<PAGE>
                                                                    EXHIBIT 3

                                                                      FILED
                                                                   SEP 26 1988
                                                                      10 AM
                                                                  /s/ illegible
                                                                    illegible

                               STATE OF DELAWARE
                         CERTIFICATION OF INCORPORATION
                                       OF
                          BAY VIEW CAPITAL CORPORATION

     Section 1. Corporate Title. The name of the Corporation is Bay View
Capital Corporation.

     Section 2. Duration. The duration of the Corporation is perpetual.

     Section 3. Powers. The purpose or purposes for which the corporation is
organized are to engage in any lawful act or activity for which corporations
may be organized under the General Corporation Law of Delaware.

     Section 4. Capital Stock. The total number of shares of capital stock which
the Corporation has authority to issue is 27,000,000, 20,000,000 of which shall
be common stock, par value $.01 per share, and 7,000,000 of which shall be
serial preferred stock, par value $.01 per share, with rights and preferences to
be determined by the board of directors upon issuance. The authorized shares may
be issued by the Corporation from time to time as approved by its board of
directors without the approval of its stockholders, except to the extent that
such approval is required by governing law, rule or regulation. The
consideration for the issuance of the shares shall be paid in full before their
issuance and shall not be less than the par value per share. Except as permitted
by Delaware law, neither promissory notes nor future services shall constitute
payment or part payment for the issuance of the shares of the Corporation. The
consideration for the shares shall be cash, tangible or intangible property,
labor or services actually performed for the Corporation or any combination of
the foregoing. In the absence of actual fraud in the transaction, the value of
such property, labor or services, as determined by the board of directors of the
Corporation, shall be conclusive. Upon payment of such consideration such shares
shall be deemed to be fully paid and non-assessable. In the case of a stock
dividend, that part of the surplus of the Corporation which is transferred to
stated capital upon the issuance of shares as a share dividend shall be deemed
to be the consideration for their issuance.

     Section 5. Preemptive Rights. Holders of the capital stock of the
Corporation shall not be entitled to preemptive rights with respect to any
shares of other securities of the Corporation which may be issued.




<PAGE>

Section 6. Internal Affairs

     Paragraph 1.

     The corporation shall be under the direction of a board of directors. The
number of directors shall be as stated in the Corporation's bylaws, as may be
amended from time to time. The directors shall be divided into three classes as
nearly equal in number as possible. The members of each class shall be elected
for a term of three years and until their successors are elected and qualified.
One class shall be elected by ballot annually.

     At a meeting of stockholders called expressly for that purpose, any
director may be removed for cause by a vote of the holders of a majority of the
shares entitled to vote at an election of directors. If less than the entire
board is to be removed, no one of the directors may be removed if the votes cast
against the removal would be sufficient to elect a director if then cumulatively
voted at an election of the class of directors of which such director is a part.
Whenever the holders of the shares of any class are entitled to elect one or
more directors by the provisions of this certificate or incorporation or
supplemental sections hereto, the provisions of this section shall apply, in
respect to the removal of a director or directors so elected, to the vote of the
holders of the outstanding shares of that class and not to the vote of the
outstanding shares as a whole.

     Paragraph 2.

     The term of office of directors initially elected by the stockholders shall
be as follows: the term of office of directors of the first class shall expire
at the first annual meeting of stockholders after their election; the term of
office of directors of the second class shall expire at the second annual
meeting of stockholders after their election and the term of office of directors
of the third class shall expire at the third annual meeting of stockholders
after their election; and, as to directors of each class, when their respective
successors are elected and qualified. At each subsequent annual meeting of
stockholders, directors elected to succeed those whose terms are expiring shall
be elected for a term of office to expire at the third succeeding annual meeting
of stockholders and when their respective successors are elected and qualified.

     Vacancies in the board of directors, however caused, shall be filled by a
majority vote of the directors then in office, whether or not a quorum, and any
directors so chosen shall hold office for a term expiring at the annual meeting
of stockholders at which the term of the class to which he has been chosen
expires and when his successor is elected and qualified.
<PAGE>
          All actions required or permitted to be taken by the stockholders
     shall be voted upon at an annual or special meeting of the stockholders
     rather than by written consent in lieu of a meeting.

     Section 7.  Registered Office.  The street address of the Corporation's
registered office in the State of Delaware is 1209 Orange Street, in the City of
Washington, County of New Castle, and the name of its registered agent at such
address is The Corporation Trust Company.

     Section 8.  Call of Special Meetings.  Special meetings of the stockholders
for any purpose or purposes may be called at any time by the chairman of the
board, the president, or a majority of the directors then in office.

     Section 9.  Indemnification.

          Paragraph 1.  Power to Indemnify in Actions, Suits or Proceedings
                        Other Than Those By or In the Right of the Corporation.

          Subject to Paragraph 3 of this Section 9, the Corporation shall
     indemnify any person who was or is a party or is threatened to be made a
     party to any threatened, pending or completed action, suit or proceeding,
     whether civil, criminal, administrative or investigative (other than an
     action by or in the right of the Corporation), by reason of the fact that
     he is or was a director, officer, employee or agent of the Corporation or a
     wholly-owned direct or indirect subsidiary of the Corporation, or is or was
     serving at the request of the Corporation as a director, officer, employee
     or agent of another corporation, partnership, joint venture, trust or other
     enterprise, against the expenses (including attorneys' fees), judgments,
     fines and amounts paid in settlement actually and reasonably incurred by
     him in connection with such action, suit or proceeding if he acted in good
     faith and in a manner he reasonably believed to be in or not opposed to the
     best interests of the Corporation, and, with respect to any criminal action
     or proceeding, had no reasonable cause to believe his conduct was unlawful.
     The termination of any action, suit or proceeding by judgment, order,
     settlement, conviction, or upon a plea of nolo contendere or its
     equivalent, shall not, of itself, create a presumption that the person did
     not act in good faith and in a manner which he reasonably believed to be in
     or not opposed to the best interest of the Corporation, and, with respect
     of any criminal action or proceeding, had reasonable cause to believe that
     his conduct was unlawful.
<PAGE>
     Paragraph 2.   Power to Indemnify in Actions, Suits or Proceedings By or In
                    the Right of the Corporation.

     Subject to Paragraph 3 of this Section 9, the Corporation shall indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending, or completed action or suit by or in the right of the
Corporation to procure a judgement in its favor by reason of the fact that he is
or was a director, officer, employee or agent of the Corporation or a
wholly-owned direct or indirect subsidiary of the Corporation, or is or was
serving at the request of the Corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), actually and
reasonably incurred by him in connection with the defense or settlement of such
action or suit if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interest of the Corporation; except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the Corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all of the circumstances of the
case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper.

     Paragraph 3.   Authorization of Indemnification.

     Any indemnification under this Section 9 (unless ordered by a court) shall
be made by the Corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer, employee or agent
is proper in the circumstances because he has met the applicable standard of
conduct set forth in Paragraph 1 or Paragraph 2 of this Section 9, as the case
may be. Such determination shall be made (i) by the board of directors by a
majority vote of a quorum consisting of directors who were not parties to such
action, suit or proceeding, or (ii) if such a quorum is not obtainable, or, even
if obtainable a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion, or (iii) by the stockholders. To the extent,
however, that a director, officer, employee or agent of the Corporation has been
successful on the merits or otherwise in defense of any action, suit or
proceeding described above, or in defense of any claim, issue or matter therein,
he shall be indemnified against expenses, (including attorneys' fees) actually
and reasonably incurred by him in connection therewith, without the necessity of
authorization in the specific case. No director, officer, employee or agent of
the Corporation shall be entitled to indemnification in connection with any
action, suit or proceeding voluntarily initiated by such person unless the
action, suit or proceeding was authorized by a majority of the Entire Board of
Directors.
<PAGE>

     Paragraph 4. Good Faith Defined.

     For purposes of any determination under Paragraph 3 of this Section 9, a
person shall be deemed to have acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interest of the Corporation, or,
with respect to any criminal action or proceeding, to have had no reasonable
cause to believe his conduct was unlawful, if his action is based on the records
or books of account of the Corporation or another enterprise or on information
supplied to him by the officers of the Corporation or another enterprise in the
course of their duties, or on the advice of legal counsel for the Corporation or
another enterprise or on information or records given or reports made to the
Corporation or another enterprise by an independent certified public accountant
or by an appraiser or other expert selected with reasonable care by the
Corporation or another enterprise. The term "another enterprise" as used in this
Paragraph 4 shall mean any other corporation or any partnership, joint venture,
trust or other enterprise of which such person is or was serving at the request
of the Corporation as a director, officer, employee or agent. The provisions of
this Paragraph 4 shall not be deemed to be exclusive or to limit in any way the
circumstances in which a person may be deemed to have met the applicable
standards of conduct set forth in Paragraphs 1 or 2 of this Section 9, as the
case may be.

     Paragraph 5. Indemnification by a Court.

