EXHIBIT 3.2

                                     BY LAWS

                                       OF

                             REDWOOD EMPIRE BANCORP



                                    ARTICLE I

                                     Offices

         Section 1. Principal Office. The Board of Directors (the "Board") shall
fix the location of the principal executive office of Redwood Empire Bancorp the
("Corporation") at any place within or outside the State of California. If the
principal executive office is located outside this state, and the Corporation
has one or more business offices in this state, the Board shall fix and
designate a principal business office in the State of California.

         Section 2. Other Offices.  Branch or other subordinate  offices may at
any time be established by the Board at such other places as it deems
appropriate.


                                   ARTICLE II

                            Meetings of Shareholders

         Section 1. Place of Meetings. Meetings of shareholders shall be held at
any place within or outside the State of California designated by the Board. In
the absence of any such designation, shareholders' meetings shall be held at the
principal executive office of the Corporation.

         Section 2. Annual Meeting. The annual meeting of shareholders shall be
held each year on a date and at a time designated by the Board. The date so
designated shall be within five (5) months after the end of the fiscal year of
the Corporation and within fifteen (15) months after the last annual meeting. At
such meeting, Directors shall be elected, and any other proper business within
the power of the shareholders may be transacted.

         Section 3. Special Meetings. Special meetings of the shareholders may
be called at any time by the Board, the Chairperson of the Board, the President,
or by the holders of shares entitled to cast not less than ten percent (10%) of
the votes at such meeting. If a special meeting is called by any person or
persons other than the Board, the request shall be in writing, specifying the
time of such meeting and the general nature of the business proposed to be
transacted, and shall be delivered personally or by registered mail to the


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Chairperson, the President, any Vice President or the Secretary of the
Corporation. The officer receiving the request shall cause notice to be promptly
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 receipt of the request. If the notice is not given
within 20 days after receipt of the request, the person or persons requesting
the meeting may give the notice. Nothing in this paragraph shall be construed as
limiting, fixing or affecting the time when a meeting of shareholders called by
action of the Board may be held.

         Section 4. Notice of Meetings. Written notice, on accordance with
Section 5 of this Article II, of each annual or special meeting of shareholders
shall be given not less than 10 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 (a) in the case of a special
meeting, the general nature of the business to be transacted, and no other
business may be transacted, or (b) in the case of the annual meeting, those
matters which the Board, at the time of the mailing of the notice, intends to
present for action by the shareholders, but, subject to the provisions of
applicable law, 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 the Board for election.

         If action is proposed to be taken at any meeting for approval of (a) a
contract or transaction in which a Director has a direct or indirect financial
interest, pursuant to Section 310 of the Corporations Code of California, (b) an
amendment of the Articles of Incorporation, pursuant to Section 902 of that
Code, (c) a reorganization of the Corporation, pursuant to Section 1201 of that
Code, (d) a voluntary dissolution of the Corporation, pursuant to Section 1900
of that Code, or (e) a distribution in dissolution other than in accordance with
the rights of outstanding preferred shares, pursuant to Section 2007 of that
Code, the notice shall also state the general nature of that proposal.

         Section 5. Manner of Giving Notice. Notice of a shareholders' meeting
shall be given either personally or by first-class mail or telegraphic or other
written communication, charges prepaid, addressed to the shareholder at the
address of that shareholder appearing on the books of the Corporation or given
by the shareholder to the Corporation for the purpose of notice. If no such
address appears on the Corporation's books or is given, notice shall be deemed
to have been given if sent to that shareholder by first-class mail or
telegraphic or other written communication to the Corporation's principal
executive office or if published at least once in a newspaper of general
circulation in the county in which that office is located. Notice shall be
deemed to have been given at the time when delivered personally or deposited in
the mail or sent by telegram or other means of written communication. An
affidavit of mailing other means of giving any notice in accordance with the
above provisions, executed by the Secretary, Assistant Secretary or other
transfer agent shall be prima facie evidence of the giving of the notice or
report.

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         Section 6. Quorum. The presence in person or by proxy of the holders of
a majority of the shares entitled to vote at any meeting shall constitute a
quorum for the transaction of business. The shareholders present at a duly
called or held meeting at which a quorum is present may continue to transact
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 at least a majority of the shares required to
constitute a quorum.

         Section 7. Adjourned Meeting and Notice Thereof. Any shareholders'
meeting, whether or not a quorum is present, may be adjourned from time to time
by the vote of a majority of the shares, the holders of which are either present
in person or represented by proxy thereat, but in the absence of a quorum
(except as provided in Section 6 of this Article II) no other business may be
transacted at such meeting.

