EXHIBIT 3.2


















                           AMENDED AND RESTATED BYLAWS

                                       OF

                               PREMIERWEST BANCORP


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                                TABLE OF CONTENTS

ARTICLE 1  SHAREHOLDERS
                    Section 1.1   Annual Meeting.............................1
                    Section 1.2   Special Meetings...........................1
                    Section 1.3   Notice.....................................1
                    Section 1.4   Waiver of Notice...........................1
                    Section 1.5   Voting.....................................1
                    Section 1.6   Quorum; Adjournment........................2
                    Section 1.7   Action Without Meeting.....................2
                    Section 1.8   Record Date................................2
                    Section 1.9   Order of Business..........................3

ARTICLE 2  BOARD OF DIRECTORS
                    Section 2.1   Number and Election of Directors...........5
                    Section 2.2   Nominations................................5
                    Section 2.3   Vacancies..................................6
                    Section 2.4   Annual Meeting.............................7
                    Section 2.5   Regular Meetings...........................7
                    Section 2.6   Special Meetings...........................7
                    Section 2.7   Telephonic Meetings........................7
                    Section 2.8   Waiver of Notice...........................7
                    Section 2.9   Quorum.....................................8
                    Section 2.10  Voting.....................................8
                    Section 2.11  Action Without Meeting.....................8
                    Section 2.12  Powers of Directors........................8
                    Section 2.13  Committees.................................8
                    Section 2.14  Chairman and Vice Chairman of the Board...10

ARTICLE 3  OFFICERS
                    Section 3.1   Composition...............................10
                    Section 3.2   Chief Executive Officer...................10
                    Section 3.3   President.................................10
                    Section 3.4   Vice President............................11
                    Section 3.5   Secretary.................................11
                    Section 3.6   Treasurer or Chief Financial Officer......11
                    Section 3.7   Removal...................................11

ARTICLE 4  STOCK AND OTHER SECURITIES
                    Section 4.1   Certificates..............................12
                    Section 4.2   Transfer Agent and Registrar..............12
                    Section 4.3   Transfer..................................12
                    Section 4.4   Necessity for Registration................12
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                    Section 4.5   Lost Certificates.........................12
                    Section 4.6   Shares Without Certificates...............12

ARTICLE 5  CORPORATE SEAL...................................................13

ARTICLE 6  AMENDMENTS.......................................................13

ARTICLE 7  SEVERABILITY.....................................................13
<PAGE>
                           AMENDED AND RESTATED BYLAWS
                                       OF
                               PREMIERWEST BANCORP

                                    ARTICLE 1
                                  SHAREHOLDERS

         SECTION 1.1 ANNUAL MEETING. Meetings of the shareholders of the
Corporation shall be held at the principal office of the Corporation, or at such
other place within or without the State of Oregon as may be designated by the
Board of Directors and specified in the notice of such meeting. The Annual
Meeting of the shareholders of the Corporation shall be held within 120 days
after the close of the fiscal year of the Corporation, or at such later date as
the Board of Directors shall determine, and at such hour as the Board of
Directors may determine. The Annual Meeting shall be held for the purpose of
electing directors and transacting such other business as may properly come
before the meeting.

         SECTION 1.2 SPECIAL MEETINGS. Special meetings of shareholders of the
Corporation may be held on any business day and may be called by the President,
by the Board acting at a meeting, by a majority of the directors acting without
a meeting or by any three or more shareholders of record who together hold not
less than one third (1/3) of all shares outstanding and entitled to vote at the
special meeting.

         SECTION 1.3 NOTICE. Written notice stating the place, date and time of
the meeting, and, in the case of a special meeting, the purpose or purposes for
which the meeting is called, will be delivered at least 10 and no more than 60
days before the date of the meeting, either personally or by mail, by or at the
direction of the President or the Secretary, to each shareholder of record
entitled to vote at such meeting. If mailed, the notice will be deemed to be
delivered when deposited in the United States mail addressed to the shareholder
at the shareholder's address as it appears on the current shareholder records of
the Corporation, with postage prepaid.