     Notwithstanding any contrary determination in the specific case under
Paragraph 3 of this Section 9, and notwithstanding the absence of any
determination thereunder, any director, officer, employee or agent may apply to
any court of competent jurisdiction in the State of Delaware for indemnification
to the extent otherwise permissible under Paragraphs 1 and 2 of this Section 9.
The basis of such indemnification by a court shall be a determination by such
court that indemnification of the director, officer, employee or agent is proper
in the circumstances because he has met the applicable standards of conduct set
forth in Paragraphs 1 or 2 of this Section 9, as the case may be. Notice of any
application for indemnification pursuant to this Paragraph 5 shall be given to
the Corporation promptly upon the filing of such application. Notwithstanding
any of the Foregoing, unless otherwise required by law, no director, officer,
employee or agent of the Corporation shall be entitled to indemnification in
connection with any action, suit or proceeding voluntarily initiated by such
person unless the action, suit or proceeding was authorized by a majority of the
Entire Board of Directors.

     Paragraph 6. Expenses Payable in Advance.

     Expenses incurred in defending or investigating a threatened or pending
action, suit or proceeding may be paid by the Corporation in advance of the
final disposition of
<PAGE>
such action, suit or proceeding upon receipt or an undertaking by or on behalf
of the director, officer, employee or agent to repay such amount if it shall
ultimately be determined that he is not entitled to be indemnified by the
Corporation as authorized in this Section 9.

     Paragraph 7.  Non-exclusivity and Survival of Indemnification.

     The indemnification and advancement of expenses provided by, or granted
pursuant to, the other subsections of this Section 9 shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any agreement, contract, vote of
stockholders or disinterested directors or pursuant to the direction (howsoever
embodied) of any court of competent jurisdiction or otherwise, both as to action
in his official capacity and as to action in another capacity while holding such
office, it being the policy of the Corporation that, subject to the limitation
in Paragraph 3 of this Section 9 concerning voluntary initiation of actions,
suits or proceedings, indemnification of the persons specified in Paragraphs 1
and 2 of this Section 9 shall be made to the fullest extent permitted by law.
The provisions of this Section 9 shall not be deemed to preclude the
indemnification of any person who is not specified in Paragraphs 1 or 2 of this
Section 9 but whom the Corporation has the power or obligation to indemnify
under the provisions of the General Corporation Law of the State of Delaware, or
otherwise.  The indemnification provided by this Section 9 shall, unless
otherwise provided when authorized or ratified, continue as to a person who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such person.

     Paragraph 8.  Insurance.

     The Corporation may purchase and maintain insurance on behalf of any person
who is or was a director, officer, employee or agent of the Corporation, or is
or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against any liability asserted against him and incurred by him
in any such capacity, or arising out of his status as such, whether or not the
Corporation would have the power or the obligation to indemnify him against such
liability under the provisions of this Section 9.

     Paragraph 9.  Meaning of "Corporation" for Purposes of Section 9.

     For purposes of this Section 9, references to the "Corporation" shall
include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power and
authority to indemnify its directors,
<PAGE>
     officers and employees or agents, so that any person who is or was a
     director, officer, employee or agent of such constituent corporation, or is
     or was serving at the request of such constituent corporation as a
     director, officer, employee or agent of another corporation, partnership,
     joint venture, trust or other enterprises, shall stand in the same position
     under the provisions of this Section 9 with respect to the resulting or
     surviving corporation as he would have with respect to such constituent
     corporation if its separate existence had continued.


     Section 10. Limitation on Personal Liability of Directors. No director
shall be personally liable to the Corporation or its stockholders for monetary
damages for any breach of fiduciary duty by such director as a director.
Notwithstanding the foregoing sentence, a director shall be liable to the
extent provided by applicable law (i) for breach of the director's duty of
loyalty to the Corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) pursuant to Section 174 of the Delaware General Corporation Law, or
(iv) for any transaction from which the director derived an improper personal
benefit. No amendment to or repeal of this Section 10 shall apply to or have
any effect on the liability or alleged liability of any director of the
Corporation for or with respect to any acts or omissions of such director
occurring prior to such amendment.

     Section 11. Beneficial Ownership Limitation. The provisions of this
Section 11 shall become effective upon Bay View Federal Savings and Loan
Association (the "Association") becoming a majority-owned subsidiary of the
Corporation. In the event that thereafter the Association (or any successor
institution) ceases to be a majority-owned subsidiary of the Corporation, this
Section 11 shall thereupon cease to be effective.

     Notwithstanding anything contained in the Corporation's certificate of
incorporation or bylaws to the contrary, for a period of five years after May
16, 1986, the date of completion of the conversion of the Association
from mutual to stock form, no person may, directly or indirectly, offer to
acquire or acquire the beneficial ownership of more than 10 percent of any
class of an equity security of the Corporation.

     In the event shares are acquired in violation of this Section 11, all
shares beneficially owned by any person in excess of 10 percent shall be
considered "excess shares" and shall not be counted as shares entitled to vote
and shall not be voted by any person or counted as voting shares in connection
with any matters submitted to the stockholders for a vote.

     For purposes of this Section 11, the following definitions apply:

          (1) The term "person" includes an individual, a group acting in
     concert, a corporation, a partnership, an association, a joint stock
     company, a trust, or similar organization, a syndicate or any other
     group
<PAGE>
     formed for the purpose of acquiring, holding or disposing of the
     equity securities of the Corporation.

          (2)  The term "offer" includes every offer to buy or otherwise
     acquire, solicitation of an offer to sell, tender offer for or request
     or invitation for tenders of, a security or interest in a security for
     value.

          (3)  The term "acquire" includes every type of acquisition,
     whether affected by purchase, exchange, operation of law or otherwise.

          (4)  The term "acting in concert" means (a) knowing participation
     in a joint activity or conscious parallel action towards a common goal
     whether or not pursuant to an express agreement, or (b) a combination
     or pooling of voting or other interest in the securities of an issuer
     for a common purpose pursuant to any contract, understanding,
     relationship, agreement or other arrangements, whether written or
     otherwise.

     This Section 11 shall not apply to an acquisition or offer to acquire
securities of the Corporation (i) by underwriters in connection with a public
offering of such securities, or (ii) by any one or more tax-qualified employee
stock benefit plans (as defined in 12 C.F.R. section 563b.2(a)(37) or any
successor provision) of the Corporation or any of its subsidiaries.

     Section 12.  Business Combinations.  Section 203 of the General Corporation
Law of the State of Delaware shall not govern the Corporation.

     Section 13.  Incorporator.  The name and address of the Corporation's
incorporator is Robert J. Flax, 2121 South El Camino Real, San Mateo, California
94403.

     Section 14.  Amendment of Certificate of Incorporation.  No amendment,
addition, alteration, change, or repeal of any provision of this certificate of
incorporation shall be made, unless such is first proposed by the board of
directors of the Corporation, and thereafter approved by the stockholders by a
majority of the total votes eligible to be cast at a legal meeting. Any
amendment, addition, alteration, change or repeal of any provision of this
certificate of incorporation shall be effective on the date it is duly approved
by the stockholders or on such other date as shall be specified in such approval
of stockholders.
<PAGE>

     IN WITNESS WHEREOF, said Corporation has caused this Certificate of
Incorporation to be signed by Robert J. Flax, its Incorporator, this 22nd day of
September, 1988.

                                   BAY VIEW CAPITAL CORPORATION

                                   /s/ Robert J. Flax
                                   ---------------------------------
                                   Robert J. Flax
                                   Incorporator
<PAGE>
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 01:00 PM 07/12/1991
731193018 - 2173579

                               STATE OF DELAWARE
                     RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                          BAY VIEW CAPITAL CORPORATION

     BAY VIEW CAPITAL CORPORATION, a Corporation organized and existing under
the laws of the State of Delaware, hereby certifies as follows:

1.   The name of the Corporation is BAY VIEW CAPITAL CORPORATION. The original
     Certificate of Incorporation of the Corporation was filed with the
     Secretary of the State of Delaware on September 26, 1988 and was restated
     on July 12, 1991.

2.   Pursuant to Sections 242 and 245 of the General Corporation Law of the
     State of Delaware, this Restated Certificate of Incorporation has been duly
     adopted by the board of directors and stockholders of the Corporation and
     restates and amends the provisions of the Certificate of Incorporation of
     this Corporation to read in its entirety as follows:


     Section 1.  Corporate Title.  The name of the Corporation is Bay View
Capital Corporation.

     Section 2.  Duration.  The duration of the Corporation is perpetual.

     Section 3.  Powers.  The purpose or purposes for which the Corporation is
organized are to engage in any lawful act or activity for which corporations may
be organized under the General Corporation Law of the State of Delaware.

     Section 4.  Capital Stock.  The total number of shares of capital stock
which the Corporation has authority to issue is 27,000,000, of which 20,000,000
shall be common stock, par value $.01 per share, and of which 7,000,000 shall be
serial preferred stock, par value $.01 per share, with rights and preferences to
be determined by the board of directors upon issuance. The authorized shares may
be issued by the Corporation from time to time as approved by its board of
directors without the approval of its stockholders, except to the extent that
such approval is required by governing law, rule or regulation. The
consideration for the issuance of the shares shall be paid in full before their
issuance and shall not be less than the par value per share. Except as permitted
by Delaware law, neither promissory notes nor future services shall constitute
payment or part payment for the issuance of the shares of the Corporation. The
consideration for the shares shall be cash, tangible or intangible property,
labor or services actually performed for the Corporation or any combination of
the foregoing. In the absence of actual fraud in the transaction, the

                                       1
<PAGE>
value of such property, labor or services, as determined by the board of
directors of the Corporation, shall be conclusive. Upon payment of such
consideration such shares shall be deemed to the fully paid and non-assessable.
In the case of a stock dividend, that part of the surplus of the Corporation
which is transferred to stated capital upon the issuance of shares as a share
dividend shall be deemed to be the consideration for their issuance.

