<PAGE>

                                   Exhibit 3.2

                           AMENDMENT OF THE BY-LAWS OF
                                 CASCADE BANCORP

ARTICLE II

DIRECTORS

SECTION 2. Number of classification and nominations 2nd paragraph, 1st sentence

The Board of Directors shall consist of 8 members who shall serve until their
successors shall be elected and qualified.

"There shall be (3) classes of directors to be known as Class A, Class B, and
Class C, respectively, with two (2) directors in Class A, three (3) directors in
Class B, and three (3) directors in Class C."

Amended November 15, 1999


<PAGE>

                           AMENDMENT OF THE BY-LAWS OF
                                 CASCADE BANCORP

ARTICLE II

DIRECTORS

SECTION 2. Number of classification and nominations 2nd paragraph, 1st sentence

The Board of Directors shall consist of 9 members who shall serve until their
successors shall be elected and qualified.

"There shall be (3) classes of directors to be known as Class A, Class B, and
Class C, respectively, with three (3) directors in Class A, three (3) directors
in Class B, and three (3) directors in Class C."

Amended August 17, 1998


<PAGE>

                           AMENDMENT OF THE BY-LAWS OF
                                 CASCADE BANCORP

ARTICLE II

DIRECTORS

SECTION 2. Number of classification and nominations 2nd paragraph, 1st sentence

The Board of Directors shall consist of 8 members who shall serve until their
successors shall be elected and qualified.

"There shall be (3) classes of directors to be known as Class A, Class B, and
Class C, respectively, with three (3) directors in Class A, three (3) directors
in Class B, and two (2) directors in Class C."

Amended August 21, 1995


<PAGE>

                           AMENDMENT OF THE BY-LAWS OF
                                 CASCADE BANCORP

ARTICLE II

DIRECTORS

SECTION 15. Directors Mandatory Retirement Age

"No person who is age 70 or older may serve on the Board of Directors of the
Corporation; provided, however, that a director who turns age 70 during his or
her term as director may continue to hold office until the expiration of such
director's term; provided further that this Section 15 shall not apply to
persons who were both age 70 and a director of the Corporation as of June 1,
1995."

Amended May 15, 1995


<PAGE>

                           AMENDMENT OF THE BY-LAWS OF
                                 CASCADE BANCORP

ARTICLE I

SECTION 1.        ANNUAL MEETINGS

     The annual meeting of the shareholders shall be held within 120 days of the
end of the Corporation's fiscal year, the date, time and place of which shall be
specified annually by the Board of Directors. At the annual meeting the
shareholders shall elect directors, consider reports of the affairs of the
Corporation and transact such other business as may properly be brought before
the meeting.

Amended March 20, 1995


<PAGE>

                           AMENDMENT OF THE BY-LAWS OF
                                 CASCADE BANCORP

ARTICLE II

DIRECTORS

SECTION 2. Number of classification and nominations 2nd paragraph, 1st sentence

The Board of Directors shall consist of (9) members who shall serve until their
successors shall be elected and qualified.

"There shall be (3) classes of directors to be known as Class A, Class B, and
Class C, respectively, with three (3) directors in Class A, three (3) directors
in Class B, and three (3) directors in Class C."

Amended March 8, 1993


<PAGE>

                           AMENDMENT OF THE BY-LAWS OF
                                 CASCADE BANCORP

ARTICLE II

DIRECTORS

SECTION 2. Number of classification and nominations 2nd paragraph, 1st sentence

"There shall be (3) classes of directors to be known as Class A, Class B, and
Class C, respectively, with two (2) directors in Class A, two (2) directors in
Class B, and three (3) directors in Class C."

Amended April 4, 1991


<PAGE>

                                     BYLAWS
                                       OF
                                 CASCADE BANCORP

                                TABLE OF CONTENTS
                                -----------------

<TABLE>
<CAPTION>

ARTICLE I.        SHAREHOLDERS:  MEETING AND VOTING
<S>                                                                                                              <C>
         Section 1.        ANNUAL MEETINGS........................................................................1
         Section 2.        SPECIAL MEETINGS ......................................................................1
         Section 3.        NOTICE OF MEETINGS.....................................................................2
                  (a)(1)   Annual Meetings........................................................................2
                     (2)   Special Meetings ......................................................................2
                  (b).............................................................................................3
                  (c).............................................................................................3
         Section 4.        VOTING RIGHTS..........................................................................3
         Section 5.        QUORUM.................................................................................3
                  (a).............................................................................................3
                  (b).............................................................................................4
                  (c).............................................................................................4
         Section 6.        VOTING OF SHARES CERTAIN HOLDERS.......................................................4
                  (a).............................................................................................4
                  (b).............................................................................................4
                  (c).............................................................................................5
         Section 7.        PROXIES................................................................................5
         Section 8.        STOCKHOLDER LISTS......................................................................5