         SECTION 1.4 WAIVER OF NOTICE. A shareholder may, at any time, waive any
notice required by these Bylaws, the Articles of Incorporation or the Oregon
Business Corporation Act. Except as otherwise provided by this Section 1.4, the
waiver must be in writing, must be signed by the shareholder and must be
delivered to the Corporation for inclusion in the minutes and filing in the
corporate records. A shareholder's attendance at a meeting waives any objection
to lack of notice or defective notice, unless the shareholder objects at the
beginning of the meeting to holding the meeting or transacting business at the
meeting.

         SECTION 1.5 VOTING. On each matter voted on at a shareholder's meeting
each shareholder will be entitled to one vote, in person or by proxy, for each
share of stock entitled to vote on such matter that is outstanding in such
shareholder's name on the records of the Corporation, except as may be otherwise
provided in the Articles of Incorporation. Except as


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otherwise expressly required by law, the Articles of Incorporation or these
Bylaws, at any meeting of shareholders at which a quorum is present a majority
of the votes cast, whether in person or by proxy, on any matter properly brought
before such meeting in accordance with these Bylaws will be the act of the
shareholders. An abstention shall not represent a vote cast. The vote upon any
question brought before a meeting of the shareholders may be by voice vote,
unless otherwise required by law, the Articles of Incorporation or these Bylaws
or unless the presiding officer otherwise determines.



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         Unless held as trustee or in another fiduciary capacity, shares may not
be voted if held by another corporation in which the Corporation holds a
majority of the shares entitled to vote for directors of such other corporation.

         SECTION 1.6 QUORUM; ADJOURNMENT. A majority of the shares entitled to
vote on a matter, represented in person or by proxies, will constitute a quorum
with respect to that matter at any meeting of the shareholders. Unless otherwise
provided in the Articles of Incorporation, a majority of votes represented at a
meeting of shareholders, whether or not a quorum, may adjourn the meeting to a
different time, date, or place. No further notice of the adjourned meeting is
required if the new time, date, and place is announced at the meeting prior to
adjournment and the date is set 120 days or less from the date of the original
meeting.

         SECTION 1.7 ACTION WITHOUT MEETING. Any action required or permitted to
be taken at a meeting of shareholders may be taken without a meeting if a
written consent or consents describing the action taken is signed by all of the
shareholders entitled to vote on the action and is delivered to the Corporation
for inclusion in the minutes and filing with the corporate records. The action
is effective when the last shareholder signs the consent, unless the consent
specifies an earlier or later effective date. A consent signed under this
section has the effect of a meeting vote and may be described as such in any
document. Unless a record date for determining the shareholders entitled to take
action without a meeting is otherwise established, the record date for that
purpose is the date the first shareholder signs the consent. If the Oregon
Business Corporation Act requires that notice of a proposed action be given to
non-voting shareholders and that the action is to be taken by unanimous consent
of the shareholders, at least 10 days written notice of the proposed action will
be given to non-voting shareholders before the action is taken.

         SECTION 1.8 RECORD DATE. The Board of Directors may fix in advance a
date as record date for the purpose of determining the registered owners of
stock or other securities (i) entitled to notice of or to vote at any meeting of
the shareholders or any adjournment thereof; (ii) entitled to receive payment of
any interest on a security, or of any ordinary, extraordinary, partial
liquidating, final liquidating, or other dividend, or of any other distribution,
whether paid in cash or in securities or in any other form; or (iii) entitled to
otherwise exercise or enjoy any or all of the rights and powers of an owner, or
in order to make a determination of registered owners for any other proper
purpose. The record date will not be a date earlier than the date on which the
record date is fixed. The record date also will not be more than 70 days and, in
the case of a


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meeting of shareholders, will be at least 10 days before the date on which the
particular action requiring such determination of registered owners is to be
taken.

         A determination of shareholders entitled to notice of or to vote at a
meeting of the shareholders is effective for any adjournment of the meeting,
unless the Board of Directors fixes a new record date. A new record date must be
fixed if a meeting of the shareholders is adjourned to a date more than 120 days
after the date fixed for the original meeting.

