BYLAWS FOR THE REGULATION, EXCEPT AS
                         OTHERWISE PROVIDED BY STATUTE OR ITS
                            ARTICLES OF INCORPORATION, OF
 
                                     BSM BANCORP
                              (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 2739 Santa Maria Way,
Santa Maria, California.  The board of directors is hereby granted full power
and authority to change said principal executive office from one location to
another, subject to all regulatory approvals.  Any such change shall be noted on
the Bylaws by the Secretary, opposite this section, or this section may be
amended to state the new location.
 
         Section 1.2.   OTHER OFFICE.  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, subject to all regulatory approvals.
 
                                      ARTICLE II
 
                               MEETINGS OF SHAREHOLDERS
 
         Section 2.1.   PLACE OF MEETINGS.  All annual or other meetings of
shareholders shall be held at the principal executive office of the corporation,
or at any other place within the State of California which may be designated
either by the board of directors or by the written consent of all persons
entitled to vote thereat and not present at the meeting, given either before or
after the meeting and filed with the Secretary of the corporation.  
 
         Section 2.2.   ANNUAL MEETINGS.  The annual meetings of shareholders
shall be held on the 3rd Thursday of each May at 7:30 p.m., local time,
provided, however, that should said day fall upon a legal holiday, then any such
annual meeting of shareholders shall be held at the same time and place on the
next day thereafter ensuing which is a full business day; provided further, that
the board of directors may, by resolution adopted prior to the date fixed herein
for an annual meeting, change the time and date for any annual meeting of the
shareholders to any day which is not a legal holiday and is not more than 15
months or less than 9 months after the date of the preceding annual meeting of
shareholders.  At such 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.
 
         Written notice of each annual meeting shall be given to each
shareholder entitled to vote, either personally or by first class mail or other
means of written
 
 
                                         -1-
 
<PAGE>
 
 
communication, charges prepaid, addressed to such 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.  
 
         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.  An affidavit of mailing of any such notice in accordance with
the foregoing provisions, executed by the Secretary, Assistant Secretary or any
transfer agent of the corporation shall be prima facie evidence of the giving of
the notice.
 
         Such notices shall specify:
 
              (a) the place, the date, and the hour of such meeting;
 
              (b) those matters which the board, at the time of the mailing of
the notice, intends to present for action by the shareholders; 
 
              (c) if directors are to be elected, the names of nominees
intended at the time of the notice to be presented by management for election
and a copy of Section 2.11 of these Bylaws;
 
              (d) the general nature of a proposal, if any, to take action with
respect to approval of, (i) a contract or other transaction with an interested
director, (ii) amendment of the articles of incorporation, (iii) a
reorganization of the corporation as defined in Section 181 of the General
Corporation Law, (iv) voluntary dissolution of the corporation, or (v) a
distribution in dissolution other than in accordance with the rights of
outstanding preferred shares, if any; and
 
              (e) such other matters, if any, as may be expressly required by
statute.  
 
 
                                         -2-
 
<PAGE>
 
 
         Any information contained in a proxy statement sent with such notice
or other soliciting material sent with the notice shall be deemed to be a part
of the notice.  
 
         Section 2.3.   SPECIAL MEETINGS.  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 or the
president, or by the board of directors, or by one or more shareholders holding
not less than ten percent (10%) of the votes at the meeting.  Upon request in
writing that a special meeting of shareholders be called for any proper purpose,
directed to the chairman of the board, president, vice-president or secretary by
any person (other than the board) entitled to call a special meeting of
shareholders, the officer 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, not less than thirty-five (35) nor
more than sixty (60) days after receipt of the request.  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 (a); (b) if
applicable, and (c) of the preceding Section, 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 except such business as properly
relates to the procedural conduct of such meeting and is within the powers of
the shareholders.
 
