BYLAWS OF

                              CVB FINANCIAL CORP.

                           (a California corporation)

 

                                    ARTICLE I

 

                                    OFFICES

 

      Section 1.1 PRINCIPAL EXECUTIVE OFFICE. The principal executive office of

the corporation is hereby fixed and located at 12808 Central Avenue, Chino,

California 91710. The Board of Directors is hereby granted full power and

authority to change said principal executive office from one location to

another.

 

      Section 1.2 OTHER OFFICES. Other business offices may at any time be

established by the Board of Directors at any place or places where the

corporation is qualified to do business.

 

                                   ARTICLE II

 

                            MEETINGS OF SHAREHOLDERS

 

      Section 2.1 PLACE OF MEETINGS. All meetings of shareholders shall be held

at the principal executive office of the corporation or at any other place

within or outside the State of California as may be designated by the Board of

Directors.

 

      Section 2.2 ANNUAL MEETINGS.

 

            (a) Time and Place. The annual meeting of shareholders shall be held

each year on a date and at a time designated by the Board of Directors. The date

so designated for the initial meeting shall be within fifteen (15) months after

the organization of the corporation, and the date so designated for each

subsequent meeting shall be within fifteen (15) months after the last annual

meeting.

 

            (b) Business to be Transacted. At the annual meetings, directors

shall be elected, reports of the affairs of the corporation shall be considered,

and any other business may be transacted which is within the powers of the

shareholders.

 

            (c) Notice, Means. Written notice of each annual meeting shall be

given to each shareholder entitled to vote, either personally or by mail or

other means of written communication, charges prepaid, addressed to such

 

<PAGE>

 

shareholder at his address appearing on the books of the corporation or given by

him to the corporation for the purpose of notice. If any notice or report

addressed to the shareholder at the address of such shareholder appearing on the

books of the corporation is returned to the corporation by the United States

Postal Service marked to indicate that the United States Postal Service is

unable to deliver the notice or report to the shareholder at such address, all

future notices or reports shall be deemed to have been duly given without

further mailing if the same shall be available for the shareholder upon written

demand of the shareholder at the principal executive office of the corporation

for a period of one year from the date of the giving of the notice or report to

all other shareholders. If a shareholder gives no address, notice shall be

deemed to have been given him if sent by mail or other means of written

communication addressed to the place where the principal executive office of the

corporation is situated, or if published at least once in some newspaper of

general circulation in the county in which said principal executive office is

located.

 

      An affidavit of the mailing or other means of giving any notice of any

shareholders' meeting shall be executed by the secretary, assistant secretary or

any transfer agent of the corporation giving the notice, and shall be filed and

maintained in the minute book of the corporation. Such affidavit shall be prima

facie evidence of the giving of such notice.

 

            (d) Notice, Time and Content. All such notices shall be given to

each shareholder entitled thereto not less than ten (10) days nor more than

sixty (60) days before each annual meeting. Any such notice shall be deemed to

have been given at the time when delivered personally or deposited in the mail

or sent by other means of written communication.

 

      Such notices shall specify:

 

               (i) the place, the date, and the hour of such meeting;

 

               (ii) those matters which the board, at the time of the mailing of

the notice, intends to present for action by the shareholders;

 

               (iii) if directors are to be elected, the names of nominees

intended at the time of the notice to be presented by management for election;

 

                                        2

<PAGE>

 

               (iv) the general nature of a proposal, if any, to take action

with respect to approval of, (a) a contract or other transaction with an

interested director, (b) amendment of the articles of incorporation, (c) a

reorganization of the corporation as defined in Section 181 of the General

Corporation Law, (d) voluntary dissolution of the corporation, or (e) a

distribution in dissolution other than in accordance with the rights of

outstanding preferred shares, if any; and,

 

               (v) such other matters, if any, as may be expressly required by

statute.

 

      Section 2.3 SPECIAL MEETINGS.

 

            (a) Calling of. Special meetings of the shareholders, for the

purpose of taking any action permitted by the shareholders under the General

Corporation Law and the articles of incorporation of this corporation, may be

called at any time by the chairman of the board, the president, the Board of

Directors or by one or more shareholders holding not less than ten percent (10%)

of the votes at the meeting. A shareholder entitled to call a special meeting of

shareholders for any proper purpose shall submit a request therefor in writing

directed to the chairman of the board, president, vice president, or secretary.

 

            (b) Time and Notice of. Upon receipt of such request, the

corporation forthwith shall cause notice to be given to shareholders entitled to

vote that a meeting will be held at a time requested by the person or persons

calling the meeting, which time shall be not less than thirty-five (35) nor more

than sixty (60) days after receipt of the request. If such notice is not given

within twenty (20) days after receipt of such request, the persons calling for

the meeting may give notice thereof in the manner provided by these bylaws.

Except in special cases where other express provision is made by statute, notice

of such special meetings shall be given in the same manner as for annual

meetings of shareholders. In addition to the matters required by items (i) and,

if applicable (iii) of Section 2.2(d), notice of any special meeting shall

specify the general nature of the business to be transacted, and no other

business may be transacted at such meeting.

 

      Section 2.4 QUORUM. A majority of the shares entitled to vote, represented

in person or by proxy, shall constitute a quorum for the transaction of business

at a meeting of shareholders. The shareholders present at a duly called or held

meeting at which a quorum is present may continue to do business until

adjournment, notwithstanding

 

                                        3

<PAGE>

 

the withdrawal of enough shareholders to leave less than a quorum, if any action

taken (other than adjournment) is approved by at least a majority of the shares

required to constitute a quorum.

 

      Section 2.5 ADJOURNED MEETING AND NOTICE THEREOF. Any shareholders'

meeting, annual or special, whether or not a quorum is present, may be adjourned

from time to time by the vote of a majority of the shares, the holders of which

are either present in person or represented by proxy thereat. When any meeting

of shareholders is adjourned to another time or place, written notice need not

be given of the adjourned meeting if the time and place are announced at a

meeting at which the adjournment is taken, unless a new record date for the

adjourned meeting is fixed, or unless the adjournment is for more than

forty-five (45) days in which case the Board of Directors shall set a new record

date. For any adjourned meeting requiring notice, such notice shall be given to

each shareholder of record entitled to vote at the adjourned meeting in

accordance with the provisions of Sections 2.2 and 2.3. At any adjourned meeting

the corporation may transact any business which might have been transacted at

the original meeting.

 

      Section 2.6 VOTING.

 

            (a) Record Date. Unless a record date for voting purposes be fixed

as provided in Section 5.1 of Article V of these bylaws then, subject to the

provisions of Sections 702 and 704 of the General Corporation Law of California

(relating to voting of shares held by a fiduciary, in the name of a

corporation, or in joint ownership), only persons in whose names shares entitled

to vote standing on the stock records of the corporation at the close of

business on the business day next preceding the day on which notice of the

meeting is given or if such notice is waived, at the close of business on the

business day next preceding the day on which the meeting of shareholders is

held, shall be entitled to vote at such meeting, and such day shall be the

record date for such meeting.

 

            (b) Ballot. The shareholders' vote may be oral or by ballot;

provided, however, all elections for directors must be by ballot if demand for

election by ballot is made by a shareholder at the meeting and before the voting

begins. If a quorum is present, except with respect to election of directors,

the affirmative vote of the majority of the shares represented at the meeting

and entitled to vote on any matter shall be the act of the shareholders, unless

the vote of a greater number or voting by classes is required by the General

Corporation Law of California or the articles of incorporation.

 

                                        4

<PAGE>

 

            (c) At a shareholders' meeting at which directors are to be elected,

no shareholder shall be entitled to cumulate votes (i.e., cast for any one or

more candidates a number of votes greater than the number of the shareholder's

shares) unless the candidates' names have been properly placed in nomination

prior to commencement of the voting and a shareholder has given notice prior to

commencement of the voting of the shareholder's intention to cumulate votes. If

any shareholder has given such a notice, then every shareholder entitled to vote

may cumulate votes for candidates in nomination and give one candidate a number

of votes equal to the number of directors to be elected multiplied by the number

of votes to which that shareholder's shares are entitled, or distribute the

shareholder's votes on the same principle among any or all of the candidates, as

the shareholder thinks fit. The candidates receiving the highest number of

votes, up to the number of directors to be elected, shall be elected.

 

      Section 2.7 VALIDATION OF DEFECTIVELY CALLED OR NOTICED MEETINGS. The

transactions of any meeting of shareholders, either annual or special, however

called and noticed, and wherever held, shall be as valid as though had at a

meeting duly held after regular call and notice, if a quorum be present either

in person or by proxy, and if, either before or after the meeting, each of the

persons entitled to vote, who was not present in person or by proxy, signs a

written waiver of notice or a consent to a holding of the meeting, or an

approval of the minutes. The waiver of notice or consent need not specify either

the business to be transacted or the purpose of any annual or special meeting of

shareholders, except that if action is taken or proposed to be taken for

approval of any of those matters specified in Section 2.2(d)(iv) of Article II,

the waiver of notice or consent shall state the general nature of the proposal.