         SECTION 1.9 ORDER OF BUSINESS. (a) The Chairman of the Board, or in the
Chairman's absence the Vice Chairman, or such other officer of the Corporation
as provided in these Bylaws or designated by a majority of the total number of
directors that the Corporation would have if there were no vacancies on the
Board of Directors, will call meetings of shareholders to order and will act as
presiding officer thereof. Unless otherwise determined by the Board of Directors
prior to the meeting, the presiding officer of the meeting of shareholders will
also determine the order of business and have authority in his or her sole
discretion to regulate the conduct of any such meeting, including without
limitation authority to decide who (other than shareholders of the Corporation
or their duly appointed proxies) may attend shareholders' meeting; authority to
decide whether any shareholder or his proxy shall be excluded from a meeting of
shareholders based upon the presiding officer's determination, in his sole
discretion, that the shareholder or his proxy has unduly disrupted or is likely
to disrupt the proceedings of the meeting; and authority to determine the
circumstances in which any person may make a statement or ask questions at any
meeting of shareholders.

                  (b) At an annual meeting of shareholders, the only business
that will be conducted or considered is such business as is properly brought
before the meeting. Business shall be deemed to have properly come before the
annual meeting of shareholders if and only if (i) such business is set forth in
the Corporation's notice to shareholders, (ii) the Board of Directors of the
Corporation, after mailing of the notice to shareholders of the annual meeting,
determines that it is appropriate for such business to be brought before the
annual meeting of shareholders, or (iii) such business is proposed by a person
who is entitled to vote at that meeting and who has complied with the notice
procedures set forth herein, and the presiding officer of the meeting
determines, in his or her reasonable discretion, that such business is of a
nature that is appropriate for consideration by the shareholders of the
Corporation under the Oregon Business Corporation Act or under the rules of the
Securities and Exchange Commission, as in force from time to time under the
Securities Exchange Act of 1934.

                  (c) For business to be properly submitted by a shareholder for
a vote at an annual meeting, the shareholder must (i) be a shareholder of record
as of the record date for the meeting, (ii) be entitled to vote at the meeting,
and (iii) have given timely notice in writing of the proposal to be submitted by
the shareholder for a vote. The shareholder's notice must be delivered to the
Secretary at the Corporation's principal executive offices.



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                  (d) To be timely, a shareholder's notice must be received by
the Secretary at least 60 calendar days before the date corresponding to the
date on which the Corporation's proxy materials were mailed to shareholders for
the annual meeting in the preceding year, and no more than 120 calendar days
before that date; provided, however, if the date of the annual meeting is
changed by more than 30 calendar days from the date corresponding to the date of
the preceding year's annual meeting, or if the Corporation did not hold an
annual meeting in the preceding year, then the shareholder's notice will be
considered timely if it is received by the Secretary a reasonable time before
the Corporation mails its proxy materials for the annual meeting, but in any
event at least 30 days before the Corporation mails its proxy materials for the
annual meeting. A shareholder's notice to the Secretary must set forth as to
each matter the shareholder proposes to bring before the annual meeting:

         (i)      a description in reasonable detail of the business desired to
                  be brought before the annual meeting and the reasons for
                  conducting such business at the annual meeting,
         (ii)     the name and address, as they appear on the Corporation's
                  books, of the shareholder proposing such business and of the
                  beneficial owner, if any, on whose behalf the proposal is
                  made,
         (iii)    the class and number of shares of the Corporation that are
                  owned beneficially and of record by the shareholder proposing
                  such business and by the beneficial owner, if any, on whose
                  behalf the proposal is made, and
         (iv)     any material interest of such shareholder proposing such
                  business and the beneficial owner, if any, on whose behalf the
                  proposal is made in such business.

         Nothing in these Bylaws affects (i) any right of shareholders to
request inclusion of proposals in the Corporation's proxy statement in
accordance with Rule 14a-8 under the Securities Exchange Act of 1934, provided
the Corporation has securities registered under the Securities Exchange Act of
1934, or (ii) the limitations and obligations imposed under Rule 14a-8 on any
shareholder requesting inclusion of a proposal under that rule.

                  (e) A call for a special meeting by a shareholder or
shareholders shall be in writing and shall set forth

         (i)      a description in reasonable detail of the business desired to
                  be brought before the special meeting and the reasons for
                  conducting such business at the special meeting,
         (ii)     the name and address, as they appear on the Corporation's
                  books, of the shareholder(s) proposing such business and of
                  the beneficial owner, if any, on whose behalf the proposal is
                  made,
         (iii)    the class and number of shares of the Corporation that are
                  owned beneficially and of record by the shareholder(s)
                  proposing such business


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                  and by the beneficial owner, if any, on whose behalf the
                  proposal is made, and
         (iv)     any material interest of such shareholder(s) proposing such
                  business and the beneficial owner, if any, on whose behalf the
                  proposal is made in such business.

