Submit the original     CORPORATION DIVISION - BUSINESS REGISTRY
and one true copy          255 Capitol Street NE, Suite 151          THIS SPACE 
$10.00                           Salem, OR 97310-1327                FOR OFFICE
                        (503) 986-2200 Facsimile (503) 378-4381      USE ONLY


REGISTRY NUMBER:                                             FILED 
                                                             MARCH 05 1999
150901-11                                                    Oregon
---------                                                    Secretary of State

                       RESTATED ARTICLES OF INCORPORATION
                              BUSINESS CORPORATION
                    PLEASE TYPE OR PRINT LEGIBLY IN BLACK INK

1.       Name of the corporation prior to amendment:  Centennial Bancorp  
                                                    ----------------------------

2. New name of the corporation (if changed):
                                            ------------------------------------

3. A copy of the restated articles is attached.

4. The date of adoption of the restated articles was February 17, 1999, which
   is the date of adoption of amendments included in the restated articles.

5. Check the appropriate statement(s):

         /x/      The restated articles contain amendments which do not require
                  shareholder approval. These amendments were duly adopted by
                  the board of directors.

         /_/      The restated articles contain amendments which require
                  shareholder approval.  The vote of shareholders was as
                  follows:

------------  --------------  ----------------  ---------------  ---- ----------
  Class or      Number of        Number of         Number of        Number of
  series of      shares        votes entitled        votes            votes
   shares      outstanding       to be cast         cast for       cast against
------------  --------------  ----------------  ---------------  ---------------


------------  --------------  ----------------  ---------------  ---------------

         /_/      The corporation has not issued any shares of stock. 
                  Shareholder action was not required to adopt the restated
                  articles.  The restated articles were adopted by the 
                  incorporators or by the board of directors.

6. Other provisions, if applicable:

Execution: /s/ Michael J. Nysingh    Michael J. Nysingh  Chief Financial Officer
          ----------------------------------------------------------------------
                  Signature            Printed Name                Title

Person to contact about this filing:   Carol Dey Hibbs        (503) 802-2016    
                                      ------------------------------------------
                                            Name            Daytime phone number

MAKE CHECKS PAYABLE TO THE CORPORATION DIVISION OR INCLUDE YOUR VISA OR 
MASTERCARD NUMBER AND EXPIRATION DATE   -  -   -  /  .  SUBMIT THE COMPLETED
FORM AND FEE TO THE ABOVE ADDRESS OR FAX TO (503) 378-4381
                                                                     113 (6/94)


<PAGE>


                       RESTATED ARTICLES OF INCORPORATION
                               CENTENNIAL BANCORP

                                   ARTICLE I.

         The name of the Corporation is Centennial Bancorp and its duration
shall be perpetual.

                                   ARTICLE II.

           The purposes for which the Corporation is organized are:

           (1) To own and hold the capital stocks of state or
federally-chartered banks.

           (2)    To engage in any lawful activity for which a corporation may
                  be organized under ORS Chapter 60.

           (3)    To invest and reinvest all or part of its assets, to the
                  extent permitted by applicable law, now or hereafter existing,
                  in any and all: obligations, loans, notes, bonds, debentures,
                  warrants, certificates or other evidences of indebtedness of
                  any person, firm, partnership, association, corporation,
                  cooperative, trust, business or investment trust, the United
                  States, any foreign country, or of any other state, territory,
                  governmental district agency or municipality thereof; real
                  property, improved or unimproved, of every kind and
                  description and all interests and estates therein of
                  whatsoever nature; personal property, or any interest therein,
                  including but not limited to, contracts, choses in action,
                  rights and powers, all of which may be either negotiable or
                  non-negotiable; securities, common or preferred stocks or
                  certificates (participating, voting or non-voting), of
                  corporations, cooperatives, trusts or business or investment
                  trusts; oil and mineral rights, leases and interests of every
                  kind and description; and every other matter or thing, real,
                  personal or mixed, tangible or intangible, of every kind and
                  description, without limitation except as may be imposed by
                  applicable laws.

           (4)    To manage, sell, convey, transfer, lease, mortgage, divide or
                  subdivide, exchange or otherwise dispose of or deal with, or
                  to improve any and all of its investments and other real and
                  personal property, or any interest therein, and to exercise
                  all rights, privileges and powers with respect to all of such
                  investment, real and personal property, including, but not
                  limited to, voting shares, securities, stocks and certificates
                  and entering into pooling and trust agreements with respect
                  thereto.