     Section 5.  Preemptive Rights.

     Holders of the capital stock of the Corporation shall not be entitled to
preemptive rights with respect to any shares of other securities of the
Corporation which may be issued.

     Section 6. Internal affairs.

          Paragraph 1.

          The Corporation shall be under the direction of a board of directors.
     The number of directors shall be as stated in the Corporation's bylaws, as
     may be amended from time to time. The directors shall be divided into three
     classes as nearly equal in number as possible. The members of each class
     shall be elected for a term of three years and until their successors are
     elected and qualified. One class shall be elected by ballot annually.

          At a meeting of stockholders called expressly for that purpose, any
     director may be removed for cause by a vote of the holders of a majority of
     the shares entitled to vote at an election of directors. If less than the
     entire board is to be removed, no one of the directors may be removed if
     the votes cast against the removal would be sufficient to elect a director
     if then cumulatively voted at an election of the class of directors of
     which such director is a part. Whenever the holders of the shares of any
     class are entitled to elect one or more directors by the provisions of this
     certificate of incorporation or supplemental sections hereto, the
     provisions of this section shall apply, in respect to the removal of a
     director or directors so elected, to the vote of the holders of the
     outstanding shares of that class and not to the vote of the outstanding
     shares as a whole.

          Paragraph 2.

          The term of office of directors initially elected by the stockholders
     shall be as follows: the term of office of directors of the first class
     shall expire at the first annual meeting of stockholders after their
     election; the term of office of directors of the second class shall expire
     at the second annual meeting of stockholders after their election and the
     term of office of directors of the third class shall expire at the third
     annual meeting of stockholders after their election; and, as to directors
     of each class, when their respective successors are elected and qualified.
     At each subsequent annual meeting of stockholders, directors elected

                                       2
<PAGE>
     to succeed those whose terms are expiring shall be elected for a term of
     office to expire at the third succeeding annual meeting of stockholders and
     when their respective successors are elected and qualified.

          Vacancies in the board of directors, however caused, shall be filled
     by a majority vote of the directors then in office, whether or not a
     quorum, and any directors so chosen shall hold office for a term expiring
     at the annual meeting of stockholders at which the term of the class to
     which he has been chosen expires and when his successor is elected and
     qualified.

         All actions required or permitted to be taken by the stockholders shall
     be voted upon at an annual or special meeting of the stockholders rather
     than by written consent in lieu of a meeting.

     Section 7. Registered Office. The street address of the Corporation's
registered office in the State of Delaware is 1209 Orange Street, in the City of
Wilmington, County of New Castle, and the name of its registered agent at such
address is The Corporation Trust Company.

     Section 8. Call of Special Meetings. Special meetings of the stockholders
for any purpose or purposes may be called at any time by the chairman of the
board, the president, or a majority of the directors then in office.

     Section 9. Indemnification.

         Paragraph 1.    Power to Indemnify in Actions, Suits or Proceedings
                         Other Than Those By or In the Right of the Corporation.

          Subject to Paragraph 3 of this Section 9, the Corporation shall
     indemnify any person who was or is a party or is threatened to be made a
     party to any threatened, pending or completed action, suit or proceeding,
     whether civil, criminal, administrative or investigative (other than an
     action by or in the right of the Corporation), by reason of the fact that
     he is or was a director, officer, employee or agent of the Corporation or a
     wholly-owned direct or indirect subsidiary of the Corporation, or is or was
     serving at the request of the Corporation as a director, officer, employee
     or agent of another corporation, partnership, joint venture, trust or other
     enterprise, against expenses (including attorneys' fees), judgments, fines
     and amounts paid in settlement actually and reasonably incurred by him in
     connection with such action, suit or proceeding if he acted in good faith
     and in a manner he reasonably believed to be in or not opposed to the best
     interests of the Corporation, and, with respect to any criminal action or
     proceeding, has no reasonable cause to believe his conduct was unlawful.
     The termination of any action, suit or proceeding by judgment, order,
     settlement,


                                       3
<PAGE>
conviction, or upon a plan of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interest of the corporation, and, with respect of any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

     Paragraph 2.  Power to Indemnify in Actions, Suits or Proceedings By
                   or In the Right of the Corporation.

     Subject to Paragraph 3 of this Section 9, the Corporation shall indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
Corporation to procure a judgment in its favor by reason of the fact that he is
or was a director, officer, employee or agent of the Corporation or a
wholly-owned direct or indirect subsidiary of the Corporation, or is or was
serving at the request of the Corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), actually and
reasonably incurred by him in connection with the defense or settlement of such
action of suit if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interest of the Corporation; except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the Corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all of the circumstances of the
case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper.

     Paragraph 3.  Authorization of Indemnification.

     Any indemnification under this Section 9 (unless ordered by a court) shall
be made by the Corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer, employee or agent
is proper in the circumstances because he has met the applicable standard of
conduct set forth in Paragraph 1 or Paragraph 2 of this Section 9, as the case
may be.  Such determination shall be made (i) by the board of directors by a
majority vote of a quorum consisting of directors who were not parties to such
action, suit or proceeding, or (ii) if such a quorum is not obtainable, or,
even if obtainable a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, or (iii) by the stockholders.
To the extent, however, that a director, officer, employee or agent of the
Corporation has been successful on the merits or otherwise in

                                       4
<PAGE>
defense of any action, suit or proceeding described above, or in defense of any
claim, issue or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith, without the necessity of authorization in the specific
case. No director, officer, employee or agent of the Corporation shall be
entitled to indemnification in connection with any action, suit or proceeding
voluntarily initiated by such person unless the action, suit or proceeding was
authorized by a majority of the Entire Board of Directors.

         Paragraph 4.      Good Faith Defined.

         For purposes of any determination under Paragraph 3 of this Section 9,
a person shall be deemed to have acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interest of the
Corporation, or, with respect to any criminal action or proceeding, to have had
no reasonable cause to believe his conduct was unlawful, if his action is based
on the records or books of account of the Corporation or another enterprise or
on information supplied to him by the officers of the Corporation or another
enterprise in the course of their duties, or on the advice of legal counsel for
the Corporation or another enterprise or on information or records given or
reports made to the Corporation or another enterprise by an independent
certified public accountant or by an appraiser or other expert selected with
reasonable care by the Corporation or another enterprise. The term "another
enterprise" as used in this Paragraph 4 shall mean any other corporation or any
partnership, joint venture, trust or other enterprise of which such person is or
was serving at the request of the Corporation as a director, officer, employee
or agent. The provisions of this Paragraph 4 shall not be deemed to be exclusive
or to limit in any way the circumstances in which a person may be deemed to have
met the applicable standards of conduct set forth in Paragraphs 1 or 2 of this
Section 9, as the case may be.

         Paragraph 5.      Indemnification by a Court.


         Notwithstanding any contrary determination in the specific case under
Paragraph 3 of this Section 9, and notwithstanding the absence of any
determination thereunder, any director, officer, employee or agent may apply to
any court of competent jurisdiction in the State of Delaware for indemnification
to the extent otherwise permissible under Paragraphs 1 and 2 of this Section 9.
The basis of such indemnification by a court shall be a determination by such
court that indemnification of the director, officer, employee or agent is proper
in the circumstances because he has met the applicable standards of conduct set
forth in Paragraphs 1 or 2 of this Section 9, as the case may be. Notice of any
application for indemnification pursuant to this Paragraph 5 shall be given to
the Corporation promptly upon the filing of such application. Notwithstanding
any of the foregoing,


                                       5
<PAGE>
unless otherwise required by law, no director, officer, employee or agent of
the Corporation shall be entitled to indemnification in connection with any
action, suit or proceeding voluntarily initiated by such person unless the
action, suit or proceeding was authorized by a majority of the Entire Board of
Directors.

         Paragraph 6.      Expenses Payable in Advance.

         Expenses incurred in defending or investigating a threatened or
pending action, suit or proceeding may be paid by the Corporation in advance of
the final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of the director, officer, employee or agent to
repay such amount if it shall ultimately be determined that he is not entitled
to be indemnified by the Corporation as authorized in this Section 9.

         Paragraph 7.      Non-exclusivity and Survival of Indemnification.

         The indemnification and advancement of expenses provided by, or
granted pursuant to, the other subsections of this Section 9 shall not be
deemed exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any agreement, contract, vote of
stockholders or disinterested directors or pursuant to the direction (however
embodied) of any court of competent jurisdiction or otherwise, both as to
action in his official capacity and as to action in another capacity while
holding such office, it being the policy of the Corporation that, subject to
the limitation in Paragraph 3 of this Section 9 concerning voluntary initiation
of actions, suits or proceedings, indemnification of the persons specified in
Paragraphs 1 and 2 of this Section 9 shall be made to the fullest extent
permitted by law. The provisions of this Section 9 shall not be deemed to
preclude the indemnification of any person who is not specified in Paragraphs
1 or 2 of this Section 9 but whom the Corporation has the power or obligation
to indemnify under the provisions of the General Corporation Law of the State
of Delaware, or otherwise. The indemnification provided by this Section 9
shall, unless otherwise provided when authorized or ratified, continue as to a
person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of the heirs, executors and administrators of such person.

