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                                                                     EXHIBIT 3.2



                                     BYLAWS
                                       OF
                             COWLITZ BANCORPORATION


                                   ARTICLE I.
                             Shareholders' Meetings


        Section 1.1 Annual Meeting. The annual meeting of the shareholders shall
be held on or before May 15 of every year at the principal office of the
corporation or at such other time or place as may be determined by the board of
directors. At such meeting the shareholders entitled to vote shall elect a board
of directors and transact such other business as may come before the meeting.

        Section 1.2 Special Meetings. Special meetings of the shareholders may
be held at any time on request of the president or on request of the board of
directors or on demand in writing by shareholders of record holding not less
than 25 percent of the shares of the corporation entitled to vote; provided,
however, that if the corporation becomes a public company as that term is
defined by the Act, the demand in writing must be by holders of not less than a
simple majority of the shares of the corporation entitled to vote.

        Section 1.3 Voting. Each shareholder shall be entitled to one vote, in
person or by proxy, for each share entitled to vote outstanding in such
shareholder's name on the books of the corporation, except as otherwise provided
in the Articles of Incorporation. In order to vote by proxy at any meeting of
the shareholders, the proxy must be received in the office of the
secretary-treasurer of the corporation not less than the close of business on
the second business day before the day specified in the notice of meeting as the
date of the meeting in order to give the corporation sufficient time to validate
the proxies to be voted at the meeting.

        Section 1.4 Quorum. Unless otherwise provided in the Articles of
Incorporation, a majority of the shares entitled to vote, represented by
shareholders in person or by proxies, shall constitute a quorum at any meeting
of the shareholders. If a quorum is present, the affirmative vote of the
majority of the shares represented at the meeting and entitled to vote on the
subject matter shall be the act of the shareholders, unless the vote of a
greater number or voting by classes is required by the Act, the Articles of
Incorporation or these Bylaws.

        Section 1.5 Notice. Except as provided below, written or printed notice
stating the place, day and hour of the meeting, and, in case of a special
meeting, the purpose or purposes for which the meeting is called, shall be
delivered not less than ten nor more than 60 days before the date of the
meeting, either personally or by mail, by or at the direction of the president,
the secretary-treasurer, or the persons calling the meeting, to each shareholder
of record entitled to vote at such meeting. The notice shall be delivered not
less than 20 days nor more than 60 days before the meeting if the shareholders'
meeting is called to act on an amendment to the articles of incorporation, a
plan of merger or share exchange, a proposed sale of assets other than in the
regular course of business or the dissolution of the corporation. If mailed, the
notice shall 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
share transfer books of the corporation, with postage prepaid.

        Section 1.6 Record Date. The board of directors shall fix in advance a
record date in order to determine the shareholders entitled to notice of and to
vote at a meeting of shareholders. The record date shall not be more than 70
days before the meeting.

        Section 1.7 List of Shareholders for Meeting. After fixing the record
date for a meeting of shareholders, the secretary-treasurer shall prepare an
alphabetical list of the names of all of the shareholders who are entitled to
notice of the meeting. The list shall show the address of and number of shares
held by each shareholder. The shareholders list must be available for inspection
by any shareholder, beginning ten days prior to the meeting and continuing
through the meeting, at the corporation's principal office or at the place
identified


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in the meeting notice in the city where the meeting will be held. The
corporation shall make the shareholders list available at the meeting, and any
shareholder or any agent or attorney of a shareholder shall be entitled to
inspect the list at any time during the meeting or any adjournment.


                                   ARTICLE II.
                               Board of Directors

        Section 2.1 Number and Term of Office. The number of directors of the
corporation shall be five. The number of directors of the corporation may be
changed from time to time to not less than five nor more than twenty directors
by a Bylaw or amendment thereof duly adopted by the board of directors or by the
shareholders acting in accordance with Article XI hereof. The terms of the
initial directors shall expire at the first meeting of shareholders at which
directors are elected. The terms of all other directors shall expire at the next
annual meeting of shareholders following their election. Despite the expiration
of a director's term, the director shall continue to serve until the director's
successor is elected and qualified or until there is a decrease in the number of
directors. All nominations of director shall be filed with the secretary-
treasurer of the corporation at least 30 days prior to the date of the annual
meeting of shareholders.

        Section 2.2 Vacancies. Any vacancy occurring in the board of directors
may be filled by the affirmative vote of a majority of the remaining directors,
unless otherwise provided in the Articles of Incorporation. A director elected
to fill a vacancy may be elected for the unexpired term of his predecessor in
office, subject to prior death, resignation or removal.