         When any meeting of shareholders, either annual or special, is
adjourned to another time or place, notice need not be given of the adjourned
meeting if the time and place are announced at the meeting at which the
adjournment is taken. However, when any shareholders' meeting is adjourned for
more than 45 days from the date set for the original meeting, or, if after
adjournment a new record date is fixed for the adjourned meeting, notice of the
adjourned meeting shall be given as in the case of an original meeting. At any
adjourned meeting the Corporation may transact any business which may have been
transacted at the original meeting.

         Section 8. Voting. The shareholders entitled to notice of any meeting
or to vote at any such meeting shall be only persons in whose name shares stand
on the stock records of the Corporation on the record date determined in
accordance with Section 9 of this Article II.

         Voting shall in all cases be subject to the provisions of Sections 702
through 704, inclusive, of the Corporations Code of California (relating to
voting shares held by a fiduciary, in the name of a corporation, or in joint
ownership).

         The shareholders' vote may be by voice or ballot; provided, however,
that any election for Directors must be by ballot if demanded by any shareholder
before the voting has begun. On any matter other than election of Directors, any
shareholder may vote part of the shares in favor of the proposal and refrain
from voting the remaining shares or vote them against the proposal (other than
the election of Directors), but, if the shareholder fails to specify the number
of shares which the shareholder is voting affirmatively, it will be conclusively
presumed that the shareholder's approving vote is with respect to all shares
that the shareholder is entitled to vote. If a quorum is present, the
affirmative vote of the majority of the shares represented at the meeting and
entitled to vote on any matter (other than the election of Directors) shall be
the act of the shareholders, unless the vote of a greater number or voting by
classes is required by the Corporations Code of California or by the Articles of
Incorporation.

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         Subject to the following sentence and the provisions of Section 708 of
the Corporations Code of California, every shareholder entitled to vote at any
election of Directors 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
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 for any candidate or candidates pursuant to the preceding
sentence unless such candidate or candidates' names have been placed in
nomination prior to the voting and the shareholder has given notice, at the
meeting and before the voting begins, of the shareholder's intention to cumulate
the shareholder's votes. If any one shareholder has given such notice, all
shareholders may 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, shall be elected.

Section 9. Record Date. The Board may fix, in advance, a record date for the
determination of the shareholders entitled to notice of any meeting or to vote
or entitled to receive payment of any dividend or other distribution, or any
allotment of rights, or to exercise rights in respect of any other lawful
action. The record date so fixed shall be not more than 60 days nor less than 10
days prior to the date of the meeting nor more than 60 days prior to any other
action. When a record date is so fixed, only shareholders of record on that date
are entitled to notice of and to vote at the meeting or to receive the dividend,
distribution, or allotment of rights, or to exercise of the rights, as the case
may be, notwithstanding any transfer of 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. The Board shall fix a new record date if the meeting is adjourned for
more than 45 days.

         If no record date is fixed by the Board, 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 on the business day next
preceding the day on which notice is given or, if notice is waived, the close of
business on the business day next preceding the day on which the meeting is
held. The record date for determining shareholders for any purpose other than as
set forth in this Section 9 or Section 11 of this Article II shall be at the
close of business on the day on which the Board adopts the resolution relating
thereto, or the sixtieth day prior to the date of such other action, whichever
is later.

         Section 10. Consent of Absentees. 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 waiver of notice, or a consent to the holding of

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the meeting or an approval of the minutes thereof. All such waivers, consents,
or approvals shall be filed with the corporate records or made a part of the
minutes of the meeting. Attendance of a person at a meeting shall constitute a
waiver of notice of and presence at such meeting, except when the person
objects, at the beginning of the meeting, to the transaction of any business
because the meeting is not lawfully called or convened and except that
attendance at a meeting is not a waiver of any right to object to the
consideration of matters required by the Corporations Code of California 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 to be specified in any
written waiver of notice, except that if action is taken or proposed to be taken
for approval of any of those matters specified in the second paragraph of
Section 4 of this Article II, the waiver of notice or consent shall state the
general nature of the proposal.

Section 11. Action by Written Consent Without a Meeting. Subject to Section 603
of the Corporations Code of California, 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,
is signed by the holders of the 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, or their proxies. All such consents shall be filed with the Secretary of
the Corporation and shall be maintained in the corporate records; provided,
however, that (1) unless the consents of all shareholders entitled to vote have
been solicited in writing, notice of any shareholder approval without a meeting
by less than unanimous consent shall be given, as provided by Section 603(b) of
the Corporations Code of California, and (2) in the case of election of
Directors, such a consent shall be effective only if signed by the holders of
all outstanding shares entitled to vote for the election of Directors; provided,
however, that subject to applicable law, a Director may be elected at any time
to fill a vacancy on the Board that has not been filled by the Directors, by the
written consent of the holders of a majority of the outstanding shares entitled
to vote for the election of Directors. Any written consent may be revoked by a
writing received by the Secretary of 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.