All such waivers, consents or approvals shall be filed with the corporate

records or made a part of the minutes of the meeting.

 

      Attendance by a person at a meeting shall also constitute a waiver of

notice of that meeting, except when the person objects, at the beginning of the

meeting, to the transaction of any business because the meeting is not lawfully

called or convened, and except that attendance at a meeting is not a waiver of

any right to object to the consideration of matters required by the General

Corporation Law of the State of California to be included in the notice but not

so included, if such objection is expressly made at the meeting.

 

      Section 2.8 ACTION WITHOUT MEETING.

 

            (a) Action by Written Consent and Notice Thereof. Any action which

may be taken at any annual or

 

                                        5

<PAGE>

 

special meeting of shareholders, including the election of directors, may be

taken without a meeting and without prior notice if a consent in writing,

setting forth the action so taken, is signed by the holders of outstanding share

having not less than the minimum number of votes that would be necessary to

authorize or take that action at a meeting at which all shares entitled to vote

on that action were present and voted. If the consents of all shareholders

entitled to vote have been solicited in writing, and if the unanimous written

consents of all shareholders have not been obtained, notice shall be given as

provided herein.

 

               (i) Notice shall be given of any proposed shareholder approval

of, (a) a contract or other transaction with an interested director, (b)

indemnification of an agent of the corporation as authorized by section 3.16 of

Article III of these bylaws, (c) a reorganization of the corporation as defined

in Section 181 of the General Corporation Law of California, or (d) a

distribution in dissolution other than in accordance with the rights of

outstanding preferred shares, if any. The notice referred to herein shall be

given at least ten (10) days before the consummation of the action authorized by

such approval.

 

            (ii) Prompt notice of the taking of any other corporate action shall

be given to those shareholders entitled to vote who have not consented in

writing. Such notices shall be given in the manner and shall be deemed to have

been given as provided in Section 2.2 of Article II of these bylaws.

 

            (b) Election to Fill Vacancy. In the case of an election to fill a

vacancy on the Board of Directors which vacancy (1) was not created by removal

or (2) has not been filled by the Board of Directors in accordance with Section

3.5(b) of Article III of these Bylaws, a director may be elected to fill such

vacancy by the written consent of the holders of a majority of the outstanding

shares entitled to vote for the election of directors. An election by the

written consent of the shareholders to fill a vacancy created by removal may be

made only by the unanimous written consent of the holders of all outstanding

shares entitled to vote for the election of directors.

 

            (c) Filing of Consents; Record Date. All written consents of the

shareholders shall be filed with the secretary of the corporation. Unless, as

provided in Section 5.1 of Article V of these bylaws, the Board of Directors

has fixed a record date for the determination of shareholders entitled to notice

of and to give such written consent, the record date for such determination

shall be the day on which the first written consent is given.

 

                                        6

<PAGE>

 

            (d) Revocation of Consent. Any shareholder giving a written consent,

or the shareholder's proxyholders, or a transferee of the shares of a personal

representative of the shareholder or his respective proxyholders, may revoke the

consent by a writing received by the corporation prior to the time that written

consents of the number of shares required to authorize the proposed action have

been filed with the secretary of the corporation, but may not do so thereafter.

Such revocation shall be effective upon its receipt by the secretary of the

corporation.

 

      Section 2.9 PROXIES. Every person entitled to vote or execute consents

shall have the right to do so either in person or by one or more agents

authorized by a written proxy executed by such person or his duly authorized

agent and filed with the secretary of the corporation. Any proxy duly executed

is not revoked and continues in full force and effect until (i) an instrument

revoking it or a duly executed proxy bearing a later date is filed with the

secretary of the corporation prior to the vote pursuant thereto, (ii) the person

executing the proxy attends the meeting and votes in person, or (iii) written

notice of the death or incapacity of the maker of such proxy is received by the

corporation before said proxy is voted and counted. In the determination of the

validity and effect of proxies, the dates contained on the forms of proxy shall

presumptively determine the order of execution of the proxies, regardless of the

postmark dates on the envelopes in which they are mailed. Unless otherwise

provided in the proxy, no proxy shall be valid after the expiration of eleven

(11) months from the date of such proxy.

 

      Section 2.10 INSPECTORS OF ELECTION.

 

            (a) Appointment, Number. In advance of any meeting of shareholders,

the Board of Directors may appoint any persons, other than nominees for office,

as inspectors of election to act at such meeting or any adjournment thereof. If

inspectors of election are not so appointed, or if any person so appointed fails

to appear or refuses to act, the chairman of any such meeting may, and on the

request of any shareholder or his proxy shall, appoint inspectors of election

(or persons to replace those who so fail or refuse) at the meeting. The number

of inspectors shall be either one (1) or three (3). If appointed at a meeting on

the request of one or more shareholders or proxies, the majority of shares

represented in person or by proxy shall determine whether one (1) or three (3)

inspectors are to be appointed.

 

            (b) Duties. The duties of such inspectors shall be as prescribed by

Section 707 of the General Corporation Law of California and shall include:

determining the

 

                                        7

<PAGE>

 

number of shares outstanding and the voting power of each, the shares

represented at the meeting, the existence of a quorum, the authenticity,

validity and effect of proxies; receiving votes, ballots or consents; hearing

and determining all challenges and questions in any way arising in connection

with the right to vote; counting and tabulating all votes or consents;

determining when the polls shall close; determining the result; and such acts as

may be proper to conduct the election or vote with fairness to all shareholders.

The inspectors of election shall perform their duties impartially, in good

faith, to the best of their ability and as expeditiously as is practical. If

there are three (3) inspectors of election, the decision, act or certificate of

a majority is effective in all respects as the decision, act or certificate of

all. Any report or certificate made by the inspectors of election is prima facie

evidence of the facts stated therein.

 

      Section 2.11 NOMINATIONS FOR DIRECTOR. Nominations for election of members

of the Board of Directors may be made by the Board of Directors or by any

shareholder of any outstanding class of voting stock of the corporation entitled

to vote for the election of directors. Notice of intention to make any

nominations, other than by the Board of Directors, shall be made in writing and

shall be received by the President of the corporation no more than 60 days prior

to any meeting of shareholders called for the election of directors, and no more

than 10 days after the date the notice of such meeting is sent to shareholders

pursuant to Section 2.2 of these bylaws; provided, however, that if only 10

days' notice of the meeting is given to shareholders, such notice of intention

to nominate shall be received by the President of the corporation not later than

the time fixed in the notice of the meeting for the opening of the meeting. Such

notification shall contain the following information to the extent known to the

notifying shareholder: (a) the name and address of each proposed nominee; (b)

the principal occupation of each proposed nominee; (c) the number of shares of

voting stock of the corporation owned by each proposed nominee; (d) the name and

residence address of the notifying shareholder; and (e) the number of shares of

voting stock of the corporation owned by the notifying shareholder. Nominations

not made in accordance herewith shall be disregarded by the then chairman of the

meeting, and the inspectors of election shall then disregard all votes cast for

each nominee.

 

      The first paragraph of this Section 2.11 shall be set forth in any notice

of a shareholders' meeting, whether pursuant to Section 2.2 or Section 2.3 of

these bylaws, at which meeting the election of directors is to be considered.

 

                                             8

<PAGE>

 

                                   ARTICLE III

 

                                    DIRECTORS

 

            Section 3.1 POWERS. Subject to any limitations of the articles of

incorporation and of these bylaws and of the General Corporation Law of

California requiring shareholder authorization or approval for a particular

action, the business and affairs of the corporation shall be managed and all

corporate powers shall be exercised by or under the direction of the Board of

Directors. The board may delegate the management of the day-to-day operation of

the business of the corporation to a management company or other person,

provided that the business and affairs of the corporation shall be managed and

all corporate powers shall be exercised, under the ultimate direction of the

Board of Directors.

 

            Section 3.2 COMMITTEES. By resolution adopted by a majority of the

authorized number of directors, the board may designate an executive and other

committees, each consisting of two or more directors, to serve at the pleasure

of the board. The provisions of this Article apply to committees of the Board of

Directors and action by such committees, with such changes in the language of

those provisions as are necessary to substitute the committee and its members

for the board and its members. The board may designate one or more directors as

alternate members of any committee, who may replace any absent member at any

meeting of the committee. The appointment of members or alternate members of a

committee shall be made by the vote of a majority of the authorized number of

directors. Unless the Board of Directors shall otherwise prescribe the manner of

proceedings of any such committee, meetings of such committee may be regularly

scheduled in advance and may be called at any time by any two members thereof;

otherwise, the provisions of these bylaws with respect to notice and conduct of

meetings of the board shall govern. Any such committee, to the extent provided

in a resolution of the board, shall have all of the authority of the board,

except with respect to:

 

                  (i) the approval of any action for which the General

Corporation Law of California or the articles of incorporation also require

shareholder approval;

 

                  (ii) the filling of vacancies on the board or in any

committee;

 

                  (iii) the fixing of compensation of the directors for serving

on the board or on any committee;

 

                                        9

<PAGE>

 

                  (iv) the adoption, amendment or repeal of bylaws;

 

                  (v) the amendment or repeal of any resolution of the board

which by its express terms is not so amendable or repealable;

 

                  (vi) any distribution to the shareholders, except at a rate or

in a periodic amount or within a price range determined by the board; and

 

                  (vii) the appointment of other committees of the board or the

members thereof.

