<PAGE>

                                    BYLAWS

                                      OF

                            OLYMPIC FINANCIAL LTD.


                                   ARTICLE 1
                            OFFICES, CORPORATE SEAL

   Section 1.1 REGISTERED AND OTHER OFFICES.  The registered office of the 
Corporation in Minnesota shall be that set forth in the Articles of 
Incorporation or in the most recent amendment of the Articles of 
Incorporation or statement of the Board of Directors filed with the Secretary 
of State of Minnesota changing the registered office in the manner prescribed 
by law.  The Corporation may have such other offices, within or without the 
State of Minnesota, as the Board of Directors shall, from time to time, 
determine.

   Section 1.2 CORPORATE SEAL.  If so directed by the Board of Directors by 
resolution, the Corporation may use a corporate seal.  The failure to use 
such seal, however, shall not affect the validity of any documents executed 
on behalf of the Corporation.  The seal need only include the word "seal", 
but it may also include, at the discretion of the Board, such additional 
wording as is permitted by law.

   Section 1.3 ARTICLES OF INCORPORATION.  In the event of any conflict or 
inconsistency between these Bylaws, or any amendment thereto, and the 
Articles of Incorporation or any amendment thereto, whenever adopted, the 
Articles of Incorporation shall govern.

                                   ARTICLE 2
                           MEETINGS OF SHAREHOLDERS

   Section 2.1 TIME AND PLACE OF MEETINGS.  Regular or special meetings of 
the shareholders, if any, shall be held on the date and at the time and place 
fixed by the Chief Executive Officer, the Chairman of the Board, or the 
Board, except that a regular or special meeting called by, or at the demand 
of a shareholder or shareholders, pursuant to Minnesota Statutes, Section 
302A.431, Subd. 2, shall be held in the county where the principal executive 
office is located.

   Section 2.2 REGULAR MEETINGS.  At any regular meeting of the shareholders, 
there shall be an election of qualified successors for directors who serve 
for an indefinite term or whose terms have expired or are due to expire 
within six months after the date of the meeting.  Any business appropriate 
for action by the shareholders may be transacted at a regular meeting.  No 
meeting shall be considered a regular meeting unless specifically designated 
as such in the notice of meeting or unless all the shareholders are present 
in person or by proxy and none of them objects to such designation.  Regular 
meetings may be held no more frequently than once per year.

                                      1

<PAGE>

   Section 2.3 DEMAND BY SHAREHOLDERS.  Regular or special meetings may be 
demanded by a shareholder or shareholders, pursuant to the provisions of 
Minnesota Statutes, Sections 302A.431, Subd. 2, and 302A.433, Subd. 2, 
respectively.  If a regular meeting of shareholders has not been held during 
the immediately preceding fifteen (15) months, a shareholder or shareholders 
holding three (3) percent or more of the voting power of all shares entitled 
to vote may demand a regular meeting of shareholders by written notice of 
demand given to the Chief Executive Officer or the Chief Financial Officer of 
the Corporation.  A shareholder or shareholders holding ten (10) percent or 
more of the voting power of all shares entitled to vote may demand a special 
meeting of shareholders by written notice of demand given to the Chief 
Executive Officer or Chief Financial Officer of the Corporation and 
containing the purposes of the meeting.  Within thirty (30) days after 
receipt of the demand by one of those officers, the Board shall cause a 
special meeting of shareholders to be called and held on notice no later than 
ninety (90) days after receipt of the demand, all at the expense of the 
Corporation.  If the Board fails to cause a special meeting to be called and 
held as required by this subdivision, the shareholder or shareholders making 
the demand may call the meeting by giving notice as required by Minnesota 
Statutes, Section 302A.435, all at the expense of the Corporation.  The 
business transacted at a special meeting is limited to the purposes stated in 
the notice of the meeting.  Any business transacted at a special meeting that 
is not included in those stated purposes is voidable by or on behalf of the 
Corporation, unless all of the shareholders have waived notice of the meeting 
in accordance with Minnesota Statutes, Section 302A.435.