         Unless a record date for voting purposes be fixed as provided in
Section 9 of this Article II, the record date for determining shareholders
entitled to give consent pursuant to this Section 11, when no prior action by
the Board has been taken, shall be the day on which the first written consent is
given.

         Section 12. Proxies. Every person entitled to vote shares or execute
written consents has the right to do so either in person or by one or more
persons authorized by a written proxy executed and dated by such shareholder and
filed with the Secretary of the Corporation prior to the convening of any
meeting of the shareholders at which any such proxy is to be used or prior to
the use of such written consent. A validly executed proxy

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which does not state that it is irrevocable continues in full force and effect
unless (1) revoked by the person executing it, before the vote pursuant thereto,
by a writing delivered to the Corporation stating that the proxy is revoked or
by a subsequent proxy executed by, or by attendance at the meeting and voting in
person by, the person executing the proxy; or (2) written notice of the death or
incapacity of the maker of the proxy is received by the Corporation before the
vote pursuant thereto is counted; provided, however, that no proxy shall be
valid after the expiration of 11 months from the date of its execution unless
otherwise provided in the proxy.

         Section 13. Inspectors of Election. In advance of any meeting of
shareholders, the Board may appoint any persons other than nominees for office
as inspectors of election to act at such meeting and any adjournment thereof. If
no inspectors of election are so appointed, or if any persons so appointed fail
to appear or fail or refuse to act, the Chairperson of any such meeting may, and
on the request of any shareholder or shareholder's proxy shall, appoint
inspectors of election at the meeting. The number of inspectors shall be either
one (1) or three (3). If inspectors are appointed at a meeting on the request of
one or more shareholders or proxies, the holders of a majority of shares or
their proxies present shall determine whether one (1) or three (3) inspectors
are to be appointed.

         The duties of such inspectors shall be as prescribed by Section 707(b)
of the Corporations Code of California and shall include: determining the number
of shares outstanding and the voting power of each; the shares represented at
the meeting; the existence of a quorum; the authenticity, validity and the
effect of proxies; receiving votes, ballots or consents hearing and determining
all challenges and questions in any way arising in connection with the right to
vote; counting and tabulating all votes or consents; determining when the polls
shall close; determining the result; and doing such acts as may be proper to
conduct the election or vote with fairness to all shareholders. 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.

         Section 14. Conduct of Meetings. The Chairperson shall conduct each
such meeting in a business-like and fair manner, but shall not be obligated to
follow any technical, formal or parliamentary rules or principles of procedure.
The Chairperson's rulings on procedural matters shall be conclusive and binding
on all shareholders, unless at the time of ruling a request for a vote is made
to the shareholders holding shares entitled to vote and which are represented in
person or by proxy at the meeting, in which case the decision of a majority of
such shares shall be conclusive and binding on all shareholders. Without
limiting the generality of the forgoing, the Chairperson shall have all the
powers usually vested in the Chairperson of a meeting of shareholders.



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                                   ARTICLE III

                                    Directors

         Section 1. Powers. Subject to the provisions of the Corporations Code
of California and any limitations in the Articles of Incorporation and these
Bylaws relating to action required to be approved by the shareholders or by the
outstanding shares, the business and affairs of the Corporation shall be managed
and all corporate powers shall be exercised by or under the direction of the
Board. The Board may delegate the management of the day-to-day operation of the
business of the Corporation to a management company or other person provided
that the business and affairs of the Corporation shall be managed and all
corporate powers shall be exercised under the ultimate direction of the Board.
Without prejudice to such general powers, but subject to the same limitations,
it is hereby expressly declared that the Board shall have the following powers
in addition to the other powers enumerated in these Bylaws:

                  (a) to select and remove all the other officers, agents, and
         employees of the Corporation, prescribe any powers and duties for them
         that are consistent with law, or with the Articles of Incorporation or
         these Bylaws, fix their compensation, and require from them security
         for faithful service;

                  (b) to conduct, manage, and control the affairs and business
         of the Corporation and to make such rules and regulations therefor not
         inconsistent with law, or with the Articles of Incorporation or these
         Bylaws, as they may deem best;

                  (c) to adopt, make, and use a corporate seal, and to prescribe
         the forms of certificates of stock, and to alter the form of such seal
         and of such certificates from time to time as in their judgment they
         may deem best;

                  (d) to authorize the issuance of shares of stock of the
         Corporation from time to time, upon such terms and for such
         consideration as may be lawful;

