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                                                                    EXHIBIT 3.1



                              AMENDED AND RESTATED
                            ARTICLES OF INCORPORATION

                                       OF

                             EVERGREENBANCORP, INC.

                               SEATTLE, WASHINGTON


        The following Amended and Restated Articles of Incorporation are
executed by the undersigned, a Washington corporation:

                                   ARTICLE I.

        The name of the corporation shall be, and is EvergreenBancorp, Inc.

                                   ARTICLE II.

        The office and place of business of this corporation shall be located in
Seattle, County of King, State of Washington.

                                  ARTICLE III.

        This corporation may engage in any activities permissible under
applicable law.

                                   ARTICLE IV.

        The total authorized capital stock of this corporation shall be divided
into 15,000,000 shares of common stock with no par value per share and 100,000
shares of preferred stock with no par value per share.

        1.      Common Stock: Only the common stock shall be entitled to vote
                and each share shall be entitled to one vote.

        2.      Preferred Stock: Any unissued shares of preferred stock may be
                issued from time to time in one or more series. All shares of
                preferred stock shall be of equal rank and shall be identical
                except in respect of the particulars that may be fixed by the
                Board of Directors as hereinafter provided pursuant to authority
                which is hereby expressly vested in the Board of Directors; and
                each share of a series shall be identical in all respects with
                the other shares of such series except as to the date from which
                dividends, if any, thereon shall be cumulative if made
                cumulative. Before any shares of preferred stock of any
                particular series shall be issued, the Board of Directors shall
                fix and determine, and is hereby expressly empowered to fix and
                determine, in the manner provided by law, the following
                provisions of the shares of such series so far as not
                inconsistent with the provisions of this Article IV applicable
                to all series of preferred stocks;

        (a)     The distinctive designation of such series and the number of
                shares which



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                shall constitute such series, which number may be increased
                (except where otherwise provided by the Board of Directors in
                creating such series) or decreased (but not below the number of
                shares thereof then outstanding) from time to time by like
                action of the Board of Directors;

        (b)     The annual rate of dividends, if any, payable on any shares of
                such series, the condition upon which the dates when such
                dividends shall be payable and whether such dividends shall be
                cumulative or non-cumulative;

        (c)     The time or times when the price or prices at which, and the
                manner in which shares of such series shall be redeemable;

        (d)     The obligation, if any, for the corporation to maintain a
                sinking fund for shares of such series;

        (e)     The amount payable on shares of such series in the event of any
                liquidation, dissolution or winding up of the affairs of the
                corporation;

        (f)     The rights, if any, of the holders of such shares of such series
                to convert such series into, or exchange such series for, shares
                of any other class or classes or of any other series of the same
                or any other class or classes of stock of the corporation and
                the price or prices or rates of exchange in the adjustments of
                such shares shall be convertible or exchangeable;

        (g)     Any other preferences and relative, participating, optional or
                other special rights, and qualifications, limitations, or
                restrictions of shares of such series not fixed and determined
                in this Article IV; and

        (h)     The relative priority of dividends as between classes of stock
                and series of each class of stock.

3.      Priority of Preferred Stock in the Event of Dissolution, Liquidation or
        Winding up of the Affairs of the Corporation:

        (a)     Nature of Priority: Subject to the remaining provisions of this
                section, the preferred stock shall be preferred over the common
                stock as to the net assets of the corporation.

        (b)     Priority: In the event of any dissolution, liquidation or
                winding up of the affairs of the corporation, after payment or
                provision for payment for the debts and other liabilities of the
                corporation, the holders of each series of preferred stock shall
                be entitled to receive out of the net assets of the corporation,
                an amount in cash for each share equal to the amount fixed and
                determined by the Board of Directors in any resolution providing
                for the issue of any particular series of preferred stock plus
                an amount equal to all dividends, if any, accrued and unpaid on
                each such share up to the date fixed for distribution and no
                more, before any distribution shall be made to



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                the holders of common stock.

        (c)     Merger and Sale of Assets, Etc.: Neither the merger or
                consolidation of the corporation, nor the sale, lease or
                conveyance of all or part of its assets, shall be deemed a
                liquidation, dissolution or winding up of the affairs of the
                corporation within the meaning of this Section 3.

4.      Dividends on Common Stock: Subject to the limitations described in this
        Article IV and any further limitations prescribed in accordance
        therewith, the holders of common stock shall be entitled to receive,
        when and as declared by the Board of Directors, out of the assets of the
        corporation which are by law available therefor, dividends payable
        either in cash, property, or in shares of common stock.

5.      Rights of Common Stock on Dissolution, Liquidation or Winding up of the
        Affairs of the Corporation: In the event of any dissolution, liquidation
        or winding up of the affairs of the corporation, the holders of the
        common stock shall be entitled after payment or provision for payment of
        the debts and other liabilities of the corporation and the amounts of
        which the holders of the preferred stock will be entitled, to share
        ratably in the remaining net assets of the corporation.