        Section 2.3 Annual Meeting. There shall be an annual meeting of the
board of directors which may 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 shall be held at the principal office of the
corporation or at such other place as the board of directors may designate.

        Section 2.4 Regular Meetings. The board of directors may by resolution
provide for regular meetings. Each director then in office shall be provided
written notice of the scheduled date, hour and place of each regular meeting,
personally delivered or mailed by United States mail, first class postage
prepaid, addressed to each director at the director's address appearing on
records of the corporation, not less than five days prior to the date of the
first regular meeting held after the adoption or modification of the resolution
providing for regular meetings.

        Section 2.5 Special Meetings. Special meetings of the board of directors
may be called by the president, the chief executive officer or any three members
of the board of directors. Each director shall be given notice of each special
meeting which shall be actually delivered, orally or in writing, not less than
24 hours prior to the meeting or 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 not less than 72 hours prior to 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 shall be held at the principal office of the
corporation or at any other place designated by a majority of the board of
directors.

        Section 2.6 Quorum. A majority of the number of directors fixed by these
Bylaws shall constitute a quorum for the transaction of business.

        Section 2.7 Voting. The act of the majority of the directors present at
a meeting at which a quorum is present shall be the act of the board of
directors, unless otherwise provided by the Articles of Incorporation or these
Bylaws.

        Section 2.8 Powers of Directors. The board of directors shall have 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 Act, the Articles of Incorporation, or these Bylaws. The



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board of directors shall have power to determine what constitutes net earnings,
profits and surplus; what amount shall be reserved for working capital and for
any other purpose; and what amount shall be declared as dividends; and such
determinations by the board of directors shall be final and conclusive except as
otherwise provided by the Act and the Articles of Incorporation. The board of
directors shall designate one or more officers of the corporation who shall 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 the designation of any other officer or officers, the chief
executive officer shall be the officer so designated.

        Section 2.9 Executive Committee. A majority of the board of directors
may designate from among its members an executive committee of two or more
members. The executive committee shall have such powers and shall perform such
duties as may be delegated and assigned to the executive committee by the board
of directors. The executive committee shall not have the authority of the board
of directors with reference to (1) amending the Articles of Incorporation; (2)
declaring dividends or distributions except at a rate or in periodic amount
determined by the board of directors; (3) approving or recommending to
shareholders actions or proposals required by the Act to be approved by
shareholders; (4) filling vacancies on the board of directors or any committee
thereof; (5) amending the Bylaws; (6) authorizing or approving the reacquisition
of shares unless pursuant to a general formula or method specified by the board
of directors; (7) fixing the compensation of any director for serving on the
board of directors or on any committee; (8) adopting a plan of merger,
consolidation or exchange not requiring shareholder approval; (9) reducing
earned or capital surplus; (10) appointing other committees of the board of
directors or the members thereof; or (11) taking any other action prohibited by
the Act. A majority of the members of the executive committee may fix its rules
of procedure. All actions by the executive committee shall be by a majority of
those then serving on the committee or, if taken without a meeting, by unanimous
written approval. The executive committee shall keep written records of its
activities and proceedings. All action by the executive committee shall be
reported to the board of directors at the next meeting following the action and
the board of directors may ratify or may revise or alter such action, provided
that no rights or acts of third parties shall be affected by any such revision
or alteration. Meetings of the executive committee shall be called, from time to
time, at the direction and upon the request of any member of the committee.
Notice of each meeting, unless waived, shall be given to each member of the
committee and shall be actually delivered, orally or in writing, not less than
24 hours prior to the meeting or mailed by deposit in the United States mail,
first class postage prepaid, addressed to the member at the member's address
appearing on the records of the corporation not less than 72 hours prior to the
meeting. All meetings shall be held at the principal office of the corporation
or, upon consent of all members of the committee, at any other place.

        Section 2.10 Other Committees. The chairman of the board of directors or
a majority of the board of directors may designate other committees from among
its members. The committees shall have the powers and duties designated by the
board of directors, except that no committee shall have any power which may not
be granted to an executive committee under the terms of Section 2.10.

        Section 2.11 Chairman of the Board. The board of directors may elect one
of its members chairman of the board of directors. The chairman shall advise and
consult with the board of directors and the officers of the corporation as to
the determination of policies of the corporation, shall preside at all meetings
of the board of directors and of the shareholders, and shall perform such other
functions and responsibilities as the board of directors shall designate from
time to time.