 

            Section 3.3 NUMBER OF DIRECTORS. (a) The authorized number of

directors shall be not less than 7 nor more than 13. The exact number of

directors shall be fixed from time to time, within the limits specified in this

subsection, by an amendment of subsection (b) of this section adopted by the

Board of Directors.

 

                  (b) The exact number of directors shall be 8 until changed as

provided in subsection (a) of this section.

 

                  (c) The maximum or minimum authorized number of directors may

only be changed by an amendment of this section approved by the vote or written

consent of a majority of the outstanding shares entitled to vote; provided,

however, that an amendment reducing the minimum number to a number less than 5

shall not be adopted if the votes cast against its adoption at a meeting (or the

shares not consenting in the case of action by written consent) exceed 16-2/3%

of such outstanding shares; and provided further, that in no case shall the

stated maximum authorized number of directors exceed two times the stated

minimum number of authorized directors minus one.

 

            Section 3.4 ELECTION AND TERM OF OFFICE. The directors shall be

elected at each annual meeting of shareholders but, if any such annual meeting

is not held or the directors are not elected thereat, the directors may be

elected at any special meeting of shareholders held for that purpose. All

directors shall hold office until the next annual meeting of the shareholders

and until his successor is elected and qualified, subject to the General

Corporation Law of California and the provisions of these bylaws with respect to

vacancies on the board.

 

            Section 3.5 VACANCIES.

 

                  (a) When a Vacancy Exists. A vacancy in the Board of Directors

exists whenever any authorized position of director is not then filled by a duly

elected director,

 

                                       10

<PAGE>

 

whether caused by death, resignation, removal, change in the authorized number

of directors or otherwise.

 

                  (b) Filling of Vacancies by Directors. Vacancies in the Board

of Directors, except for a vacancy created by the removal of a director (see

Section 3.5(c)) may be filled by a majority of the remaining directors, though

less than a quorum, or by a sole remaining director, and each director so

elected shall hold office until his successor is elected at an annual or a

special meeting of shareholders. If the Board of Directors accepts the

resignation of a director tendered to take effect at a future time, the Board of

Directors (or the shareholders) may elect a successor to take office when the

resignation becomes effective.

 

                  (c) Filling of Vacancies by Shareholders. The shareholders may

elect a director or directors at any time to fill any vacancy or vacancies not

filled by the directors. Except for an election to fill a vacancy created by the

removal of a director, any such election by written consent shall require the

consent of holders of a majority of the outstanding shares entitled to vote for

the election of directors. A vacancy in the Board of Directors created by the

removal of a director may only be filled by the vote of a majority of the shares

entitled to vote for the election of directors represented at a duly held

meeting at which a quorum is present, or by the unanimous written consent of the

holders of all of the outstanding shares entitled to vote for the election of

directors.

 

                  (d) Removal for Cause. The Board of Directors may declare

vacant the office of a director who has been declared of unsound mind by an

order of court or convicted of a felony.

 

                  (e) Removal without Cause. Any or all of the directors may be

removed without cause if such removal is approved by a majority of the

outstanding shares entitled to vote; provided, however, that no director may be

removed (unless the entire Board of Directors is removed) whenever the votes

cast against removal, or not consenting in writing to such removal, would be

sufficient to elect such director if voted cumulatively at an election at which

the same total number of votes were cast (or, if such action is taken by written

consent, all shares entitled to vote were voted) and the entire number of

directors authorized at the time of his most recent election were then being

elected.

 

                  (f) Resignation. Any director may resign effective upon giving

written notice to the chairman of the

 

                                       11

<PAGE>

 

board, the president, the secretary or the Board of Directors of the

corporation, unless the notice specifies a later time for the effectiveness of

such resignation. If the resignation is effective at a future time, a successor

may be elected to take office when the resignation becomes effective.

 

                  (g) When Reduction in Number Effective. No reduction of the

authorized number of directors shall have the effect of removing any director

prior to the expiration of his term of office.

 

            Section 3.6 PLACE OF MEETING. Regular meetings of the Board of

Directors shall be held at any place within or without the State of California

which has been designated from time to time by resolution of the board. In the

absence of such designation, regular meetings shall be held at the principal

executive office of the corporation. Special meetings of the board may be held

either at a place so designated or at the principal executive office.

 

            Section 3.7 ANNUAL MEETING - Immediately following each annual

meeting of shareholders the Board of Directors shall hold a regular meeting at

the place of said annual meeting or at such other place as shall be fixed by the

Board of Directors, for the purpose of organization, election of officers, and

the transaction of other business. Call and notice of such meetings are hereby

dispensed with.

 

            Section 3.8 OTHER REGULAR MEETINGS. Other regular meetings of the

Board of Directors shall be held at such day and hour as shall be fixed from

time to time by the Board of Directors by resolution or in the bylaws. If such

day falls upon a legal holiday, then said meeting shall be held at the same time

on the next day thereafter ensuing which is a full business day. Notice of all

such regular meetings of the Board of Directors is hereby dispensed with.

 

            Section 3.9 SPECIAL MEETINGS. Special meetings of the Board of

Directors for any purpose or purposes shall be called at any time by the

chairman of the board, the president, any vice president, the secretary or by

any two directors. Written notice of the time and place of special meetings

shall be delivered personally to each director or communicated to each director

by telephone, or by telegraph or mail, charges prepaid, addressed to him at his

address as it is shown upon the records of the corporation or, if it is not so

shown on such records or if not readily ascertainable, at the place at which

the meetings of the directors are regularly held. In case such notice is mailed

or telegraphed, it shall be deposited in the United states mail or delivered to

the telegraph company in the place in which the

 

                                       12

<PAGE>

 

principal executive officer of the corporation is located at least four (4) days

prior to the time of the holding of the meeting. In case such notice is

delivered, personally or by telephone, as above provided, it shall be so

delivered at least forty-eight (48) hours prior to the time of the holding of

the meeting. Such mailing, telegraphing or delivery, personally or by telephone,

as above provided, shall be due, legal and personal notice to such director. Any

notice shall state the date, place and hour of the meeting.

 

            Section 3.10 ACTION WITHOUT MEETING. Any action by the Board of

Directors may be taken without a meeting if all members of the board shall

individually or collectively consent in writing to such action. Such written

consent or consents shall be filed with the minutes of the proceedings of the

board and shall have the same force and effect as a unanimous vote of such

directors.

 

            Section 3.11 ACTION AT A MEETING; QUORUM AND REQUIRED VOTE. Presence

of a majority of the authorized number of directors at a meeting of the Board of

Directors constitutes a quorum for the transaction of business. Members of the

board may participate in a meeting through use of conference telephone or

similar communications equipment, so long as all members participating in such

meeting can hear one another. Participation in a meeting as permitted in the

preceding sentence constitutes presence in person at such meeting. Every act or

decision done or made by a majority of the directors present at a meeting duly

held at which a quorum is present shall be regarded as the act of the Board of

Directors, unless a greater number, or the same number after disqualifying one

or more directors from voting, is required by law, by the articles of

incorporation, or by these bylaws. A meeting at which a quorum is initially

present may continue to transact business notwithstanding the withdrawal of a

director, provided that any action taken is approved by at least a majority of

the required quorum for such meeting.

 

            Section 3.12 VALIDATION OF DEFECTIVELY CALLED OR NOTICED MEETINGS.

The transactions of any meeting of the Board of Directors, however called and

noticed or wherever held, shall be as valid as though had at a meeting duly held

after regular call and notice, if a quorum is present and if, either before or

after the meeting, each of the directors not present or who signs a written

waiver of notice or a consent to holding such meeting or an approval of the

minutes thereof. All such waivers, consents or approvals shall be filed with the

corporate records or made a part of the minutes of the meeting.

 

                                       13

<PAGE>

 

            Section 3.13 WAIVER OF NOTICE BY ATTENDANCE. Attendance of a

director at any meeting shall constitute a waiver of notice of such meeting,

unless a director attends for the express purpose of objecting to the

transaction of any business because the meeting is not lawfully called, noticed,

or convened.