                  (e) to borrow money and incur indebtedness for the purposes of
         the Corporation, and to cause to be executed and delivered therefor, in
         the corporate name, promissory and capital notes, bonds, debentures,
         deeds of trust, mortgages, pledges, hypothecations or other evidences
         of debt and securities therefor and any agreements pertaining thereto;

                  (f) to prescribe the manner in which and the person or persons
         by whom any or all of the checks, drafts, notes, contracts and other
         corporate instruments shall be executed;

                  (g) to appoint and designate, by resolution adopted by a
         majority of the authorized number of Directors, one or more committees,
         each consisting of two or more Directors, including the appointment of
         alternate members of any

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         committee who may replace any absent member at any meeting of the
         committee; and any number of non-director members.

                  (h) generally, to do and perform every act or thing whatever
         that may pertain to or be authorized by the board of directors of a
         commercial bank under the laws of this state.

         Section 2. Number and Qualification of Directors. The authorized number
of Directors shall not be less than five (5) nor more than nine (9) until
changed by an amendment to this Bylaw adopted by the vote or written consent of
holders of a majority of the outstanding shares entitled to vote. The exact
number of directors shall be five (5), until changed, within the limits
specified above, by a Bylaw amending this Section 2, duly adopted by the Board
or by the shareholders.

         Section 3. Nominations for Election of Directors. Nominations for
election of members of the Board may be made by the Board or by any holder 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 (other
than for persons named in the Notice of any meeting called for the election of
Directors) are required to be made in writing and to be delivered or mailed to
the President of the Corporation by the later of: (i) the close of business 21
days prior to any meeting of shareholders called for election of Directors, or
(ii) 10 days after the date of mailing of notice of the meeting to shareholders.
Such notification must 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; (e) the number of shares of
capital stock of the Corporation owned by the notifying shareholder; (f) the
number of shares of capital stock of any bank, bank holding company, savings and
loan association or other depository institution owned beneficially by the
nominee or by the notifying shareholder and the identities and locations of any
such institutions; and (g) whether the proposed nominee has ever been convicted
of or pleaded nolo contendere to any criminal offense involving dishonesty or
breach of trust, filed a petition in bankruptcy or been adjudged bankrupt. The
notification shall be signed by the nominating shareholder and by each nominee,
and shall be accompanied by a written consent to be named as a nominee for
election as a Director from each proposed nominee. Nominations not made in
accordance with these procedures shall be disregarded by the chairperson of the
meeting, and upon his instructions, the inspectors of election shall disregard
all votes cast for each such nominee. The foregoing requirements do not apply to
the nomination of a person to replace a proposed nominee who has become unable
to serve as a Director between the last day for giving notice in accordance with
this paragraph and the date of election of Directors if the procedure called for
in this paragraph was followed with respect to the nomination of the proposed
nominee.

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         Section 4. Election and Term of Office. The Directors shall be elected
at each annual meeting of shareholders, but if any such annual meeting is not
held or the Directors are not elected thereat, the Directors may be elected at
any special meeting of shareholders held for that purpose. Each Director shall
hold office until the next annual meeting and until a successor has been elected
and qualified.

         Section 5. Vacancies. Any Director may resign effective upon giving
written notice to the Chairperson of the Board, the President, Secretary, or the
Board, 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.

         Vacancies on the Board may be filled by a majority of the remaining
Directors, though less than a quorum, or by a sole remaining Director, and each
Director so elected shall hold office until the next annual meeting and until
such Director's successor has been elected and qualified; provided, however,
that a vacancy on the Board existing as the result of a removal of a Director
may not be filled by the Directors, unless the Articles of Incorporation or a
bylaw adopted by the shareholders so provides.

         A vacancy or vacancies on the Board shall be deemed to exist in case of
the death, resignation, or removal or any Director, or if the authorized number
of Directors be increased, or if the shareholders fail, at an annual or special
meeting of shareholders at which any Director or Directors are elected, to elect
the full authorized number of Directors to be voted for at that meeting.

         The Board may declare vacant the office of a Director who has been
declared of unsound mind by an order of court or convicted of a felony.

         The shareholders may elect a Director or Directors at any time to fill
any vacancy or vacancies 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. If the Board
accepts the resignation of a Director tendered to take effect at a future time,
the Board or the shareholders shall have power to elect a successor to take
office when the resignation is to become effective.

         No reduction of the authorized number of directors shall have the
effect of removing any Director prior to the expiration of the Director's term
of office.