           (5)    To purchase, take, receive, lease or otherwise acquire, own,
                  hold, improve, use and deal with personal property, or any
                  interest therein, Which it deems necessary or convenient to
                  operate its business, including, but not limited to,

RESTATED ARTICLES OF INCORPORATION - Page 1

<PAGE>

                  mechanical, electrical and electronic computers and equipment,
                  and data processing and accounting systems, and to mortgage,
                  pledge, sell, convey or otherwise transfer or dispose of such
                  personal property or any interest therein.

           (6)    To acquire by purchase, occupation, lease, gift, exchange, or
                  otherwise, and to hold, occupy, improve, develop, subdivide or
                  partition, lay out, plat, dedicate to public use, use and
                  enjoy, rent, lease, convey, contract to sell, or otherwise
                  dispose of and deal in real property, improved or unimproved,
                  of every kind and description and all interests and estates
                  therein of whatsoever kind or nature, and to erect, occupy,
                  alter, manage, maintain or tear down buildings and structures
                  of every kind and description.

           (7)    To carry on all or any of its operations and business and to
                  exercise all or any of its powers in any of the states,
                  districts, territories or possessions of the United States and
                  in any and all foreign countries, subject to the laws of such
                  states, districts, territories, possessions or countries, and
                  to have one or more offices therein.

           (8)    To make contracts with individuals, partnerships,
                  associations, corporations, other business or commercial
                  entities, governments and governmental agencies, incur
                  liabilities and obligations, borrow or raise moneys at such
                  rates of interest as it may determine, and to draw, discount,
                  make, accept, endorse, execute, issue, transfer and deliver
                  promissory notes, drafts, bills of exchange, warrants, bonds,
                  debentures and other negotiable or non-negotiable instruments
                  and evidences of indebtedness for any of the objects or
                  purposes of the Corporation from time to time, without
                  limitation as to amount, and to secure the payment or
                  performance thereof and of the interest thereon by mortgage
                  upon or pledge, conveyance or assignment in trust of the whole
                  or any part of the property or income of this Corporation and
                  to sell, pledge or otherwise dispose of such bonds or other
                  obligations of this Corporation for its corporate purposes,
                  and to make gifts of its property and assets for educational,
                  scientific, charitable, religious, civic and public welfare
                  purposes.

           (9)    To lend money, assets or credit for its corporate purposes
                  and, at its option, to take and hold real and personal
                  property, tangible or intangible, and choses in action, as
                  security for the payment of assets and credit so loaned.

           (10)   To assume, give assurances, and guarantee the obligations and
                  liabilities, contractual or otherwise, of other persons, for
                  its corporate purposes.

           (11)   To acquire and pay for in cash, shares or other securities, or
                  property of this Corporation or otherwise, the good will,
                  rights, assets, and property, and to undertake or assume the
                  whole or any part of the obligations or liabilities of any
                  person, firm, trust, association or corporation.


RESTATED ARTICLES OF INCORPORATION - Page 2
<PAGE>

           (12)   To take, receive or acquire by way of purchase, gift,
                  compromise or discharge of claims or indebtedness or
                  otherwise, hold, own, pledge, transfer or otherwise dispose of
                  its own shares and its other securities as long as it shall
                  not purchase, either directly or indirectly, its own shares in
                  violation of the laws of the State of Oregon.

           (13)   To enter joint enterprises and to become a member of any
                  lawful associations or organizations for the conduct,
                  proposition and pursuit of any of the purposes herein
                  enumerated and to promote corporations and other organizations
                  to be organized for any legal purpose.

           (14)   In addition to the business, objects and purposes herein set
                  forth, to do anything necessary, suitable, useful, expedient
                  or convenient for the carrying on of any said businesses, or
                  purposes, or for the exercise of any power, herein set forth,
                  or which at any time shall appear to be beneficial to this
                  corporation in connection therewith, or for the performance of
                  any or all acts expressly or impliedly authorized or required
                  under applicable laws; and to do any and all of the things
                  herein set forth either alone or jointly with others, and
                  either as principal for its own account, or as agent, trustee,
                  contractor, broker, factor or otherwise, and to the same
                  extent as fully as a natural person might or could do in the
                  State of Oregon, or elsewhere.