   Section 2.4 QUORUM; ADJOURNED MEETINGS.  The holders of a majority of the 
voting power of the shares entitled to vote at a meeting constitute a quorum 
for the transaction of business; said holders may be present at the meeting 
either in person or by proxy.  If a quorum is present when a duly called or 
held meeting is convened, the shareholders present may continue to transact 
business until adjournment, even though withdrawal of shareholders originally 
present leaves less than the proportion or number otherwise required for a 
quorum.  In case a quorum shall not be present in person or by proxy at a 
meeting, those present in person or by proxy may adjourn to such day as they 
shall, by majority vote, agree upon, and a notice of such adjournment shall 
be mailed to each shareholder entitled to vote at least five (5) days before 
such adjourned meeting.  If a quorum is present in person or by proxy, a 
meeting may be adjourned from time to time without notice, other than 
announcement at the meeting.  At adjourned meetings at which a quorum is 
present in person or by proxy, any business may be transacted at the meeting 
as originally noticed.

   Section 2.5 VOTING.  At each meeting of the shareholders, every 
shareholder having the right to vote shall be entitled to vote either in 
person or by proxy.  Unless otherwise provided by the Articles of 
Incorporation or a resolution of the Board of Directors filed with the 
Secretary of State, each shareholder shall have one vote for each share held. 
 Upon demand of any shareholder, the vote upon any question before the 
meeting shall be by ballot.

   Section 2.6 NOTICE OF MEETINGS.  Notice of all meetings of shareholders 
shall be given to every holder of voting shares, except where the meeting is 
an adjourned meeting and the date, time and place of the meeting were 
announced at the time of adjournment.  Notice of regular 

                                      2

<PAGE>

meetings of shareholders shall be given at least fourteen (14), but not more 
than sixty (60) days before the date of the meeting.  Notice of special 
meetings of shareholders may be given upon not less than ten (10) nor more 
than sixty (60) days, except that written notice of meeting at which an 
agreement of merger or exchange is to be considered shall be given to all 
shareholders, whether entitled to vote or not, at least fourteen (14) days 
prior thereto.  Every notice of any special meeting shall state the purpose 
or purposes for which the meeting has been called, and the business 
transacted at all special meetings shall be confined to the purpose stated in 
the call, unless all of the shareholders are present in person or by proxy 
and none of them objects to consideration of a particular item of business.

   Section 2.7 WAIVER OF NOTICE.  A shareholder may waive notice of any 
meeting of shareholders.  A waiver of notice by a shareholder entitled to 
notice is effective whether given before, at or after the meeting and whether 
given in writing, orally or by attendance.

   Section 2.8  NOTICE OF SHAREHOLDER BUSINESS

   (A)   REGULAR MEETINGS OF SHAREHOLDERS.

   (1)   The proposal of business, except nominations of persons for election 
to the Board of Directors of the Corporation, to be considered by the 
shareholders at a regular meeting of shareholders may be made by any 
shareholder of the Corporation who is entitled to vote at the meeting and who 
complies with the notice procedures set forth in clause (2) of this paragraph 
(A) of this Bylaw and who was a shareholder of record at the time such notice 
is delivered to the Secretary of the Corporation.