ARTICLE II. DIRECTORS
         Section 1.        POWERS.................................................................................6
         Section 2.        NUMBER CLASSIFICATION AND NOMINATIONS..................................................6
         Section 3.        VACANCIES..............................................................................7
                  (a).............................................................................................7
                  (b).............................................................................................7
                  (c).............................................................................................8
                  (d).............................................................................................8
         Section 4.        REMOVAL OF DIRECTORS...................................................................8
         Section 5.        ANNUAL MEETING OF DIRECTORS............................................................8
         Section 6.        SPECIAL MEETINGS.......................................................................8
         Section 7.        QUORUM AND VOTE........................................................................9
         Section 8.        COMPENSATION...........................................................................9
         Section 9.        DUTIES AND EMPLOYMENT..................................................................9
         Section 10.       INVESTMENTS............................................................................9
         Section 11.       OTHER DUTIES OF DIRECTORS.............................................................10

<PAGE>

         Section 12.       TRANSACTIONS WITH DIRECTORS...........................................................10
                  (a)............................................................................................10
                  (b)............................................................................................11
                  (c)............................................................................................11
                  (d)............................................................................................11
         Section 13.       OFFICIAL COMMUNICATIONS FROM REGULATORY AGENCIES......................................11
         Section 14.       CHAIRMAN OF THE BOARD.................................................................12

ARTICLE III.      OFFICERS
         Section 1.        OFFICERS..............................................................................12
         Section 2.        TERM OF OFFICE........................................................................12
         Section 3.        DUTIES OF PRESIDENT...................................................................13
         Section 4.        DUTIES OF VICE PRESIDENT..............................................................13
         Section 5.        DUTIES OF SECRETARY...................................................................13
         Section 6.        ASSISTANTS............................................................................13

ARTICLE IV.       COMMITTEES
         Section 1.        COMMITTEES............................................................................14
         Section 2.        AUTHORITY OF COMMITTEE................................................................14
                  (a)............................................................................................14
                  (b)............................................................................................14
                  (c)............................................................................................14
                  (d)............................................................................................14
                  (e)............................................................................................14
                  (f)............................................................................................15
                  (g)............................................................................................15
                  (h)............................................................................................15
         Section 3.        ABOLITION OF COMMITTEES...............................................................15

ARTICLE V.                 CORPORATE RECORDS

         Section 1.        INSPECTION............................................................................15
         Section 2.        BYLAWS................................................................................16
         Section 3.        CHECKS, DRAFTS, ETC...................................................................16
         Section 4.        EXECUTION OF DOCUMENTS................................................................16

ARTICLE VI.       CERTIFICATES AND TRANSFER OF SHARES
         Section 1.        SHARES OF STOCK.......................................................................17
         Section 2.        STOCK CERTIFICATES....................................................................17
         Section 3.        STOCK TRANSFERABLE ONLY UPON BOOKS....................................................18
         Section 4.        LOST CERTIFICATE......................................................................19
         Section 5.        TRANSFER AGENTS AND REGISTRARS........................................................19
         Section 6.        CLOSING STOCK TRANSFER BOOKS..........................................................19

<PAGE>

ARTICLE VII.      INDEMNIFICATION
         Section 1.        AUTHORITY TO INDEMNIFY................................................................20
                  (a)............................................................................................20
                           (1)...................................................................................20
                           (2)...................................................................................20
                           (3)...................................................................................20
                  (b)............................................................................................21
                           (1)...................................................................................21
                           (2)...................................................................................21
                  (c)............................................................................................21
         Section 2.        MANDATORY INDEMNIFICATION.............................................................21
         Section 3.        ADVANCE FOR EXPENSES..................................................................22
                  (a)............................................................................................22
                           (1)...................................................................................22
                           (2)...................................................................................22
                  (b)............................................................................................22
         Section 4.        COURT-ORDERED INDEMNIFICATION.........................................................22
                  (a)............................................................................................23
                  (b)............................................................................................23
         Section 5.        DETERMINATION AND AUTHORIZATION OF INDEMNIFICATION....................................23
                  (a)............................................................................................24
                  (b)............................................................................................24
                  (c)............................................................................................24
                  (d)............................................................................................24
         Section 6.        INSURANCE.............................................................................25
         Section 7.        INDEMNIFICATION PROVISIONS NOT EXCLUSIVE..............................................25