         The several clauses contained in the statement of purposes shall be
construed both as purposes and powers, and the statements contained in each
clause, except where otherwise expressed, shall in no way be limited or
restricted by reference to, or inference from, the terms of any other clauses,
but shall be regarded as independent purposes and powers. This Corporation shall
have all the powers now or hereafter conferred by the laws of the State of
Oregon and of any other state or country in which it may be operating, whether
or not such powers be enumerated in these Articles of Incorporation. The
business or purpose of this Corporation is from time to time to do any one or
more of the acts and things herein set forth. The enumeration of specific powers
and purposes shall not be held to limit or restrict in any manner any powers or
purposes of this Corporation. In the event that a court of competent
jurisdiction should determine that any portion of any Article or part thereof is
unlawful or unenforceable, such portion shall be deemed severable from the
remainder of such Article or part thereof, and the remainder shall remain in
full force and effect.

                                  ARTICLE III.

         The total number of shares of all classes of stock which the
Corporation shall have authority to issue is sixty million shares divided into
three classes, as follows:

         Five million shares of voting preferred stock, without par value
(hereinafter sometimes referred to as "Voting Preferred Stock");


RESTATED ARTICLES OF INCORPORATION - Page 3
<PAGE>

         Five million shares of preferred stock, without par value, without
voting rights, except with respect to voting rights in the event of a default in
the payment of any dividend or with respect to any provisions granting the right
to consent to the issuance of a different series of Preferred Stock which would
materially or adversely affect the rights, preferences or powers of such
issuance (hereinafter sometimes referred to as "Non-voting Preferred Stock");
and

         Fifty million shares of common stock, without par value (hereinafter
sometimes referred to as "Common Stock").

                                   ARTICLE IV.

         The Board of Directors is expressly authorized to adopt, from time to
time by resolution, the designation of one or more series of Voting Preferred
Stock, or one or more series of Non-voting Preferred Stock, fixing and
determining the relative rights and preferences thereof. The authority of the
Board of Directors to designate the relative rights and preferences between
series of Voting or Non-voting Preferred Stock shall include the following:

           (1)    The rate of dividend.

           (2)    Whether the shares can be redeemed and, if so, the redemption
                  price and the terms and conditions of redemption.

           (3)    The amount payable upon the shares in the event of voluntary
                  or involuntary liquidation.

           (4)    Sinking fund provisions, if any, for the redemption or
                  purchase of the shares.

           (5)    The terms and conditions, if any, on which the shares may be
                  converted.

                                   ARTICLE V.

         Subject to any rights to receive dividends to which the holders of the
shares of Voting or Non-voting Preferred Stock may be entitled, the holders of
shares of Common Stock shall be entitled to receive dividends, if and when
declared, payable from time to time by the Board of Directors, from any funds
legally available therefor.

         Except as provided by law or these Articles of Incorporation with
respect to voting by class, each outstanding share of Common Stock and each
outstanding share of Voting Preferred Stock of the Corporation shall entitle the
holder thereof to one vote on each matter submitted to a vote at a meeting of
the shareholders.


RESTATED ARTICLES OF INCORPORATION - Page 4
<PAGE>

                                   ARTICLE VI.

         The shareholders of the Corporation shall have no preemptive right to
acquire shares of the Corporation which would otherwise be available to the
shareholders pursuant to ORS 60.

                                  ARTICLE VII.

         In furtherance and addition to, and not in limitation of the powers
conferred on directors by law, the Board of Directors is expressly authorized:

           (1)    To manage the business and affairs of this Corporation and to
                  appoint and remove all officers, agents, fiduciaries,
                  employees, contractors, counsel, auditors and others and to
                  fix their compensation.

           (2)    To exercise all powers conferred on this Corporation and all
                  powers necessary or proper to carry out the purposes of this
                  Corporation which are not expressly reserved to shareholders
                  by statute or these Articles of Incorporation and Amendments
                  thereto.

           (3)    To adopt, alter, amend or repeal the By-Laws of this
                  Corporation except as the By-Laws may otherwise provide.

           (4)    To fix the compensation of Directors.

