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                                     BYLAWS

                                       OF

                               CASCADE CORPORATION

                         (AS AMENDED FEBRUARY 11, 1999)

                                    ARTICLE I

                            NAME AND PRINCIPAL OFFICE

     Section 1. The Name of this corporation is CASCADE CORPORATION, organized
and existing under the laws of the State of Oregon.

     Section 2. The principal office and place of business of the Company shall
be located at Portland, Oregon. The Company may have offices and places of
business at such other places, within or without the State of Oregon, as the
Board of Directors may from time to time determine.

                                   ARTICLE II

                                 CORPORATE SEAL

     The seal of the Company shall be an impression stamp with the following
inscription: CASCADE CORPORATION - Oregon - Corporate Seal. An impression of
said seal so adopted is as shown below.

                                   ARTICLE III

                                  SHAREHOLDERS

     Section 1. The annual meeting of the shareholders shall be held on the
second Thursday in May of each year (except the second Tuesday in May of 1997)
at the principal office of the Company in Portland, Oregon at 10:00 a.m., when
the shareholders shall elect a Board of Directors and transact such other
business as may properly come before the meeting.

     Section 2. Special meetings of the shareholders of the Company shall be
called by the Secretary on the request of the Chairman or on the request in
writing of three Directors, or on demand in writing by shareholders of record
holding not less than


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one-tenth of all shares entitled to vote at such meeting.

     Section 3. 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 10 nor more than 50 days
before the date of the meeting, either personally or by mail, by or at the
direction of the Secretary, or the person or persons calling the meeting, to
each shareholder of record entitled to vote at such meeting. If mailed, such
notice shall be deemed to be delivered when deposited in the United States mail
addressed to the shareholder concerned at his address as it appears on the stock
books of the Company, with postage thereon prepaid.

                                   ARTICLE IV

                                   COMMITTEES

     Section 1. There are hereby established as committees of the Board of
Directors an Audit Committee, a Compensation Committee, and a Nominating and
Governance Committee, each of which shall have the powers and functions set
forth herein, and such additional powers as may be delegated by the Board of
Directors. The size and membership of the committees shall be determined by the
Board of Directors, and, in the case of the Audit and Compensation Committees,
shall be composed solely of Directors independent of management.

     Section 2. The Audit Committee shall select, on behalf of the Company,
independent public accountants to (1) audit the books of account and other
Corporate records; and (2) perform such other duties as the Committee may from
time to time prescribe. The Committee shall transmit financial statements
certified by such independent public accountants to the Board of Directors after
the close of each fiscal year. The Committee shall confer with such accountants
and approve the scope of the audit of the records. The Committee shall have the
power to confer with and direct the officers of the Company to the extent
necessary to review the internal controls, accounting practices, financial
structure and reporting of the Company. From time to time, the Committee shall
report to and advise the Board of Directors concerning the results of its
consultation and review such other matters as the Committee believes merit
review by the Board of Directors.

     Section 3. The Compensation Committee shall fix the compensation of members
of the Board of Directors who are officers and other members of senior
management.

     Section 4. The Nominating and Governance Committee shall consider and make
recommendations to the Board of Directors with respect to the management


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of the Company and the nominations or elections of directors and officers of the
Company. The Committee from time to time shall consider the size and composition
of the Board of Directors and make recommendations to the Board with respect to
such matters.

                                    ARTICLE V

                                    DIRECTORS

     Section 1. The business and affairs of the Company shall be managed by a
Board of not less than nine, nor more than fourteen Directors. Each Director
shall be a Shareholder of the Company and, at the time of election, shall be
under the age of 70 (Directors serving as of February 11, 1999, are exempt from
the age limitation). A Director who ceases to be a Shareholder in the Company
shall likewise cease to be a Director. Commencing with the 1999 Annual Meeting
of Shareholders, nominees for election to the Board of Directors shall be
divided into three groups. The terms of Directors in Group 1 expire at the first
Annual Shareholders' meeting after their election, the terms of Group 2 expire
at the second Annual Shareholders Meeting after their election, and the terms of
Group 3 expire at the third Annual Shareholders' Meeting after their election.
At each Annual Shareholders' Meeting held thereafter, Directors shall be chosen
for a term of three years, to succeed those whose terms expire. Each Director
shall hold office until his or her successor has been elected and qualified.