         Section 6. Place of Meeting. Regular meetings of the Board shall be
held at any place within the State of California which has been designated in
the notice of meeting or if their is no notice, at the principal executive
office of the Corporation, or at a place designated by resolution of the Board
or by the written consent of the Board. Any regular or special meeting is valid
wherever held if held upon written consent of all members of the Board given
either before or after the meeting and filed with the Secretary of the
Corporation.

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         Section 7. Regular Meetings. Immediately following each annual meeting
of shareholders and at the same place, the Board shall hold a regular meeting
for the purpose of organization, any desired election of officers, and the
transaction of other business. Notice of this meeting shall not be required.

         Other regular meetings of the Board shall be held without notice either
on the second Tuesday of each month at the hour of 8:00 a.m., or at such
different date and time as the Board may from time to time fix by resolution;
provided, however, should said day fall upon a legal holiday observed by the
Corporation at its principal office, then said meeting shall be held at the same
time and place on the next succeeding full business day. Call and notice of all
regular meetings of the Board are hereby dispensed with.

         Section 8.  Special  Meetings.  Special  meetings of the Board for any
purpose or  purposes  may be called at any time by the Chairperson of the Board,
the President, or the Secretary or by any two Directors.

         Special meeting of the Board shall be held upon three days written
notice by mail or 24 hours notice delivered personally or by telephone or
telegraph. Any such notice shall be addressed or delivered to each Director at
such Director's address as it is shown upon the records of the Corporation or as
may have been given to the Corporation by the Director for purposes of notice
or, if such address is not shown on such records or is not readily
ascertainable, at the place in which the meetings of the Directors are regularly
held. Such notice may, but need not, specify the purpose of the meeting, nor the
place if the meeting is to be held at the principal executive office of the
Corporation. Notice of any meeting of the Board need not be given to any
Director who attends the meeting without protesting, either prior thereto or at
its commencement, the lack of notice to such Director.

         Notice by mail shall be deemed to have been given at the time a written
notice is deposited in the United States mails, postage prepaid. Any other
written notice to shall be deemed to have been given at the time it is
personally delivered to the recipient or is delivered to a common carrier for
transmission or actually transmitted by the person giving the notice by
electronic means, to the recipient. Oral notice shall be deemed to have been
given at the time it is communicated, in person or by telephone or wireless, to
the recipient or to a person at the office of the recipient whom the person
giving the notice has reason to believe will promptly communicate it to the
recipient.

         Section 9. Quorum. A majority of the authorized number of Directors
constitutes a quorum of the Board for the transaction of business, except to
adjourn as hereinafter provided. Every act or decision done or made by a
majority of the Directors present at a meeting duly held at which a quorum is
present shall be regarded as the act of the Board, unless a greater number be
required by the Articles of Incorporation and subject to the provisions of
Section 310 of the Corporations Code of California (as to approval of contracts
or transactions in which a Director has a direct or indirect material financial


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interest), Section 311 (as to appointment of committees), and Section 317(e) (as
to indemnification of directors). 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 at least a majority of the
required quorum for such meeting.

         Section 10. Participation in Meetings by Conference Telephone. Members
of the Board may participate in a meeting through use of a conference telephone
or similar communications equipment, so long as all members participating in
such meeting can hear one another. Participation in a meeting pursuant to
Section 9 constitutes "presence" in person at such a meeting.

         Section 11. Waiver of Notice. The transactions of any meeting of the
Board, however called and noticed or wherever held, are as valid as though had
at a meeting duly held after regular call and notice if a quorum is present and
if, either before or after the meeting, each of the Directors not present signs
a written waiver of notice, a consent to holding such meeting or an approval of
the minutes thereof. All such waivers, consents or approvals shall be filed with
the corporate record or made a part of the minutes of the meeting.

         Section 12. Adjournment. A majority of the Directors present, whether
or not a quorum is present, may adjourn any Directors' meeting to another time
and place. Notice of the time and place of holding an adjourned meeting need not
be given, unless the meeting is adjourned for more than twenty-four hours, in
which case notice of the time and place shall be given before the time of the
adjourned meeting, in the manner specified in Section 7 of this Article III, to
the Directors who were not present at the time of the adjournment.

         Section 13. Action Without Meeting. Any action required or permitted to
be taken by the Board may be taken without a meeting if all members of the Board
shall individually or collectively consent in writing to such action. Such
action by written consent shall have the same effect as a unanimous vote of the
Board. Such consent or consents shall be filed with the minutes of the
proceedings of the Board.

         Section 14. Fees and Compensation. Directors and members of committees
may receive such compensation, if any, for their services, and such
reimbursement for expenses, as may be fixed or determined by resolution of the
Board. This Section 14 shall not be construed to preclude any Director from
serving the Corporation in any other capacity as an officer, agent, employee, or
otherwise, and receiving compensation for those services.