   (2)   For business, except nominations of persons for election to the 
Board of Directors of the Corporation, to be properly brought before a 
regular meeting by shareholder pursuant to Paragraph (A) (1) of this Bylaw 
the shareholder must have given timely notice thereof in writing to the 
Secretary of the Corporation.  To be timely, a shareholder's notice shall be 
delivered to the Secretary at the principal executive office of the 
Corporation not less than sixty (60) days nor more than ninety (90) days 
prior to the first anniversary of the preceding year's annual meeting; 
provided, however, that in the event that the date of the annual meeting is 
advanced by more than thirty (30) days or delayed by more than sixty (60) 
days from such anniversary date, notice by the shareholder to be timely must 
be so delivered not earlier than the ninetieth (90th) day prior to such 
annual meeting and not later than the close of business on the later of the 
sixtieth (60th) day prior to such annual meeting or the tenth (10th) day 
following the day on which public announcement of the date of such meeting is 
first made.  Such shareholder's notice shall set forth (a) as to any 
business, except for nominations of persons for election to the Board of 
Directors of the Corporation, that the stockholder proposes to bring before 
the meeting, a brief description of the business desired to be brought before 
the meeting, the reasons for conducting such business at the meeting and any 
material interest in such business of such shareholder and the beneficial 
owner, if any, on whose behalf the proposal is made and (b) as to the 
shareholder giving the notice and the beneficial owner, if any, on whose 
behalf the nomination or proposal is made (i) the name and address of 

                                      3

<PAGE>

such shareholder, as they appear on the Corporation's books, and of such 
beneficial owner and (ii) the class and number of shares of the Corporation 
which are owned beneficially and of record by such shareholder and such 
beneficial owner.

   (B) SPECIAL MEETINGS OF SHAREHOLDERS.  Only such business shall be 
conducted at a special meeting of shareholders as shall have been brought before
the meeting pursuant to the Corporation's notice of meeting pursuant to Section 
2.6 of these Bylaws.

   (C) GENERAL.

   (1) Only such business shall be conducted at a meeting of shareholders as 
shall have been brought before the meeting in accordance with the procedures 
set forth in this Bylaw.  Except as otherwise provided by law, the Articles 
of Incorporation or these Bylaws, the chairman of the meeting shall have the 
power and duty to determine whether any business proposed to be brought 
before the meeting was made in accordance with the procedures set forth in 
this Bylaw, and, if any proposed business is not in compliance with this 
Bylaw, to declare that such defective proposal shall be disregarded.

   (2) For purposes of this Bylaw, "public announcement" shall mean 
disclosure in a press release reported by the Dow Jones News Service, 
Associated Press or comparable national news service or in a document 
publicly filed by the Corporation with the Securities and Exchange Commission 
pursuant to Section 13, 14 or 15(d) of the Exchange Act.

   (3) Notwithstanding the foregoing provisions of this Bylaw, a shareholder 
shall also comply with all applicable requirements of the Exchange Act and 
the rules and regulations thereunder with respect to the matters set forth in 
this Bylaw.  Nothing in this Bylaw shall be deemed to affect any rights of 
shareholders to request inclusion of proposals in the Corporation's proxy 
statement pursuant to Rule 14a-5 under the Exchange Act.

   Section 2.9 AUTHORIZATION WITHOUT A MEETING.  Any action required or 
permitted to be taken at a meeting of the shareholders may be taken without a 
meeting as authorized by law.

   Section 2.10  RECORD DATE.  The Board of Directors may fix a time, not 
exceeding sixty (60) days preceding the date of any meeting of shareholders, 
as a record date for the determination of the shareholders entitled to notice 
of and to vote at such meeting, notwithstanding any transfer of shares on the 
books of the Corporation after any record date so fixed.  The Board of 
Directors may close the books of the Corporation against the transfer of 
shares during the whole or any part of such period.  If the Board of 
Directors fails to fix a record date for the determination of the 
shareholders entitled to notice of and to vote at any meeting of the 
shareholders, the record date shall be the twentieth (20th) day preceding the 
date of such meeting.

                                      4

<PAGE>

                                 ARTICLE 3
                                 DIRECTORS

   Section 3.1 GENERAL.  The business and affairs of the Corporation shall be 
managed by or shall be under the direction of the Board of Directors.

