RESTATED
                             CERTIFICATE OF INCORPORATION
                                          OF
                                COMMUNITY BANCORP INC.
                             INCORPORATED MARCH 11, 1999
                                      **********
 
                        PURSUANT TO SECTION 245 OF THE GENERAL
                       CORPORATION LAW OF THE STATE OF DELAWARE
 
 
     WE, THE UNDERSIGNED, Thomas E. Swanson, President, and L. Bruce Mills, Jr.,
Secretary, of Community Bancorp Inc. do hereby certify:
 
     A.   That the Certificate of Incorporation of Community Bancorp Inc. is
amended and restated in full to read as follows:
 
          "1.  The name of this corporation is:
 
                                COMMUNITY BANCORP INC.
 
          2.   The address of its registered office in the State of Delaware is
One Rodney Square, 10th Floor, 10th & King Streets, Wilmington, Delaware 19801
(New Castle County).  The name of its registered agent at such address is RL&F
Service Corp.
 
          3.   The nature of the business or purposes to be conducted or
promoted is to engage in any lawful act or activity for which corporations may
be organized under the General Corporation Law of Delaware.
 
          4.   The total number of shares of common stock which the corporation
shall have authority to issue is ten million  (10,000,000) and the par value of
each of such shares is sixty-two and one half cents  ($0.625) amounting in the
aggregate to six million two hundred and fifty thousand  dollars ($6,250,000).
The holders of the common stock shall have no preemptive rights to subscribe for
any shares of any class of stock of the corporation whether now or hereafter
authorized.
 
          5.   The name and mailing address of the incorporator is as follows:
<TABLE>
<CAPTION>
          Name                          Mailing Address
          ----                          ---------------
<S>                                     <C>
     Thomas E. Swanson                  Fallbrook National Bank
                                        130 West Fallbrook Street
                                        Fallbrook, CA. 92028
</TABLE>
          6.   The corporation is to have perpetual existence.
 
          7.   (a)  The number of directors constituting the entire board of
directors shall be
 
<PAGE>
 
not less than three (3) nor more than twenty-five (25) as fixed from time to
time by vote of a majority of the entire board of directors; provided,
however, that the number of directors shall not be reduced as to shorten the
term of any director at the time in office, and provided further, that the
number of directors constituting the entire board of directors shall be ten
(10) until otherwise fixed by a majority of the entire board of directors.
 
               (b)  Directors shall be elected annually.  Cumulative voting
shall apply in the election of directors.  Any vacancies in the board of
directors for any reason, and any directorships resulting from any increase in
the number of directors, may be filled by the board of directors, acting by a
majority of the directors then in office, although less than a quorum, and any
directors so chosen shall hold office until their successors shall be elected
and qualified.
 
               (c)  Nominations for election to the board of directors of the
corporation may be made by the board of directors or by any stockholder of any
outstanding class of capital stock of the corporation entitled to vote for the
election of directors.  Nominations, other than those made by the board of
directors, shall be made in writing and shall be delivered or mailed to the
president of the corporation, not less than 45 days nor more than 90 days prior
to any meeting of stockholders called for the election of directors, provided,
however, that if less than 45 days' notice of the meeting is given to
stockholders, such nomination shall be mailed or delivered to the president of
the corporation not later than the close of business on the seventh day
following the day on which the notice of meeting was mailed.  Such notification
shall contain the following information:  (i) the name and address of each
proposed nominee; (ii) the principal occupation of each proposed nominee; (iii)
the consent, in writing, of each nominee to serve, if elected;  (iv) any other
information relating to such nominee that is required to be disclosed in
solicitations of proxies for election of directors, or is otherwise required, in
each case pursuant to Regulation 14A under the Securities Exchange Act of 1934,
as amended; (v) the name and residence address of the notifying stockholder; and
(vi) the number of shares of capital stock of the corporation owned by the
notifying stockholder.  Nominations not made in accordance herewith shall be
disregarded by the chairperson of the meeting, and upon his/her instructions,
the inspectors of election shall disregard all votes cast for each such nominee.
 
          8.   Elections of directors need not be by written ballot unless the
by-laws of the corporation shall so provide.  Meetings of stockholders may be
held within or without the State of Delaware, as the by-laws may provide.  The
books of the corporation may be kept (subject to any provision contained in the
statutes) outside the State of Delaware at such place or places as may be
designated from time to time by the board of directors or in the by-laws of the
corporation.
 