         Section 2.4.   QUORUM.  The presence in person or by proxy of the
persons entitled to vote a majority of the voting shares at any meeting shall
constitute a quorum for the transaction of business.  The shareholders present
at a duly called or held meeting at which a quorum is present may continue to do
business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum, if any action taken (other than
adjournment) is approved by 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,
but in the absence of a quorum no other business may be transacted at such
meeting, except as provided in Section 2.4 above.  
 
         When any shareholders' meeting, either annual or special, is adjourned
for forty-five days or more, or if after adjournment a new record date is fixed
for the adjourned meeting, notice of the adjourned meeting shall be given as in
the case of an original meeting.  Except as provided above, it shall not be
necessary to give any notice of the time and place of the adjourned meeting or
of the business to be transacted thereat, other than by announcement of the time
and place thereof at the meeting at which such adjournment is taken.  
 
 
                                         -3-
 
<PAGE>
 
 
         Section 2.6.   VOTING.  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 through 704 of the Corporations Code 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 stand 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.  Such vote may be oral or by ballot; provided, however, that all
elections for directors must be by ballot upon demand made by a shareholder at
any election 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, the articles of
incorporation or the Banking Law.  Subject to the requirements of the remaining
sentences of this section, and except as provided in the Articles of
Incorporation, by Statute, or these Bylaws, every shareholder entitled to vote
at any election for directors shall have the right to cumulate his votes and
give one candidate a number of votes equal to the number of directors to be
elected multiplied by the number of votes to which his shares are entitled, or
to distribute his votes on the same principal among as many candidates as he
shall think fit.  No shareholder shall be entitled to cumulate votes unless the
name of the candidate or candidates for whom such votes would be cast has been
placed in nomination prior to the voting and at least one shareholder has given
notice at the meeting prior to the voting, of such shareholder's intention to
cumulate his votes.  
 
         The remaining provisions of this section shall become effective only
when the Corporation becomes a listed corporation within the meaning of Section
301.5 of the Corporations Code, which provision refers to a corporation whose
shares are traded on the New York Stock Exchange, American Stock Exchange, or
National Market System-NASDAQ.
 
         CLASSIFIED BOARD.  The board of directors shall be classified into
three classes, the members of each class to serve for a term of three years. 
Notwithstanding the foregoing, the director whose term shall expire at any
annual meeting shall continue to serve until such time as his successor shall
have been duly elected and shall have qualified unless his position on the board
of directors shall have been abolished by action taken to reduce the size of the
board of directors prior to said meeting.
 
         Should the number of directors of the Corporation be reduced, the
directorship(s) eliminated shall be allocated among classes as appropriate so
that the number of directors in each class is as nearly as equal as possible. 
The Board of Directors shall designate, by the name of the incumbent(s), the
position(s) to be abolished.  Notwithstanding the foregoing, no decrease in the
number of directors
 
 
                                         -4-
 
<PAGE>
 
 
shall have the effect of shortening the term of any incumbent director.  Should
the number of directors of the Corporation be increased, the additional
directorships shall be allocated among classes as appropriate so that the number
of directors in each class is as nearly as equal as possible.
 
         CUMULATIVE VOTING.  The election of directors by the shareholders
shall not be by cumulative voting.  At each election of directors, each
shareholder entitled to vote may vote all the shares held by that shareholder
for each of several nominees for director up to the number of directors to be
elected.  The shareholder may not cast more votes for any single nominee than
the number of shares held by that shareholder.  
 
         At the first annual meeting of shareholders held after the corporation
qualifies as a listed corporation within the meaning of Section 301.5 of the
Corporations Code, one-third of the directors shall be elected for a term of
three years, one-third of the directors shall be elected for a term of two
years, and one-third of the directors shall be elected for a term of one year. 
If the number of directors is not divisible by three, the first extra director
shall be elected for a term of three years and a second extra director, if any,
shall be elected for a term of two years.
 
         At subsequent annual meetings of shareholders, a number of directors
shall be elected equal to the number of directors with terms expiring at that
annual meeting.  Directors elected at each such annual meeting shall be elected
for a term expiring with the annual meeting of shareholders three years
thereafter.  
 