           (5)    To authorize or cause to be executed mortgages, liens and
                  encumbrances upon the real and personal property of this
                  Corporation.

           (6)    To set apart out of any of the net profits arising from the
                  business of this Corporation a reserve or reserves for any
                  proper purpose or to abolish any such reserve in the manner in
                  which it was created.

           (7)    To fill any vacancy on the Board of Directors occurring by
                  reason of death, removal, inability to serve or resignation of
                  a Director, or by reason of an increase in the number of
                  Directors, by the affirmative vote of a majority of the
                  remaining Directors.

           (8)    To provide generally or specifically for the designation of
                  two or more Directors to constitute an Executive Committee,
                  which committee may have and may exercise all the authority of
                  the Board of Directors in the management of this Corporation,
                  excepting only the authority to amend the Articles of
                  Incorporation, adopt a plan of merger or consolidation;
                  recommend to the shareholders the sale, lease, exchange,
                  mortgage, pledge or other disposition of all or substantially
                  all the property and assets of this Corporation other than in
                  the usual course of business; recommend to the shareholders a


RESTATED ARTICLES OF INCORPORATION - Page 5
<PAGE>

                  voluntary dissolution of the Corporation or a revocation
                  thereof; or amending the By-Laws of this Corporation.

           (9)    To distribute assets of this Corporation to the shareholders
                  in partial liquidation out of stated capital or capital
                  surplus, in cash or property, in its discretion, if such
                  distribution is otherwise consistent with laws of the State of
                  Oregon.

           (10)   To create and issue (whether or not in connection with the
                  issuance and sale of any of this Corporation's shares or other
                  securities or obligations) warrants, rights, options or other
                  obligations convertible into, exchangeable for or entitling
                  the holder thereof to purchase from this Corporation, shares
                  of any class or classes of stock. Such warrants, rights,
                  options or other obligations shall be evidenced in such manner
                  as the Board of Directors shall approve and shall set forth
                  the terms on which, the time or times within which, and the
                  price or prices at which such shares may be purchased from the
                  Corporation upon the exercise of any such warrants, rights,
                  options or other obligations. The price or prices to be
                  received for any shares, to be issued upon the exercise of
                  such warrants, rights, options or other obligations shall not
                  be less than the par value thereof. In the absence of fraud in
                  the transaction, the judgment of the Board of Directors as to
                  the value of the consideration received for such warrants,
                  rights, options or other obligations or the shares underlying
                  them shall be conclusive.

           (11)   To issue authorized, but unissued, shares of this Corporation
                  at such times, on such terms and for such type and amount of
                  consideration, not less than the par value thereof if such
                  shares have a par value, as the Board of Directors may
                  determine, and the judgment of the Board of Directors as to
                  the judgment of the consideration received shall be conclusive
                  in the absence of fraud in the transaction.

           (12)   To purchase, take, receive or otherwise acquire, hold, own,
                  pledge, sell, transfer or otherwise assign shares, securities
                  or other obligations of this Corporation (whether issued,
                  unissued, or treasury shares or securities, and whether in
                  connection with the issuance and sale of any stock,
                  obligations or other securities of this Corporation or
                  otherwise) at such times, on such terms, and for such
                  consideration, whether less than the par value thereof or not,
                  as the Board of Directors shall deem adequate.

           (13)   To purchase shares or other securities of this Corporation
                  without limitation for the purpose of eliminating fractional
                  shares, collecting or compromising indebtedness of this
                  Corporation, paying dissenting shareholders entitled to
                  payment for their shares under the laws of the State of
                  Oregon, or for effecting, subject to the laws of the State of
                  Oregon, the retirement of redeemable shares of this
                  Corporation by redemption or by purchase.

RESTATED ARTICLES OF INCORPORATION - Page 6
<PAGE>

                                  ARTICLE VIII.

         (1)  Non-Derivative Actions.