         Paragraph 8.      Insurance.

         The Corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the Corporation,
or is or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against any liability


                                       6

<PAGE>
     asserted against him and incurred by him in any such capacity, or arising
     out of his status as such, whether or not the Corporation would have the
     power or the obligation to indemnify him against such liability under the
     provisions of this Section 9.

          Paragraph 9.   Meaning of "Corporation" for Purposes of Section 9.

          For purposes of this Section 9, references to the "Corporation" shall
     include, in addition to the resulting corporation, any constituent
     corporation (including any constituent of a constituent) absorbed in a
     consolidation or merger which, if its separate existence had continued,
     would have had power and authority to indemnify its directors, officers and
     employees or agents, so that any person who is or was a director, officer,
     employee or agent of such constituent corporation, or is or was serving at
     the request of such constituent corporation as a director, officer,
     employee or agent of another corporation, partnership, joint venture, trust
     or other enterprise, shall stand in the same position under the provisions
     of this Section 9 with respect to the resulting or surviving corporation as
     he would have with respect to such constituent corporation if its separate
     existence had continued.

     Section 10.  Limitation on Personal Liability of Directors.  No director
shall be personally liable to the Corporation or its stockholders for monetary
damages for any breach of fiduciary duty by such director as a director.
Notwithstanding the foregoing sentence, a director shall be liable to the
extent provided by applicable law (i) for breach of the director's duty of
loyalty to the Corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) pursuant to Section 174 of the Delaware General Corporation Law, or
(iv) for any transaction from which the director derived an improper personal
benefit. No amendment to or repeal of this Section 10 shall apply to or have
any effect on the liability or alleged liability of any director of the
Corporation for or with respect to any acts or omissions of such director
occurring prior to such amendment.

     Section 11. Beneficial Ownership Limitation.  The provisions of this
Section 11 shall become effective upon Bay View Federal Savings and Loan
Association (the "Association") becoming a majority-owned subsidiary of the
Corporation. In the event that thereafter the Association (or any successor
institution) ceases to be a majority-owned subsidiary of the Corporation, this
Section 11 shall thereupon cease to be effective.

     Notwithstanding anything contained in the Corporation's certificate of
incorporation or bylaws to the contrary, for a period of five years after May
16, 1986, the date of completion of this conversion of the Association from
mutual to stock form, no person may, directly or indirectly, offer to acquire
or acquire the

                                       7
<PAGE>
beneficial ownership of more than 10 percent of any class of an equity security
of the Corporation.

     In the event shares are acquired in violation of this Section 11, all
shares beneficially owned by any person in excess of 10 percent shall be
considered "excess shares" and shall not be counted as shares entitled to vote
and shall not be voted by any person or counted as voting shares in connection
with any matters submitted to the stockholders for a vote.

     For purposes of this Section 11, the following definitions apply:

          (1)  The term "person" includes an individual, a group acting in
     concert, a corporation, a partnership, an association, a joint stock
     company, a trust, or similar organization, a syndicate or any other group
     formed for the purpose of acquiring, holding or disposing of the equity
     securities of the Corporation.

          (2)  The term "offer" includes every offer to buy or otherwise
     acquire, solicitation or an offer to sell, tender offer for or request or
     invitation for tenders of, a security or interest in a security for value.

          (3)  The term "acquire" includes every type of acquisition, whether
     effected by purchase, exchange, operation of law or otherwise.

          (4)  The term "acting in concert" means (a) knowing participation in a
     joint activity or conscious parallel action towards a common goal whether
     or not pursuant to an express agreement, or (b) a combination or pooling of
     voting or other interest in the securities of an issuer for a common
     purpose pursuant to any contract, understanding, relationship, agreement or
     other arrangements, whether written or otherwise.

     This Section 11 shall not apply to an acquisition or offer to acquire
securities of the Corporation (i) by underwriters in connection with a public
offering of such securities, or (ii) by a tax-qualified employee stock benefit
plan (as defined in 12 C.F.R. ss.563b.2(a)(37) or any successor provision) of
the Corporation or any of its subsidiaries which is exempt from the approval
requirements under 12 C.F.R. ss.574.3(C)(1)(iv).

     Section 12. Business Combinations. Section 203 of the General Corporation
Law of the State of Delaware shall not govern the Corporation.

     Section 13. Incorporator. The name and address of the Corporation's
incorporator is Robert J. Flax, 2121 South El Camino Real, San Mateo,
California 94403.


                                       8
<PAGE>
     Section 14.  Amendment of Certificate of Incorporation. No amendment,
addition, alteration, charge, or repeal of any provision of this restated
certificate of incorporation shall be made, unless such is first proposed
by the board of directors of the corporation, and thereafter approved by the
stockholders by a majority of the total votes eligible to be cast at a legal
meeting.

     Section 15.  Amendment of Bylaws. In furtherance and not in limitation of
the powers conferred by the laws of the State of Delaware, the board of
directors is expressly authorized and empowered to adopt, amend and repeal the
Corporation's bylaws, subject to the power of the stockholders of the
Corporation to alter or repeal any bylaw made by the board of directors.

     IN WITNESS WHEREOF, said Corporation has caused this Restated Certificate
of Incorporation to be signed by its President and Chief Executive Officer and
attested by its Secretary, this 10th day of July, 1991.

ATTEST:                                        BAY VIEW CAPITAL CORPORATION



/s/ Robert J. Flax                             /s/ Robert E. Barnes
----------------------------------             ---------------------------------
Robert J. Flax, Secretary                      Robert E. Barnes, President and
                                                 Chief Executive Officer


                                       9

<PAGE>
                                                          STATE OF DELAWARE
                                                          SECRETARY OF STATE
                                                       DIVISION OF CORPORATIONS
                                                      FILED  12:30 PM 06/14/1996
                                                          960174017 - 2173579


                             CERTIFICATE OF MERGER

                                       OF

                                CTL CREDIT, INC.

                                      INTO

                          BAY VIEW CAPITAL CORPORATION

     The undersigned corporation organized and existing under and by virtue of
the General Corporation Law of the State of Delaware,

     DOES HEREBY CERTIFY:

     First: That the name and state of incorporation of each of the constituent
corporations of the merger is as follows:

                 Name                          State of Incorporation

     Bay View Capital Corporation                      Delaware

     CTL Credit, Inc.                                  Delaware

     Second: That an agreement and plan of merger between the parties to the
merger has been approved, adopted, certified, executed and acknowledged by each
of the constituent corporations in accordance with the requirements of Section
251 of the General Corporation Law of the State of Delaware.

     Third: That the name of the surviving corporation of the merger is Bay
View Capital Corporation.

     Fourth: That the certificate of incorporation of Bay View Capital
Corporation, a Delaware corporation, the surviving corporation, shall be the
certificate of incorporation of the surviving corporation.

     Fifth: That the executed agreement and plan of merger is on file at the
principal place of business of the surviving corporation. The address of the
principal place of business of the surviving corporation is 2121 South El
Camino Real, San Mateo, California 94403.

     Sixth: That a copy of the agreement and plan of merger will be furnished
by the surviving corporation, on request and without cost, to any stockholder
of any constituent corporation.

                                   BAY VIEW CAPITAL CORPORATION


                                   BY:  /s/ Edward H. Sondker
                                       -----------------------------------
                                       Edward H. Sondker, President and
                                         Chief Executive Officer

ATTEST:


BY: /s/ Robert J. Flax
    --------------------------
    Robert J. Flax
     Executive Vice President,
     General Counsel & Secretary




<PAGE>

                            CERTIFICATE OF AMENDMENT

                                       OF

                     RESTATED CERTIFICATE OF INCORPORATION



     Bay View Capital Corporation, a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware,

     DOES HEREBY CERTIFY:

     FIRST:  That at a meeting of the Board of Directors of Bay View Capital
Corporation, resolutions were adopted setting forth a proposed amendment to
the Restated Certificate of Incorporation of said corporation, declaring said
amendment to be advisable and directing that such amendment be considered at
the next Annual Meeting of Stockholders of said corporation. The resolution
setting forth the proposed amendment is as follows:

     RESOLVED, that the Restated Certificate of Incorporation of the Company be
amended to read as follows:

     "Section 4.  Capital Stock.    The total number of shares of capital stock
which the Corporation has authority to issue is 67,000,000, of which 60,000,000
shall be common stock, par value $.01 per share, and of which 7,000,000 shall
be serial preferred stock, par value $.01 per share, with rights and
preferences to be determined by the board of directors upon issuance.

     SECOND:  That thereafter, at the Annual Meeting of Stockholders of said
corporation held on May 22, 1997, pursuant to notice in accordance with Section
222 of the General Corporation Law of the State of Delaware, the necessary
number of shares as required by statute were voted in favor of the amendment.

     THIRD:  That said amendment was duly adopted in accordance with the
applicable provisions of Section 242 of the General Corporation Law of the
State of Delaware.

     IN WITNESS WHEREOF, said Bay View Capital Corporation has caused this
certificate to be signed by Robert J. Flax, its Executive Vice President,
General Counsel and Secretary, this 17th day of June, 1997.