         The candidates receiving the highest number of votes of shares
entitled to be voted for them, 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, 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, not present in person or by proxy, or who, though present,
has, at the beginning of the meeting, properly objected to the transaction of
any business because the meeting was not lawfully called or convened, or to
particular matters of business legally required to be included in the notice,
but not so included, signs a waiver of notice, or a consent to the holding of
such meeting, or an approval of the minutes thereof.  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) 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
 
 
                                         -5-
 
<PAGE>
 
 
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 not included in the notice
of the meeting if that objection is expressly made at the meeting.  
 
         Section 2.8.   ACTION WITHOUT MEETING.  Directors may be elected
without a meeting by a consent in writing, setting forth the action so taken,
signed by all of the persons who would be entitled to vote for the election of
directors; provided that, without notice, a director may be elected at any time
to fill a vacancy (other than one created by removal) not filled by the
directors, by the written consent of persons holding a majority of the
outstanding shares entitled to vote for the election of directors.  
 
         Any other action which, under any provision of the California General
Corporation Law, may be taken at a meeting of the shareholders, may be taken
without a meeting, and without notice except as hereinafter set forth, if a
consent in writing, setting forth the action so taken, is signed by the holders
of outstanding shares having not less than the minimum number of votes that
would be necessary to authorize or take such action at a meeting at which all
shares entitled to vote thereon were present and voted.  Unless the consents of
all shareholders entitled to vote have been solicited in writing: 
 
              (a) Notice of any proposed shareholder approval of, (i) a
contract or other transaction with an interested director, (ii) indemnification
of an agent of the corporation as authorized by Section 3.15, of Article III, of
these Bylaws, (iii) a reorganization of the corporation as defined in Section
181 of the General Corporation Law, or (iv) a distribution in dissolution other
than in accordance with the rights of outstanding preferred shares, if any,
without a meeting by less than unanimous written consent, shall be given at
least ten (10) days before the consummation of the action authorized by such
approval;
 
and
 
              (b) Prompt notice shall be given of the taking of any other
corporate action approved by shareholders without a meeting by less than
unanimous written consent, 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.
 
         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.  All
such written consents shall be filed with the Secretary of the corporation.  
 
         Any shareholder giving a written consent, or the shareholder's
proxyholders, or a transferee of the shares, or a personal representative of the
 
 
                                         -6-
 
<PAGE>
 
 
shareholder, or their respective proxyholders, may revoke the consent by a
writing received by the corporation prior to the time that written consents by
the number of shares required to authorize the proposed action have been filed
with the Secretary of the corporation, but may not do so thereafter.  Such
revocation is effective upon its receipt by the Secretary of the corporation.
 
         Section 2.9.   PROXIES.  Every person entitled to vote 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 the vote pursuant thereto is counted; provided, that no such proxy shall
be valid after the expiration of eleven (11) months from the date of its
execution, unless the person executing it specifies therein the length of time
for which such proxy is to continue in force; provided further, that an
irrevocable proxy satisfying the requirements of Section 705(e) of the General
Corporations Law shall not be revoked except in accordance with its terms or if
it becomes revocable under the provisions of Section 705(e) and (f) of said
General Corporations Law.
 
         Section 2.10.  INSPECTORS OF ELECTION.  In advance of any meeting of
shareholders, the board of directors may appoint any persons as inspectors of
election to act at such meeting or any adjournment thereof.  If inspectors of
election be not so appointed, the chairman of any such meeting may, and on the
request of any shareholder or his proxy shall, make such appointment 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.  In case any person
appointed as inspector fails to appear or fails or refuses to act, the vacancy
may, and on the request of any shareholder or a shareholder's proxy shall, be
filled by appointment by the board of directors in advance of the meeting, or at
the meeting by the chairman of the meeting.  
 
         The duties of such inspectors shall be as prescribed in Section 707 of
the General Corporation Law and shall include: determining the number of shares
outstanding and the voting power of each, the shares represented at the meeting,
the existence of a quorum, the authenticity, validity and 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.  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. In 
 
 
                                         -7-
 
<PAGE>
 
 
making their determinations, the inspectors may consider whether proxies were
solicited in accordance with applicable provisions of law.
 