         Section 15. Rights of Inspection. Every Director of the Corporation
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 also of its subsidiary corporations, domestic
or foreign. Such inspection by a Director



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may be made in person or by agent or attorney and includes the right to copy
and obtain extracts.

         Section 16. Unanimous Consent Regarding Subsidiary Bank Matters. The
Board authorizes the Secretary to cite unanimous consent of the Corporation as
sole shareholder with respect to wholly-owned bank subsidiary matters which are
approved by the Board.


                                   ARTICLE IV

                                    Officers

         Section 1. Officers. The officers of the Corporation shall be a
President, a Vice President, a Secretary, and a Chief Financial Officer. The
Corporation may also have, at the discretion of the Board, a Chairperson of the
Board, a Vice Chairperson of the Board, one or more Vice Presidents, one or more
Assistant Financial Officers, one or more Assistant Secretaries and such other
officers as may be elected or appointed in accordance with provisions of Section
3 of this Article IV. One person may hold two or more offices, except those of
President and Chief Financial Officer.

         Section 2. Election. The officers of the Corporation, except such
officers as may be elected or appointed in accordance with the provisions of
Section 3 or Section 5 of this Article IV, shall be chosen by, and shall serve
at the pleasure of, the Board, and shall hold their respective offices until
their resignation, removal, or other disqualification from service, or until
their respective successors shall be elected, subject to the rights, if any, of
an officer under any contract of employment.

         Section 3. Subordinate Officers. The Board may elect, and may empower
the President to appoint, such other officers as the business of the Corporation
may require, each of whom shall hold office for such period, have such
authority, and perform such duties as are provided in these Bylaws or as the
Board may from time to time determine.

         Section 4. Removal and Resignation. Subject to the rights, if any, of
an officer under any contract of employment, any officer may be removed, either
with our without cause, by the Board at any time, or, except in the case of an
officer chosen by the Board, by any officer upon whom such power of removal may
be conferred by the Board.

         Any officer may resign at any time by giving written notice to the
Corporation, but without prejudice to the rights, if any, of the Corporation
under any contract to which the officer is a party. Any such resignation shall
take effect at the date of the receipt of such notice or at any later time
specified therein; and, unless otherwise specified therein, the acceptance of
such resignation shall not be necessary to make it effective.


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<PAGE>
         Section 5. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or any other cause shall be filled in the
manner prescribed in these Bylaws for regular election or appointment to such
office.

         Section 6. Chairperson of the Board. The Chairperson of the Board, if
there shall be such an officer, shall, if present, preside at all meetings of
the Board and of the shareholders, and exercise and perform such other powers
and duties as may be assigned from time to time by the Board.

         Section 7. Vice Chairperson. The Vice Chairperson of the Board, if
there shall be such an officer, shall in the absence of the Chairperson of the
Board, preside at all meetings of the Board and of the shareholders, and
exercise and perform such other powers and duties as may be assigned from time
to time by the Board.

         Section 8. President. Subject to such powers, if any, as may be given
by the Board to the Chairperson of the Board, if there be such an officer, the
President is the General Manager and Chief Executive Officer of the Corporation
and has, subject to the control of the Board, general supervision, direction and
control of the business and officers of the Corporation. In the absence of both
the Chairperson of the Board and Vice Chairperson, or if there be none, the
President shall preside at all meetings of the shareholders and at all meetings
of the Board. The President has the general powers and duties of management
usually vested in the office of President and General Manager of a corporation
and such other powers and duties as may be prescribed by the Board.

         Section 9. Vice Presidents. In the absence or disability of the
President, the Vice Presidents in order of their rank as fixed by the Board or,
if not ranked, the Vice President designated by the Board, 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 upon, the President. The Vice Presidents shall
have such other powers and perform such other duties as from time to time may be
prescribed for them respectively by the Board or the Bylaws, and the President
or the Chairperson of the Board.

         Section 10. Secretary. The Secretary shall keep or cause to be kept, at
the principal executive office or such other place as the Board may order, a
book of minutes of all meetings of shareholders, the Board and its committees,
with the time and place of holding, whether regular or special, and, if special,
how authorized, the notice thereof given, the names of those present or
represented at shareholders' meetings, and the proceedings thereof.

         The Secretary shall keep, or cause to be kept, a copy of the Bylaws of
the Corporation at the principal executive office or business office in
accordance with Section 213 of the Corporations Code of California. The
Secretary shall keep, or cause to be kept, at the principal executive office or
at the office of the Corporation's transfer agent or registrar, if one be
appointed, a share register, or a duplicate share register, showing the names of
the shareholders and their addresses, the number and classes of



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<PAGE>

shares held by each, the number and date of certificates issued for the same,
and the number and date of cancellation of every certificate surrendered for
cancellation.