                                       BAY VIEW CAPITAL CORPORATION


                                  BY:  Robert J. Flax
                                       -----------------------------------------
                                       Robert J. Flax
                                       Executive Vice President, General Counsel
                                       and Secretary

    STATE OF DELAWARE
   SECRETARY OF STATE
 DIVISION OF CORPORATIONS
FILED 01:30 PM 06/17/1997
   971198738 - 2173579
<PAGE>
                                                          STATE OF DELAWARE
                                                          SECRETARY OF STATE
                                                       DIVISION OF CORPORATIONS
                                                       FILED 09:30 AM 01/02/1998
                                                          981000498 - 2173579

                             CERTIFICATE OF MERGER

                                       OF

                      AMERICA FIRST EUREKA HOLDINGS, INC.

                                      INTO

                          BAY VIEW CAPITAL CORPORATION


         The undersigned corporation organized and existing under and by virtue
of the General Corporation Law of the State of Delaware.

         DOES HEREBY CERTIFY:

         FIRST: That the name and state of incorporation of each of the
constituent corporations of the merger is as follows:

                    Name                              State of Incorporation

         Bay View Capital Corporation                         Delaware

         America First Eureka Holdings, Inc.                  Delaware

         SECOND: That an agreement and plan of merger between the parties to
the merger has been approved, adopted, certified, executed and acknowledged by
each of the constituent corporations in accordance with the requirements of
Section 251 of the General Corporation Law of the State of Delaware.

         THIRD: That the name of the surviving corporation of the merger is Bay
View Capital Corporation.

         FOURTH: That the certificate of incorporation of Bay View Capital
Corporation, a Delaware corporation, the surviving corporation, shall be the
certificate of incorporation of the surviving corporation.

         FIFTH: That the executed agreement and plan of merger is on file at
the principal place of business of the surviving corporation. The address of
the principal place of business of the surviving corporation is 1840 Gateway
Drive, San Mateo, California 94404.

         SIXTH: That a copy of the agreement and plan of merger will be
furnished by the surviving corporation, on request and without cost, to any
stockholder of any constituent corporation.
<PAGE>

                                            BAY VIEW CAPITAL CORPORATION

                                            BY: /s/ Edward H. Sondker
                                                --------------------------------
                                                Edward H. Sondker, President and
                                                 Chief Executive Officer


ATTEST:

BY: /s/ Robert J. Flax
    ----------------------------------
    Robert J. Flax
     Executive Vice President, General
      Counsel and Secretary

<PAGE>

                            CERTIFICATE OF MERGER OF
                     FRANCHISE MORTGAGE ACCEPTANCE COMPANY
                       INTO BAY VIEW CAPITAL CORPORATION
  (under Section 251 of the General Corporation Law of the State of Delaware)


     Bay View Capital Corporation hereby certifies that:

     (1) The name and state of incorporation of each of the constituent
corporations are:

          (a)  Franchise Mortgage Acceptance Company, a Delaware corporation
               ("FMAC"); and

          (b)  Bay View Capital Corporation, a Delaware corporation ("Bay
               View").

     (2)  An agreement of merger has been approved, adopted, certified, executed
and acknowledged by FMAC and Bay View in accordance with the provisions of
subsection (c) of Section 251 of the General Corporation Law of the State of
Delaware.

     (3)  The name of the surviving corporation is Bay View Capital Corporation.

     (4)  The Certificate of Incorporation of Bay View shall be the Certificate
of Incorporation of the surviving corporation, without change.

     (5)  The executed agreement of merger is on file at the principal office of
Bay View at 1840 Gateway Drive, San Mateo, California 94404-2467.

     (6)  A copy of the agreement of merger will be furnished by Bay View, on
request and without cost, to any stockholder of FMAC or Bay View.

     IN WITNESS WHEREOF, Bay View has caused this certificate to be signed by
Edward H. Sondker, its President, and attested to by Robert J. Flax, its
Secretary, on this 1st day of November 1999.



                               BAY VIEW CAPITAL CORPORATION

                               BY: /s/ Edward H. Sondker
                                  ------------------------------
                                  Edward H. Sondker, President


ATTEST:

BY: /s/  Robert J. Flax
   --------------------------------
   Robert J. Flax, Secretary



                                                          STATE OF DELAWARE
                                                          SECRETARY OF STATE
                                                       DIVISION OF CORPORATIONS
                                                      FILED 11:00 AM 11/01/1999
                                                         991461923 - 2173579
<PAGE>
                                              STATE OF DELAWARE
                                             SECRETARY OF STATE
                                          DIVISION OF CORPORATIONS
                                         FILED 04:00 PM 04/16/2001
                                            010183075 - 2173579



                          CERTIFICATE OF DESIGNATIONS

                                       OF

                    4% SERIES A CONVERTIBLE PREFERRED STOCK

                                       OF

                          BAY VIEW CAPITAL CORPORATION


                             ----------------------

   PURSUANT TO SECTION 151(G) OF THE GENERAL CORPORATION LAW OF THE
STATE OF DELAWARE

                             ----------------------

         Bay View Capital Corporation, a corporation organized and existing
under the laws of the State of Delaware (hereinafter the "Corporation"), DOES
HEREBY CERTIFY THAT, pursuant to authority conferred upon the Board of Directors
of the Corporation (the "Board") by the Certificate of Incorporation of the
Corporation, the Board unanimously authorized and empowered the Special
Committee to approve the issuance of the 4% Series A Convertible Preferred Stock
and all matters associated therewith.

         The Special Committee, pursuant to the authority conferred upon it by
the Board, unanimously adopted the following resolutions on April 12, 2001
authorizing the issuance of the 4% Series A Convertible Preferred Stock of the
Corporation, which resolutions are still in full force and effect and are not in
conflict with any provisions of the Certificate of Incorporation or Bylaws of
the Corporation:

         RESOLVED, that pursuant to authority vested in the Special Committee by
the Board and the Certificate of Incorporation, the Special Committee does
hereby establish a series of preferred stock of the Corporation from the
Corporation's authorized class of 7,000,000 shares of $.01 par value preferred
shares (the "Preferred Stock"), such series consists of 5,991,369 shares, and
does hereby fix and state the voting rights, designation, powers, preferences
and relative, optional or other special rights and the qualifications,
limitations or restrictions thereof, as follows:

         1.       DESIGNATION AND AMOUNT: STATED VALUE. The shares of such
series of Preferred Stock shall be designated as "4% Series A Convertible
Preferred Stock" (the "Series A Preferred Stock"), and the number of shares
constituting such series shall be 5,991,369. The initial liquidation preference
of the Series A Preferred Stock shall be $4.59 per share (the "Stated Value"),
which Stated Value shall be proportionately increased or decreased for any stock
consolidation or stock split, respectively, of the outstanding shares of Series
A Preferred Stock.

         2.       DEFINITIONS. For the purposes of this Certification of
Designations, the following definitions apply:
<PAGE>

         "Board" means the Board of Directors of the Corporation.

         "Business Day" means any day that is not a Saturday, Sunday or day on
which banks in California are required or permitted to be closed.

         "Capital Stock" means (i) in the case of a corporation, corporate
stock, (ii) in the case of an association or business entity, any and all
shares, interests, participants, rights or other equivalents (however
designated) of corporate stock, (iii) in the case of a partnership, partnership
interests (whether general or limited), and (iv) any other interest or
participation that confers on a Person the right to receive a share of the
profits and losses of, or distributions of assets of, the issuing Person.

         "Common Equity" means all shares now or hereafter authorized of any
class of common stock of the Corporation (including the Common Stock) and any
other stock of the Corporation, however designated, authorized after the
Original Issue Date, that has the right (subject always to prior rights of any
class or series of preferred stock) to participate in any distribution of the
assets or earnings of the Corporation without limit as to per share amount, but
shall not include the Series A Preferred Stock or any Parity Securities or
Senior Securities.

         "Common Stock" means the Common Stock, par value $.01 per share, of
the Corporation.

         "Current Market Price" means the average of the daily closing prices
of Common Stock for the five consecutive trading days selected by the Board
beginning not more than 20 trading days before, and ending not later than the
date of the applicable event described in Section 5.2(c) or (d), as
applicable, and the date immediately preceding the record date fixed in
connection with that event.

         "DGCL" means the Delaware General Corporation Law, as amended from time
to time.

         "Dividend Payment Date" means each January 15, April 15, July 15 and
October 15 of each year.

         "Fair Market Value" means the fair market value, as determined by the
Board, whose determination in good faith shall be conclusive.

         "Fundamental Change" means any transaction or event, including any
merger, consolidation, sale of assets, tender or exchange offer,
reclassification, compulsory share exchange or liquidation, in which all or
substantially all outstanding shares of Common Stock are converted into or
exchanged for stock, other securities, cash or assets.

         "Junior Securities" means any class or series of Capital Stock of the
Corporation that ranks junior to the Series A Preferred Stock as to dividend
distributions or distributions upon the liquidation, winding up and dissolution
of the Corporation including, without limitation, the Common Stock and any
other Common Equity.