ARTICLE VIII.     GENERAL PROVISIONS
         Section 1.        SEAL..................................................................................26
         Section 2.        AMENDMENT OF BYLAWS...................................................................26
                  (a)............................................................................................26
                  (b)............................................................................................26
         Section 3.        WAIVER OF NOTICE......................................................................26
         Section 4.        MEETINGS BY TELEPHONE CONFERENCE......................................................26
         Section 5.        ACTION WITHOUT A MEETING..............................................................27
         Section 6.        LIABILITY OF OFFICERS FOR DISALLOWED EXPENSES.........................................27

</TABLE>


<PAGE>

                                     BYLAWS

                                       OF

                                 CASCADE BANCORP

                                    ARTICLE I

                        SHAREHOLDERS: MEETING AND VOTING

Section 1. ANNUAL MEETINGS

     The annual meeting of the shareholders shall be held in March on such date
and at such time and place as is specified by the Board of Directors. At the
annual meeting the shareholders shall elect directors, consider reports of the
affairs of the corporation and transact such other business as may properly be
brought before the meeting.

Section 2. SPECIAL MEETINGS

     Special meetings of shareholders may be called by the President or by a
resolution of the Board of Directors! or upon the written request of
shareholders of at least ten percent (10%) of all votes entitled to be cast on
any issue proposed to be considered at the special meeting. All special meetings
shall be held in the state of Oregon. No business other than that specified in
said notice shall be transacted at any special meeting, unless all shareholders
of the corporation are present either in person or by proxy, and not less than
two-thirds (2/3) of all stock shall consent thereto.


Page 1. BYLAWS

<PAGE>

Section 3. NOTICE OF MEETINGS

         (a) (1) ANNUAL MEETINGS. Written or printed notice stating the place,
date, day and hour of the annual meeting shall be delivered not less than ten
(10) nor more than sixty (60) days before the date of the meeting, either
personally or by mail, by or at the direction of the President, the Secretary,
or the officer or persons calling the meeting, to each shareholder of record
entitled to vote at the meeting. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail, addressed to the shareholder
at his address as it appears on the stock transfer books of the corporation,
with postage thereon prepaid.

     (2) SPECIAL MEETINGS. Written or printed notice stating the place, day and
hour, and purpose or purposes of each special meeting shall be delivered not
less than ten (10) nor more than sixty (60) days before the date of the meeting,
either personally or by mail, by or at the direction of the President, the
Secretary, or the officer or persons calling the meeting, to each shareholder of
record entitled to vote at the meeting. If mailed, such notice shall be deemed
to be delivered when deposited in the United States mail, addressed to the
shareholder at his address as it appears on the stock transfer books of the
corporation, with postage thereon prepaid.


Page 2. BYLAWS

<PAGE>

     (b) When a meeting is adjourned for thirty (30) days or more, or when a
predetermination of the persons entitled to receive notice of the reconvening of
an adjourned meeting is required by law, notice of the reconvening of an
adjourned meeting shall be given as for an original meeting. In all other cases
no notice of the adjournment or of the business to be transacted at the
reconvening of the adjourned meeting need be given other than by announcement at
the meeting at which such adjournment is taken.

     (c) The presence of any shareholder, either in person or by proxy, at any
meeting of the shareholders shall constitute a waiver of notice of such meeting.

Section 4. VOTING RIGHTS

     At all meetings of the shareholders each shareholder shall be entitled to
one vote for each share of stock standing in his name at the time of such
meeting.

Section 5. QUORUM

     (a) At any meeting of the shareholders, the holders of a majority of the
shares entitled to vote being present in person or represented by proxy shall
constitute a quorum for the transaction of business. The shareholders present at
a duly organized meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of enough shareholders to leave less than a
quorum.


Page 3. BYLAWS

<PAGE>

     (b) In the absence of a quorum, a majority of those present in person or
represented by proxy may adjourn the meeting from time to time until a quorum
shall attend. Any business which might have been transacted at the original
meeting may be transacted at the adjourned meeting if a quorum exists.

     (c) The vote of a majority of the shareholders present either in person or
by proxy and entitled to vote at any duly authorized meeting shall decide any
question unless the vote of a greater number is required by law or the Articles
of Incorporation.

Section 6. VOTING OF SHARES BY CERTAIN HOLDERS

     (a) Shares held by an administrator, executor, guardian or conservator may
be voted by him, either in person or by proxy, without a transfer of such shares
into his name. Shares standing in the name of a trustee may be voted by him
either in person or by proxy, but no trustee shall be entitled to vote shares
held by him without a transfer of such shares into his name.

     (b) Shares standing in the name of a receiver may be voted by such
receiver, and shares held by or under the control of a receiver may be voted
by such receiver without the transfer thereof into his name if authority so
to do be contained in an appropriate order of the court by which such
receiver was appointed.

