation on the Announcement Date; or

                    (iii)  the  Fair  Market  Value  per  common  share  of  the
     Corporation on the Determination Date.

               (b) The  aggregate  amount of the cash and the Fair Market Value,
as of the Consummation Date, of consideration other than cash to be received per
share by the holders of less than the highest  class (or series) of Voting Stock
in such Business Combination shall be not less than the highest of the following
(in each case appropriately  adjusted in the event of any stock dividend,  stock
split,  combination  of shares or similar  event),  it being  intended  that the
requirements  of this paragraph (b) be met with respect to each class and series
of Voting  Stock,  whether  or not the  Interested  Shareholder  has  previously
acquired any shares of a particular class or series:

                    (i)  (if   applicable)  (a)  the  highest  per  share  price
     (including  any  brokerage  commissions,   transfer  taxes  and  soliciting
     dealers'  fees) paid by the Interested  Shareholder  for any shares of such
     class (or series) of Voting Stock acquired or beneficially owned by it that
     were  acquired  within  the  two-year  period   immediately  prior  to  the
     Announcement  Date or in the  transaction  in which it became an Interested
     Shareholder, whichever is higher, plus (b) interest thereon at the rate for
     90-day United States Treasury  obligations in effect on Determination Date,
     calculated  and compounded  annually from that date until the  Consummation
     Date,  less the per share  amount of cash  dividends  payable to holders of
     record on record dates  occurring in the interim,  up to the amount of such
     interest;

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

                    (iii) the Fair  Market  Value  per  share of such  class (or
     series) of Voting Stock on the Announcement Date; and

                    (iv) the Fair  Market  Value  per  share of such  class  (or
     series) of Voting Stock on the Determination Date.

               (c) The  consideration  to be received by holders of a particular
class (or  series) of Voting  Stock  shall be in cash or in the same form as the
Interested  Shareholder has previously paid for shares of such class (or series)
of Voting Stock. If the Interested  Shareholder has paid for shares of any class


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<PAGE>

(or series) of Voting Stock with  varying  forms of  consideration,  the form of
consideration for such class (or series) of Voting Stock shall be either cash or
the form used to acquire the largest number of such shares.

               (d)  All  shares  of  Voting   Stock  of  which  the   Interested
Shareholder is not the beneficial  owner  immediately  prior to the Consummation
Date shall be  exchanged  in such  Business  Combination  only for cash or other
consideration  meeting  all of the  terms  and  conditions  of this  Section  C;
provided,  however, that the failure of any shareholder,  exercising a statutory
right to dissent from such Business  Combination  and to receive  payment of the
Fair Market Value of shares,  to exchange  shares in such  Business  Combination
shall not be deemed to have prevented satisfaction of the condition set forth in
this paragraph (d).

               (e) After such  Interested  Shareholder  has become an Interested
Shareholder  and prior to the  consummation  of such Business  Combination:  (i)
except as approved by a majority of Continuing Directors,  there shall have been
no failure to declare and pay at the regular date  therefor  any full  quarterly
dividends  (whether or not cumulative) on any outstanding  Preferred Stock; (ii)
there shall have been (A) no reduction  in the annual rate of dividends  paid on
the Common Stock (except as necessary to reflect any  subdivision  of the Common
Stock),  except as approved by a majority of  Continuing  Directors,  and (B) an
increase  in  such  annual  rate  of  dividends  as  necessary  to  reflect  any
reclassification   (including   any  reverse  stock  split),   recapitalization,
reorganization  or any similar  transaction which has the effect of reducing the
number of  outstanding  shares of the Common  Stock,  unless  the  failure so to
increase such annual rate is approved by a majority of the Continuing Directors;
and (iii) such Interested Shareholder shall have not become the beneficial owner
of any additional shares of Voting Stock except as part of the transaction which
results in such Interested Shareholder becoming an Interested Shareholder.

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

               (g) A proxy or  information  statement  describing  the  proposed
Business  Combination  and complying  with the  requirements  of the  Securities
Exchange Act of 1934 and the rules and regulations thereunder (or any subsequent
provisions  replacing  such Act,  rules or  regulations)  shall be mailed to all
shareholders  of  the  Corporation  at  least  thirty  (30)  days  prior  to the
Consummation  Date  (whether  or not such  proxy  or  information  statement  is
otherwise required) and the Continuing Directors,  if there are any at the time,
shall be  provided  a  reasonable  opportunity  to  state  therein  their  views
respecting  such  proposed  Business  Combination  and to include  therewith  an
opinion of an independent investment banker selected by the Continuing Directors
with respect to such Business Combination.