                                       2
<PAGE>
               "Liquidation Event" means, with respect to any Person, any of
the following events: (a) the commencement by such Person of a voluntary case
under the bankruptcy laws of the United States, as now or hereafter in effect,
or the commencement of an involuntary case against such Person with respect to
which the petition shall not be controverted within 15 days, or be dismissed
within 60 days, after commencement thereof; (b) the appointment of a custodian
for, or the taking charge by a custodian of, all or substantially all of the
property of such Person; (c) the commencement by such Person of any proceeding
under any reorganization, arrangement, adjustment of debt, relief of debtors,
dissolution, insolvency or liquidation or similar law of any jurisdiction
whether now or hereafter in effect relating to such Person; (d) the
commencement against such Person of any proceeding set forth in the preceding
clause (c), that is not controverted within 10 days thereof and dismissed
within 60 days after the commencement thereof; (e) the adjudication of such
Person as insolvent or bankrupt, or the adoption by such Person of a plan of
liquidation, (f) a reduction or decrease in the Capital Stock resulting in a
distribution of assets to holders of any class or series of the Capital Stock,
or (g) the filing of a certificate of dissolution in respect of the Corporation
with the Secretary of State of the State of Delaware; in any of cases (b)
through (f) above, in a single transaction or series of related transactions.
Notwithstanding the foregoing, neither the voluntary sale, conveyance, exchange
or transfer, for cash, shares of stock, securities or other consideration, of
all or substantially all of the Corporation's property or assets nor the
consolidation, merger or amalgamation of any Person with or into the
Corporation will be deemed a Liquidation Event.

               "Liquidation Preference" shall have the meaning set forth in
Section 4.

               "Measuring Date" shall have the meaning set forth in Section
5.2(a).

               "Original Issue Date" means the initial date upon which the
Series A Preferred Stock is issued by the Corporation.

               "Parity Securities" means any class or series of Capital Stock
of the Corporation that ranks pari passu to the Series A Preferred Stock as to
dividend distributions or distributions upon the liquidation, winding up and
dissolution of the Corporation.

               "Person" shall mean an individual, corporation, trust,
partnership, joint venture, unincorporated organization, limited liability
company, government agency or any agency or political subdivision thereof, or
other entity.

               "Preferred Stock" shall have the meaning set forth in the
Recitals.

               "Rights" shall have the meaning set forth in Section 5.2(c).

               "Senior Securities" means any class or series of Capital Stock
of the Corporation that ranks senior to the Series A Preferred Stock as to
dividend distributions or distributions upon the liquidation, winding up and
dissolution of the Corporation.

               "Series A Conversion Price" shall have the meaning set forth in
Section 5.2.

               "Series A Dividends" shall have the meaning set forth in Section
3.1(a).

                                        3
<PAGE>
               "Series A Preferred Stock" shall have the meaning set forth in
Section 1.

               "Special Committee" shall mean the Special Committee appointed
by the Board to approve the issuance of the Series A Preferred Stock and all
matters associated therewith.

               "Stated Value" shall have the meaning, and shall be subject to
the adjustments, set forth in Section 1.

               "Warrants" shall have the meaning set forth in Section 5.2(c).

          3.   Dividend Rights.

               3.1  Annual Dividends.

               (a)  Subject to Section 3.1(g), the holders of shares of Series
A Preferred Stock shall be entitled to receive, out of any funds legally
available therefor and prior and in preference to any declaration or payment
of any dividend on the shares of Common Stock (other than a dividend payable
solely in additional shares of Common Stock) and any other Common Equity,
cumulative dividends accruing from the Original Issue Date at a rate per share
equal to four percent (4%) per annum multiplied by the Stated Value per share
of the Series A Preferred Stock. Subject to Section 3.1(g), dividends shall be
payable to holders of record of shares of Series A Preferred Stock as they
appear in the Corporation's stock records at the close of business on January
1, April 1, July 1 and October 1 of each year or on a record date that is fixed
by the Board and that is not more than 60 days and not less than 10 days
before the applicable Dividend Payment Date. Dividends pursuant to this Section
3.1(a) shall be denominated herein as "Series A Dividends."

               (b)  To the extent not paid pursuant to Section 3.1(a), Series A
Dividends shall accumulate on a daily basis, whether or not there are funds
legally available for the payment of such dividends and whether or not
dividends are declared.

               (c)  All Series A Dividends paid with respect to shares of the
Series A Preferred Stock pursuant to this Section shall be paid pro rata to the
holders thereof entitled thereto based on their respective numbers of shares of
Series A Preferred Stock.

               (d)  Accrued but unpaid Series A Dividends for any past dividend
period may be declared and paid at any time, without reference to any regular
Dividend Payment Date, together with all accrued and unpaid Series A Dividends
thereon, to holders of Series A Preferred Stock of record on such date, not
more than 60 days prior to the payment thereof, as may be fixed by the Board.

               (e)  Series A Dividends payable on shares of the Series A
Preferred Stock for any period less than a year shall be computed on the basis
of a 360-day year consisting of twelve 30-day months. If any Dividend Payment
Date occurs on a day that is not a Business Day, any accrued Series A Dividends
otherwise payable on such Dividend Payment Date shall be paid on the next
succeeding Business Day.



                                        4


<PAGE>

                (f)     Each fractional share of Series A Preferred Stock
outstanding shall be entitled to a ratably proportionate amount of all Series
A Dividends accruing with respect to each outstanding share of Series A
Preferred Stock and all of such Series A Dividends with respect to such
outstanding fractional shares shall be fully cumulative and shall accrue
(whether or not declared) and shall be payable in the same manner and at such
times as provided for in this Section 3.1 with respect to Series A Dividends on
each outstanding share of Series A Preferred Stock.

                (g)     Notwithstanding anything herein to the contrary, no
Series A Dividend shall be paid unless (i) the Company has obtained the prior
approval of applicable regulatory authorities including the Federal Reserve
Bank of San Francisco and the Board of Governors of the Federal Reserve, if
required, and (ii) the payment of such dividend is in compliance with
applicable laws and regulations.

                (h)     In the event that the outstanding shares of Series A
Preferred Stock are converted into shares of Common Stock pursuant to Section 5
hereof prior to the second Dividend Payment Date, the holders of the Series A
Preferred Stock shall be entitled to receive, subject to Section 3.1(g), out of
any funds legally available therefor and prior and in preference to any
declaration or payment of any dividend on the shares of Common Stock (other
than a dividend payable solely in additional shares of Common Stock) or any
other Common Equity, a Series A Dividend such that aggregate Series A Dividends
with respect to each share of Series A Preferred Stock equals not less than 1%
multiplied by the Stated Value. Such Series A Dividend shall be payable to
holders who were sent a Conversion Notice pursuant to Section 5 hereof.

                3.2.    Other Dividends. Subject to Section 3.1(g), the holders
of the shares of Series A Preferred Stock shall be entitled to receive, when,
as and if declared by the Board, out of any funds legally available therefor,
cash dividends per share equal to any cash dividends per share paid on the
shares of Common Stock.

                3.3.    Ranking. So long as any shares of Series A Preferred
Stock are outstanding, the Corporation shall not (a) declare, pay or set apart
funds for the payment of any dividend or other distribution with respect to any
Junior Securities or Parity Securities or (b) redeem, purchase or otherwise
acquire for consideration Junior Securities or Parity Securities through a
sinking fund or otherwise, unless the Corporation has paid or set apart funds
for the payment of all accrued and unpaid dividends with respect to Series A
Preferred Stock and any Parity Securities at the time such dividends are
payable; provided, however that the Corporation may (i) declare and pay
dividends on Junior Securities or Parity Securities which are payable solely in
shares of Parity Securities or Junior Securities, in the case of Parity
Securities, or Junior Securities, in the case of Junior Securities, or by the
increase in the liquidation value of Junior Securities or Parity Securities and
(ii) redeem, purchase or otherwise acquire Junior Securities or Parity
Securities in exchange for consideration consisting of Parity Securities or
Junior Securities, in the case of Parity Securities, or Junior Securities, in
the case of Junior Securities.

        4.      Liquidation Rights and Preferences. Subject to the rights of
additional series of Preferred Stock that may be designated by the Board from
time to time, including, without limitation, any Senior Securities, upon the
occurrence of any Liquidation Event, the holders of the Preferred Stock shall
be entitled to receive assets and funds of the Corporation


                                       5
<PAGE>
prior and in preference to any distribution of any of such assets and funds to
the holders of the Common Stock and any other Common Equity. Upon the
occurrence of any Liquidation Event, the holders of the Series A Preferred
Stock  shall receive an amount per share equal to the Stated Value of such
share plus  any declared or accumulated but unpaid Series A Dividends for each
share of  Series A Preferred Stock held by them (the "Liquidation Preference").
If the  assets and funds available for distribution to the holders of the
Series A  Preferred Stock and any Parity Securities upon a Liquidation Event
shall be  insufficient to permit the payment to such holders of the full
preferential  amounts to which they are entitled, then the entire assets and
funds of the  Corporation legally available for distribution shall be
distributed to the  holders of the Series A Preferred Stock and any Parity
Securities in accordance  with their respective rights, and any amounts so
distributed in respect of  Series A Preferred Stock shall be distributed among
the holders of Series A  Preferred Stock then held by them. After payment in
full of the Liquidation  Preference, the holders of the Series A Preferred
Stock shall not be entitled  to any further participation in any distribution
of assets.