Page 4. BYLAWS
<PAGE>

     (c) A shareholder whose shares are pledged shall be entitled to vote such
shares until his shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred
unless there is an agreement to the contrary.

Section 7. PROXIES

     Every shareholder entitled to vote or to execute any waiver or consent may
do so either in person or by written proxy duly executed and filed with the
Secretary of the corporation. No proxy shall be valid after eleven (11) months
from the date of its execution, unless otherwise provided in the proxy.

Section 8. STOCKHOLDER LISTS

     After fixing a record date for a meeting, the officer or agent having
charge of the transfer books of the corporation shall prepare an alphabetical
list of the names of all its shareholders who are entitled to notice of a
shareholders' meeting. The list must be arranged by voting group, and within
each voting group, by class or series of shares, and show the address of and
number of shares held by each shareholder. The shareholders' list shall be
available for inspection by any shareholder, beginning two (2) business days
after notice of the meeting is given for which the list was prepared and
continuing through the meeting, at the corporation's principal office or at a
place identified in


Page 5. BYLAWS

<PAGE>

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,
the shareholder's agent or attorney will be entitled to inspect the list at Any
time during the meeting or any adjournment.

                                   ARTICLE II

                                    DIRECTORS

Section 1. POWERS

     The business of this corporation shall be managed by the Board of
Directors.

Section 2. NUMBER CLASSIFICATION AND NOMINATIONS

     The Board of Directors shall consist of seven (7) members, who shall serve
until their successors shall be elected and qualified.

     There shall be three (3) classes of directors to be known as Class A, Class
B and Class C, respectively, with three (3) directors in Class A, two (2)
directors in Class B and two (2) directors in Class C. The term of office of the
initial Class A directors shall expire at the first annual meeting following
their election; the term of office of the initial Class B directors shall expire
at the second annual meeting following their election; and the term of office of
the initial Class C directors shall expire at the third annual meeting following
their election. At each annual meeting thereafter a number of directors equal to
the number


Page 6. BYLAWS
<PAGE>

of directors in the class whose terms expire at the time of such meeting shall
be elected to hold office for a term of three years. At any meeting of
shareholders, the nomination of candidates for directors shall not be allowed
from the floor. Any shareholder owning outstanding capital stock of the
corporation on the record date for a particular meeting may nominate a candidate
or candidates for director by serving written notice on the corporation of such
nomination not less than ten (10) days prior to the scheduled date of the
shareholder meeting at which directors are to be elected. Such notice shall
contain the name(s) of the nominee and information as to the nominee's
background and experience that would qualify the nominee to serve as a director.

Section 3. VACANCIES

     (a) A vacancy in the Board of Directors shall exist upon the death,
resignation or removal of any director. Vacancies in the Board of Directors may
be filled by a majority of the remaining directors. Each director so elected
shall hold office for the balance of the unexpired term of his predecessor and
until his qualified successor is elected and accepts office.


     (b) Any directorship to be filled by reason of an increase in the
authorized number of directors may be filled by an affirmative vote of the
majority of the directors at that time in office. The first such additional
director


Page 7. BYLAWS
<PAGE>

shall serve in Class B and the second such director shall serve in Class C.
Thereafter any additional directors elected by reason of an increase in the
authorized number shall be allocated evenly among all three classes of directors
starting with Class A.

     (c) The shareholders may at any time elect a director to fill any vacancy
not filled by the Board of Directors.

     (d) If the Board of Directors accepts the resignation of a director
tendered to take effect at a future time, a successor may be elected to take
office when the resignation becomes effective.

Section 4. REMOVAL OF DIRECTORS

     All or any number of the directors may be removed from office with or
without cause by a majority vote of the shareholders at a special meeting called
for that purpose.

Section 5. ANNUAL DIRECTORS' MEETING

     Within one week following the annual shareholders' meeting the Directors
shall meet for the purpose of organization and election of executive officers
hereinafter specified.

Section 6. SPECIAL MEETINGS

     Special meetings of the Board of Directors may be held from time to time
upon the call of the President, Vice President or Secretary or upon call of not
less than one-half of the duly elected, qualified and acting directors. Notice


Page 8. BYLAWS
<PAGE>

of such meeting shall be given by the person or persons calling same, by mail
not later than two (2) days before the time for such meeting, or in person not
later than twenty-four hours before the time fixed for such meeting. The
presence or consent of any director shall constitute a waiver of the notice of
such meeting.

Section 7. QUORUM AND VOTE

     A majority of the Board as it exists at any time shall constitute a quorum
for the transaction of business. Less than a quorum may adjourn until the next
meeting.

Section 8. COMPENSATION

     By resolution of the Board of Directors, the directors may be paid their
expenses, if any, of attendance at each meeting of the Board of Directors, and
may be paid a fixed sum for attendance at each meeting of the Board of
Directors, or a stated salary as director. No such payment shall preclude any
director from serving the corporation in any other capacity and receiving
compensation therefor.