                  (f) At a special meeting of shareholders, the only business
that will be conducted or considered is such business as is properly brought
before the meeting. To be properly brought before a special meeting, business
must be (i) specified in the notice of the meeting (or any supplement thereto)
given by or at the direction of the President or the Secretary in accordance
with these Bylaws or (ii) otherwise brought before the meeting by the presiding
officer or by or at the direction of a majority of the Board of Directors.

                  (g) The determination of whether any business to be brought
before any annual or special meeting of the shareholders is properly brought
before that meeting will be made by the presiding officer of the meeting. If the
presiding officer determines that any business is not properly brought before
the meeting, he or she will so declare to the meeting and that business will not
be conducted or considered.

                                    ARTICLE 2
                               BOARD OF DIRECTORS

         SECTION 2.1 NUMBER AND ELECTION OF DIRECTORS. The Board of Directors
shall consist of at least 5 but no more than 25 directors, the exact number of
directors being fixed from time to time within this range by resolution of the
Board of Directors. A decrease in the number of directors will not have the
effect of shortening the term of any incumbent director. At each annual meeting,
the shareholders will elect directors by a plurality of the votes cast by the
shares entitled to vote in the election. Election of directors of the
Corporation need not be by written ballot, unless requested by the presiding
officer or by the holders of a majority of the voting power of the Corporation.
Each director will be elected to hold office until the next annual meeting of
shareholders and until the election and qualification of a successor, subject to
prior death, resignation or removal. A director need not be a shareholder of the
Corporation.

         SECTION 2.2 NOMINATIONS. Nominations for the election of directors
shall be made (a) by a majority of the Corporation's independent directors, (b)
by a committee comprised solely of the Corporation's independent directors if
one has been created by the Board of Directors under Section 2.13 below, or (c)
by any shareholder entitled to vote in the election of directors. A person may
not be nominated for election to the Board of Directors if the election of such
person to the Board of Directors would cause the Corporation to violate any
rules of the National Association of Securities Dealers, Inc. ("NASD")
applicable to companies listed on the Nasdaq SmallCap Market ("Nasdaq"). For the
purposes of this Article 2, the term "independent director" shall mean a
director who (a) is an independent director as defined under the rules of the
NASD applicable to companies listed on Nasdaq and (b) meets the criteria for
independence set forth in


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Section 10A(m) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and the rules promulgated by the Securities and Exchange Commission
("Commission") thereunder.

         A shareholder's notice of a nomination for the election of directors
shall be given either by personal delivery or by United States mail, postage
prepaid, to the Secretary of the Corporation. To be timely, a shareholder's
notice must be received by the Secretary within the time limits set forth in
these Bylaws for a shareholder's submission of business for a vote at an annual
meeting. The shareholder's notice of his or her intent to make a nomination must
set forth the following:

         (i)      the name and address, as they appear on the Corporation's
                  books, of the shareholder giving the notice and of the
                  beneficial owner, if any, on whose behalf the nomination is
                  made, as well as the name and address of each person(s)
                  nominated by the shareholder;
         (ii)     a representation that the shareholder giving the notice is a
                  holder of record of stock of the Corporation entitled to vote
                  at the annual meeting and that the shareholder intends to
                  appear in person or by proxy at the annual meeting to nominate
                  the person(s) specified in the notice;
         (iii)    the class and number of shares of stock of the Corporation
                  owned beneficially and of record by the shareholder giving the
                  notice and by the beneficial owner, if any, on whose behalf
                  the nomination is made;
         (iv)     a description of all arrangements or understandings between or
                  among any of (a) the shareholder giving the notice, (b) the
                  beneficial owner on whose behalf the notice is given, (c) each
                  nominee, and (d) any other person(s) (naming such person(s))
                  pursuant to which the nomination or nominations are to be made
                  by the shareholder giving the notice;
         (v)      such other information regarding each nominee proposed by the
                  shareholder giving the notice as would be required to be
                  included in a proxy statement filed pursuant to the proxy
                  rules of the Securities and Exchange Commission; and
         (vi)     the signed consent of each nominee to serve as a director of
                  the Corporation if so elected.