 

            Section 3.14 ADJOURNMENT. A majority Of the directors present,

whether or not a quorum is present, may adjourn any meeting to another time and

place. If the meeting is adjourned for more than 24 hours, written notice of any

adjournment to another time or place shall be given prior to the time of the

adjourned meeting to the directors who were not present at the time of the

adjournment.

 

            Section 3.15 FEES AND COMPENSATION. Directors and members of

committees may receive such compensation, if any, for their services, and such

reimbursement for expenses, as may be fixed or determined by resolution of the

board.

 

            Section 3.16 INDEMNIFICATION OF CORPORATE AGENTS. The corporation

may indemnify each of its agents against expenses, judgments, fines, settlements

and other amounts, actually and reasonably incurred by such person having been

made or having been threatened to be made a party to a proceeding to the fullest

extent possible by the provisions of Section 317 of the General Corporation Law

of California and the corporation may advance the expenses reasonably expected

to be incurred by such agent in defending any such proceeding upon receipt of

the undertaking required by Section 317(f). The terms "agent," "proceeding" and

"expense" made in this Section 3.16 shall have the same meaning as such terms in

said Section 317.

 

            Section 3.17 TRANSACTIONS BETWEEN CORPORATIONS AND DIRECTORS.

 

                  (a) No contract or other transaction between the corporation

and one or more of its directors, or between the corporation and any

corporation, firm or association in which one or more of its directors has a

material financial interest, is either void or voidable because such director or

directors or such other corporation, firm or association are parties or because

such director or directors are present at the meeting of the board or a

committee thereof which authorizes, approves or ratifies the contract or

transaction, if

 

                        (1) the material facts as to the transaction and as to

such director's interest are fully disclosed or known to the shareholders and

such contract or transaction

 

                                       14

<PAGE>

 

is approved in good faith by the affirmative vote of a majority of the shares

entitled to vote represented at a duly held meeting at which a quorum is present

or by the written consent of shareholders, with the shares owned by the

interested director or directors not being entitled to vote thereon;

 

                        (2) the material facts as to the transaction and as to

such director's interest are fully disclosed or known to the board or committee,

and the board or committee authorizes, approves or ratifies the contract or

transaction in good faith by a vote sufficient without counting the vote of the

interested director or directors and the contract or transaction is just and

reasonable as to the corporation at the time it is authorized, approved or

ratified; or

 

                        (3) as to contracts or transactions not approved as

provided in paragraph (a) or (b) of this subdivision, the person asserting the

validity of the contract or transaction sustains the burden of proving that the

contract or transaction was just and reasonable as to the corporation at the

time it was authorized, approved or ratified.

 

                  (b) No contract or other transaction between a corporation and

any corporation or association of which one or more of its directors are

directors is either void or voidable because such director or directors are

present at the meeting of the board or a committee thereof which authorizes,

approves or ratifies the contract or transaction, if

 

                        (1) The material facts as to the transaction and as to

such director's other directorship are fully disclosed or known to the board or

committee, and the board or committee authorizes, approves or ratifies the

contract or transaction in good faith by a vote sufficient without counting the

vote of the common director or directors or the contract or transaction is

approved by the shareholders (Section 153) of the General Corporation Law in

good faith, or

 

                        (2) As to contracts or other transactions not approved

as provided in paragraph (1) of this subdivision, the contract or transaction is

just and reasonable as to the corporation at the time it is authorized,

approved or ratified.

 

            This subsection (b) does not apply to contracts or transactions

covered by subsection (a).

 

                  (c) A mere common directorship does not consitute a material

financial interest within the meaning of subsection (a) of this Section 3.17. A

director is not

 

                                       15

<PAGE>

 

interested within the meaning of subsection (a) of this Section 3.17 in a

resolution fixing the compensation of another director as a director, officer or

employee of the corporation, notwithstanding the fact that the first director is

also receiving compensation from the corporation.

 

                  (d) Interested or common directors may be counted in

determining the presence of a quorum at a meeting of the board or a committee

thereof which authorizes, approves or ratifies a contract or transaction.

 

                                   ARTICLE IV

 

                                    OFFICERS

 

            Section 4.1 OFFICERS. The officers of the corporation shall be a

president, a secretary and a chief financial officer. The corporation may also

have, at the discretion of the Board of Directors, a chairman of the board, one

or more vice presidents, one or more assistant secretaries, one or more

assistant treasurers and such other officers as may be appointed in accordance

with the provisions of Section 4.3 of this article. Any number of offices may be

held by the same person.

 

            Section 4.2 ELECTION. The officers of the corporation, except such

officers as may be appointed in accordance with the provisions of Section 4.3 or

Section 4.5 of this article, shall be chosen annually by the Board of Directors,

and each shall hold his office until he shall resign or shall be removed or

otherwise disqualified to serve, or his successor shall be elected and

qualified.

 

            Section 4.3 SUBORDINATE OFFICERS, ETC. The Board of Directors may

appoint, and may empower the chairman of the board, if there be such an officer,

or the president, to appoint such other officers as the business of the

corporation may require, each of whom shall hold office for such period, have

such authority and perform such duties as are provided in the bylaws or as the

Board of Directors may from time to time determine. Any appointment of an

officer shall be evidenced by a written instrument filed with the secretary of

the corporation and maintained with the corporate records.

 

            Section 4.4 REMOVAL AND RESIGNATION. Subject, in each case, to the

rights, if any, of an officer under any contract of employment, any officer may

be removed, either with or without cause, by the Board of Directors at any

regular or special meeting thereof, or, except in case of an officer chosen by

the Board of Directors, by any officer upon whom such power of removal may be

conferred by the Board of Directors.

 

                                       16

<PAGE>

 

            Any officer may resign at any time by giving written notice to the

Board of Directors or to the president or to the secretary of the corporation,

without prejudice, however, to the rights, if any, of the corporation under any

contract to which such officer is a party. Any such resignation shall take

effect at the date of the receipt of such notice or at any later time specified

therein; and, unless otherwise specified therein, the acceptance of such

resignation shall not be necessary to make it effective.

 

            Section 4.5 VACANCIES. A vacancy in any office because of death,

resignation, removal, disqualification or any other cause shall be filled in the

manner prescribed in these bylaws for regular appointments to such office.

 

            Section 4.6 CHAIRMAN OF THE BOARD. The chairman of the board, if

there shall be such an officer, shall, if present, preside at all meetings of

the Board of Directors and exercise and perform such other powers and duties as

may be from time to time assigned to him by the Board of Directors or prescribed

by these bylaws.

 

            Section 4.7 PRESIDENT. Subject to such supervisory powers, if any,

as may be given by the Board of Directors to the chairman of the board, if there

be such an officer, the president shall be the chief executive officer of the

corporation and shall, subject to the control of the Board of Directors, have

general supervision, direction and control of the business and officers of the

corporation. He shall preside at all meetings of the shareholders and, in the

absence of the chairman of the board, or if there be none, at all meetings of

the Board of Directors. He shall have the general powers and duties of

management usually vested in the office of president of a corporation, and shall

have such other powers and duties as may be prescribed by the Board of Directors

or the bylaws.

 

            Section 4.8 VICE PRESIDENT. In the absence or disability of the

president, the vice presidents, if any, in order of their rank as fixed by the

Board of Directors or, if not ranked, the vice president designated by the Board

of Directors, shall perform all the duties of the president, and when so acting

shall have all the powers of, and be subject to all the restrictions upon, the

president. The vice presidents shall have such other powers and perform such

other duties as from time to time may be prescribed for them respectively by the

Board of Directors or these bylaws, or as the chief executive officer may from

time to time delegate.

 

                                       17

<PAGE>

 

            Section 4.9 SECRETARY.

 

                  (a) Corporate Records. The secretary shall keep or cause to be

kept, at the principal executive office and such other place as the Board of

Directors may direct, the seal of the corporation, copies of the articles of

incorporation and bylaws of the corporation, a book of minutes of actions taken

at all meetings of shareholders, the Board and committees of the Board with the

time and place of holding, whether regular or special, and, if special, how

authorized, the notice given, the names of those present at directors' meetings,

the number of shares present or represented at shareholders' meetings, and the

proceedings thereof.

 

                  (b) Share Register. The secretary shall keep, or cause to be

kept, at the principal executive office or at the office of the corporation's

transfer agent, a share register, or a duplicate share register, showing the

names of the shareholders and their addresses, the number and classes of shares

held by each, the number and date of certificates issued for the same, and the

number and date of cancellation of every certificate surrendered for

cancellation.

 

                  (c) Other Duties. The secretary shall give, or cause to be

given, notice of all the meetings of the shareholders and of the Board of

Directors required by the bylaws or by law to be given, and he shall keep the

seal of the corporation in safe custody, and shall have such other powers and

perform such other duties as may be prescribed by the Board of Directors or by

the bylaws.

 

            SECTION 4.10 CHIEF FINANCIAL OFFICER.