         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 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.  NOMINATION OF DIRECTORS.  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 capital stock of the corporation
entitled to vote for the election of directors.  Notice of intention to make any
nominations (other than for persons named in the notice of the meeting at which
such nomination is to be made) shall be made in writing and shall be delivered
or mailed to the president of the corporation by the later of the close of
business 21 days prior to any meeting of shareholders called for the election of
directors or 10 days after the date of mailing of notice of the meeting to
shareholders.  Such notification shall contain the following information to the
extent known to the notifying shareholder: (a) the name and address of each
proposed nominee; (b) the principal occupation of each proposed nominee; (c) the
number of shares of capital stock of the corporation owned by each proposed
nominee; (d) the name and residence address of the notifying shareholder; (e)
the number of shares of capital stock of the corporation owned by the notifying
shareholder; (f) with the written consent of the proposed nominee, a copy of
which shall be furnished with the notification, whether the proposed nominee has
ever been convicted of or pleaded nolo contendere to any criminal offense
involving dishonesty or breach of trust, filed a petition in bankruptcy, or been
adjudged bankrupt.  The notice shall be signed by the nominating shareholder and
by the nominee.  Nominations not made in accordance herewith shall be
disregarded by the chairman of the meeting, and upon his instructions, the
inspectors of election shall disregard all votes cast for each such nominee. 
The restrictions set forth in this paragraph shall not apply to nomination of a
person to replace a proposed nominee who has died or otherwise become
incapacitated to serve as a director between the last day for giving notice
hereunder and the date of election of directors if the procedure called for in
this paragraph was followed with respect to the nomination of the proposed
nominee.  
 
                                     ARTICLE III
 
                                      DIRECTORS
 
         Section 3.1.   POWERS.  Subject to limitations of the articles of
incorporation and of the California General Corporation Law as to action to be
authorized or approved by the shareholders, and subject to the duties of
directors as prescribed by the Bylaws, all corporate powers shall be exercised
by or under the authority of, and the business and affairs of the corporation
shall be controlled by, the board of directors.  Without prejudice to such
general powers, but subject to the same
 
 
                                         -8-
 
<PAGE>
 
 
limitations, it is hereby expressly declared that the directors shall have the
following powers, to wit:
 
         First - To select and remove all the officers, agents and employees of
the corporation, prescribe such powers and duties for them as may not be
inconsistent with law, with the articles of incorporation or the Bylaws, fix
their compensation and require from them security for faithful service.
 
         Second - To conduct, manage and control the affairs and business of
the corporation, and to make such rules and regulations therefor not
inconsistent with law, or with the articles of incorporation or the Bylaws, as
they may deem best.
 
         Third - To change the principal executive office and principal office
for the transaction of the business of the corporation from one location to
another as provided in Article I, Section 1.1, hereof; to fix and locate from
time to time one or more subsidiary offices of the corporation within or without
the State of California, as provided in Article I, Section 1.2, hereof; to
designate anyplace within the State of California for the holding of any
shareholders' meeting or meetings; and to adopt, make and use a corporate seal,
and to prescribe the forms of certificates of stock, and to alter the form of
such seal and of such certificates from time to time, as in their judgment they
may deem best, provided such seal and such certificates shall at all times
comply with the provisions of law.
 
         Fourth - To authorize the issuance of shares of stock of the
corporation from time to time, upon such terms as may be lawful.
 
         Fifth - To borrow money and incur indebtedness for the purposes of the
corporation, and to cause to be executed and delivered therefor, in the
corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages,
pledges, hypothecations or other evidences of debt and securities therefor.
 