         If the presiding officer determines that a nomination was not made in
accordance with these Bylaws, he or she will so declare to the meeting, and the
defective nomination will be disregarded. Notwithstanding the foregoing
provision of these Bylaws, a shareholder must also comply with all applicable
requirements of the Securities Exchange Act of 1934 and the rules and
regulations thereunder with respect to the matters set forth in these Bylaws,
provided the Corporation has securities registered under the Securities Exchange
Act of 1934.

         SECTION 2.3 VACANCIES. Unless otherwise provided in the Articles of
Incorporation, any vacancy occurring in the Board of Directors, including a
vacancy resulting from an increase in the number of directors, may be filled by
the Board of Directors or, if the remaining directors


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do not constitute a quorum, by the affirmative vote of a majority of the
remaining directors. A person may not be elected to fill a vacancy on the Board
of Directors if the election of such person to the Board of Directors would
cause the Corporation to violate any rules of the NASD applicable to companies
listed on Nasdaq. A director elected to fill a vacancy will serve for the
unexpired term of the director's predecessor in office, subject to prior death,
resignation or removal.

         SECTION 2.4 ANNUAL MEETING. An annual meeting of the Board of Directors
will be held without notice immediately after the adjournment of the annual
meeting of the shareholders, or at another time designated by the Board of
Directors upon notice in the same manner as provided in Section 2.5. The annual
meeting will be held at the principal office of the Corporation or at such other
place as the Board of Directors may designate.

         SECTION 2.5 REGULAR MEETINGS; EXECUTIVE SESSIONS. The Board of
Directors may provide by resolution for regular meetings. Unless otherwise
required by such resolution, regular meetings may be held without notice of the
date, time, place or purpose of the meeting.

         The independent directors of the Board of Directors shall hold
regularly scheduled meetings at which only the independent directors are
present. The time and place of such meetings shall be determined by a majority
of the independent directors.

         SECTION 2.6 SPECIAL MEETINGS. Special meetings of the Board of
Directors may be called by the President, the Chief Executive Officer or any
member of the Board of Directors. Notice of each special meeting will be given
to each director, either by oral or written notification actually received at
least 24 hours before the meeting, or by written notice mailed by deposit in the
United States mail, first class postage prepaid, addressed to the director at
the director's address appearing on the records of the Corporation at least 72
hours before the meeting. Special meetings of the directors may also be held at
any time when all members of the Board of Directors are present and consent to a
special meeting. Special meetings of the directors will be held at the principal
office of the Corporation or at any other place designated by a majority of the
Board of Directors.

         SECTION 2.7 TELEPHONIC MEETINGS. The Board of Directors may permit
directors to participate in a meeting by any means of communication by which all
of the persons participating in the meeting can hear each other at the same
time. Participation in such a meeting will constitute presence in person at the
meeting.

         SECTION 2.8 WAIVER OF NOTICE. A director may, at any time, waive any
notice required by these Bylaws, the Articles of Incorporation or the Oregon
Business Corporation Act. Except as otherwise provided in this Section 2.8, the
waiver must be in writing, must be signed by the director, must specify the
meeting for which notice is waived, and must be delivered to the Corporation for
inclusion in the minutes and filing in the corporate records. A director's


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attendance at a meeting waives any required notice, unless at the beginning of
the meeting or promptly upon the director's arrival the director objects to
holding the meeting or transacting business at the meeting and does not
thereafter vote for or assent to any action taken at the meeting.

         SECTION 2.9 QUORUM. A majority of the number of directors that has been
established by the Board of Directors pursuant to Section 2.1 of these Bylaws
will constitute a quorum for the transaction of business.

         SECTION 2.10 VOTING. The act of the majority of the directors present
at a meeting at which a quorum is present will for all purposes constitute the
act of the Board of Directors, unless otherwise provided by the Articles of
Incorporation or these Bylaws.

         SECTION 2.11 ACTION WITHOUT MEETING. Unless otherwise provided by the
Articles of Incorporation, any action required or permitted to be taken by the
Board of Directors at a meeting may be taken without a meeting if a written
consent or consents describing the action taken is signed by each director and
included in the minutes and filed with the corporate records. The action is
effective when the last director signs the consent, unless the consent specifies
an earlier or later effective date. A consent signed under this section has the
effect of an act of the Board of Directors at a meeting and may be described as
such in any document.