 

                  (a) Books of Account. The chief financial officer of the

corporation shall keep and maintain, or cause to be kept and maintained,

adequate and correct accounts of the properties and business transactions of the

corporation, and shall send or cause to be sent to the shareholders of the

corporation such financial statements and reports as are by law or these bylaws

required to be sent to them. The books of account shall at all reasonable times

be open to inspection by any director.

 

                  (b) Other Duties. The chief financial officer shall deposit

all monies and other valuables in the name and to the credit of the corporation

with such depositaries as may be designated by the Board of Directors. The chief

financial officer shall disburse the funds of the corporation as may be ordered

by the Board of Directors, shall render to the president and directors, whenever

they request it, an account of all of his transactions as chief

 

                                       18

<PAGE>

 

financial officer and of the financial condition of the corporation, and shall

have such other powers and perform such other duties as may be prescribed by the

Board of Directors or the bylaws.

 

                                    ARTICLE V

 

                            GENERAL CORPORATE MATTERS

 

            Section 5.1 RECORD DATE.

 

                  (a) When Fixed by Board. The Board of Directors may fix a time

in the future as a record date for the determination of the shareholders

entitled to notice of and to vote at any meeting of shareholders or entitled to

give consent to corporate action in writing without a meeting, to receive any

report, to receive any dividend or distribution, or any allotment of rights, or

to exercise rights in respect to any change, conversion, or exchange of shares.

The record date so fixed shall be not more than sixty (60) days nor less than

ten (10) days prior to the date of any meeting, nor more than sixty (60) days

prior to any other event for the purposes of which it is fixed. When a record

date is so fixed, only shareholders of record at the close of business on that

date are entitled to notice of and to vote at any such meeting, to give consent

without a meeting, to receive any report, to receive a dividend, distribution,

or allotment of rights, or to exercise the rights, as the case may be,

notwithstanding any transfer of any shares on the books of the corporation after

the record date, except as otherwise provided in the articles of incorporation

or these bylaws.

 

                  (b) When Not Fixed by Board. In the event no record date is

fixed by the Board of Directors:

 

                        (1) The record date for determining the shareholders

entitled to notice of or to vote at a meeting of shareholders shall be at the

close of business on the business day next preceding the day on which notice is

given or, if notice is waived, at the close of business on the business day next

preceding the day on which the meeting is held.

 

                        (2) The record date for determining shareholders

entitled to give consent to corporate action in writing without a meeting, when

no prior action by the Board of Directors has been taken, shall be the day on

which the first written consent is given.

 

                                       19

<PAGE>

 

                        (3) The record date for determining shareholders for any

other purpose shall be at the close of business on the date on which the Board

of Directors adopts the resolution relating thereto, or the 60th day prior to

the date of such other action, whichever is later.

 

            Section 5.2 INSPECTION OF CORPORATE RECORDS.

 

                  (a) By Shareholders. The accounting books and records, the

record of shareholders, and minutes of proceedings of the shareholders and the

board and committees of the board of this corporation and any subsidiary of this

corporation shall be open to inspection upon the written demand on the

corporation of any shareholder or holder of a voting trust certificate at any

reasonable time during usual business hours, for a purpose reasonably related to

such holder's interests as a shareholder or as the holder of such voting trust

certificate. Such inspection by a shareholder or holder of a voting trust

certificate may be made in person or by agent or attorney, and the right of

inspection includes the right to copy and make extracts.

 

                  (b) By Directors. Every director shall have the absolute right

at any reasonable time to inspect and copy all books, records and documents of

every kind and to inspect the physical properties of the corporation. Such

inspection by a director may be made in person or by agent or attorney and the

right of inspection includes the right to copy and make extracts.

 

            Section 5.3 MAINTENANCE AND INSPECTION OF BYLAWS. The corporation

shall keep at its principal executive office, or if its principal executive

office is not in the State of California, at its principal business office in

this state, the original or a copy of the bylaws as amended to date, which shall

be open to inspection by the shareholders at all reasonable times during office

hours. If the principal executive office of the corporation is outside the state

of California and the corporation has no principal business office in this

state, the Secretary shall, upon the written request of any shareholder, furnish

to that shareholder a copy of the bylaws as amended to date.

 

            Section 5.4 ANNUAL AND OTHER REPORTS. The Board of Directors of the

Corporation shall cause an annual report to be sent to the shareholders at least

fifteen (15) days prior to the Annual Meeting of shareholders but not later than

one hundred twenty (120) days after the close of the fiscal year in accordance

with the provisions of the General Corporation Law.

 

                                       20

<PAGE>

 

            Section 5.5 CHECKS, DRAFTS, ETC. All checks, drafts or other orders

for payment of money, notes or other evidences of indebtedness, issued in the

name of or payable to the corporation, shall be signed or endorsed by such

person or persons and in such manner as, from time to time, shall be determined

by resolution of the Board of Directors.

 

            Section 5.6 CONTRACTS, ETC., HOW EXECUTED. The Board of Directors,

except as in the bylaws otherwise provided, may authorize any officer or

officers, agent or agents, to enter into any contract or execute any instrument

in the name of and on behalf of the corporation, and such authority may be

general or confined to specific instances; and, unless so authorized or ratified

by the Board of Directors or within the agency power of an officer, no officer,

agent or employee shall have any power or authority to bind the corporation by

any contract or engagement or to pledge its credit or to render it liable for

any purpose or to any amount.

 

            Section 5.7 CERTIFICATE FOR SHARES. Every holder of shares in the

corporation shall be entitled to have a certificate signed in the name of the

corporation by the chairman or vice chairman of the board or the president or a

vice president and by the chief financial officer or an assistant treasurer or

the secretary or any assistant secretary, certifying the number of shares and

the class or series of shares owned by the shareholder. Any of the signatures on

the certificate may be a facsimile. In case any officer, transfer agent or

registrar who has signed or whose facsimile signature has been placed upon a

certificate shall have ceased to be such officer, transfer agent or registrar

before such certificate is issued, it may be issued by the corporation with the

same effect as if such person were an officer, transfer agent or registrar at

the date of issue.

 

            Section 5.8 LOST, STOLEN OR DESTROYED CERTIFICATES. No new

certificates for shares shall be issued to replace an old certificate unless the

latter is surrendered and cancelled at the same time; provided, however, that

the Board of Directors or the president and the vice president may, however, in

case any certificate for shares is lost, stolen, mutilated or destroyed,

authorize the issuance of a new certificate in lieu thereof, upon such terms and

conditions, including reasonable indemnification of the Corporation, as the

Board of Directors or the President or the Vice President shall determine. In

the event of the issuance of a new certificate, the rights and liabilities of

the Corporation, and of the holders of the old and new certificates, shall be

governed by the relevant provisions of the California Commercial Code.

 

                                       21

<PAGE>

 

            Section 5.9 REPRESENTATION OF SHARES OF OTHER CORPORATIONS. The

chairman of the board, president or any vice president, or any other person

authorized by resolution of the Board of Directors or by any of the foregoing

designated officers, are authorized to vote, represent and exercise on behalf of

this corporation all rights incident to any and all shares of any other

corporation or corporations standing in the name of this corporation. The

authority herein granted to said officers to vote or represent on behalf of this

corporation any and all shares held by this corporation in any other corporation

or corporations may be exercised either by such officers in person or by any

other person authorized so to do by proxy or power of attorney duly executed by

these officers.

 

            Section 5.10 CONSTRUCTION AND DEFINITIONS. Unless the context

otherwise requires, the general provisions, rules of construction and

definitions contained in the General Corporation Law of California shall govern

the construction of these bylaws. Without limiting the generality of the

foregoing, the masculine gender includes the feminine and neuter, the singular

number includes the plural and the plural number includes the singular, and the

term "person" includes a corporation as well as a natural person.

 

                                   ARTICLE VI

 

                                   AMENDMENTS

 

            Section 6.1 POWER OF SHAREHOLDERS. New bylaws may be adopted or

these bylaws may be amended or repealed by the affirmative vote or written

consent of a majority of the outstanding shares entitled to vote thereon, except

as otherwise provided by law or by the articles of incorporation.

 

            Section 6.2 POWER OF DIRECTORS. Subject to the right of shareholders

as provided in Section 6.1 of this Article VI to adopt, amend or repeal bylaws,

bylaws may be adopted, amended or repealed by the Board of Directors provided,

however, that the Board of Directors may adopt a bylaw or amendment thereof

changing the authorized number of directors only for the purpose of fixing the

exact number of directors within the limits specified in the articles of

incorporation or in Section 3.2 of Article III of these bylaws.

 

                                       22

<PAGE>

 

 

                            CERTIFICATE OF SECRETARY

 

            I, the undersigned, do hereby certify:

 

            1. That I am the duly elected and acting secretary of CVB Financial

Corp., a California corporation; and

 

            2. That the foregoing bylaws, comprising 23 pages, including this

page, constitute the bylaws of said corporation as duly adopted by action of the

Board of Directors of the corporation duly taken on June 17, 1981.