          5.   Conversion. The outstanding shares of Series A Preferred Stock
shall be converted into Common Stock as follows:

               5.1  Automatic Conversion.

               (a)  Upon the Corporation's delivery of notice (the "Conversion
Notice") to all of the holders of Series A Preferred Stock, as they appear in
the Corporation's then current stock records, that the Corporation has a
sufficient number of authorized, unissued and unreserved shares of Common Stock
to permit conversion of all outstanding shares of Series A Preferred Stock
pursuant to this Section 5, each share of Series A Preferred Stock shall be
automatically converted into fully paid and nonassessable shares of Common
Stock  in accordance with Section 5.2 without the need for any further action
by the  holders of such shares and whether or not the certificates representing
such  shares of Series A Preferred Stock are surrendered to the Corporation or
its  transfer agent. The automatic conversion of the Series A Preferred Stock
shall  be deemed to have occurred at the close of business on the date of
delivery of  the Conversion Notice. The Conversion Notice shall be deemed to
have been  delivered (i) when received if given in person, (ii) on the date of
electronic  confirmation of receipt if sent by telex, facsimile, or other wire
transmission, (iii) three days after being deposited in the U.S. mail,
certified or registered mail, postage prepaid or (iv) one day after being
deposited with a reputable overnight courier.

               (b)  If on the Original Issue Date there are a sufficient number
of authorized, unissued and unreserved shares of Common Stock to permit
conversion of all of the outstanding shares of Series A Preferred Stock
pursuant to this Section 5, then the Corporation shall, as soon as practicable
following the Original Issue Date, provide the holders with the Conversion
Notice. If on the Original Issue Date there are an insufficient number of
authorized, unissued and unreserved shares of Common Stock to permit conversion
of all of the outstanding shares of Series A Preferred Stock pursuant to this
Section 5, then the Corporation shall, as soon as practicable following the
Original Issue Date, submit to its stockholders a proposal to increase the
number of authorized shares of Common Stock by an amount sufficient to permit
the conversion of all of the outstanding shares of Series A Preferred Stock.



                                       6
<PAGE>
                (c)     Upon the automatic conversion of Series A Preferred
Stock pursuant to this Section 5, the holders of Series A Preferred Stock shall
surrender the certificates representing such shares at the office of the
Corporation or any transfer agent therefor accompanied by a written notice
specifying the name or names in which the holder wishes the certificate or
certificates for Common Stock to be issued. If the notice specifies a name or
names other than that of the holder, the notice must be accompanied by payment
of all transfer taxes payable upon the issuance of the shares of Common Stock
in that name or names. Thereupon, there shall be issued and delivered to such
holder promptly at such office and in its name as shown on such notice, a
certificate or certificates, as applicable, for the number of shares of Common
Stock into which the shares of Series A Preferred Stock surrendered, were
convertible on the date that such automatic conversion occurred.

                (d)     Upon the automatic conversion of Series A Preferred
Stock pursuant to this Section 5, the shares of Series A Preferred Stock shall
cease to accrue Series A Dividends, but the shares of Series A Preferred Stock
shall continue to be entitled to receive all accrued and unpaid Series A
Dividends which the holder is entitled to receive through the last preceding
Dividend Payment Date, subject to Section 3.1(g) hereof and the next sentence
of this Section 5.1(d). Any accrued and unpaid Series A Dividends shall be
payable on the date that would have been the next succeeding Dividend Payment
Date; provided, however, that holders of Series A Preferred Stock shall be
entitled to any Series A Dividends payable pursuant to Section 3.1(h) hereof;
provided further, that shares of Series A Preferred Stock converted after the
close of business on any record date for the payment of Series A Dividends
declared and before the opening of business on the Dividend Payment Date
relating to that record date shall be entitled to receive a payment in cash of
an amount equal to any Series A Dividend declared in respect of those shares.

                (e)     No fractions of shares of Common Stock shall be issued
in connection with the automatic conversion of the Series A Preferred Stock.
However, the Corporation shall pay a cash adjustment in respect of any
fractional interest in an amount equal to the fractional interest multiplied by
the Series A Conversion Price. If more than one certificate evidencing shares
of Series A Preferred Stock shall be surrendered for conversion by the same
holder, the number of shares issuable upon conversion thereof shall be computed
on the basis of the aggregate number of shares of Series A Preferred Stock so
surrendered.

                5.2     Conversion Formula and Adjustments. Each share of
Series A Preferred Stock automatically converted in accordance with Section 5.1
above shall be converted into the number of shares of Common Stock that results
from dividing (1) the Stated Value by (2) the conversion price for the Series A
Preferred Stock that is in effect at the time of conversion (such conversion
price, the "Series A Conversion Price"). The initial Series A Conversion Price
shall be $4.59. The Series A Conversion Price will be subject to adjustment
from time to time as follows:

                (a)     Stock Splits and Combinations. If the Corporation
should at any time or from time to time after the Original Issue Date fix a
record date for the effectuation of a split, subdivision, reverse split or
combination of the outstanding shares of Common Stock or issuance of Capital
Stock of the Corporation by reclassification of the shares of Common Stock of
the Corporation, then, the Series A Conversion Price in effect immediately
prior to the earlier

                                        7
<PAGE>
of such record date or the date of such split, subdivision, reverse split,
combination or reclassification (the "Measuring Date"), shall be adjusted so
that each holder of Series A Preferred Stock shall be entitled to receive the
number of shares of Common Stock or other securities that the holder would have
owned or been entitled to receive after the Measuring Date had those shares of
Series A Preferred Stock been surrendered for conversion in accordance with
Section 5.1 immediately prior to the Measuring Date.

          (b)  Stock Dividends in Common Stock. If the Corporation should at
any time or from time to time after the Original Issue Date pay a dividend or
make a distribution in shares of Common Stock on any class of Capital Stock
(except the Series A Preferred Stock) other than dividends or distributions of
shares of Common Stock or other securities with respect to which adjustments
are provided in paragraph (a) above, and the total number of shares
constituting the dividend or distribution exceeds 5% of the total number of
shares of Common Stock outstanding at the close of business on the record date
fixed for determination of stockholders entitled to receive the dividend or
distribution, the Series A Conversion Price shall be adjusted by multiplying
(1) the Series A Conversion Price by (2) a fraction, the numerator of which
will be the number of shares of Common Stock outstanding and the denominator of
which will be the sum of that number of shares and the total number of shares
issued in that dividend or distribution. If the total number of shares
constituting that dividend or distribution does not exceed 5% of the total
number of shares of Common Stock outstanding at the close of business on the
record date fixed for that dividend or distribution, the shares of Common Stock
will be considered to be issued at the time of any such next succeeding
dividend or other distribution in which the number of shares of Common Stock
issued, together with the number of shares issued in all previous such
dividends and distributions since the most recent adjustment under this Section
5.2(b), will exceed such 5% threshold.

          (c)  Issuance of Rights or Warrants. If the Corporation should at any
time or from time to time issue to all holders of Common Stock rights or
warrants expiring within 45 days entitling those holders to subscribe for or
purchase Common Stock at a price per share less than the Current Market Price
("Rights" or "Warrants", respectively), the Series A Conversion Price in effect
immediately before the close of business on the record date fixed for
determination of stockholders entitled to receive those Rights or Warrants will
be reduced by multiplying the Series A Conversion Price by a fraction, (1) the
numerator of which is the sum of (A) the number of shares of Common Stock
outstanding at the close of business on that record date and (B) the number of
shares of Common Stock that the aggregate offering price of the total number of
shares of Common Stock so offered for subscription or purchase would purchase
at the Current Market Price and (2) the denominator of which is the sum of (A)
the number of shares of Common Stock outstanding at the close of business on
that record date and (B) the number of additional shares of Common Stock so
offered for subscription or purchase. For purposes of this paragraph (c), the
issuance of rights or warrants expiring within 45 days entitling the holders to
subscribe for or purchase securities convertible into shares of Common Stock
will be deemed to be the issuance of Rights or Warrants to purchase shares of
Common Stock into which those securities are convertible at an aggregate
offering price equal to the sum of the aggregate offering price of those
securities and the minimum aggregate amount, if any, payable upon conversion of
those securities into shares of Common Stock. This adjustment shall be made
successively whenever any such event occurs, provided, however, that no
adjustment shall


                                    8
<PAGE>
occur with respect to that certain rights offering by the Corporation
pursuant to a prospectus supplement dated April 16, 2001.

     (d) Distribution of Indebtedness, Capital Stock or Assets. If the
Corporation should at any time or from time to time distribute to all holders
of Common Stock, whether by dividend or in a merger, amalgamation or
consolidation or otherwise, evidences of indebtedness, shares of Capital Stock,
cash or assets, other than Common Stock, Rights or Warrants or a dividend
payable exclusively in cash and other than as a result of a Fundamental
Change described in paragraph (e) below, the Series A Conversion Price in
effect immediately before the close of business on the record date fixed for
determination of stockholders entitled to receive that distribution shall be
reduced by multiplying the Series A Conversion Price by a fraction, (1) the
numerator of which is (A) the Current Market Price on that record date less (B)
the Fair Market Value of the portion of those evidences of indebtedness, shares
of Capital Stock, other securities, cash and assets so distributed applicable
to one share of Common Stock and (2) the denominator of which is the Current
Market Price. This adjustment shall be made successively whenever any such
event occurs.

     (e) Fundamental changes. If a Fundamental Change occurs, the holder of
each share of Series A Preferred Stock outstanding immediately before that
Fundamental Change occurred, shall have the right upon surrender of such shares
to receive, but only out of legally available funds, to the extent required by
applicable law, the kind and amount of stock, other securities, cash and assets
that that holder would have received if that share had been surrendered for
conversion in accordance with Section 5.1 immediately prior to the Fundamental
Change.