        Section 2.12 Vice-Chairman of the Board. The board of directors may
elect one of its members vice-chairman of the board of directors. The
vice-chairman shall preside at all meetings in the absence of the chairman and
shall perform such other functions and responsibilities as the board directors
may designate from time to time.



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                                  ARTICLE III.
                                    Officers

        Section 3.1 Composition. The officers of this corporation shall consist
of a president, one or more vice-presidents, a secretary-treasurer, each of whom
shall be elected by the board of directors at the annual meeting of the board of
directors. Such other officers and assistant officers and agents as may be
deemed necessary may be elected or appointed by the board of directors, and 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. All officers shall hold their office until the
next annual meeting of the board of directors and until their successors are
elected and qualified, subject to prior death, resignation or removal. Any two
or more offices may be held by the same person, except the offices of president
and secretary-treasurer, except that if all of the issued and outstanding shares
of the corporation is owned of record by one shareholder one person may hold all
or any combination of offices.

        Section 3.2 President. At the request of the chairman of the board of
directors or in the absence of the chairman and vice-chairman, the president
shall preside at meetings of the board of directors and of the shareholders. The
president shall sign such documents and instruments of the corporation as may be
required by the Articles of Incorporation, these Bylaws or by the Act, or as may
be requested by the chief executive officer, and shall perform such other duties
as may be prescribed by the board of directors.

        Section 3.3 Vice-President. The vice-president shall have all of the
powers and perform all of the duties of the president during the absence or
disability of the president, and shall perform such other duties as may be
prescribed by the board of directors. If there shall be more than one
vice-president, the board of directors may designate the order of seniority in
which the vice-presidents shall act.

        Section 3.4 Secretary-Treasurer. The secretary-treasurer shall keep the
minutes and records of all the meetings of the shareholders and directors and
other official business of the corporation. The secretary-treasurer shall give
notice of meetings to the shareholders and directors and shall perform such
other duties as may be prescribed by the board of directors. It shall be the
duty of the secretary-treasurer to receive all moneys and funds of the
corporation and to deposit the same in the name and to the account of the
corporation in the bank or banks designated by the board of directors. The
secretary-treasurer shall keep accurate books of account and shall make reports
of financial transactions of the corporation to the board of directors and shall
perform such other duties as may be prescribed by the board of directors. If the
board of directors elects a vice-president of finance, the financial duties of
the office of secretary-treasurer may rest in that officer.

        Section 3.5 Chief Executive Officer. The board of directors shall
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. In the
absence of a designation of any other officer, the president shall also be the
chief executive officer of the corporation. The chief executive officer shall be
responsible for implementing the policies and goals of the corporation as stated
by the board of directors; shall have general supervision over the property,
business and affairs of the corporation; and shall have authority to hire and
fire personnel and take such other actions as are necessary and appropriate to
implement the policies, goals and directions of the board of directors.

        Section 3.6 Removal. The directors, at any regular meeting or any
special meeting called for that purpose, may remove any officer or agent from
office whenever in its judgment the best interest of the corporation will be
served thereby, provided, however, that no removal shall impair the contract
rights, if any, of the officer removed or of this corporation or of any other
person or entity. Election or appointment of an officer or agent shall not of
itself create contract rights.



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                                   ARTICLE IV.
                           Shares and Other Securities

        Section 4.1 Certificates. All common shares and other securities of this
corporation shall be represented by certificates which shall be signed by the
chairman, vice-chairman, president or a vice-president and the
secretary-treasurer or an assistant secretary of the corporation, and may be
sealed with the seal of the corporation or a facsimile thereof.

        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 shares and other securities of the corporation. The signatures of the
president or a vice-president and the secretary-treasurer 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, and the transfer agent
or registrar is neither the corporation itself nor an employee of the
corporation.

        Section 4.3 Transfer. Title to a certificate and to the interest in this
corporation represented by that certificate can be transferred only: (a) by
delivery of the certificate endorsed either in blank or to a specified person or
(b) by delivery of the certificate and a separate document containing a written
assignment of the certificate or a power of attorney to sell, assign or transfer
the same, either in blank or to a specified person, (c) in both cases signed by
the person appearing by the certificate to be the owner of the interest
represented thereby.