Section 9. DUTIES AND EMPLOYMENT

     The Board of Directors shall authorize the employment and prescribe the
duties of all officers of the corporation.

Section 10. INVESTMENTS

     The funds of the corporation shall be invested pursuant to law and in such
manner and upon such security as the Board of Directors may determine.


Page 9. BYLAWS

<PAGE>

Section 11. OTHER DUTIES OF DIRECTORS

     The Board of Directors shall have power to establish rules and regulations
and fix the hours for the transaction of business, prescribe the form of books
or accounts to be used, and the general or particular manner in which the
business and affairs of the corporation shall be conducted. The manner of
conducting business and all books, accounts, and records shall conform to the
provisions of the law, and to the rules, regulations, and instructions issued by
any applicable federal or state agency having the authority to regulate the
corporation.

Section 12. TRANSACTIONS WITH DIRECTORS

     (a) Any contract or other transaction or determination between the
corporation and one or more of the directors or between the corporation and
another party in which one or more of the directors are interested, shall be
valid, notwithstanding the presence or participation of such director or
directors in a meeting of the Board of Directors which acts upon or in reference
to such contract, transaction or determination, if the fact of such interest
shall be disclosed or known to the Board of Directors and it shall authorize or
approve such contract, transaction or determination by a vote of a majority of
the disinterested directors present and entitled to vote.


Page 10. BYLAWS
<PAGE>

     (b) A director or directors interested in a contract, transaction or
determination may be counted in determining whether a quorum is present at any
meeting, but shall not be entitled to vote on such contract, transaction or
determination and shall not be counted in determining the number of directors
constituting the majority necessary to carry such vote.

     (c) If not authorized or approved by a majority of the disinterested
directors as provided above, such contract, transaction or determination shall
nevertheless be valid if ratified or approved by a vote of the shareholders.
Such interested director or directors shall not be disqualified from voting as
shareholders for ratification or approval of such contract, transaction or
determination.

     (d) This section shall not invalidate any contract, transaction or
determination which would otherwise be valid under applicable law.

Section 13. OFFICIAL COMMUNICATIONS FROM REGULATORY AGENCIES

     Every official communication directed by any regulatory agency to the
corporation or to any officer of the corporation relating to an investigation or
examination conducted by such agency or containing suggestions or
recommendations as to the conduct of the business of the corporation, shall be
submitted by the officer receiving it to the Board of Directors at the next
meeting of the Board and duly noted in


Page 11. BYLAWS
<PAGE>

the minutes of the meeting of the Board in the manner prescribed by the agency.
The record of the meeting shall also show any action taken by the Board in
response to the communication. The communication, or the record of the meeting
referring to the communication, shall be signed by each director present at the
meeting at which the communication is received.

Section 14. CHAIRMAN OF THE BOARD

     The Board of Directors shall elect from among them a Chairman, who shall
not be an officer of the corporation, and a Vice-Chairman who may be an officer
of the corporation. The Chairman, and in his absence, the Vice-Chairman, shall
preside at all meetings of the Board.

                                   ARTICLE III

                                    OFFICERS

Section 1. OFFICERS

     The officers of this corporation shall be a President; one or more Vice
Presidents; a Secretary, Assistant Secretary; and such other officers as may be
appointed by the Board of Directors from time to time.

Section 2. TERM OF OFFICE

     Any vacancies occurring in any of the said offices shall be filled by the
Board of Directors. All officers shall be appointed to hold their offices at
the pleasure of the Board of Directors.


Page 12. BYLAWS
<PAGE>

Section 3. DUTIES OF PRESIDENT

     It shall be the duty of the President to preside at all meetings of the
shareholders. He shall be the chief executive officer of the corporation and
shall perform all such other duties as the Board of Directors may from time to
time prescribe, or as may be required by law.

Section 4. DUTIES OF VICE PRESIDENT

     The Vice President shall perform the duties of the President in case of his
absence, disqualification, or inability, and such other duties as the Board of
Directors may prescribe from time to time, or as may be required by law.

Section 5. DUTIES OF SECRETARY

     The Secretary shall keep a complete record of the proceedings of all
shareholders' and directors' meetings. He shall have the custody of the
corporate seal and shall attest the signature of the corporation and affix the
seal when required to do so in the usual course of business and pursuant to law.
He shall perform all such other duties as the Board of Directors may from time
to time prescribe, or as may be required by law.

Section 6. ASSISTANTS

     The Board of Directors may appoint or authorize the appointment of
assistants to any officer. Such assistants


Page 13. BYLAWS
<PAGE>

may exercise the power of such officer and shall perform such duties as are
prescribed by the Board of Directors.