     Section 2. Any vacancy occurring in the Board of Directors, including any
Directorship to be filled by reason of an increase in the number of Directors,
may be filled by the affirmative vote of the majority of the remaining
Directors, though less than a quorum, of the Board of Directors. Any Director so
elected shall serve until the next annual meeting of shareholders and until his
successor has been elected and has qualified.

     Section 3. A majority of the number of Directors shall constitute a quorum
for the transaction of business at any meeting of the Board of Directors. If any
meeting of the Directors cannot be organized for want of a quorum, a majority of
the Directors there present may adjourn the meeting from time to time without
notice until a quorum shall attend.

     Section 4. The Board of Directors may appoint an Executive Committee
consisting of the President and not less than two other officers of the Company,
to coordinate the Company's operations and to exercise general supervision over
all the property, business and affairs of the Company. The President shall
preside over the Executive Committee, which shall be subject to the authority of
the Board of Directors and the President.


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     Section 5. Immediately after each annual election of Directors, the newly
elected Directors shall meet for the purpose of organization, the election of
officers of the Board of Directors and the transaction of other business. No
notice of such meeting shall be required, and the meeting shall be held at the
same place as the shareholders' meeting unless otherwise designated by the
Chairman.

     Section 6. Special meetings of the Board of Directors shall be called by
the Secretary, when he is requested to do so by the Chairman, upon two days'
notice to each Director. Special meetings shall be called in like manner on the
request of the majority of the members of the Board. Such notice may be by
telephone, telegraph or mail. Special meetings of the Directors may be held at
one time and at any place, without notice, when all members of the Board are
present and consent thereto. The Board of Directors shall meet at such places,
either within or without the State of Oregon, as may be designated in the notice
of the meeting. Any business authorized or required to be transacted by the
Directors may be transacted at any special meeting.

                                   ARTICLE VI

                     COMPENSATION OF DIRECTORS AND OFFICERS

     No officer or Director of the Company shall be entitled to any salary or
other compensation for any services rendered the Company, except when fixed or
otherwise authorized and approved by resolution of the Board of Directors, or
when services are rendered as a consultant to the Corporation under compensation
arrangements approved by the Board of Directors or the President.

                                   ARTICLE VII

                                    OFFICERS

     Section 1. The officers of the Company shall include a Chairman, a
President, one or more Vice Presidents as may from time to time be deemed
advisable by the Board of Directors, a Secretary, a Treasurer and such other
officers as may from time to time be appointed by the Board of Directors.

     Section 2. In case of the absence of any officer of the Company, or for any
other reason that may seem sufficient to the Board, the Board of Directors may
delegate his powers and duties to any other officer or to any Director.

     Section 3. In addition to the specific duties set forth below, the officers
shall have such other authorities and perform such other duties as may elsewhere
in these Bylaws be required of them or that may be usual for their officers or
that may be


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designated by resolution of the Board of Directors.

                                  ARTICLE VIII

                                    CHAIRMAN

     The Chairman shall preside at all meetings of the shareholders and
Directors; he shall be the inspector of all elections of Directors and certify
who are elected; he shall also act as inspector of the voting on any other
matter or resolution unless the meeting appoints special inspectors for such
purposes. The Chairman may also represent the company in any manner requested by
the Board of Directors or the President.

                                   ARTICLE IX

                                    PRESIDENT

     Section 1. The President shall be the chief executive officer and head of
the Company and shall have the general control of its business affairs.

     Section 2. The President may sign, on behalf of the Company, all deeds,
contracts and promissory notes, unless otherwise expressly directed by the Board
of Directors, and shall have general supervision over all the property, business
and interests of the Company as well as over its officers, employees and agents.

     Section 3. The President shall make annual reports showing the condition of
the affairs of the Company, making such recommendations as he thinks proper,
submitting the same to the Board of Directors, and subsequently, to the annual
meeting of the shareholders; and he shall, from time to time, bring before the
Directors such information as may be required touching upon the business and
property of the Company.

                                    ARTICLE X

                                    SECRETARY

     The Secretary shall issue all notices of Directors' and shareholders'
meetings, shall have the charge of the corporate seal and the Company's stock
and minute books, shall countersign all certificates of stocks, bonds, deeds,
mortgages and other documents requiring the seal of the Company, shall affix the
corporate seal to all such documents, shall prepare and issue all certificates
of stock and register and record


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the same in the stock books and shall properly record therein all transfers,
shall produce the stock books whenever required to do so by any shareholder, and
shall prepare and submit at every meeting of the shareholders a certified list
of the shareholders of the Company and of those shareholders entitled to vote at
such meeting, which list shall be prima facie evidence of the right to vote. The
Board of Directors may designate one or more Assistant Secretaries to carry out
the duties of the Secretary until such vacancy is regularly filled as required.