         Sixth - By resolution adopted by a majority of the authorized number
of directors, to designate executive and other committees, each consisting of
two or more directors, to serve at the pleasure of the board, and to prescribe
the manner in which proceedings of such committees shall be conducted.  Unless
the board of directors shall otherwise prescribe the manner of proceedings of
any such committees, meetings of such committees may be regularly scheduled in
advance and may be called at any time by the chairman or any two members
thereof; unless the board of directors otherwise prescribes, the other
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 or the articles of incorporation also require shareholder approval;
 
              (ii) the filling of vacancies on the board or in any committee;
 
 
                                         -9-
 
<PAGE>
 
 
              (iii) the fixing of compensation of the directors for serving on
the board or on any committee;
 
              (iv) the adoption, amendment or repeal of the board;
 
              (v) the amendment or repeal of any resolution of Bylaws;
 
              (vi) any distribution to the shareholders, except at a rate or in
a periodic amount or within a price range determined by the board;
 
              (vii) the appointment of other committees of the board or the
members thereof; and
 
              (viii) taking any action which requires approval of a specified
number or portion of the directors under any provision of law or regulation
applicable specifically to banks.
 
         Section 3.2.   NUMBER AND QUALIFICATION OF DIRECTORS.  The number of
directors of the corporation shall not be less than nine (9) nor more than
seventeen (17) until changed by amendment of the articles of incorporation or by
a bylaw amending this Section 3.2 duly adopted by the vote of the holders of a
majority of the outstanding shares entitled to vote or written consent of the
holders of a majority of the outstanding shares entitled to vote, provided that
a proposal to reduce the authorized number or the minimum number of directors
below five cannot be adopted.  The exact number of directors shall be fixed from
time to time, within the limits specified in the articles of incorporation or in
this Section 3.2 (i) by resolution duly adopted by the board of directors; or
(ii) by a bylaw or amendment thereof duly adopted by the vote of a majority of
the shares entitled to vote represented at a duly held meeting at which a quorum
is present, or by a written consent of the holders of a majority of the
outstanding shares entitled to vote, or by the board of directors; or (iii) by
approval of the shareholders (as defined in Section 153 of the General
Corporation Law).
 
         Subject to the foregoing provisions for changing the number of
directors, the number of directors of this corporation has been fixed at eleven
(11).
 
         Section 3.3.   ELECTION AND TERM OF OFFICE.  Subject to the Articles
of Incorporation, Statute or these Bylaws, and subject to Section 2.6 regarding
Classified Board, 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 or by written consent in accordance with
Section 2.8 of Article II of these Bylaws.  All directors shall hold office
until their respective successors are elected, subject to the General
Corporation Law and the provisions of these Bylaws with respect to vacancies on
the board.
 
 
                                         -10-
 
<PAGE>
 
 
         Section 3.4.   VACANCIES.  A vacancy in the board of directors shall
be deemed to exist (i) in case of the death, resignation or removal of any
director, (ii) if a director has been declared of unsound mind by order of court
or convicted of a felony, (iii) if the authorized number of directors be
increased, or (iv) if the shareholders fail, at any annual or special meeting of
shareholders at which any director or directors are elected, to elect the full
authorized number of directors to be voted for at that meeting.
 
         The number of directors of the Corporation shall be such number, as
shall be provided from time to time in the Bylaws; provided, however, that no
decrease in the number of directors shall have the effect of shortening the term
of any incumbent director, and provided further, that no action shall be taken
to decrease or increase the number of directors within the range stated in the
Bylaws unless at least two-thirds of the directors then in office shall concur
in said action.  Vacancies in the board of directors of the Corporation, however
caused, and newly created directorships shall be filled by a vote of two-thirds
of the directors then in office, whether or not a quorum, and any director so
chosen shall hold office for a term expiring at the annual meeting of
stockholders at which the term of the class to which the director has been
chosen expires and when the director's successor is elected and qualified.  
 
 
         Any director may resign effective upon giving written notice to the
chairman of the 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 board of directors accepts the resignation of a
director tendered to take effect at a future time, the board or the shareholders
shall have power to elect a successor to take office when the resignation is to
become effective, as provided in the previous paragraph.
 