     5.3 Notices of Record Date. In the event of any taking by the Corporation
of the record of the holders of any class of securities for the purpose of
determining the holders thereof who are entitled to receive any dividend (other
than a cash dividend) or other distribution, the Corporation shall mail to each
holder of Series A Preferred Stock, at least 20 Business Days prior to the date
specified herein, a notice specifying the date that any such record is to be
taken for the purpose of such dividend or distribution.

     5.4 Payment of Taxes. Except as set forth in Section 5.1(c), the
Corporation shall pay all taxes (other than taxes based upon income) and other
governmental charges that may be imposed with respect to the issuance or
delivery of shares of Common Stock upon conversion of shares of Series A
Preferred Stock.

     5.5 No Impairment. The Corporation shall not avoid or seek to avoid the
observance or performance of any of the terms to be observed or performed
hereunder by the Corporation, but shall at all times in good faith assist in
carrying out all such action as may be reasonably necessary or appropriate in
order to protect the conversion rights of the holders of the Series A Preferred
Stock against impairment.

     5.6 No Reduction Below Par Value. Notwithstanding any other provision of
this Section 5, no adjustment to the Series A Conversion Price shall reduce the
Series A Conversion Price below the then par value share of the Common Stock,
and any such purported adjustment shall instead reduce the Series A conversion
Price to such par value.
<PAGE>
         5.7 Deferred Adjustment. In any case in which this Section 5 provides
that an adjustment to the Series A Conversion Price shall become effective
immediately after a record date for an event, the Corporation may defer until
the occurrence of such event (a) issuing to the holder of a share of Series A
Preferred Stock after such record date and before the occurrence of such event
the additional shares of Common Stock issuable upon such conversion by reason
of the adjustment required by such event over and above the Common Stock
issuable upon such conversion before giving effect to such adjustment and
(b) paying to such holder any amount in cash in lieu of any fractional share of
Common Stock pursuant to Section 5.1(e).

     6.   Voting Rights and Related Provisions.

          6.1  Single Class Voting. Holders of Series A Preferred Stock shall
have no voting rights except as required by law and as hereinafter provided in
this Section 6. Except as limited by law, the holders of Series A Preferred
Stock shall be entitled to vote or consent on all matters submitted to the
holders of Common Stock together with the holders of Common Stock voting as a
single class. Each share of Series A Preferred Stock shall entitle the holder
thereof to one vote for each share of Common Stock into which such share of
Series A Preferred Stock is convertible as of the record date for such vote or
consent, or if no record date is specified, as of the date of such vote or
consent.

          6.2  Protective Provisions. So long as any shares of Series A
Preferred Stock are outstanding, the Corporation shall not, without first
obtaining the approval of the holders of a majority of the Series A Preferred
Stock outstanding, voting separately as a class:

          (a)  amend or alter the Certificate of Incorporation in a manner that
would adversely affect the rights of the Series A Preferred Stock,

          (b)  amend, alter or repeal any provision of the Certificate of
Incorporation that would increase in any respect the restrictions or
limitations on ownership applicable to the Series A Preferred Stock, or

          (c)  issue additional shares of Series A Preferred Stock or Senior
Securities.

     Notwithstanding the foregoing, the Corporation may amend the Certificate
of Incorporation at any time and from time to time to increase the authorized
number of shares of Common Stock.

     7.   Section Headings. Section headings are for convenience of reference
only and shall not constitute a part of this Certificate of Designations or be
referred to in connection with the interpretation or construction hereof.


                                   10



<PAGE>

        IN WITNESS WHEREOF, Bay View Capital Corporation has caused this
Certificate of Designations to be executed by its Executive Vice President,
General Counsel and Secretary as of the 16th day of April, 2001.


                                        BAY VIEW CAPITAL CORPORATION


                                        By: /s/ DOUGLAS J. WALLIS
                                           --------------------------------
                                        Printed Name: Douglas J. Wallis
                                        Title: Executive Vice President,
                                               General Counsel and Secretary





                                       11

<PAGE>
                                                            STATE OF DELAWARE
                                                           SECRETARY OF STATE
                                                        DIVISION OF CORPORATIONS
                                                       FILED 09:00 AM 06/29/2001
                                                          010315048 - 2173579


                            CERTIFICATE OF AMENDMENT

                                        OF

                      RESTATED CERTIFICATE OF INCORPORATION


     Bay View Capital Corporation, a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware,

     DOES HEREBY CERTIFY:

     FIRST:    That at a meeting of the Board of Directors of Bay View Capital
Corporation, resolutions were adopted setting forth a proposed amendment to the
Restated Certificate of Incorporation of said corporation, declaring said
amendment to be advisable and directing that such amendment be considered at the
next Annual Meeting of Stockholders of said corporation. The resolution setting
forth the proposed amendment is as follows:

     RESOLVED, that the Restated Certificate of Incorporation of the Company be
amended to read as follows:

     Section 4.     Capital Stock.      The total number of shares of common
stock which the Corporation has authority to issue is 80,000,000 par value $.01
per share, and of which 7,000,000 shall be serial preferred stock, par value
$.01 per share, with rights and preferences to be determined by the board of
directors upon issuance.

     SECOND:   That thereafter, at the Annual Meeting of Stockholders of said
corporation held on June 28, 2001, pursuant to notice in accordance with
Section 222 of the General Corporation Law of the State of Delaware, the
necessary number of shares as required by statue were voted in favor of the
amendment.

     THIRD:    That said amendment was duly adopted in accordance with the
applicable provisions of Section 242 of the General Corporation Law of the
State of Delaware.

     IN WITNESS WHEREOF, said Bay View Capital Corporation has caused this
certificate to be signed by Carolyn Williams-Goldman, its Executive Vice
President, General Counsel and Secretary, this 28th day of June, 2001.



                                                  BAY VIEW CAPITAL CORPORATION


                                             BY:   /s/ Carolyn Williams-Goldman
                                                  ------------------------------
                                                  Carolyn Williams-Goldman
                                                  Executive Vice President,
                                                  General Counsel and
                                                  Secretary

<PAGE>
                                                         STATE OF DELAWARE
                                                        SECRETARY OF STATE
                                                     DIVISION OF CORPORATIONS
                                                   Delivered 11:11 AM 06/29/2004
                                                     Filed 11:11 AM 06/29/2004
                                                    SRV 040478271-2173579 Filed



                           CERTIFICATE OF AMENDMENT OF
                    RESTATED CERTIFICATE OF INCORPORATION OF
                           BAYVIEW CAPITAL CORPORATION


        It is hereby certified that:



1. The name of the corporation  (hereinafter  called the  "Corporation")  is Bay
View Capital Corporation.


2. The Restated  Certificate of Incorporation of the Corporation,  as amended to
date, is hereby further amended by amending Section 4 to read in its entirety as
follows:


          Section 4. Capital Stock.  The total number of shares of capital stock
     which  the  Corporation  has  authority  to issue is  87,000,000,  of which
     80,000,000  shall be common stock,  par value $0.01 per share, and of which
     7,000,000 shall be serial preferred stock, par value $0.01 per share,  with
     rights and  preferences  to be  determined  by the board of directors  upon
     issuance.


          Effective  as of 5:00  p.m.,  EDT,  on June 30,  2004 (the  "Effective
     Time"),  each ten shares of common stock issued and outstanding or (if any)
     held in  treasury  immediately  prior to the  Effective  Time ("Old  Common
     Stock") shall be  automatically  reclassified  and changed into one validly
     issued,  fully paid and nonassessable  share of common stock.  Stockholders
     who,  immediately  prior to the Effective  Time, are holders of record of a
     number of shares of Old Common  Stock that is not evenly  divisible  by ten
     shall be entitled to receive from the  Corporation in lieu of a fraction of
     a share of common stock an amount in cash  determined by  multiplying  such
     fraction  by the  closing  price of the common  stock on the New York Stock
     Exchange  on  the  day  of  the  Effective  Time.  Each  holder  of  record
     immediately prior to the Effective Time of shares of Old Common Stock shall
     at the  Effective  Time  become the holder of record of the number of whole
     shares of common  stock as shall  result  from  this  reclassification  and
     change.  Each such holder of record  shall be  entitled  to  receive,  upon
     surrender at the office of the  transfer  agent of the  Corporation  of the
     certificate or certificates  theretofore  representing shares of Old Common
     Stock in such form and  accompanied  by such  documents,  if any, as may be
     prescribed by the transfer agent of the  Corporation,  a new certificate or
     certificates  representing  the number of whole  shares of common  stock of
     which  such  holder  is the  holder of record  after  giving  effect to the
     provisions of this  paragraph and any cash to which such holder is entitled
     in lieu of any fractional share of common stock.


3.   The foregoing  amendment was adopted in accordance  with Section 242 of the
     General Corporation Law of the State of Delaware.


4.   This  Certificate of Amendment shall become effective at 5:00 p.m., EDT, on
     June 30, 2004.


     IN WITNESS  WHEREOF,  said  Corporation  has  caused  this  Certificate  of
Amendment  to be signed by  Charles  G.  Cooper,  its  President,  and Joseph J.
Catalano, its Secretary, this 28th day of June, 2004.

Attest:                                     BAY VIEW CAPITAL CORPORATION

/s/ Joseph J. Catalano                      By: /s/ Charles G. Cooper
-----------------------------               ------------------------------------
Joseph J. Catalano, Secretary               Charles G. Cooper, President




                                      A-1