         SECTION 2.12 POWERS OF DIRECTORS. The Board of Directors shall have the
sole responsibility for the management of the business of the Corporation. In
the management and control of the property, business and affairs of the
Corporation, the Board of Directors is vested with all of the powers possessed
by the Corporation itself, so far as this delegation of power is not
inconsistent with the Oregon Business Corporation Act, the Articles of
Incorporation or these Bylaws. The Board of Directors will have the power to
determine what amount constitutes net earnings of the Corporation, what amount
will be reserved for working capital and for any other purpose, and what amount,
if any, will be declared as dividends. Such determinations by the Board of
Directors will be final and conclusive, except as otherwise expressly provided
by the Oregon Business Corporation Act or the Articles of Incorporation. The
Board of Directors may designate one or more officers of the Corporation who
will have the power to sign all deeds, leases, contracts, mortgages, deeds of
trust and other instruments and documents executed by and binding upon the
Corporation. In the absence of a designation of any other officer or officers,
the Chief Executive Officer is so designated.

         SECTION 2.13 COMMITTEES. The Board of Directors shall designate from
among its members an Audit Committee and a Compensation Committee. The Audit
Committee shall consist of at least three directors, each of whom shall be an
independent director who does not own or control twenty percent (20%) or more of
the Company's voting securities (or such lower measurement as may be established
by the Commission in rulemaking under Section 10A(m) of the Exchange Act), and
at least one member of the Audit Committee shall be an "audit


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committee financial expert" as defined under the rules promulgated by the
Commission under the Exchange Act. The Audit Committee will have such powers and
will perform such duties as may be required under NASD rules and/or rules
promulgated by the Commission under the Exchange Act to be delegated to audit
committees of companies listed for trading on the Nasdaq SmallCap Market or as
designated by the Board of Directors. The Compensation Committee shall consist
of at least three directors, each of whom shall be an independent director. The
Compensation Committee will have the power and authority to determine the
compensation of the Corporation's officers as required under NASD rules and
rules promulgated by the Commission under the Exchange Act and will have such
other powers and will perform such other duties as designated by the Board of
Directors.

         In addition to the audit and compensation committees, unless the
Articles of Incorporation provide otherwise, a majority of the Board of
Directors may designate from among its members an Executive Committee, a
nominations and corporate governance committee and any number of other
committees. Each committee must consist of two or more directors and will have
such powers and will perform such duties as may be delegated and assigned to the
committee by the Board of Directors. For each committee designated by the Board
of Directors, including the audit committee and the compensation committee, the
Board of Directors shall adopt a charter which shall specify the powers and
duties of such committee and the requirements for appointment by the board to
such committee.

         No committee will have the authority of the Board of Directors with
respect to (a) approving dividends or other distributions to shareholders,
except as permitted by (h), below, (b) amending the Articles of Incorporation,
except as permitted by (j), below (c) adopting a plan of merger, (d)
recommending to the shareholders the sale, lease, exchange, or other disposition
of all or substantially all the property and assets of the Corporation other
than in the usual and regular course of its business, (e) recommending to the
shareholders a voluntary dissolution of the Corporation or a revocation thereof,
(f) approving or proposing to shareholders other actions required to be approved
by the shareholders, (g) approving a plan of merger which does not require
shareholder approval, (h) authorizing or approving any reacquisition of shares
of the Corporation, except pursuant to a formula or method prescribed by the
Board of Directors, (i) authorizing or approving the issuance, sale or contract
for sale of shares of the Corporation's stock except either pursuant to a stock
option or other stock compensation plan or where the Board of Directors has
determined the maximum number of shares and has expressly delegated this
authority to the committee, (j) determining the designation and relative rights,
preferences and limitations of a class or series of shares, unless the Board of
Directors has determined a maximum number of shares and expressly delegated this
authority to the committee, (k) adopting, amending or repealing Bylaws for the
Corporation, or (l) filling vacancies on the Board of Directors or on any of its
committees or (m) taking any other action which the Oregon Business Corporation
Act prohibits a committee of a board of directors to take. The provisions of
Sections 2.5, 2.6, 2.7, 2.8, 2.9, 2.10, and 2.11 of the Bylaws will also apply
to all committees of the Board of Directors. Each committee will keep written
records of its activities and proceedings. All actions by committees will be
reported to the Board of Directors at the next


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meeting following the action and the Board of Directors may ratify, revise or
alter such action, provided that no rights or acts of third parties will be
affected by any such revision or alteration.