         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 3.5.   PLACE OF MEETING.  Regular meetings of the board of
directors shall be held at any place within the State of California which has
been designated from time to time  by resolution of the board or by written
consent of all members 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,
within or without the State of California, or at the principal executive office.
 
         Section 3.6.   ORGANIZATION 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.
 
 
                                         -11-
 
<PAGE>
 
 
         Section 3.7.   OTHER REGULAR MEETINGS.  Other regular meetings of the
board of directors shall be held without call on the 3rd Wednesday of each
month, at 9:00 a.m. (unless another date and time is fixed by the board);
provided, however, should said day fall 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 3.8.   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, 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 orally,
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 is 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 principal executive office of the
corporation is located at least forty-eight hours 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 twenty-four
hours prior to the time of the holding of the meeting.  Such mailing,
telegraphing or delivery, personally, orally 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 and may
state the general nature of the business to be transacted, and other business
may be transacted at the meeting.  
 
         Section 3.9.   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 3.10.  ACTION AT A MEETING: QUORUM AND REQUIRED VOTE. 
Presence of a majority of the authorized number directors at a meeting of the
board of directors constitutes a quorum for the transaction of business, except
as hereinafter provided., or as provided in the Articles of Incorporation or
Statute.  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.  Except as provided in the Articles of Incorporation, Statute or
Bylaws, 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
 
 
                                         -12-
 
<PAGE>
 
 
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 director, provided that any action taken is approved by at least a
majority of the required quorum for such meeting.
 
         Section 3.11.  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, though present, has
prior to the meeting or at its commencement, protested the lack of proper notice
to him, (i) signs a written waiver of notice or a consent to holding such
meeting or an approval of the minutes thereof, or (ii) waives notice and
withdraws his objection.  All such waivers, consents or approvals shall be filed
with the corporate records or made a part of the minutes of the meeting.  
 
         Attendance of a 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; provided, however, if after stating his objection,
the objecting director continues to attend and by his attendance participates in
any matters other than those to which he objected, he shall be deemed to have
waived notice of such meeting and withdrawn his objections.
 
         Section 3.12.  ADJOURNMENT.  A majority of the directors present at
any director's meeting, either regular or special, may adjourn from time to time
until the time fixed for the next regular meeting of the board.
 
         Section 3.13.  NOTICE OF ADJOURNMENT.  If the meeting is adjourned for
more than 24 hours, notice of any adjournment to another time or place must be
given prior to the time of the adjourned meeting to the directors who were not
present at the time of adjournment.  Otherwise notice of the time and place of
holding an adjourned meeting need not be given to absent directors if the time
and place be fixed at the meeting adjourned.
 
         Section 3.14.  FEES AND COMPENSATION.  Directors and members of
committees may receive such compensation, if any, for their services, and such
reimbursement for expenses, as may be fixed or determined by resolution of the
board.
 
         Section 3.15.  INDEMNIFICATION OF AGENTS OF THE CORPORATION; PURCHASE
OF LIABILITY INSURANCE.
 
              (a) The corporation shall, to the maximum extent and in the
manner permitted by the California Corporations Code (the "Code"), indemnify
each of its directors against expenses (as defined in Section 317(a) of the
Code), judgments, fines, settlements, and other amounts actually and reasonably
incurred in connection
 
 
                                         -13-
 
<PAGE>
 
 
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 Section 3.15 a "director" of the corporation includes any
person (i) who is or was serving at the request of the corporation (ii) as a
director of another corporation, partnership, joint venture, trust or other
enterprise, or (iii) who was a director of a corporation which was a predecessor
corporation of the corporation or of another enterprise at the request of such
predecessor corporation.
 
              (b) The corporation shall have the power, to the extent and in
the manner permitted by the Code, to indemnify each of its 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 officer,
employee or agent of the corporation.  For purposes of this Section 3.15, an
"officer", "employee" or "agent" of the corporation includes any person (i) who
is or was an officers, employee, or agent of the corporation, (ii) who is or was
serving at the request of the corporation as an officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise, or
(iii) who was an officer, 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.
 