          9.   (a)   Except as otherwise expressly provided in this Article 9,
the affirmative vote of the holders of at least 66 2/3% of the shares entitled
to vote thereon (and, if any class or series of shares is entitled to vote
thereon separately, the affirmative vote of the holders of at least 66 2/3% of
the outstanding shares of each such class or series) shall be required in order
to authorize any of the following:
 
          (i)    any merger or consolidation of the corporation with or into
                 another entity;
 
<PAGE>
 
          (ii)   any sale, lease, exchange, transfer or other disposition,
                 including without limitation, a mortgage, or any other security
                 device, of all or any Substantial Part (as hereinafter defined)
                 of the assets of the corporation (including without limitation
                 any voting securities of a subsidiary) or of a subsidiary; and
 
          (iii)  any agreement, contract or other arrangement providing for any
                 of the transactions described in subparagraphs (i) - (ii).
 
The term "Business Combination" as used in this Article 9 shall mean any
transaction which is referred to in any one or more of subparagraphs (i) -
(iii), above.  The term "Substantial Part" shall mean more than 25% of the total
assets of the corporation, as of the end of its most recent fiscal year ending
prior to the time the determination is made.  The affirmative vote referred to
in this paragraph (a) shall be required notwithstanding any other provision of
this Certificate of Incorporation (except paragraph (b) of this Article), any
provision of law, or any agreement with any regulatory agency or national
securities exchange which might otherwise permit a lesser vote or no vote.
 
                 (b)   The provisions of paragraph (a) shall not be applicable
to any particular Business Combination, and such Business Combination shall
require only such affirmative vote as is required by any other provision of this
Certificate of Incorporation, any provision of law, or any agreement with any
regulatory agency or national securities exchange, if the Business Combination
shall have been approved by a vote of not less than 66 2/3% of the board of
directors of the corporation.
 
          10.    No action required to be taken or which may be taken at any
annual or special meeting of stockholders of the corporation may be taken
without a meeting, and the power of stockholders to consent in writing, without
a meeting, to the taking of any action is specifically limited to those actions
to which all stockholders consent in writing.
 
          11.    Special meetings of the stockholders may be called by the board
of directors of the corporation or the president of the corporation or by the
holders of not less than 25% of the outstanding shares of stock entitled to vote
upon the election of directors generally.
 
          12.    (a)  The corporation reserves the right to amend, alter, change
or repeal any provision contained in this certificate of incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.  Notwithstanding
the foregoing or any other provisions of this Certificate of Incorporation or
the by-laws of the corporation (and in addition to any other vote that may be
required by law, this Certificate of Incorporation or the by-laws), the
affirmative vote of the holders of at least 66 2/3% of the outstanding shares of
the capital stock of the corporation entitled to vote generally in the election
of directors (considered for this purpose as one class) shall be required to
amend, alter or repeal any provision of Article  9 or 12 of this Certificate of
Incorporation.
 
                 (b)   All of the powers of this corporation, insofar as the
same may be lawfully vested by this Certificate of Incorporation in the board of
directors, are hereby conferred
 
<PAGE>
 
upon the board of directors of this corporation. In furtherance and not in
limitation of that power the board of directors shall have the power to make,
adopt, alter, amend and repeal from time to time by-laws made by the board of
directors; provided, however, that by-laws shall not be adopted, altered,
amended or repealed by the stockholders of the corporation except by the vote
of the holders of not less than a majority of the outstanding shares of stock
entitled to vote upon the election of directors.
 
          13.    A director of the corporation shall not be personally liable to
the corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director except for liability (i) for any breach of the director's
duty of loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
Law, or (iv) for any transaction form which the director derived any improper
personal benefit."
 
     B.   That the Board of Directors of Community Bancorp Inc. has approved and
adopted the foregoing amendment and restatement of the Certificate of
Incorporation in accordance with Section 245 of Delaware General Corporation
Law.
 
     C.   That the stockholders of Community Bancorp have unanimously approved
and adopted the foregoing amendment and restatement of the Certificate of
Incorporation at a meeting held on May 19, 1999 in accordance with Sections 242
and 245 of Delaware General Corporation Law.
 
     IN WITNESS WHEREOF, we have hereunto set our hands and seals this 4th day
of June, 1999 and hereby declare and certify that this is our act and deed and
the facts herein stated are true and correct.
 
 
                                        /s/ Thomas E. Swanson
                                        -------------------------
                                        Thomas E. Swanson
                                        President
 
 
                                        /s/  L. Bruce Mills, Jr.
                                        -------------------------
                                        L. Bruce Mills, Jr.

                                                                                Secretary

 

 

 

 

CERTIFICATE OF AMENDMENT

 

OF

 

CERTIFICATE OF INCORPORATION

 

OF

 

COMMUNITY BANCORP INC.