         Subject to the provisions of Sections (3) and (6) below, the
corporation shall indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative, or investigative,
(including all appeals) (other than an action by or in the right of the
corporation) by reason of or arising from the fact that the person is or was a
director or officer of the corporation or one of its subsidiaries, or is or was
serving at the request of the corporation as a director, officer, partner, or
trustee of another foreign or domestic corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise, against reasonable expenses
(including attorney's fees), judgments, fines, penalties, excise taxes assessed
with respect to any employee benefit plan and amounts paid in settlement
actually and reasonably incurred by the person to be indemnified in connection
with such action, suit or proceeding if the person acted in good faith, did not
engage in intentional misconduct, and, with respect to any criminal action or
proceeding, did not know the conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith or, with respect to any
criminal action or proceeding, that the person knew that the conduct was
unlawful.

         (2)  Derivative Actions.

         Subject to the provisions of Sections (3) and (6) below, the
corporation shall indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action or suit
(including all appeals) by or in the right of the corporation to procure a
judgment in its favor by reason of or arising from the fact that the person is
or was a director or officer of the corporation or one of its subsidiaries, or
is or was serving at the request of the corporation as a director, officer,
partner, or trustee of another foreign or domestic corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise, against
reasonable expenses (including attorneys' fees) actually incurred by the person
to be indemnified in connection with the defense or settlement of such action or
suit if the person acted in good faith; provided, however, that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable for deliberate
misconduct in the performance of that person's duty to the corporation, for any
transaction in which the person received an improper personal benefit, for any
breach of the duty of loyalty to the Corporation, or for any distribution to
shareholders which is unlawful under applicable Oregon law, unless and only to
the extent that the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the court shall deem proper.

RESTATED ARTICLES OF INCORPORATION - Page 7
<PAGE>


         (3)  Determination of Right To Indemnification in Certain Cases.

         Subject to the provisions of Section (5) and (6) below, indemnification
under Sections (1) and (2) of this Article shall not be made by the corporation
unless it is expressly determined that indemnification of the person who is or
was an officer or director, or is or was serving at the request of the
corporation as a director, officer, partner, or trustee of another foreign or
domestic corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise, is proper in the circumstances because the person has met
the applicable standard of conduct set forth in Sections (1) or (2) That
determination may be made by any of the following:

                  (a) By the Board of Directors by majority vote of a quorum
         consisting of directors who are not or were not parties to the action,
         suit or proceeding;

                  (b) If a quorum cannot be obtained under paragraph (a) of this
         subsection, by majority vote of a committee duly designated by the
         Board of Directors consisting solely of two or more directors not at
         the time parties to the proceeding (directors who are parties to the
         proceeding may participate in designation of the committee);

                  (c) By special legal counsel selected by the Board of
         Directors or its committee in the manner prescribed in (a) or (b) or,
         if a quorum of the Board of Directors cannot be obtained under (a) and
         a committee cannot be designated under (b) the special legal counsel
         shall be selected by majority vote of the full Board of Directors,
         including directors who are parties to the proceeding;

                  (d)      By the shareholders; or

                  (e)      By a court of competent jurisdiction.

         (4) Indemnification of Persons other than Officers or Directors.

         Subject to the provisions of Section (6), in the event any person not
included with the group of persons referred to or in Sections (1) and (2) of
this Article was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding of a type referred
to in Sections (1) or (2) of this Article by reason of or arising from the fact
that such person is or was an employee or agent (including an attorney) of the
corporation or one of its subsidiaries, or is or was serving at the request of
the corporation as an employee or agent (including an attorney) of another
foreign or domestic corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise, the Board of Directors of the corporation by a
majority vote of a quorum (whether or not such quorum consists in whole or in
part of directors who were parties to such action, suit or proceeding) or the
stockholders of the corporation by a majority vote of the outstanding shares,
may, but shall not be required to, grant to such person a right of
indemnification to the extent described in Sections (1) or (2) of this Article
as if the person were an officer or director referred to therein, provided that
such person meets the applicable standard of conduct set forth in such Sections.


RESTATED ARTICLES OF INCORPORATION - Page 8
<PAGE>

Furthermore, the Board of Directors may designate by resolution in advance of
any action, suit or proceeding, those employees or agents (including attorneys)
who shall have all rights of indemnification granted to officers and directors
under this Article.

         (5)  Successful Defense.

         Notwithstanding any other provision of Sections (1), (2), (3) or (4) of
this Article, but subject to the provisions of Section (6), to the extent a
director, officer, employee or agent (including an attorney) is successful on
the merits or otherwise in defense of any action, suit or proceeding referred to
in Sections (1), (2) or (4) of this Article, or in defense of any claim, issue
or matter therein, that person shall be indemnified against expenses (including
attorneys fees) actually and reasonably incurred by him in connection therewith.