 

            IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed

the seal of said corporation this 17th day of June, 1981.

 

                                           /s/ Robert Littejohn

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

                                            Robert Littejohn

 

                                       23

<PAGE>

 

                       CERTIFICATE OF AMENDMENT OF BYLAWS

 

            The undersigned, Tina Schaefer, does hereby certify:

 

            1. That, She is, and has been, at all times hereinmentioned, the

duly elected and acting Secretary of CVB Financial Corp., a California

Corporation.

 

            2. That, Section 2.11 of the Bylaws of the Corporation is amended in

its entirety to read as follows:

 

            "Section 2.11 NOMINATIONS FOR DIRECTOR. Nominations for election of

members of the Board of Directors may be made by the Board of the Directors or

by any shareholder of any outstanding class of voting stock of the corporation

entitled to vote for the election of Directors. Notice of intention to make any

nominations, other than by the Board of Directors, shall be made in writing and

shall be received by the President of the corporation no more than 60 days prior

to any meeting of shareholders called for the election of directors, and no more

than 10 days after the date the notice of such meeting is sent to shareholders

pursuant to Section 2.2 of these bylaws; provided, however, that if only 10

days' notice of the meeting is given to shareholders, such notice of intention

to nominate shall be received by the President of the corporation not later than

the time fixed in the notice of the meeting for the opening of the meeting. Such

notification shall contain the following information to the extent known to the

notifying shareholder: (a) the name and address of each proposed nominee; (b)

the

 

<PAGE>

 

      principal occupation of each proposed nominee; (c) the number of shares of

      voting stock of the corporation owned by each proposed nominee; (d) the

      name and residence address of the notifying shareholder; and (e) the

      number of shares of voting stock of the corporation owned by the notifying

      shareholder. Nominations not made in accordance herewith shall be

      disregarded by the then chairman of the meeting, and the inspectors of

      election shall then disregard all votes cast for each such nominee.

 

                  The first paragraph of this Section 2.11 shall be set forth in

      any notice of a shareholders' meeting, whether pursuant to Section 2.2 or

      Section 2.3 of these bylaws, at which meeting the election of directors is

      to be considered."

 

                  3. That, at a meeting of the Board of Directors of said

Corporation, duly held at Chino, California, on May 14, 1984, the foregoing

amendment of the Bylaws of the Corporation was duly adopted and approved.

 

/s/ Tina Schaefer

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

Tina Schaefer, Secretary

 

                                      -2-

<PAGE>

 

                             SECRETARY'S CERTIFICATE

 

                  I do hereby certify that I am the duly elected and acting

Secretary of CVB Financial Corp. and that the following is a true and correct

copy of a resolution amending the Bylaws of the Company adopted with a quorum

present at a special meeting of the Board of Directors held on the 13th day of

May, 1985:

 

                  "BE IT HEREBY RESOLVED, that Section 3.3(b) (Number of

                  Directors.) of the Bylaws of CVB Financial Corp. be, and the

                  same hereby is, amended to read verbatim as follows:

 

                        'Section 3.3(b). The exact number of directors shall be

                  seven (7) until changed as provided in subsection (a) of this

                  section."

 

                  The foregoing resolution is presently in full force and

effect and has not been revoked or rescinded as of the date hereof.

 

                  IN WITNESS WHEREOF, I have hereupon set the seal of this

corporation this 13th day of May, 1985.

 

                                                               /s/ Tina Schaefer

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

                                                               Tina Schaefer

 

(SEAL)

 

<PAGE>

                            SECRETARY'S CERTIFICATE

                               (Bylaw Amendment)

 

            I, the undersigned, do hereby certify:

 

            1. That I am the duly elected and acting Secretary of CVB FINANCIAL

CORP., a California corporation (the "Company"); and

 

            2. That the following is a true and correct copy of resolutions

amending the Bylaws of the Company adopted with a quorum present at a special

meeting of the Board of Directors of the Company held on the 22nd day of

February, 1988:

 

            WHEREAS, California has recently enacted significant amendments to

      the General Corporation Law that permit, among other things, corporations

      to include in their Articles of Incorporation provisions that would

      eliminate or limit the personal liability of a director for monetary

      damages in an action brought by or in the right of the corporation for

      breach of the director's duty to the corporation and its shareholders as

      well as permit more extensive indemnification of corporate directors,

      officers and agents;

 

            WHEREAS, the Board of Directors has adopted, subject to shareholder

      and regulatory approval, certain amendments to the Articles of

      Incorporation to implement these new provisions of the General Corporation

      Law; and

 

            WHEREAS, it is deemed by the Board of Directors to be in the best

      interests of the Company, subject to shareholder and regulatory approval

      of the aforementioned amendments to the Articles of incorporation, to

      adopt certain amendments to the Bylaws to implement these new provisions

      of the General Corporation Law.

 

            NOW, THEREFORE, BE IT HEREBY RESOLVED, Subject to shareholder and

      regulatory approval of the aforementioned amendments to the Articles of

      Incorporation, that ARTICLE III, Section 3.16 of the Bylaws of the Company

      entitled "INDEMNIFICATION OF CORPORATE AGENTS" be, and it hereby is,

      deleted; and

 

            BE IT FURTHER RESOLVED, subject to shareholder and regulatory

      approval of the aforementioned amendments to the Articles of

      Incorporation, that the Bylaws of the Company be, and they hereby are,

      amended to add the

 

<PAGE>

 

      following new ARTICLE VII, which provides in its entirety as follows:

 

                                  "ARTICLE VII

 

       INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER AGENTS

 

            Section 7.1 PERMISSIVE INDEMNIFICATION. The corporation shall have

      the power, to the extent and in the manner permitted by the California

      Corporations Code (the "Code"), to indemnify each of its directors,

      officers, employees and agents against expenses (as defined in Section

      317(a) of the Code), judgments, fines, settlements, and other amounts

      actually and reasonably incurred in connection with any proceeding (as

      defined in Section 317(a) of the Code), arising by reason of the fact that

      such person is or was an agent of the corporation. For purposes of this

      ARTICLE VII, an "employee" or "agent" of the corporation includes any

      person (i) who is or was an employee or agent of the corporation, (ii) who

      is or was serving at the request of the corporation as an employee or

      agent of another corporation, partnership, joint venture, trust or other

      enterprise, or (iii) who was an employee or agent of the corporation which

      was a predecessor corporation of the corporation or of another enterprise

      at the request of such predecessor corporation.

 

            Section 7.2 PAYMENT OF EXPENSES IN ADVANCE. Expenses incurred in

      defending any civil or criminal action or proceeding for which

      indemnification is permitted pursuant to Section 7.1 following

      authorization thereof by the Board of Directors, may be paid by the

      corporation in advance of the final disposition of such action or

      proceeding upon receipt of an undertaking by or on behalf of the

      indemnified party to repay such amount if it shall ultimately be

      determined that the indemnified party is not entitled to be indemnified as

      authorized in this ARTICLE VII.

 

            Section 7.3 INDEMNITY NOT EXCLUSIVE. The indemnification provided by

      this ARTICLE VII shall not be deemed exclusive of any other rights to

      which those seeking indemnification may be entitled under any bylaw,

      agreement, vote of shareholders or disinterested directors or otherwise,

      both as to action in an official capacity and as to action in another

      capacity while holding such office, to the extent that such additional

      rights to indemnification are authorized in the Articles of Incorporation.

 

                                        2

<PAGE>

 

            Section 7.4 INSURANCE INDEMNIFICATION. The corporation shall have

      the power to purchase and maintain insurance on behalf of any person who

      is or was an agent of the corporation against any liability asserted

      against or incurred by such person in such capacity or arising out of such

      person's status as such, whether or not the corporation would have the

      power to indemnify him against such liability under the provisions of this

      ARTICLE VII.

 

            Section 7.5 CONFLICTS. No indemnification or advance shall be made

      under this ARTICLE VII, except where such indemnification or advance is

      mandated by law or the order, judgment or decree of any court of competent

      jurisdiction, in any circumstance where it appears:

 

            (1) That it would be inconsistent with a provision of the Articles

      of Incorporation, these bylaws, a resolution of the shareholders or an

      agreement in effect at the time of the accrual of the alleged cause of the

      action asserted in the proceeding in which the expenses were incurred or

      other amounts were paid, which prohibits or otherwise limits

      indemnification; or

 

            (2) That it would be inconsistent with any condition expressly

      imposed by a court in approving a settlement."

 

      I certify that the foregoing is true and correct to the best of my

knowledge.

 

      Executed this 22nd day of February, 1988.