         SECTION 2.14 CHAIRMAN AND VICE CHAIRMAN OF THE BOARD. The Board of
Directors may elect one of its members to be Chairman of the Board of Directors
and one of its members to be Vice Chairman of the Board of Directors. The
Chairman and Vice Chairman will advise and consult with the Board of Directors
and the officers of the Corporation as to the determination of policies of the
Corporation. The Chairman, or the Vice Chairman in the Chairman's absence, will
preside at all meetings of the Board of Directors and of the shareholders, and
the Chairman and the Vice Chairman will perform such other functions and
responsibilities as the Board of Directors may designate from time to time.

                                    ARTICLE 3
                                    OFFICERS

         SECTION 3.1 COMPOSITION. The officers of this Corporation will consist
of at least a President and a Secretary and may also include a separate Chief
Executive Officer, one or more Vice Presidents and a Treasurer, each of whom
will be elected by the Board of Directors at the annual meeting of the Board of
Directors, at any regular meeting of the Board of Directors, or at any special
meeting called for that purpose. Other officers and assistant officers and
agents may be elected or appointed by or in the manner directed by the Board of
Directors as the Board of Directors may deem necessary or appropriate. Any
vacancies occurring in any office of this Corporation may be filled by election
or appointment by the Board of Directors at any regular meeting or any special
meeting called for that purpose. Each officer will hold his or her office until
the next annual meeting of the Board of Directors and until the election and
qualification of a successor in such office, subject to prior death, resignation
or removal.

         SECTION 3.2 CHIEF EXECUTIVE OFFICER. The Board of Directors may
designate one of the officers of the Corporation or the Chairman of the Board of
Directors to serve as the Chief Executive Officer of the Corporation. The Chief
Executive Officer will be responsible for implementing the policies and goals of
the Corporation, as stated by the Board of Directors, and will have general
supervisory responsibility and authority over the property, business and affairs
of the Corporation. Unless otherwise provided by the Board of Directors, the
Chief Executive Officer will have the authority to hire and fire employees and
agents of the Corporation and to take such other actions as the Chief Executive
Officer deems necessary or appropriate to implement the policies, goals and
directions of the Board of Directors.

         SECTION 3.3 PRESIDENT. In the absence of a specific designation by the
Board of Directors of a separate Chief Executive Officer, the President will
have all the responsibilities and authority of the Chief Executive Officer, as
set forth in Section 3.2, and may be referred to as the Corporation's Chief
Executive Officer. The President may sign any documents and instruments of the
Corporation that require the signature of the President under the Oregon


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Business Corporation Act, the Articles of Incorporation or these Bylaws. The
President will also have such responsibilities and authority as may be delegated
to the President by the Chief Executive Officer or prescribed by the Board of
Directors. At the request of the Chairman of the Board of Directors or in the
Chairman's and Vice Chairman's absence, the President will preside at meetings
of the Board of Directors and at meetings of the shareholders. Upon the death,
resignation or removal of the President, the Board of Directors may appoint a
Vice President or another person to serve as an "acting" or "interim" President
to serve as such until the position is filled by action of the Board of
Directors. Unless otherwise provided by the Board of Directors, an "acting" or
"interim" President will have all responsibilities and authority of the
President.

         SECTION 3.4 VICE PRESIDENT. A Vice President will have such
responsibilities and authority as may be prescribed by the Board of Directors or
as may be delegated by the Chief Executive Officer or the President to such Vice
President. If at any time there is more than one Vice President, the Board of
Directors may designate the order of seniority or the areas of responsibility of
such Vice Presidents. A Vice President (or if more than one, the Vice Presidents
in order of seniority by designation or order of appointment) will have all of
the powers and perform all of the duties of the President during the absence or
disability of the President.

         SECTION 3.5 SECRETARY. The Secretary will keep the minutes and records
of meetings of the shareholders and directors and of all other official business
of the Corporation. The Secretary will give notice of meetings to the
shareholders and directors and will perform such other duties as may be
prescribed by the Board of Directors.