         (6)  Condition Precedent to Indemnification Under Sections (1), (2)
              or (4).
              
         Any person who desires to receive the benefits otherwise conferred by
Sections (1), (2) or (4) of this Article shall promptly notify the corporation
that the person has been named a defendant to an action, suit or proceeding of a
type referred to in Sections (1), (2) or (4) and intends to rely upon the right
of indemnification described in Sections (1), (2) or (4) of this Article. The
notice shall be in writing and mailed, via registered or certified mail, return
receipt requested, to the President of the corporation at the executive offices
of the corporation or, in the event the notice is from the President, to the
registered agent of the corporation. Failure to give the notice required hereby
shall entitle the Board of Directors of the corporation by a majority vote of a
quorum (consisting of directors who, insofar as indemnity of officers or
directors is concerned, were not parties to such action, suit or proceeding, but
who, insofar as indemnity of employees or agents is concerned, may or may not
have been parties) or the stockholders of the corporation by a majority of the
votes entitled to be cast by holders of shares of the corporation's stock which
have unlimited voting rights of the corporation to make a determination that
such a failure was prejudicial to the corporation in the circumstances and that,
therefore, the right to indemnification referred to in Sections (1), (2) or (4)
of this Article shall be denied in its entirety or reduced in amount.

         (7) Advances for Expenses.

         Expenses incurred by a person indemnified hereunder in defending a
civil, criminal, administrative or investigative action, suit or proceeding
(including all appeals) or threat thereof, may be paid by the corporation in
advance of the final disposition of such action, suit or proceeding upon receipt
of an undertaking by or on behalf of such person to repay such expenses if it
shall ultimately be determined that the person is not entitled to be indemnified
by the corporation and a written affirmation of the person's good faith belief
that he or she has met the applicable standard of conduct. The undertaking must
be a general personal obligation of the party receiving the advances but need
not be secured and may be accepted without reference to financial ability to
make repayment.


RESTATED ARTICLES OF INCORPORATION - Page 9
<PAGE>

         (8) 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 one of its subsidiaries or is or was serving at the request of the
corporation as a director, officer, partner, trustee, employee or agent of
another foreign or domestic corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise against any liability asserted against
and incurred by that person in any such capacity, or arising out of his status
as such, whether or not the corporation would have the power to indemnify that
person against such liability under the provisions of this Article or under
applicable Oregon law.

         (9) Purpose and Exclusivity.

         The indemnification referred to in the various Sections of this Article
shall be deemed to be in addition to and not in lieu of any other rights to
which those indemnified may be entitled under any statute, rule of law or
equity, agreement, vote of the stockholders or Board of Directors or otherwise.
The corporation is authorized to enter into agreements of indemnification. The
purpose of this Article is to augment the provisions of applicable Oregon law
dealing with indemnification.

         (10) Severability.

         If any of the provisions of this Article are 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.

                                   ARTICLE IX.

         In construing these Articles, it is understood that if the context so
requires, the masculine pronoun shall be taken to mean and include the feminine.

                                   ARTICLE X.

         No director of the corporation shall be personally liable to the
corporation or its stockholders for monetary damages for conduct as a director,
except that this provision shall not eliminate or limit the liability of a
director for any act or omission occurring prior to the date of adoption of this
Article and that this provision shall not eliminate or limit the liability of a
director for (a) any breach of the director's duty of loyalty to the corporation
or its stockholders; (b) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law; (c) any distribution to
shareholders which is unlawful under Oregon law; or (d) any transaction from
which the director derived an improper personal benefit. No amendment to or
repeal of this Article shall apply to or have any effect on the liability or
alleged liability of any director of the corporation for or with respect to any
acts or omissions prior to such amendment or repeal.


RESTATED ARTICLES OF INCORPORATION - Page 10
<PAGE>

         If Oregon law is amended to authorize the further elimination or
limitation of the liability of directors, then the liability of a director of
the corporation shall be eliminated or limited to the fullest extent permitted
by Oregon law, as so amended.



RESTATED ARTICLES OF INCORPORATION - Page 11