        Section 4.4 Necessity for Registration. Prior to presentment for
registration upon the transfer books of the corporation of a transfer of shares
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, to receive any
notices, 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 otherwise to exercise or enjoy any or all of the rights and powers of
an owner.

        Section 4.5 Closing Transfer Books. For the purpose of determining the
registered owners of shares or other securities entitled to notice of or to vote
at any meeting of the shareholders or any adjournment thereof, or 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
otherwise to 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 board of directors may provide that the transfer books shall be
closed for a stated period of not more than 60 days. If the transfer books shall
be closed for the purpose of determining the registered owners entitled to
notice of or to vote at a meeting of the shareholders or an adjournment thereof,
such books shall be closed for a stated period of not more than 60 days nor less
than 10 days immediately preceding such meeting.

        Section 4.6 Fixing Record Date. In lieu of closing the transfer books,
the board of directors may fix in advance a date as record date for any
determination of registered owners for which the transfer books might have been
closed as provided in Section 4.5.

        Section 4.7 Lost Certificates. In case of the loss or destruction of a
certificate of shares or other security of this corporation, a duplicate
certificate may be issued in its place upon such conditions as the board of
directors shall prescribe.


                                   ARTICLE V.
                                Waiver of Notice

        Whenever any notice is required to be given to any shareholder or
director of the corporation by these Bylaws or the Articles of Incorporation, or
by the Act, a waiver thereof in writing, signed by the person or persons
entitled to the notice, whether before or after the time stated therein, shall
be deemed equivalent to the required notice. Attendance of a director at any
meeting shall constitute a waiver of any notice required for that meeting,


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except where a director attends a meeting for the express purpose of objecting
to the transaction of any business because the meeting is not lawfully called or
convened.


                                   ARTICLE VI.
                  Action Without Meeting: Meetings by Telephone

        Section 6.1 Action Without Meeting. Any action required or permitted to
be taken at a meeting of the shareholders, the directors or a committee of this
corporation, may be taken without a meeting if a consent in writing setting
forth the action so taken shall be signed by all of the shareholders, directors,
or members of the' committee entitled to vote with respect to the action to be
taken. The action shall be effective as of the date on which the last signature
is placed on the consent, or at such earlier time set forth in the consent. The
consent shall have the same force and effect as a unanimous vote of the
shareholders, directors, or committee and may be stated as such in any document.

        Section 6.2 Meetings by Telephone. Members of the board of directors,
any committee designated by the board of directors or the shareholders may
participate in a meeting of the board of directors, the committee or the
shareholders by conference telephone or by similar communications equipment by
means of which all of the persons participating in the meeting can hear each
other at the same time. Participation by such means shall constitute presence in
person at the meeting.


                                  ARTICLE VII.
                          Indemnification and Insurance

        Section 7.1 Definitions. As used in this section:

               (a)  "Director" means any person who is or was a director of
        this corporation and any person who, while a director of the
        corporation, is or was serving at the request of this corporation as a
        director, officer, partner, trustee, employee, or agent of another
        foreign or domestic corporation, partnership, joint venture, trust,
        other enterprise, or employee benefit plan.

               (b)  "Corporation" includes any domestic or foreign predecessor
        entity of a corporation in a merger, consolidation, or other transaction
        in which the predecessor's existence ceased upon consummation of such
        transaction.

               (c)  "Expenses" includes attorneys fees.

               (d)  "Official capacity" means: (i) When used with respect to a
        director, the office of director in the corporation, and (ii) when used
        with respect to a person other than a director as contemplated in
        section 7.10, the elective or appointive office in the corporation held
        by the officer or the employment or agency relationship undertaken by
        the employee or agent in behalf of the corporation, but in each case
        does not include service for any other foreign or domestic corporation
        or any partnership, joint venture, trust, other enterprise, or employee
        benefit plan.

               (e)  "Party" includes a person who was, is, or is threatened to
        be, made a named defendant or respondent in a proceeding.

               (f)  "Proceeding" means any threatened, pending, or completed
        action, suit or proceeding whether civil, criminal, administrative, or
        investigative.

        Section 7.2 Non-Derivative Actions. The corporation shall indemnify any
person made a party to any proceeding (other than a proceeding referred to in
section 7.3) by reason of the fact that he is or was a director against
judgments, penalties, fines, settlements and reasonable expenses actually
incurred by him in connection with such proceeding in accordance with this
Article 7 if:



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               (a)  He conducted himself in good faith, and: (i) In the case of
        conduct in his own official capacity with the corporation, he reasonably
        believed his conduct to be in the corporation's best interests, or (ii)
        in all other cases, he reasonably believed his conduct to be at least
        not opposed to the corporation's best interests; and

               (b)  In the case of any criminal proceeding, he had no reasonable
        cause to believe his conduct was unlawful.