                                   ARTICLE IV

                                   COMMITTEES

Section 1. COMMITTEES

     The Board of Directors may, by resolution adopted by a majority of the
number of directors fixed by the Bylaws, appoint such committees as the Board
may determine. These committees shall in each case consist of not less than two
(2) directors and shall have such powers and duties as shall from time to time
be prescribed by the Board of Directors.

Section 2. AUTHORITY OF COMMITTEES

     The committees established by the Board of Directors, to the extent
provided by resolution, shall have and may exercise all the authority of the
Board in the management of the corporation, but no committee shall have the
authority of the Board to:

     (a)  Authorize distributions;

     (b)  Approve or propose to shareholders actions that require approval by
the shareholders;

     (c)  Fill vacancies on the Board of Directors or on any of its committees;

     (d)  Amend articles of incorporation;

     (e)  Adopt, amend or repeal the Bylaws;


Page 14. BYLAWS
<PAGE>

     (f)  Approve a plan of merger not requiring shareholder approval;

     (g)  Authorize or approve reacquisition of shares, except according to a
formula or method prescribed by the Board of Directors; or

     (h) Authorize or approve the issuance or sale or contract for sale of
shares, or determine the designation and relative rights, preferences and
limitations of a class or series of shares, except that the Board of Directors
may authorize a committee or a senior executive officer of the corporation to do
so within limits specifically prescribed by the Board of Directors.

Section 3. ABOLITION OF COMMITTEES

     Any committee established by the Board of Directors may, by resolution
adopted by a majority of the number of directors fixed by the Bylaws, be
abolished at any time by the Board for any reason and the committee's functions
delegated elsewhere. Any member of any committee shall hold office on such
committee solely at the pleasure of the Board of Directors.

                                    ARTICLE V

                                CORPORATE RECORDS

Section 1. INSPECTION

     The Board of Directors, from time to time, shall determine whether and to
what extent and at what times and


Page 15. BYLAWS
<PAGE>

places and under what conditions and regulations the accounts and books of the
corporation or any of them, except the stock book, shall be opened to the
inspection of the shareholders, and no shareholder shall have any right to
inspect the books or documents of the corporation except as conferred by
statute, or as authorized by the Board of Directors.

Section 2. BYLAWS

     The original or a copy of the Bylaws and any amendments thereto, certified
by the Secretary, shall be open to inspection by the shareholders and directors
in the manner and to the extent required by law.

Section 3. CHECKS, DRAFTS, ETC.

     All checks, drafts or other orders for payment of money, notes or other
evidences of indebtedness, issued in the name or payable to the corporation,
shall be signed or endorsed by such person or persons and in such manner as
shall be determined from time to time by resolution of the Board of Directors.
But before the corporation shall be liable upon any obligation that does not
arise in the ordinary course of business as a current transaction, the same must
be authorized by a resolution of the Board of Directors.

Section 4. EXECUTION OF DOCUMENTS

     The Board of Directors may, except as otherwise provided in the Bylaws,
authorize any officer or agent to enter into any contract or execute any
instrument in the name of and on


Page 16. BYLAWS
<PAGE>

behalf of the corporation. Such authority may be general or confined to specific
instances. Unless so authorized by the Board of Directors, no officer, agent or
employee shall have any power or authority to bind the corporation by any
contract or engagement, or to pledge its credit, or to render it liable for any
purpose or for any amount.

                                   ARTICLE VI

                       CERTIFICATES AND TRANSFER OF SHARES

Section 1. SHARES OF STOCK

     The shares of stock shall be represented by stock certificates, signed by
the President or Vice President, and Secretary or Assistant Secretary, with the
corporate seal affixed. Each stock certificate shall state upon the face thereof
that it is transferable only on the books of the corporation.

Section 2. STOCK CERTIFICATES

     Certificates of stock shall be numbered and registered in the order in
which they are issued. All certificates shall be issued in consecutive order and
the name and address of the person owning the shares therein represented, the
number of shares represented thereby and the date of the issuance thereof shall
be entered upon the stock records of the Corporation. All certificates exchanged
or returned to the corporation shall be marked "cancelled", the date of
cancellation shall be noted thereon by the Secretary and the


Page 17. BYLAWS
<PAGE>

certificate shall thereupon be retained in the stock records of the Corporation.

Section 3. STOCK TRANSFERABLE ONLY UPON BOOKS

     The shares of stock of this 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.