              (c) Expenses incurred in defending any civil or criminal action
or proceeding for which indemnification is required pursuant to Section 3.15
shall 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 indemnification party is not entitled to be indemnified as authorized in
this Section 3.15.  Expenses incurred in defending any civil or criminal action
or proceeding for which indemnification s permitted pursuant to Section 3.15 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
Section 3.15.
 
              (d) The indemnification provided by this Section 3.15 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.
 
              (e) 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 Section 3.15.
 
 
                                         -14-
 
<PAGE>
 
 
              (f) No indemnification or advance shall be made under this
Section 3.15, 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.
 
                                      ARTICLE IV
 
                                       OFFICERS
 
         Section 4.1.   OFFICERS.  The officers of the corporation shall be a
president, a vice-president, a Secretary and a cashier.  The corporation may
also have, at the discretion of the board of directors, a chairman of the board,
one or more additional vice-presidents, one or more assistant secretaries, one
or more assistant cashiers, and such other officers as may be appointed in
accordance with the provisions of Section 3 of this Article.  One person may
hold two or more offices, except that the offices of president and Secretary
shall not 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 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.  
 
         Section 4.4.   REMOVAL AND RESIGNATION.  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 (subject, in each case, to the rights, if any, of an
officer under any contract of employment).
 
 
                                         -15-
 
<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 the Bylaws for regular appointments to such office.
 
         Section 4.6.   CHAIRMAN OF THE BOARD.  The chairman of the board, if
there shall be such a person, shall be an officer of the board only and not of
the corporation, and shall, if present, preside at all meetings of the board of
directors.  He may 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 the
Bylaws, in which case he may be deemed to be an officer of the corporation.
 
         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 be ex-officio a member of all the standing
committees (except the audit committee), including the executive committee, if
any, and 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 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 the Bylaws.  
 
         Section 4.9.   SECRETARY.  The Secretary shall record or cause to be
recorded, and shall keep or cause to be kept, at the principal executive office
and such other place as the board of directors may order, a book of minutes of
actions taken at all meetings of directors and shareholders, with the time and
place of holding, whether regular or special, and, if special, how
 
 
 
                                         -16-
 
<PAGE>
 
authorized, the notice thereof given, the names of those present at director's
meetings, the number of shares present or represented at shareholder's meetings,
and the proceedings thereof.
 
         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.  
 
         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.  CASHIER.  The cashier shall be the chief financial
officer of the corporation and shall keep and maintain, or cause to be kept and
maintained, adequate and correct accounts of the properties and business
transactions of the corporation, including accounts of its assets, liabilities,
receipts, disbursements, gains, losses, capital, surplus and shares.  The books
of account shall at all reasonable times be open to inspection by any director.
 
         The cashier shall deposit all moneys and other valuables in the name
and to the credit of the corporation with such depositories as may be designated
by the board of directors.  He 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
cashier 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
 
                                    MISCELLANEOUS
 
         Section 5.1.   RECORD DATE.  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 meeting or any other event for the purpose of which it is fixed. 
When a record date is so fixed, only shareholders of record 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
 
 
                                         -17-
 
<PAGE>
 
 
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 Bylaws.
 
         Section 5.2.   INSPECTION OF CORPORATE RECORDS.  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.
 
         Section 5.3.   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 5.4.   ANNUAL AND OTHER REPORTS. The board of directors of the
corporation shall cause an annual report to be sent to the shareholders not
later than 120 days after the close of the fiscal or calendar year.  The
requirement for such annual report is dispensed with so long as this corporation
has less than 100 shareholders of record.  Such report shall contain a balance
sheet as of the end of such fiscal year and an income statement and statement of
changes in financial position for such fiscal year, accompanied by any report
thereon of independent accountants or, if there is no such report, the
certificate of an authorized officer of the corporation that such statements
were prepared without audit from the books and records of the corporation.
 