        The termination of any proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, be determinative that the person did not meet the requisite standard of
conduct set forth in this section.

        Section 7.3 Derivative Actions. The corporation shall indemnify any
person made a party to any proceeding by or in the right of the corporation by
reason of the fact that he is or was a director against reasonable expenses
actually incurred by him in connection with such proceeding in accordance with
this Article 7 if he conducted himself in good faith, and:

               (a)  In the case of conduct in his official capacity with the
        corporation, he reasonably believed his conduct to be in its best
        interests; or

               (b)  In all other cases, he reasonably believed his conduct to be
        at least not opposed to its best interests; provided, that no
        indemnification shall be made pursuant to this section in respect of any
        proceeding in which such person shall have been adjudged to be liable to
        the corporation.

        Section 7.4 Improper Personal Benefit. A director shall not be
indemnified under sections 7.2 or 7.3 of this Article in respect of any
proceeding charging improper personal benefit to him, whether or not involving
action in his official capacity, in which he shall have been adjudged to be
liable on the basis that personal benefit was improperly received by him.

        Section 7.5 Successful Defense, Court Order. Unless otherwise limited by
the Articles of Incorporation:

               (a)  A director who has been wholly successful, on the merits or
        otherwise, in the defense of any proceeding referred to in sections 7.2
        or 7.3 shall be indemnified against reasonable expenses incurred by him
        in connection with the proceeding; and

               (b)  A court of appropriate jurisdiction, upon application of a
        director and such notice as the court shall require shall have authority
        to order indemnification in the following circumstances:

                    (1) If the court determines a director is entitled to
               reimbursement under (a) of this subsection, the court shall order
               indemnification in which case the director shall be entitled to
               recover the expenses of securing such reimbursement; or

                    (2) If the court determines that the director is fairly and
               reasonably entitled to indemnification in view of all the
               relevant circumstances, whether or not he has met the standards
               of conduct set forth in sections 7.2 or 7.3 or has been adjudged
               liable under section 7.4, the court may order such
               indemnification as the court shall deem proper, except that
               indemnification with respect to any proceeding referred to in
               section 7.3 and with respect to any proceeding in which liability
               shall have been adjudged pursuant to section 7.4 shall be limited
               to expenses.

        A court of appropriate jurisdiction may be the same court in which the
proceeding involving the director's liability took place.



<PAGE>   8

        Section 7.6 Determination of Right to Indemnification. No
indemnification under section 7.2 or 7.3 shall be made by the corporation unless
authorized in the specific case after a determination that indemnification of
the director is permissible in the circumstances because he has met the standard
of conduct set forth in the applicable subsection. Such determination shall be
made:

               (a)  By the board of directors by a majority vote of a quorum
        consisting of directors not at the time parties to such proceeding; or

               (b)  If such a quorum cannot be obtained, then by a majority vote
        of a committee of the board, duly designated to act in the matter by a
        majority vote of the full board (in which designation directors who are
        parties may participate), consisting solely of two or more directors not
        at the time parties to such proceeding; or

               (c)  In a written opinion by legal counsel other than an
        attorney, or a firm having associated with it an attorney, who has been
        retained by or who has performed services within the past three years
        for the corporation or any party to be indemnified, selected by the
        board of directors or a committee thereof by vote as set forth in
        subsections (a) or (b) of this section 7.6, or if the requisite quorum
        of the full board cannot be obtained therefor and such committee cannot
        be established, by a majority vote of the full board (in which selection
        directors who are parties may participate); or

               (d)  By the shareholders.

        Authorization of indemnification and determination as to reasonableness
of expenses shall be made in the same manner as the determination that
indemnification is permissible, except that if the determination that
indemnification is permissible is made by such legal counsel, authorization of
indemnification and determination as to reasonableness of expenses shall be made
in the manner specified in subsection (c) of this section 7.6 for the selection
of such counsel. Shares held by directors who are parties to the proceeding
shall not be voted on the subject matter under this section.