     As a condition to the transfer of shares in the stock transfer books of the
corporation, the corporation shall have the right to demand from any shareholder
requesting a transfer sufficient evidence to the corporation to assure itself
that the shareholder requesting the transfer has complied with all prior notice
requirements, if any, imposed by regulatory agencies which supervise the
corporation. In particular, but without limitation, the corporation can, as a
condition to transfer, require sufficient evidence to indicate to its
satisfaction shareholder compliance, if applicable, with the prior notification
requirements of the Change in Bank Control Act of 1978 and the Bank Holding
Company Act of 1956, as amended.

     Before the corporation purchases or redeems any shares of its common stock,
the appropriate officer(s) of the corporation shall, if applicable, have the
corporation comply with the prior notice requirements regarding certain


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purchases or redemptions as set forth in Regulation Y at 12 C.F.R. 225.4, which
requires the corporation to provide at least sixty (60) days' prior notice, if
generally, any purchase or redemption of its equity securities equals or exceeds
ten percent (10%) of the corporation's consolidated net worth.

Section 4. LOST CERTIFICATE

     If any certificate is accidently destroyed or lost, the Secretary may upon
satisfactory proof of such destruction or loss, and the receipt of satisfactory
indemnity from the shareholder, authorize the issuance of a new certificate.

Section 5. TRANSFER AGENTS AND REGISTRARS

     The Board of Directors may from time to time appoint one or more specific
transfer agents and one or more registrars for the shares of the corporation who
shall have such powers and duties as the Board of Directors shall specify.

Section 6. CLOSING STOCK TRANSFER BOOKS

     The Board of Directors may close the transfer books for a period not
exceeding sixty (60) days nor less than ten (10) days preceding any annual or
special meeting of the shareholders or the day appointed for the payment of a
dividend.


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                                   ARTICLE VII

                                 INDEMNIFICATION

Section 1. AUTHORITY TO INDEMNIFY

     (a) Except as provided below, the corporation shall indemnify an individual
made a party to a proceeding because the individual is or was a director or
officer against liability incurred in the proceeding if:

          (1)  The conduct of the individual was in good faith;

          (2)  The individual reasonably believed that the individual's conduct
               was in the best interest of the corporation, or at least not
               opposed to its best interests; and

          (3)  In the case of any criminal proceeding, the individual had no
               reasonable cause to believe the individual's conduct was
               unlawful. A director's or officer's conduct with respect to an
               employee benefit plan for a purpose the director or officer
               reasonably believed to be in the interests of the participants in
               and beneficiaries of the plan is conduct that satisfies the
               requirement of paragraph (2) above. The termination of a
               proceeding by judgment, order, settlement, conviction or upon a
               plea of nolo contendere or its equivalent is not, of itself,
               determinative that the director or officer did not meet


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               the standard of conduct described in this paragraph (a) above.

     (b)  The corporation may not indemnify a director or officer:

          (1)  In connection with a proceeding by or in the right of the
               corporation in which the director or officer was adjudged liable
               to the corporation; or

          (2)  In connection with any other proceeding charging improper
               personal benefit to the director or officer in which the director
               or officer was adjudged liable on the basis that personal benefit
               was improperly received by the director or officer.

     (c) Indemnification permitted under this Section 1 in connection with a
proceeding by or in the right of the corporation is limited to reasonable
expenses incurred in connection with the proceeding.

Section 2. MANDATORY INDEMNIFICATION

     The corporation shall indemnify a director or officer who was wholly
successful, on the merits or otherwise, in the defense of any proceeding to
which the director or officer was a party because of being a director or officer
of the corporation against reasonable expenses incurred by the director or
officer in connection with the proceeding.


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Section 3. ADVANCE FOR EXPENSES

     (a) The corporation may pay for or reimburse the reasonable expenses
incurred by a director or officer who is a party to a proceeding in advance of
final disposition of the proceeding if:

          (1)  The director or officer furnishes the corporation a written
               affirmation of the director's or officer's good faith belief that
               the director or officer has met the standard of conduct described
               in Section 1 above; and

          (2)  The director or officer furnishes the corporation a written
               undertaking, executed personally or on the director's or
               officer's behalf, to repay the advance if it is ultimately
               determined that the director or officer did not meet the standard
               of conduct.

     (b) The undertaking must be an unlimited general, obligation of the
director or officer but need not be secured and may be accepted without
reference to financial ability to make repayment.

Section 4. COURT-ORDERED INDEMNIFICATION

     A director or officer of the corporation who is a party to a proceeding may
apply for indemnification to the court conducting the proceeding or to another
court of competent jurisdiction. On receipt of an application, the court after


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giving any notice the court considers necessary may order indemnification if it
determines:

     (a) The director or officer is entitled to mandatory indemnification as
provided by Section 2 above, in which case the court shall also order the
corporation to pay the director's or officer's reasonable expenses incurred to
obtain court-ordered indemnification; or

     (b) The director or officer is fairly and reasonably entitled to
indemnification in view of all the relevant circumstances, whether or not the
director or officer met the standard of conduct set forth in Section 1 above or
was adjudged liable as described in Section 1, whether the liability is based on
a judgment, settlement or proposed settlement or otherwise.