         SECTION 3.6 TREASURER OR CHIEF FINANCIAL OFFICER. The Treasurer, or if
so designated, the Chief Financial Officer, will receive all moneys and funds of
the Corporation and deposit such moneys and funds in the name of and for the
account of the Corporation with one or more banks designated by the Board of
Directors, or in such other short-term investment vehicles as may from time to
time be designated or approved by the Board of Directors. The Treasurer will
keep accurate books of account and will make reports of financial transactions
of the Corporation to the Board of Directors, and will perform such other duties
as may be prescribed by the Board of Directors. If the Board of Directors elects
a Vice President, Finance or a Chief Financial Officer, the duties of the office
of Treasurer may rest in that officer.

         SECTION 3.7 REMOVAL. The directors, at any regular meeting or any
special meeting called for that purpose, may remove any officer from office with
or without cause; provided, however, that no removal will impair the contract
rights, if any, of the officer removed or of this Corporation or of any other
person or entity.













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<PAGE>
                                    ARTICLE 4
                           STOCK AND OTHER SECURITIES

         SECTION 4.1 CERTIFICATES. All stock and other securities of this
Corporation may be represented by certificates, signed by the President or a
Vice President and the Secretary or an Assistant Secretary of the Corporation,
with the corporate seal, if any, affixed. Each stock certificate shall state
upon the face thereof that it is transferable only on the books of the
Corporation. Certificates for stock shall be numbered and registered in the
order in which they are issued. All certificates shall be issued in consecutive
order, and upon the stub of each certificate shall be entered the name of the
person owning the shares represented thereby, the number of shares represented
thereby, and the date of issuance thereof. All certificates exchanged or
returned to the Corporation shall be marked "cancelled," the date of
cancellation shall be noted thereon and the certificate shall be retained.

         SECTION 4.2 TRANSFER AGENT AND REGISTRAR. The Board of Directors may
from time to time appoint one or more Transfer Agents and one or more Registrars
for the stock and other securities of the Corporation. The signatures of the
President or a Vice President and the Secretary or an Assistant Secretary upon a
certificate may be facsimiles if the certificate is manually signed by a
Transfer Agent, or registered by a Registrar.

         SECTION 4.3 TRANSFER. The shares of stock of the Corporation shall be
transferable and assignable only upon the books of the Corporation. No new stock
certificate shall be issued until the old certificate has been properly
assigned, transferred and surrendered for cancellation.

         SECTION 4.4 NECESSITY FOR REGISTRATION. Prior to presentment for
registration upon the transfer books of the Corporation of a transfer of stock
or other securities of this Corporation, the Corporation or its agent for
purposes of registering transfers of its securities may treat the registered
owner of the security as the person exclusively entitled to vote the securities;
to receive any notices to shareholders; to receive payment of any interest on a
security, or of any ordinary, extraordinary, partial liquidating, final
liquidating, or other dividend, or of any other distribution, whether paid in
cash or in securities or in any other form; and otherwise to exercise or enjoy
any or all of the rights and powers of an owner.

         SECTION 4.5 LOST CERTIFICATES. In case of the loss or destruction of a
certificate of stock or other security of this Corporation, a duplicate
certificate may be issued in its place upon such conditions as the Board of
Directors may prescribe.

         SECTION 4.6 SHARES WITHOUT CERTIFICATES. The Corporation may issue
shares of stock without certificates as provided in Oregon Revised Statutes
ss.60.164.













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                                    ARTICLE 5
                                 CORPORATE SEAL

         If the Corporation has a corporate seal, its size and style is shown by
the impression below:







                                    ARTICLE 6
                                   AMENDMENTS

         Unless otherwise provided in the Articles of Incorporation, the Bylaws
of the Corporation may be amended or repealed by the directors, subject to
amendment or repeal by action of the shareholders, at any regular meeting or at
any special meeting called for that purpose, provided notice of the proposed
change is given or notice thereof is waived in writing.

                                    ARTICLE 7
                                  SEVERABILITY

         If any provision of these Bylaws is found, in any action, suit or
proceeding, to be invalid or ineffective, the validity and the effect of the
remaining provisions will not be affected.

         Adopted by action of the Incorporator of PremierWest Bancorp as of May
__, 2003.



                                                      ----------------------
                                                      [Name], Secretary
























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