        Section 7.7 Reimbursement in Advance. Reasonable expenses incurred by a
director who is party to a proceeding shall be paid or reimbursed by the
corporation in advance of the final disposition of such proceeding:

               (a)  After a determination, made in the manner specified by
        section 7.6 that the information then known to those making the
        determination (without undertaking further investigation for purposes
        thereof) does not establish that indemnification would not be
        permissible under sections 7.2 or 73; and

               (b)  Upon receipt by the corporation of:

                    (1) A written affirmation by the director of his good
               faith belief that he has met the standard of conduct necessary
               for indemnification by the corporation as authorized in this
               section; and

                    (2) A written undertaking by or on behalf of the director
               to repay such amount if it shall ultimately be determined that he
               has not met such standard of conduct.

        The undertaking required by subsection (b)(2) of this section 7.7 shall
be an unlimited general obligation of the director but need not be secured and
may be accepted without reference to financial ability to make the repayment.
Payments under this section may be authorized in the manner specified in section
7.6.

        Section 7.8 No Conflict with Law or Articles. No provision for the
corporation to indemnify a director who is made a party to a proceeding, whether
contained in the Articles of Incorporation, the Bylaws, a resolution of
shareholders or directors, an agreement, or otherwise (except as contemplated by
section 7.11), shall be valid unless consistent with the Act, or, to the extent
that indemnity hereunder is limited by the Articles of


<PAGE>   9

Incorporation, consistent therewith. Nothing contained in this section shall
limit the corporation's ability to reimburse expenses incurred by a director in
connection with his appearance as a witness in a proceeding at a time when he
has not been made a named defendant or respondent in the proceeding.

        Section 7.9 Employee Benefit Plans. For purposes of this section, the
corporation shall be deemed to have requested a director to serve an employee
benefit plan where the performance by him of his duties to the corporation also
imposes duties on, or otherwise involves services by, him to the plan or
participants or beneficiaries of the plan; excise taxes assessed on a director
with respect to an employee benefit plan pursuant to applicable law shall be
deemed "fines"; and action taken or omitted by him with respect to an employee
benefit plan in the performance of his duties for a purpose reasonably believed
by him to be in the interest of the participants and beneficiaries of the plan
shall be deemed to be for a purpose which is not opposed to the best interests
of the corporation.

        Section 7.10 Indemnification of Officers, Employees and Agents. Unless
otherwise limited by the Articles of Incorporation:

               (a)   An officer of the corporation shall be indemnified as and
        to the extent provided in section 7.5 for a director and shall be
        entitled to seek indemnification pursuant to section 7.5 to the same
        extent as a director;

               (b)   The corporation may provide indemnification including
        advances of expenses, to an officer, employee, or agent of the
        corporation to the same extent that it may indemnify directors pursuant
        to this Article except that section 7.12 shall not apply to any person
        other than a director; and

               (c)   The corporation, in addition, shall have the power to
        indemnify an officer who is not a director, as well as employees and
        agents of the corporation who are not directors, to such further extent,
        not inconsistent with law, the corporation's Articles of Incorporation,
        nor these Bylaws, by contract or resolution approved by the board of
        directors.

        Section 7.11 Insurance. The corporation may purchase and maintain
insurance on behalf of any person who is, or was a director, officer, employee,
or agent of the corporation or is or was serving at the request of the
corporation as an officer, employee or agent of another corporation,
partnership, joint venture, trust, other enterprise, or employee benefit plan
against any liability asserted against him and incurred by him in any such
capacity or arising out of his status as such, whether or not the corporation
may indemnify him against such liability under the provisions of this Article.

        Section 7.12 Report Regarding Indemnification of Director. Any
indemnification of a director in accordance with this Article, including any
payment or reimbursement of expenses, shall be reported to the shareholders with
the notice of the next shareholders' meeting or prior thereto in a written
report containing a brief description of the proceedings involving the director
being indemnified and the nature and extent of such indemnification.


                                  ARTICLE VIII.
                                 Corporate Seal

        The seal of the corporation shall be circular in form and shall have
inscribed thereon the name of the corporation and the words "Washington" and
"Corporate Seal".


                                   ARTICLE IX.
                                   Amendments

        Unless otherwise provided in the Articles of Incorporation, the Bylaws
of this corporation may be altered, amended or repealed by the directors,
subject to repeal or change by action of the shareholders, at any regular


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meeting or at any special meeting called for that purpose, provided notice of
the proposed change is given in the notice of the meeting or notice thereof is
waived in writing.


                                   ARTICLE X.
                                  Severability

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