6.      Reservation of Common and Preferred Stock: The corporation shall at all
        times reserve and keep available out of its own authorized but unissued
        common stock, solely for the purpose of effecting a conversion or
        exchange of the shares of preferred stock, the full number of shares of
        common stock then deliverable on the conversion or exchange of all
        shares of the preferred stock at the time outstanding.

7.      Issue and Consideration for Capital Stock: The authorized but unissued
        shares of common stock or preferred stock may be issued for such
        consideration as may be fixed from time to time by the Board of
        Directors. No certificate shall issue as to or include a fraction of a
        share.

8.      Pre-emptive Rights: Upon any issue or sale for money or other
        consideration of any stock of this corporation that may be authorized
        from time to time, no holder of stock irrespective of kind of such
        stock, shall have any pre-emptive or other rights to subscribe for,
        purchase or receive any proportionate or other shares of the stock so
        issued or sold, but the Board of Directors may dispose of all or any
        such portion of such stock as and when it may determine, free of any
        such rights whether by offering the same to shareholders or by sale or
        other disposition as said Board may deem advisable.

                                   ARTICLE V.

        The period of existence of this corporation shall be perpetual.

                                   ARTICLE VI.



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        Each whole share of outstanding common stock of the corporation shall
have one vote upon each matter coming to a vote at meetings of shareholders
without the right of cumulative voting in the election of directors.

                                  ARTICLE VII.

        The Board of Directors is vested with the authority to make or amend
Bylaws, subject to the power of the shareholders to change and repeal such
Bylaws.




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                                  ARTICLE VIII.

        That the number of directors of this corporation shall be as set from
time to time in the Bylaws, but in any event, not less than five (5) nor more
than twenty-four (24). In the event that the Board of Directors shall number
nine (9) or more, the Bylaws may provide for the classification of directors
into two or three classes to be elected for staggered terms; each class to be as
nearly equal in number as possible. The term of office of the directors of the
first class to expire at the first annual meeting of the shareholders after
their election; and that of the second class to expire at the second annual
meeting after their election; and that of the third class, if any, to expire at
the third annual meeting after their election. At each annual meeting
thereafter, the number of directors equal to the number of the class whose term
expires at the time of such meeting shall be elected to hold office until the
second succeeding annual meeting if there be two classes, or until the third
succeeding annual meeting if there be three classes.

        These Amended and Restated Articles are executed by the corporation by
its duly authorized officer.



        Dated: July 25, 2001                EVERGREENBANCORP, INC.



                                            By:     /s/ Gerald O. Hatler
                                               --------------------------------
                                                 Gerald O. Hatler, President
                                                          and CEO



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                            CERTIFICATE ACCOMPANYING
                 AMENDED AND RESTATED ARTICLES OF INCORPORATION
                                       OF
                             EVERGREENBANCORP, INC.


        Pursuant to RCW 23B.10.070, the foregoing constitutes Amended and
Restated Articles of Incorporation of the undersigned, a Washington corporation.
The Amended and Restated Articles of Incorporation supercede the original
Articles of Incorporation and all amendments thereto.

        1.      The name of this corporation is EvergreenBancorp, Inc.

        2.      The first sentence of Article IV. is amended to read as follows:

                        "The total authorized capital stock of this corporation
                shall be divided into 15,000,000 shares of common stock with no
                par value per share and 100,000 shares of preferred stock with
                no par value per share."

        3. The amendments included in the Amended and Restated Articles of
Incorporation were adopted by the Board of Directors on May 29, 2001.
Shareholder action was not required pursuant to the provisions of RCW 23.10.020.

        This certificate accompanying the Amended and Restated Articles of
Incorporation is executed by the corporation by its duly authorized officer.



        Dated: July 25, 2001               EVERGREENBANCORP, INC.

                                           By:    /s/ Gerald O. Hatler
                                              ---------------------------------
                                               Gerald O. Hatler, President
                                                           and CEO



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STATE OF WASHINGTON        )
                           ) ss.
County of King             )


        On the 25th day of July, 2001, before me, the undersigned, a Notary
Public in and for the State of Washington, duly commissioned and sworn,
personally appeared Gerald O. Hatler, known to me to be the individual described
in and who executed the foregoing Amended and Restated Articles of Incorporation
and Certificate Accompanying Amended and Restated Articles of Incorporation, and
acknowledged to me that he signed the said instrument as his free and voluntary
act and deed, for the uses and purposes therein mentioned.

        WITNESS my hand and official seal hereunto affixed, the day and year of
this Certificate above written.



(Notary Seal)                                /s/ Anne M. Lant
                                             -----------------------------------
                                             Signature


                                             Anne M. Lant
                                             -----------------------------------
                                             Please print name


Notary Public in and for the State of Washington, residing at Seattle.




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