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<PAGE>

               (h) A state or federal regulatory  authority having  jurisdiction
under the circumstances  shall have determined that the Business  Combination is
fair to the holders of the Voting Stock.

     D. POWERS OF THE BOARD OF DIRECTORS.

     A majority  of the total  number of  authorized  directors  (whether or not
there exist any vacancies in previously authorized directorships at the time any
such  determination  as is hereinafter in this Section D specified is to be made
by the  Board)  shall  have the  power  and duty to  determine,  on the basis of
information  known to them after  reasonable  inquiry,  all facts  necessary  to
determine compliance with this Article VII, including,  without limitation,  (1)
whether  a person  is an  Interested  Shareholder,  (2) the  number of shares of
Voting  Stock  beneficially  owned by any  person,  (3)  whether  a person is an
Affiliate or Associate of another, and (4) whether the applicable conditions set
forth in  Section  C of this  Article  VII have  been  met with  respect  to any
Business Combination.

     E. NO EFFECT ON FIDUCIARY OBLIGATIONS OR INTERESTED SHAREHOLDERS.

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

     F. AMENDMENT, REPEAL, ETC.

     Notwithstanding  any other provision of these Articles of  Incorporation or
the  Bylaws  (and  notwithstanding  the  fact  that a lesser  percentage  may be
specified by law, these Articles of Incorporation or the Bylaws) the affirmative
vote of the holders of at least  sixty-six and two thirds  percent  (66-2/3%) or
more of the outstanding  Voting Stock,  voting together as a single class, shall
be required  to amend or repeal or adopt any  provision  inconsistent  with this
Article or any provisions thereof.


                                      VIII.
                    EVALUATION OF BUSINESS COMBINATIONS, ETC.

     In connection with the exercise of its judgement in determining  what is in
the best interest of the Corporation and of the shareholders,  when evaluating a
"Business  Combination,"  as  defined  in  Article  VII  of  these  Articles  of
Incorporation,  or a proposal  by  another  person or persons to make a business
combination  or a tender  or  exchange  offer,  the  Board of  Directors  of the
Corporation  shall,  in addition to considering the adequacy of the amount to be
paid in  connection  with any such  transaction,  consider all of the  following
factors and any other factors which it may deem relevant:

          1.  The  social  and  economic  effects  of  the  transaction  on  the
Corporation  and  its  subsidiaries,   employees,  depositors,  loan  and  other
customers,  creditors,  and  other  elements  of the  communities  in which  the
Corporation and its subsidiaries operate or are located;

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<PAGE>

          2. The business and financial  condition and earning  prospects of the
acquiring  person or persons,  including,  but not limited to, debt  service and
other existing financial  obligations,  financial  obligations to be incurred in
connection with the acquisition  and other likely  financial  obligations of the
acquiring person or persons,  and the possible effect of such condition upon the
Corporation  and its  subsidiaries  and the other elements of the communities in
which the Corporation and its subsidiaries operate or are located;

          3. The competence, experience and integrity of the acquiring person or
persons and its or their management;

          4. Whether the proposed  transaction  might  violate  federal or state
law; and

          5. Not only the consideration being offered in a proposed  transaction
and related to the current market price for the outstanding capital stock of the
Corporation,  but  also  to the  market  price  for  the  capital  stock  of the
Corporation  over a period of years,  the estimated price that might be achieved
in a  negotiated  sale  of the  Corporation  as a  whole  or in  part,  and  the
Corporation's future value as an independent entity."

THIRD:  These restated articles of incorporation  have been duly approved by the
Board of Directors.


     /s/ Terry L. Robinson                      /s/ Wyman G. Smith
     ---------------------                      ------------------
     Terry L. Robinson                          Wyman G. Smith
     President                                  Corporate Secretary

     Terry L. Robinson and Wyman G. Smith, the duly elected and acting President
and Corporate Secretary, respectively, of the corporation, declare under penalty
of  perjury  under the laws of the State of  California  that they have read the
foregoing Restated Articles of Incorporation and know the contents thereof,  and
that the same is true of their own knowledge.

     Executed at Napa, California on February 28, 2005

     /s/ Terry L. Robinson                     /s/ Wyman G. Smith
     ---------------------                     -------------------
     Terry L. Robinson                         Wyman G. Smith III






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