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

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(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.  Quorum.  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

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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.

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           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
meeting, by attendance at such meeting and voting in person by the
person executing the proxy.  The dates contained on the forms of
proxy presumptively determine the order of execution, regardless
of the postmark dates 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.

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           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.

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           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.

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           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.

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           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.

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<PAGE>

           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.

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<PAGE>

           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.

                                       41
<PAGE>

           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:

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<PAGE>

           (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 to the
extent provided in the resolution of the Board of Directors 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.

Dated: January 26, 1999


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<PAGE>

Section 11 of Article II of the Central Coast Bancorp bylaws shall be
amended in its entirety to read as follows:


     Section  11.  Voting  Rights;   No  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   Bylaws  for  the
determination  of shareholders of record shall be entitled to
notice of and to vote at a  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  corporate  action in
writing without a meeting,  when no prior action by the Board
of  Directors  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 of
Directors  adopts the  resolution  relating  thereto,  or the
60th day prior to the date of such  other  action,  whichever
is later.

     No  holder  of any  class of  stock  of the  corporation
shall be entitled to cumulate  votes in  connection  with any
election of directors of the corporation.

     In any election of directors,  the candidates  receiving
the  highest  number of votes of the  shares  entitled  to be
voted for them 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 17 of Article III of the Central Coast Bancorp bylaws
shall be amended in its entirety to read as follows:


     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, the 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,  begin   immediately   after  their  election  and  shall
continue  until their  respective  successors are elected and
qualified.  In  the  event  that  the  authorized  number  of
directors  shall be fixed at nine (9) or more,  the  board of
directors  shall be divided  into three  classes,  designated
Class I, Class II and Class III.  Each  class  shall  consist
of  one-third of the  directors or as close an  approximation
as possible.  The initial term of office of the  directors of
Class I shall expire at the annual  meeting to be held during
fiscal  year  2002,   the  initial  term  of  office  of  the
directors of Class II shall  expire at the annual  meeting to
be held  during  fiscal  year  2003 and the  initial  term of
office of the  directors  of Class  III  shall  expire at the
annual  meeting to be held during  fiscal year 2004.  At each
annual  meeting,  commencing  with the  annual  meeting to be
held during fiscal year 2002,  each of the  successors to the
directors  of the class whose term shall have expired at such
annual  meeting shall be elected for a term running until the
third annual meeting next  succeeding his or her election and
until his or her  successor  shall have been duly elected and
qualified.  In  the  event  that  the  authorized  number  of
directors  shall be fixed with at least six (6) but less than
nine (9),  the board of  directors  shall be divided into two
classes,  designated  Class I and Class II.  Each class shall
consist  of  one-half  of  the   directors  or  as  close  an

                                       44
<PAGE>

approximation  as possible.  At each annual meeting,  each of
the  successors  to the  directors  of the class  whose  term
shall have  expired at such annual  meeting  shall be elected
for a term  running  until the  second  annual  meeting  next
succeeding   his  or  her  election  and  until  his  or  her
successor   shall  have  been  duly  elected  and  qualified.
Notwithstanding  the rule that the classes shall be as nearly
equal in number of  directors  as  possible,  in the event of
any  change  in the  authorized  number  of  directors,  each
director then continuing to serve as such shall  nevertheless
continue  as a director  of the class of which he or she is a
member until the  expiration  of his or her current  term, or
his or her  prior  death,  resignation  or  removal.  At such
annual election,  the directors chosen to succeed those whose
terms  then  expire  shall  be  of  the  same  class  as  the
directors they succeed,  unless, by reason of any intervening
changes in the authorized  number of directors,  the board of
directors  shall  designate one or more  directorships  whose
term then expires as  directorships of another class in order
more nearly to achieve  equality of number of directors among
the classes.

     This  Section  17 may be  amended  or  repealed  only by
approval  of the  board  of  directors  and  the  outstanding
shares (as defined in Section 152 of the  California  General
Corporation  Law) voting as a single  class,  notwithstanding
Section 903 of the California General Corporation Law.

Date of amendment: June 11, 2001

I, Linda Higley, Assistant Corporate Secretary, hereby confirm that all
of the foregoing amendments as of the dates certified are full and complete
copies of the articles as amended certified by the California Secretary of
State as of the date set forth.



                                        /s/ LINDA HIGLEY
                                            ------------------
                                            Linda Higley
                                            (Assistant Corporate Secretary)



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