         A shareholder or shareholders holding at least five percent of the
outstanding shares of any class of the corporation may make a written request to
the corporation for an income statement of the corporation for the three-month,
six-month or nine-month period of the current fiscal year ended more than 30
days prior to the date of the request and a balance sheet of the corporation as
of the end of such period and, in addition, if no annual report for the last
fiscal year has been sent to shareholders, the annual report for the last fiscal
year.  The corporation shall use its best efforts to deliver the statement to
the person making the request within 30 days thereafter.  A copy of any such
statements shall be kept on file in the principal executive office of the
corporation for 12 months and they shall be exhibited at all reasonable times to
any shareholder demanding an examination of them or a copy shall be mailed to
such shareholder.  
 
         The corporation shall, upon the written request of any shareholder,
mail to the shareholder a copy of the last annual income statement which it has
prepared
 
 
                                         -18-
 
<PAGE>
 
 
and a balance sheet as of the end of the period.  The quarterly income
statements and balance sheets referred to in this section shall be accompanied
by the report thereon, if any, of any independent accountants engaged by the
corporation or the certificate of an authorized officer of the corporation that
such financial statements were prepared without audit from the books and records
of the corporation.
 
         Section 5.5.   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 by the
board of directors, 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 5.6.   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 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 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.
 
         Any such certificate shall also contain such legend or other statement
as may be required by Section 418 of the General Corporation Law, the Corporate
Securities Law of 1968, the federal securities laws, and any agreement between
the corporation and the issuee thereof.
 
         No new certificate for shares shall be issued in lieu of an old
certificate unless the latter is surrendered and cancelled at the same time;
provided, however, that a new certificate will be issued without the surrender
and cancellation of the old certificate if (1) the old certificate is lost,
apparently destroyed or wrongfully taken; (2) the request for the issuance of
the new certificate is made within a reasonable time after the owner of the old
certificate has notice of its loss, destruction, or theft; (3) the request for
the issuance of a new certificate is made prior to the receipt of notice by the
corporation that the old certificate has been acquired by a bona fide purchaser;
(4) the owner of the old certificate files a sufficient indemnity bond with or
provides other adequate security to the corporation; and (5) the owner satisfies
any other reasonable requirements imposed by the corporation.  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 provisions of Section 8104 and 8405 of the California Commercial
Code.
 
 
                                         -19-
 
<PAGE>
 
 
         Section 5.7.   REPRESENTATION OF SHARES OF OTHER CORPORATIONS.  The
president or vice-president and the Secretary or any Assistant Secretary of this
corporation 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 said
officers.
 
         Section 5.8.   INSPECTION OF BYLAWS.  The corporation shall keep in
its principal executive office in California, the original or a copy of the
Bylaws as amended or otherwise altered to date, certified by the Secretary,
which shall be open to inspection by the Shareholders at all reasonable times
during office hours.  
 
         Section 5.9.  CONSTRUCTION AND DEFINITIONS.  Unless the context
otherwise requires, the general provisions, rules of construction and
definitions contained in the California General Corporation Law 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.  Except as provided in the
Articles of incorporation, Statute, or thee bylaws, new Bylaws may be adopted or
these Bylaws may be amended or repealed by the affirmative vote of a majority of
the outstanding shares entitled to vote, or by the written assent of
shareholders entitled to vote such shares, 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.
 
 
                                         -20-
 
<PAGE>
 
 
                               CERTIFICATE OF SECRETARY
 
I, the undersigned, do hereby certify:
 
         1.  That I am duly elected, qualified, and acting Secretary of the BSM
BANCORP, a California corporation; and
 
         2.  That the forgoing Bylaws, comprising 18 pages, constitute the
Bylaws of the said Corporation as duly adopted by action of the Board of
Directors of the Corporation duly taken on November 12, 1996.
 
         IN WITNESS HEREOF, I have hereunto subscribed my name and affix the
seal of said Corporation this 12th day of November, 1996.
 
 
                                  /S/ WILLIAM L. SNELLING                       
                                   -------------------------------------------- 
                                  William L. Snelling, Secretary
 
 
                                         -21-