 

                                                     /s/ Tina Schaefer

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

                                                     Tina Schaefer, Secretary

 

                                        3

<PAGE>

 

                             SECRETARY'S CERTIFICATE

 

      I, the undersigned, do hereby certify:

 

      1. That I am the duly elected and acting Secretary of CVB Financial Corp.,

a California corporation (the "Company");

 

      2. That the following is a true and correct copy of a resolution amending

the Bylaws of the Company adopted with the necessary quorum present at a duly

held meeting of the Board of Directors of this corporation held on August 21,

1991.

 

            WHEREAS, ARTICLE III, Section 3.3(b) of the Bylaws provides that the

      number of directors shall be not less than seven (7) nor more than

      thirteen (13);

 

            WHEREAS, ARTICLE III, Section 3.3(b) of the Bylaws provides that the

      exact number of directors shall be seven (7) until changed as provided in

      subsection (a) of this section; and

 

            WHEREAS, the Board of Directors deems it in the best interest of the

      Company to amend Section 3.3(b) of the Company's Bylaws changing the

      number of directors to eight (8);

 

                  NOW, THEREFORE, BE IT HEREBY RESOLVED, that Section 3.3(b)

                  (Number of Directors.) of the Bylaws of the Company be, and

                  the same hereby is, amended to read verbatim as follows:

 

                        'Section 3.3(b). The exact number of directors shall be

                  eight (8) until changed as provided in subsection (a) of this

                  section.'

 

      The foregoing resolution is presently in full force and effect and has not

bee revoked or rescinded as of the date hereof.

 

      IN WITNESS WHEREOF, I have hereupon set the seal of this corporation this

21st day of August, 1991.

 

                                                               /s/ Tina Schaefer

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

                                                               Tina Schaefer

 

(SEAL)

 

<PAGE>

 

 

                            SECRETARY'S CERTIFICATE

 

            I, the undersigned, do hereby certify:

 

            1. That I am the duly elected and acting Secretary of CVB Financial

Corp., a California corporation (the "Company");

 

2. That the following is a true and correct copy of a resolution amending the

Bylaws of the Company adopted with the necessary quorum present at a duly held

meeting of the Board of Directors of this corporation held on November 20, 1991.

 

            WHEREAS, ARTICLE III, Section 3.3(b) of the Bylaws provides that the

      number of directors shall not be less than seven (7) nor more than

      thirteen (13);

 

            WHEREAS, ARTICLE III, Section 3.3(b) of the Bylaws provides that the

      exact number of directors shall be eight (8) until changed as provided in

      subsection (a) of this section; and

 

            WHEREAS, the Board of Directors deems it in the best interest of the

      Company to amend Section 3.3(b) of the Company's Bylaws changing the

      number of directors to seven (7);

 

                  NOW, THEREFORE, BE IT HEREBY RESOLVED, that Section 3.3(b)

                  (Number of Directors.) of the Bylaws of the Company be, and

                  the same hereby is, amended to read verbatim as follows:

 

                  "Section 3.3(b). The exact number of directors shall be seven

                  (7) until changed as provided in subsection (a) of this

                  section."

 

      The foregoing resolution is presently in full force and effect and has not

been revoked or rescinded as of the date hereof.

 

      WITNESS MY HAND AND SEAL of said corporation this 21st day of November,

1991.

 

                                                              /s/ Donna Marchesi

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

                                                              Donna Marchesi

 

<PAGE>

                             SECRETARY'S CERTIFICATE

 

      I, the undersigned, do hereby certify:

 

      1. That I am the duly elected and acting Secretary of CVB Financial Corp.,

a California corporation (the "Company");

 

      2. That the following is a true and correct copy of a resolution amending

the Bylaws of the Company adopted with the necessary quorum present at a duly

held meeting of the Board of Directors of this corporation held on May 19, 1997.

 

      WHEREAS, ARTICLE III, Section 3.3(b) of the Bylaws provides that the

      number of directors shall not be less than (7) nor more than thirteen (13)

      and the exact number of directors within the range shall be eight (8)

      until changed as provided in subsection (a) of this section; and

 

      WHEREAS, the Board of Directors deems it to be in the best interest of the

      Company to amend Section 3.3(b) of the Company's By-laws changing the

      number of directors to seven (7);

 

      NOW, THEREFORE BE IT HEREBY RESOLVED that subject to the provisions of

      Article III, Section 3.3(b) for changing the number of directors, Section

      3.3(b) is amended to read as follows: "Section 3.3(b). The exact number of

      directors of the Company shall be seven (7) until changed as provided in

      Subsection (a) of this section."

 

      The foregoing resolution is presently in full force and effect and has not

been revoked or rescinded as of the date hereof.

 

      WITNESS MY HAND AND SEAL of said corporation this 19th day of May, 1997.

 

                                             /s/ Donna Marchesi

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

                                             Donna Marchesi, Corporate Secretary

 

<PAGE>

 

                    CERTIFICATE OF ACTION IN LIEU OF MEETING

                BY THE BOARD OF DIRECTORS OF CVB FINANCIAL CORP.

 

The undersigned, being all the directors of CVB Financial Corp., a California

corporation, in lieu of a meeting of the directors of CVB Financial Corp.,

hereby consent to and adopt the following resolutions this 25th day of June,

1999.

 

      The undersigned, being all the qualified and acting directors of CVB

      Financial Corp. (the "Corporation"), a California corporation, hereby

      consent in writing to the adoption of the following resolutions, pursuant

      to all applicable California laws and Section 3.10 of the Corporation's

      Bylaws, permitting such action to be so taken.

 

      WHEREAS, this Board of Directors believes it to be in the best interests

      of the Corporation to schedule a special meeting of shareholders to

      consider and act upon the Agreement and Plan of Reorganization dated as of

      May 19, 1999 (the "Agreement") by and between CVB Financial Corp. and

      Orange National Bancorp, including the issuance of shares of common stock

      of the Company to shareholders of Orange National Bancorp, and to transact

      such other business as may properly be transacted at the special meeting

      or at any adjournment thereof.

 

      WHEREAS, the Board of Directors also believes it to be in the best

      interests to, amend its Bylaws effective as of the Effective Time of the

      Merger, as such term is defined in the Agreement, to increase its

      authorized number of directors from seven (7) to eight (8) and to appoint

      Mr. San Vaccaro to the Board of Directors effective as of the Effective

      Time of the Merger;

 

      NOW, THEREFORE, BE IT HEREBY RESOLVED, that pursuant to its 2.3 of the

      Corporation's Bylaws, a special meeting of shareholders of CVB Financial

      Corp., be, and the same hereby is, called for 9:00 a.m. on Wednesday,

      August 25,1999, said special meeting to be held at 701 N. Haven Avenue,

      Ontario, California.

 

      BE IT FURTHER RESOLVED, that the Secretary of the Corporation, be and she

      hereby is, authorized and directed to prepare and mail legal notice of the

      special meeting to all shareholders of record on the close of business on

      July 5,1999, indicating therein that the principal items of business to be

      transacted at the special meeting are as follows:

 

      1. To approve the Agreement and Plan of Reorganization between the Company

      and Orange National Bancorp, dated as of May 18,1999, and the related

      matters therein.

 

<PAGE>

 

      2. To transact such other business as may properly come before the Special

      Meeting and at any and all adjournments thereof.

 

      BE IT FURTHER RESOLVED, that the officers of the Corporation be, and they

      hereby are authorized and directed to prepare, or cause to be prepared,

      obtain, or cause to be obtained, the approval of all necessary regulatory

      authorities and to distribute, or cause to be distributed, to the

      shareholders a form of proxy containing all necessary disclosures, as well

      as the Board of Directors recommendation favoring approval of the

      Agreement and the transactions contemplated thereby.

 

      BE IT FURTHER RESOLVED, that the officers of the Company be, and they

      hereby are, authorized and directed to prepare, or cause to be prepared,

      and to distribute, or cause to be distributed, to the shareholders a form

      of proxy naming John Borba and James C. Seley, and each of them, as proxy

      holders and to solicit proxies on behalf of the Board of Directors;

 

      BE IT FURTHER RESOLVED, that a representative of Deloitte & Touche be, and

      hereby is, appointed inspector of election to act at said special meeting

      or at any and all adjournments thereof, in the event such person appointed

      as an inspector fails to act as such at the special meeting, the vacancy

      shall be filled at the special meeting by an appointment made by the

      Chairman;

 

      BE IT FURTHER RESOLVED, that Section 3.3(b) of the Corporation's Bylaws is

      hereby amended to read as follows, with such amendment to be effective as

      of the Effective Time of the Merger:

 

            (b)   The exact number of directors shall be eight (8) until changed

                  as provided in subsection (a) of this Section.

 

      BE IT FURTHER RESOLVED, that as of the Effective Time of the Merger, Mr.