 

Pursuant to Section 242 of the General Corporation

Law of the State of Delaware

 

The undersigned, pursuant to the provisions of the General Corporation Law of the State of Delaware, do hereby certify and set forth as follows:

 

FIRST:    The name of the corporation is Community Bancorp Inc.

 

SECOND:    The amendment to the Certificate of Incorporation to be effected hereby is as follows:

 

Article 4 of the Certificate of Incorporation is amended in its entirety to read as follows:

 

“4.  (a)  The total number of shares of stock that the corporation shall have authority to issue is eleven million (11,000,000) shares, divided into two classes, as follows: ten million (10,000,000) shares of common stock having a par value of sixty-two and one-half cents ($0.625) per share (“Common Stock”); and one million (1,000,000) shares of preferred stock, par value one-tenth of one cent ($0.001) per share (“Preferred Stock”).

 

(b)  The Board of directors may issue Preferred Stock from time to time in one or more series, for such consideration as the Board of Directors may determine, with such voting power, not exceeding one vote per share, and with such designations, preferences and relative, participating, option or other special rights and qualifications, limitations and restrictions, as shall be stated in the resolution or resolutions providing for the issue thereof. All shares of one series shall be of equal rank and identical in all respects. The powers, designations, preferences, rights, qualifications, limitations and restrictions of each series of Preferred Stock may differ from those of any and all other series at any time outstanding. The Board of Directors is authorized to adopt a resolution at any time (i) fixing or altering the voting powers, designations, preferences, rights, qualifications, limitations and restrictions applicable to any wholly unissued series of Preferred Stock; and (ii) increasing or decreasing the number of shares constituting such series, either before or after issuing shares of such series, but not below the number of such shares then outstanding. Unless and to the extent otherwise required by law, holders of any series of Preferred Stock shall have only such voting rights, if any, as may have been determined by the Board of Directors in connection with the creation of such series or the modification thereof as allowed by this paragraph. In no event shall the Preferred Stock be entitled to more than one vote per share.

 

(c)  Except as may otherwise be provided in this Certificate of Incorporation (including any certificate filed with the Secretary of State of the State of Delaware establishing the terms of a series Preferred Sock in accordance with Section (b) of this Article 4) or by applicable law, each holder of Common Stock, as such, shall be entitled to one vote for each share of Common Stock held of record by such holder on all matters on which stockholders generally are entitled to vote.

 

(d)  Subject to applicable law and the rights, if any, of the holders of any outstanding series of Preferred Stock, dividends may be declared and paid on the Common Stock at such times and in such amounts as the Board of Directors in its discretion shall determine.

 

103


 

(e)  Upon the dissolution, liquidation or winding up of the corporation, subject to the rights, if any, of the holders of any outstanding series of Preferred Stock, the holders of the Common Stock shall be entitled to receive the assets of the corporation available for distribution to its stockholders ratably in proportion to the number of shares held by them.”

 

Article 7 subsection (b) of the Certificate of Incorporation is amended in its entirety to read as follows:

 

“(b)  Directors shall be elected annually, and except as set forth in this paragraph in connection with the initial classification of directors, shall serve for terms of three years. Cumulative voting shall apply in the election of directors. The directors shall be divided into three classes, as nearly equal in number as possible, with the term of office of the first class (“Class I”) to expire at the 2003 annual meeting of stockholders, the term of office of the second class (“Class II”) to expire at the 2004 annual meeting and the term of office of the third class (“Class III”) to expire at the 2005 annual meeting. At each annual meeting of stockholders following such initial classification and election, directors elected to succeed those directors whose terms expire shall be elected for three-year term of office and until the election and qualification of their respective successors in office.

 

Any vacancies in the board of directors for any reason, and any directorships resulting from an increase in the authorized number of directors, may be filled by action of a majority of the directors then in office, although less than a quorum; and any directors so chosen shall hold office for the remainder of the term which each is chosen to fill.”

 

THIRD:    The amendments effected herein were authorized by the affirmative vote of the holders of a majority of the outstanding shares entitled to vote thereon at a meeting of shareholders pursuant to Section 242 of the General Corporation Law of the State of Delaware.

 

FOURTH:    The capital of the corporation will not be reduced under or by reason of this amendment.

 

IN WITNESS WHEREOF, I have hereunto set my hand and seal this 5th day of September, A.D. 2002.

 

By:

 

/s/ THOMAS E. SWANSON


Name:

 

Thomas E. Swanson

Title:

 

President, Chief Executive Officer