   Section 3.2 NUMBER, QUALIFICATIONS AND TERM OF OFFICE.  The Board of 
Directors shall consist of four (4) persons.  The Board of Directors may, 
however, increase the number of directors and fill the vacancy or vacancies 
created thereby.  If the number of directors has been increased by the Board 
of Directors as provided herein, then at the next succeeding meeting of 
shareholders at which directors are elected, the number of directors to be 
elected shall be such increased number.  Directors need not be shareholders.  
Each of the directors shall hold office until the regular meeting of the 
shareholders next held after his election, until his successor shall have 
been elected and shall qualify, or until he shall resign or shall have been 
removed as hereinafter provided.  No person (other than a person nominated by 
or on behalf of the Board) shall be eligible for election as a director at 
any annual or special meeting of shareholders unless a written request that 
his or her name be placed in nomination is received from a shareholder of 
record by the Secretary of the Corporation not less than sixty (60) days 
prior to the date fixed for the meeting, together with the written consent of 
such person to serve as a director.

   Section 3.3 BOARD MEETINGS; PLACE AND NOTICE.  Meetings of the Board of 
Directors may be held from time to time at any place within or without the 
State of Minnesota that the Board of Directors may designate.  In the absence 
of designation by the Board of Directors, Board meetings shall be held at the 
principal executive office of the Corporation, except as may be otherwise 
unanimously agreed orally or in writing or by attendance,  Special or regular 
meetings of the Board of Directors may be called by the Chairman of the 
Board, the Chief Executive Officer, or the Chief Financial Officer, upon not 
less than twenty-four (24) hours notice.  Any director may call a Board 
meeting by giving not less than five (5) business days notice to all 
directors of the date and time of the meeting.  The notice need not state the 
purpose of the meeting.  Notice may be given by mail, telephone, telegram, 
telecopy or by personal service.  If the meeting schedule is adopted by the 
Board, or if the date and time of a Board meeting has been announced at a 
previous meeting, no notice is required.

   Section 3.4 WAIVER OF NOTICE.  A director may waive notice of a meeting of 
the Board.  A waiver of notice by a director is effective, whether given 
before, at or after the meeting and whether given in writing, orally or by 
attendance.

   Section 3.5 QUORUM.  A majority of the directors currently holding office 
is a quorum for the transaction of business.

   Section 3.6 VACANCIES.  Vacancies on the Board resulting from the death, 
resignation or removal of a director, or by an increase in the number of 
directors, may be filled by the affirmative vote of a majority of the 
remaining directors, even though less than a quorum.  Each director elected 
under this Section to fill a vacancy holds office until a qualified successor 
is elected by the shareholders at the next regular or special meeting of the 
shareholders.

                                      5

<PAGE>

   Section 3.7 COMMITTEES.  The Board may by resolution establish committees 
in the manner provided by law.  Committee members need not be directors.  The 
following committees, if established by the Board, shall have the 
responsibilities set forth respectively, subject to enlargement or 
restriction of such responsibilities, as the Board, by resolutions, shall 
determine:

    a. AUDIT COMMITTEE

       *Recommending the appointment of independent auditors.
       *Consulting with the independent auditors on the plan of the auditors.
       *Reviewing, in consultation with the independent auditors, their report
        of audit or proposed report of audit and the accompanying management 
        letter.
       *Consulting with the independent auditors on the adequacy of internal
        controls.

    b. COMPENSATION COMMITTEE

      *Strategically, considers how the achievement of the overall goals and
       objectives of the Corporation can be aided through adoption of an
       appropriate compensation philosophy and effective compensation program
       elements.
      *Administratively, reviews salary progression, bonus allocations, stock
       awards and the awards of supplemental benefits and perquisites for key
       executives against the compensation objectives of the Corporation and 
       its overall performance.
      *Approves the compensation arrangements for the Corporation's senior
       management; also reviews and approves the adoption of any compensation
       plans in which officers and directors are eligible to participate.

    c. NOMINATING COMMITTEE

       *Searches for and screens candidates for Board vacancies.  The Committee
        considers broader issues of composition and organization of the Board,
        including committee assignments and individual Board membership.
       *Evaluates the Board itself and its members and reviews the 
        Corporation's management succession planning.

    d. EXECUTIVE COMMITTEE

       *Serves as a key link between the full Board and management.
       *Is usually granted broad powers to assure that important matters which
        arise between Board meetings, and cannot wait for the next scheduled
        meeting, receive timely attention.
       *Serves as a sounding board for general management problems on matters 
        that affect the Corporation as a whole.