      San Vaccaro is hereby appointed to the Board of Directors of the

      Corporation to serve until the earlier of his resignation or removal, or

      until his successor is elected and qualified;

 

      BE IT FURTHER RESOLVED, that each officer of this Corporation hereby is

      authorized and directed by and on behalf of the Corporation and in its

      name to take such actions and to execute and deliver such documents as he

      or she may deem to be necessary or advisable to effect the purpose and

      intent of the foregoing resolutions, including, but not limited to, the

      engagement of a proxy solicitation firm;

 

                                       2

<PAGE>

 

      BE IT FURTHER RESOLVED, that these resolutions may be signed by the

      directors in as many counterparts as may be necessary, each of which shall

      be deemed to be an original, and such counterparts together shall

      constitute one and the same instrument.

 

IN WITNESS WHEREOF, the undersigned have executed this unanimous written consent

as of June 25, 1999.

 

/s/ George A. Borba                     /s/ John A. Borba

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

George A. Borba                         John A. Borba

 

/s/ Ronald O. Kruse                     /s/ John J. LoPorto

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

Ronald O. Kruse                         John J. LoPorto

 

/s/ Charles M. Magistro                 /s/ James C. Seley

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

Charles M. Magistro                     James C. Seley

 

/s/ D. Linn Wiley

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

D. Linn Wiley

 

                                       3

<PAGE>

                            SECRETARY'S CERTIFICATE

 

I, the undersigned, do hereby certify:

 

     1.    That I am the duly elected and acting Secretary of CVB Financial

           Corp., a California corporation; and

 

     2.    That the following is a true and correct copy of resolutions adopted

           with the necessary quorum present at a duly held meeting of the Board

           of Directors of this corporation held on January 19, 2000; and

 

     3.    The following resolutions are presently in full force and effect and

           have not been revoked or rescinded as of the date hereof.

 

     WHEREAS, Article III, Section 3.3(b) of the By-laws provides that the

     number of directors shall not be less than six (6) nor more than thirteen

     (13) and the exact number of directors within the range shall be eight (8)

     until changed as provided in subsection (a) of this section; and

 

     WHEREAS, the Board of Directors deems it to be in the best interest of the

     Company to amend Section 3.3(b) of the Company's By-laws changing the

     number of directors to seven(7):

 

     NOW, THEREFORE BE IT HEREBY RESOLVED that subject to the provisions of

     Article III, Section 3.3(b) for changing the number of directors, Section

     3.3(b) is amended to read as follows: "Section 3.3(b). The exact number of

     directors of the Company shall be seven(7) until changed as provided in

     Subsection (a) of this section."

 

Witness my hand and seal of said corporation this 19th day of January 2000.

 

 

 

/s/ DONNA MARCHESI

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

Donna Marchesi

Corporate Secretary

<PAGE>

 

                             SECRETARY'S CERTIFICATE

 

I, the undersigned, do hereby certify:

 

      1.    That I am the duly elected and acting Secretary of CVB Financial

            Corp., a California corporation; and

 

      2.    That the following is a true and correct copy of resolutions adopted

            with the necessary quorum present at a duly held meeting of the

            Board of Directors of this corporation held on September 21, 2005;

            and

 

      3.    The following resolutions are presently in full force and effect and

            have not been revoked or rescinded as of the date hereof.

 

      Ron Kruse recommended that the Board to approve the appointment of Robert

Jacoby as Director of CVB Financial Corp. and member of the Audit, Compensation

an Nominating Committees effective September 21, 2005. In connection with such

appointment, Ron Kruse requested approval to amend the By-laws to allow the

addition of Robert M. Jacoby to the Board of Directors. Upon motion duly made by

John Borba, seconded by John Lo Porto and unanimously carried; the following

resolutions were approved:

 

      WHEREAS, Article III, Section 3.3(b) of the By-laws provides that the

      number of directors shall not be less than six (6) nor more than thirteen

      (13) and the exact number of directors within the range shall be eight (8)

      until changed as provided in subsection (a) of this section; and

 

      WHEREAS, the Board of Directors deems it to be in the best interest of the

      Company to amend Section 3.3(b) of the Company's By-laws changing the

      number of directors to eight (8):

 

      NOW, THEREFORE BE IT HEREBY RESOLVED that subject to the provisions of

      Article III, Section 3.3(b) for changing the number of directors, Section

      3.3(b) is amended to read as follows: "Section 3.3(b). The exact number of

      directors of the Company shall be eight (8) until changed as provided in

      Subsection (a) of this section."

 

      BE IT FURTHER RESOLVED that Robert M. Jacoby is hereby appointed Director

      of CVB Financial Corp. effective September 21, 2005.

 

      Witness my hand and seal of said corporation this 21st day of September

      2005.

 

/s/ Donna Marchesi

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

Donna Marchesi

Corporate Secretary

 

<PAGE>

                             SECRETARY'S CERTIFICATE

 

I, the undersigned, do hereby certify:

 

      1.    That I am the duly elected and acting Secretary of CVB Financial

            Corp., a California corporation; and

 

      2.    That the following is a true and correct copy of resolutions adopted

            with the necessary quorum present at a duly held meeting of the

            Board of Directors of this corporation held on October 19, 2005; and

 

      3.    The following resolutions are presently in full force and effect and

            have not been revoked or rescinded as of the date hereof.

 

      George Borba thanked John Lo Porto for his many years of service on the

Board of Directors and to the Company. He recommended approval amend the By-laws

to accommodate Mr. Lo Porto's retirement from the Board of Directors. Upon

motion duly made by Linn Wiley, seconded by John Borba and unanimously carried;

the following resolutions were approved:

 

      WHEREAS, Article III, Section 3.3(b) of the By-laws provides that the

      number of directors shall not be less than six (6) nor more than thirteen

      (13) and the exact number of directors within the range shall be eight (8)

      until changed as provided in subsection (a) of this section; and

 

      WHEREAS, the Board of Directors deems it to be in the best interest of the

      Company to amend Section 3.3(b) of the Company's By-laws changing the

      number of directors to seven (7):

 

      NOW, THEREFORE BE IT HEREBY RESOLVED that subject to the provisions of

      Article III, Section 3.3(b) for changing the number of directors, Section

      3.3(b) is amended to read as follows; "Section 3.3(b). The exact number of

      directors of the Company shall be seven (7) until changed as provided in

      Subsection (a) of this section."

 

      BE IT FURTHER RESOLVED that Robert M. Jacoby is hereby appointed Director

      of CVB Financial Corp. effective September 21, 2005.

 

      Witness my hand and seal of said corporation this 19th day of October

      2005.

 

/s/ Donna Marchesi

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

Donna Marchesi

Corporate Secretary

 

<PAGE>

 

                             SECRETARY'S CERTIFICATE

 

         The undersigned, Myrna DiSanto, does hereby certify:

 

         1. That she is and at all times mentioned herein was the duly elected

and acting secretary of CVB FINANCIAL CORP, a California corporation (the

"Company"); and

 

         2. The following is a true, accurate and complete copy of resolutions

adopted amending the Bylaws of the Company adopted with the necessary quorum

present at a duly held meeting of the Board of Directors of this Company held on

June 21, 2006:

 

         WHEREAS, ARTICLE III, Section 3.3(a) of the Bylaws presently states

that the number of directors of the Company shall not be less than seven (7) nor

more than thirteen (13), with the exact number of directors to be fixed from

time-to-time within the limits specified by an amendment of subsection (b) of

the section adopted by the Board of Directors;

 

         WHEREAS, ARTICLE III, Section 3.3(b) of the Bylaws currently fixes the

exact number of directors at seven (7);

 

         WHEREAS, it is deemed by the Board of Directors to be in the best

interests of the Company to amend Section 3.3(a) of the Company's Bylaws to

provide that the number of directors may also be fixed by resolution of the

Board of Directors; and

 

         WHEREAS, it is deemed by the Board of Directors to be in the best

interests of the Company to fix the number of directors at eight (8) which is

within the limited specifications of Section 3.3(a).

 

         NOW, THEREFORE, BE IT HEREBY RESOLVED, that ARTICLE III, Section 3.3(a)

of the Bylaws of the Company, be deleted in its entirety and amended and

restated to read as follows:

 

              "(a)The authorized number of directors shall be not less than

              seven (7) nor more than thirteen (13). The exact number of

              directors shall be fixed from time-to-time within the limits

              specified in this subsection by a resolution adopted by the Board

              of Directors or by an amendment of the Bylaws adopted by the Board

              of Directors."

 

         BE IT FURTHER RESOLVED, that the exact number of directors, be, and it

hereby is, fixed at eight (8).

 

<PAGE>

         The foregoing resolutions are presently in full force and effect and

have not been revoked, amended or rescinded as of the date hereof.

 

         IN WITNESS WHEREOF, the undersigned has executed this Certificate this

21st day of June, 2006.

 

 

                                       /s/ Myrna Disanto

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

                                       Myrna DiSanto, Secretary