         The Secretary shall give, or cause to be given, notice of all the
meetings of the shareholders, of the Board and of any committees thereof
required by these Bylaws or by law to be given, shall keep the seal of the
Corporation in safe custody, and shall have other powers and perform such other
duties as may be prescribed by the Board.

         Section 11. Assistant Secretary. The Assistant Secretary of the
Assistant Secretaries, in the order of their seniority, shall, in the absence or
disability of the Secretary, or in the event of such officer's refusal to act,
perform the duties and exercise the powers and discharge such duties as may be
assigned from time to time by the President or by the Board.

         Section 12. Chief Financial Officer. The Chief Financial Officer shall
keep and maintain, or cause to be kept and maintained, adequate and correct
books and records of the properties and business transactions of the
Corporation, including accounts of its assets, liabilities, receipts,
disbursements, gains, losses, capital, retained earnings and shares, and shall
send or cause to be sent to the shareholders of the Corporation such financial
statements and reports as are by law or these Bylaws required to be sent to
them. The books of account shall at all times be open to inspection by any
Director of the Corporation.

         The Chief Financial Officer shall deposit all monies and other
valuables in the name and to the credit of the Corporation with such
depositories as may be designated by the Board. The Chief Financial Officer
shall disburse the funds of the Corporation as may be ordered by the Board,
shall render to the President and Directors, whenever they request it, an
account of all transactions engaged in as Treasurer and of the financial
condition of the Corporation, and shall have such other powers and perform such
other duties as may be prescribed by the Board.

         Section 13. Assistant Financial Officer. The Assistant Financial
Officer or the Assistant Financial Officers, in the order of their seniority,
shall, in the absence or disability of the Chief Financial Officer, or in the
event of such officer's refusal to act, perform the duties and exercise the
powers of the Chief Financial Officer, and shall have such additional powers and
discharge such duties as may be assigned from time to time by the President or
by the Board.

         Section 14. Salaries. The salaries of the officers shall be fixed from
time to time by the Board and no officer shall be prevented from receiving such
salary by reason of the fact that such officer is also a Director of the
Corporation.

         Section 15. Officers Holding More Than One Office. Any two or more
offices, except those of President and Chief Financial Officer, may be held by
the same person,



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<PAGE>

but no officer shall execute, acknowledge or verify any instrument in more than
one capacity.

         Section 16. Inability To Act. In the case of absence or inability to
act of any officer of the Corporation and of any person herein authorized to act
in his or her place, the Board may from time to time delegate the powers or
duties of such officer or any other officer, or any Director or other person
whom it may select.


                                    ARTICLE V

                                Other Provisions

         Section 1. Inspection of Corporate Records. The Corporation shall keep
at its principal executive office a record of its shareholders, giving the names
and addresses of all shareholders and the number and class of shares held by
each shareholder. A shareholder or shareholders of the Corporation holding at
least five percent (5%) in the aggregate of the outstanding voting shares of the
Corporation may:

                  (a) inspect and copy the record of shareholders' names and
         addresses and shareholdings during usual business hours upon five
         business days prior notice demand upon the Corporation; or

                  (b) obtain from the transfer agent, if any, 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.

         Section 2. Inspection of Bylaws. The Corporation shall keep in its
principal executive office the original or a copy of these Bylaws as amended to
date, which shall be open to inspection by shareholders at all reasonable times
during office hours.

         Section 3. Endorsement of Documents; Contracts. Subject to the
provisions of applicable law, any note, mortgage, evidence of indebtedness,
contract, share certificate, conveyance, or other instrument in writing and any
assignment or endorsements thereof executed or entered into between the
Corporation and any other person, when signed by the President or any Vice
President, and the Treasurer or any Assistant Treasurer of the Corporation, or
when stamped with a facsimile signature of such appropriate officers in the case
of share certificates, shall be valid and binding upon the Corporation in the
absence of actual knowledge on the part of the other person that the signing
officers had not the authority to execute the same. Any such instruments may be
signed by any other



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<PAGE>

person or persons and in such manner as from time to time shall be determined by
the Board, and unless so authorized by the Board, no officer, agent, or employee
shall have any power or authority to bind the Corporation by any contract or
engagement or to pledge its credit or to render it liable for any purpose or
amount.