                                   ARTICLE XI

                                    TREASURER

     The Treasurer shall have custody of all funds, securities and other
valuables of the Company that may come into his possession and he shall deposit
the same to the credit of the Company in such banks or depositories as the Board
of Directors may designate. He shall bring to the attention of the Board of
Directors any and all measures which in his judgment are necessary and proper to
be taken for the preservation and renewal of securities in his custody and for
the enforcement of the rights secured thereby and shall render a statement of
the accounts of the Company whenever required by the Board of Directors.

                                   ARTICLE XII

                                      STOCK

     Section 1. Certificates of stock, on a form to be approved by the Board of
Directors, shall be signed by the Chairman, President or any Vice President, and
by the Secretary or an Assistant Secretary, and shall have affixed thereto the
corporate seal. Each certificate shall be numbered in order and shall show on
the face thereof the name of the Company, that it is organized under the laws of
the State of Oregon, the name of the person to whom it is issued, the class and
number of shares represented thereby and the par value of the shares. A stock
book shall be maintained by the Secretary, in which he shall record the name of
each shareholder, the number, certificate number and class of shares held by
him, the dates or issuance and the dates of any transfers of stock.

     Section 2. Shares of stock of the Company shall be transferable only on its
books by the holder thereof in person, or by his attorney duly authorized
thereto in writing, and upon the surrender and cancellation of certificates
therefor duly endorsed.

     Section 3. In case of the loss or destruction of a certificate, another may
be issued in its place upon proof of such loss or destruction satisfactory to
the


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Board of Directors and the giving of such bond or indemnity or other security as
the Board of Directors may require.

                                  ARTICLE XIII

                                 INDEMNIFICATION

     The Company shall indemnify any Director, officer or employee or former
Director, officer or employee of the Company, or any person who may have served
at its request as a Director, officer or employee of another corporation,
partnership, joint venture, or other enterprise, against expenses (including
attorneys fees) judgments, fines and amounts paid in settlement, actually and
necessarily incurred by him in connection with the defense of any action, suit
or proceeding whether civil, criminal or administrative in which he is made a
party by reason of being or having been such Director, officer or employee. Such
indemnification shall not be deemed exclusive of any other rights to which such
Director, officer or employee may be entitled.

     The Company shall also have the authority to indemnify any agent of the
Company or any Trustee acting on behalf of the Company to the fullest extent
possible under the Oregon Business Corporation Act.

                                   ARTICLE XIV

                                   ASSESSMENTS

     A holder of or subscriber to shares of the capital stock of the Company
shall be subject to assessment therefor by the Board of Directors to the extent,
in the aggregate, of the unpaid portion of the subscription price of the shares
so held or subscribed, except as may be limited by law.

                                   ARTICLE XV

                                    DIVIDENDS

     Dividends shall be declared by the Board of Directors in such form, in such
amounts and at such times as the Board of Directors in its sole discretion shall
determine, subject only to the requirements of law, and no dividends shall be
paid or other distribution of earnings made except as directed by the Board of
Directors.


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                                   ARTICLE XVI

                    SIGNING OF CONTRACTS, CHECKS, NOTES, ETC.

     In addition to the authority granted to the President by Article VIII,
Section 2, the Board of Directors may, by resolution, at any time direct in what
manner and by what person or persons, officer or officers all or any of its
contracts, checks, notes, bonds, other evidences of indebtedness or other
written instruments may be executed, and any such authorized execution shall be
deemed the act of the Company.

                                  ARTICLE XVII

                                NOTICE AND WAIVER

     Section 1. Whenever notice is required to be given to any shareholder or
Director, and such notice is given be mail, the time of the giving of such
notice shall be deemed to be the time when the same shall be deposited in the
United States mail addressed to the shareholder or Director at his address as it
appears on the official records of the Company, with postage thereon prepaid.

     Section 2. Whenever any notice is required to be given to any shareholder
or Director of the Company, a waiver thereof in writing signed by the person or
persons entitled to such notice, whether signed before or after the time stated
in such notice, shall be equivalent to the giving of such notice to that person
or persons.

                                  ARTICLE XVIII

                                   AMENDMENTS

     These Bylaws may be altered, amended or repealed and new Bylaws may be
adopted at any regular or special meeting of the Board of Directors by a vote of
the majority of the Directors present at such meeting.


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