Section 5. DETERMINATION AND AUTHORIZATION OF INDEMNIFICATION

     The corporation may not indemnify a director or officer unless authorized
in the specific case after a determination has been made that indemnification of
the director or officer is permissible in the circumstances because the director
or officer has met the standard of conduct set forth in Section 1 above.

     A determination that indemnification of a director or officer is
permissible shall be made:


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     (a) By the Board of Directors by a majority vote of a quorum consisting of
directors not at the time parties to the proceeding;

     (b) If a quorum cannot be obtained under paragraph (a) above, by a 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. However,
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 paragraph (a) or (b) above, if a quorum of
the Board of Directors cannot be obtained under paragraph (a) above and a
committee cannot be designated under paragraph (b) above, the special legal
counsel shall be selected by majority vote of the full Board of Directors,
including directors who are parties to the proceeding; or

     (d) By the shareholders.

     Authorization of indemnification and evaluation as to reasonableness of
expenses shall be made in the same manner as the determination that
indemnification is permissible, expect that if the determination is made by
special legal counsel, authorization of indemnification and evaluation as to
reasonableness of expenses shall be made by those entitled under paragraph (c)
above to select counsel.


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Section 6. INSURANCE

     The corporation may purchase and maintain insurance on behalf of an
individual against liability asserted against or incurred by the individual who
is or was a director or officer of the corporation or who, while a director or
officer of the corporation, 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. The corporation may purchase and maintain the
insurance even if the corporation has no power to indemnify the individual
against the same liability under Section 1 or 2 above.

Section 7. INDEMNIFICATION PROVISIONS NOT EXCLUSIVE

     The indemnification and provisions for advancement of expenses provided in
this Article VII shall not be deemed exclusive of any other rights to which
directors may be entitled under the corporation's articles of incorporation or
these Bylaws, any agreement, general or specific action of the Board of
Directors, vote or shareholders or otherwise, and shall continue as to a person
who has ceased to be a director and shall inure to the benefit of the heirs,
executors and administrators of such a person.


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                                  ARTICLE VIII

                               GENERAL PROVISIONS

Section 1. SEAL

     The corporate seal shall be circular in form, and shall have inscribed
thereon the name of the corporation and the state of its incorporation.

Section 2. AMENDMENT OF BYLAWS

     (a) Except as otherwise provided by law, the Board of Directors may amend
or repeal these Bylaws or adopt new Bylaws by vote of a majority of their
number.

     (b) Whenever an amendment of new Bylaws is adopted, it shall be copied in
the minute book with the original Bylaws in the appropriate place. If any bylaw
is repealed, the fact of repeal and the date on which the repeal occurred shall
be stated in such book and place.

Section 3. WAIVER OF NOTICE

     Whenever any notice to any shareholder or director is required by law, the
Articles of Incorporation or the Bylaws, a waiver of notice in writing signed at
any time by the person entitled to notice shall be equivalent to the giving of
the notice.

Section 4. MEETINGS BY TELEPHONE CONFERENCE


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     The Board of Directors or any committee designated by the Board may hold
any meeting of the Board or committee by means of conference telephone or
similar communications equipment that allows all persons participating in the
meeting to hear each other. Participation in such a meeting constitutes presence
in person at the meeting.

Section 5. ACTION WITHOUT A MEETING

     Any action which the law, the Articles of Incorporation or the Bylaws
require or permit the shareholders or directors to take at a meeting may be
taken without a meeting only if a consent in writing setting forth the action so
taken is signed by all of the shareholders or directors entitled to vote on the
matter. The consent, which shall have the same effect as a unanimous vote of the
shareholders or directors shall be filed in the records of minutes of the
corporation.

Section 6. LIABILITY OF OFFICERS FOR DISALLOWED EXPENSES

     Any payments to an officer of the corporation such as salary, commission,
bonus, interest, rent or entertainment expense incurred by him which shall be
disallowed in whole or in part as a deductible expense by the Internal Revenue
Service, shall be reimbursed by such officer of the corporation to the
corporation to the full extent of such disallowance. It shall be the duty of the
directors, as a Board, to enforce payment by the officer. Subject to the
determination of the directors, proportionate amounts may be


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withheld from his future compensation payments until the amount owed to the
corporation has been recovered.

          ADOPTED this 22nd day of June, 1990.

                                                  /s/ Patricia L. Moss

                                                  -----------------------------,
                                                  Secretary

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