         Section 4. Certificates of Stock. Every holder of shares of the
Corporation shall be entitled to have a certificate signed in the name of the
Corporation by the President or Vice President and by the Chief Financial
Officer or Assistant Financial Officer or by the Secretary or Assistant
Secretary, or a facsimile signature of such persons stamped thereon, certifying
the number of shares and the class or series of shares owned by the shareholder.
The signatures on the certificates may be facsimile signatures. If any officer,
transfer agent, or registrar who has signed a certificate shall have ceased to
be such officer, transfer agent, or registrar before such certificate is issued,
it may be issued by the Corporation with the same effect as if such person were
an officer, transfer agent, or registrar at the date of issue.

         Except as provided in this Section 4, no new certificates for shares
shall be issued in lieu of an old one unless the latter is surrendered and
cancelled at the same time. The Board may, however, in case any certificate for
shares is alleged to have been lost, stolen, or destroyed, authorize the
issuance of a new certificate in lieu thereof, and the Corporation may require
that the Corporation be given a bond or other adequate security sufficient to
indemnify it against any claim that may be made against it (including expense or
liability) on account of the alleged loss, theft, or destruction of such
certificate or the issuance of such new certificate.

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

         Section 5. Representation of Shares of Other Corporations. The
President or any other officer or officers authorized by the Board or the
President are each authorized to vote, represent and exercise on behalf of the
Corporation all rights incident to any and all shares of any other corporation
or corporations standing in the name of the Corporation. The authority herein
granted may be exercised by any such officer in person or by any other person
authorized to do so by proxy or power of attorney duly executed by said officer.

         Section 6. Seal. The corporate seal of the Corporation shall consist of
two concentric circles, between which shall be the name of the Corporation, and
in the center shall be inscribed the word "Incorporated" and the date of its
incorporation.

         Section 7. Fiscal  Year.  The fiscal year of the  Corporation  shall
begin on the first day of January and end on the 31st day of December of each
year.



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<PAGE>

         Section 8. Construction and Definitions. Unless the context otherwise
requires, the general provisions, rules of construction and definitions
contained in the Corporations Code of California shall govern the construction
of these Bylaws. Without limiting the generality of this provision, the singular
number includes the plural, the plural number includes the singular, and the
term "person" includes both a corporation and a natural person.

         Section 9. Bylaw Provisions Contrary to or Inconsistent with Provisions
of Law. Any article, section, subsection, subdivision, sentence, clause or
phrase of these Bylaws which, upon being construed in the manner provided in
this Section 9, shall be contrary to or inconsistent with any applicable
provision of the Accountancy Corporation Board of the State of California or
other applicable law of the State of California or of the United States shall
not apply so long as said provisions of law shall remain in effect, but such
result shall not affect the validity of applicability of any other portions of
these Bylaws, it being hereby declared that these Bylaws would have been adopted
and each article, section, subsection, subdivision, sentence, clause or phrase
thereof, irrespective of the fact that any one or more articles, sections,
subsections, subdivisions, sentences, clauses or phrases is or are illegal.


                                   ARTICLE VI

                                 Indemnification


         Section 1. Definitions. For the purposes of this article VI, "agent"
includes any person who is or was a Director, officer, employee, or other agent
of the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee, or agent of another foreign or domestic
corporation, partnership, joint venture, trust, or other enterprise, or was a
director, officer, employee, or agent of a foreign or domestic corporation which
was a predecessor corporation of the Corporation of another enterprise at the
request of such predecessor corporation; "Proceeding" includes any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative arbitration or investigative (other than an action by or in the
right of the Corporation); and "Expenses" includes, without limitation,
attorneys' fees and any expenses of establishing a right to indemnification
pursuant to law.

         Section 2. Extent of Indemnification. The Corporation shall, to the
maximum extent permitted by the Corporations Code of California, advance
expenses to and indemnify each of its agents against Expenses, judgments, fines,
settlements and other amounts actually and reasonably incurred in connection
with any Proceeding arising by reason of the fact any such person is or was an
agent of the Corporation.

         Section 3. Insurance. The Corporation shall have power to purchase and
maintain insurance on behalf of any agent of the Corporation against any
liability asserted




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<PAGE>

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 this Article VI.



                                   ARTICLE VII

                                   Amendments

         Section 1. Amendment by Shareholders. New Bylaws may be adopted or
these Bylaws may be amended or repealed by the vote or written consent of
holders of a majority of the outstanding shares entitled to vote; provided,
however, that if the Articles of Incorporation of the Corporation set forth the
number of authorized Directors of the Corporation, the authorized number of
Directors may be changed only by an amendment of the Articles of Incorporation.

         Section 2. Amendment by Directors. Subject to the rights of the
shareholders as provided in Section 1 of this Article VII, Bylaws, other than a
Bylaw or an amendment of a Bylaw changing the authorized number of Directors,
may be adopted, amended or repealed by the Board.











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