                                      6

<PAGE>

    e. FINANCE COMMITTEE

       *Stays informed on a timely basis about the Corporation's financial 
        status.
       *Evaluates the financial information it receives and develops 
        conclusions as to any plan of action needed.
       *Advises corporate management and the full Board in financial matters. 
        In some cases, the Finance Committee has the authority to act for the 
        full Board between meetings, but generally it is not empowered to act 
        on its own.

    f. PENSION REVIEW COMMITTEE

       *Reviews and approves corporate pension policy, formal pension plans and
        amendments.
       *Reviews actuarial recommendations and makes recommendations regarding 
        the Corporation's contribution to the pension plans.
       *Selects asset managers and provides guidance on the specific investment
        philosophy to be applied to the ongoing management of the funds.
       *Monitors the performance of the corporate pension funds.
       *Monitors government actions with respect to pension governance and 
        reporting requirements.

    g. STRATEGIC PLANNING (CORPORATE OBJECTIVES)

       *Ensures the proper future direction of the Corporation by defining the 
        basic corporate and business unit long-term strategic goals vital to 
        the mission of creating shareholder value for the Corporation.
       *Develops strategic plans as to how the Corporation will achieve these 
        objectives.
       *Monitors the progress of the Corporation in achieving its long-term
        strategic goals.

    h. STOCK OPTION

       *Assures that the levels and forms of the executive long-term incentive 
        compensation programs are adequate to motivate key management to 
        achieve the corporate long-term strategic goals.
       *Involved in the design and approval of the executive long-term 
        incentive compensation programs.
       *Administers the timing and determination of the size of grants; also
        interprets plan provisions with regard to setting performance goals and
        executing plan award agreements with individuals.

    i. INVESTMENTS

       *Reviews and approves all major allocations of corporate resources.

                                      7

<PAGE>

       *Evaluates the financial implications of all merger, acquisition and
        divestiture activities.

   Section 3.8 ABSENT DIRECTORS.  A director may give advance written consent 
or opposition to a proposal to be acted on at a Board meeting.  If the 
director is not present at the meeting, consent or opposition to a proposal 
does not constitute presence for purposes of determining the existence of a 
quorum, but consent or opposition shall be counted as a vote in favor of, or 
against, the proposal and shall be entered in the minutes or other record of 
action of the meeting if the proposal acted on at the meeting is 
substantially the same or has substantially the same effect as the proposal 
to which the director has consented or objected.

                                   ARTICLE 4
                                   OFFICERS

   Section 4.1 NUMBER.  The officers of the Corporation shall consist of a 
Chief Executive Officer and a Chief Financial Officer.  The term "Chief 
Executive Officer," as such term is used herein, shall include an individual 
who has all the authority, rights and powers as would ordinarily reside in a 
Chief Executive Officer of the Company (an "Acting Chief Executive Officer"). 
The Chief Executive Officer shall preside at all meetings of the 
shareholders and directors and shall have such other duties as may be 
prescribed from time to time by the Board of Directors.  The Chief Executive 
Officer shall also see that all orders and resolutions of the Board are 
carried into effect.  The Chief Executive Officer and Chief Financial Officer 
shall have such other duties as are prescribed by statute.  The Board may 
elect or appoint any other officers it deems necessary for the operation and 
management of the Corporation, each of who shall have the powers, rights, 
duties, responsibilities and terms of office determined by the Board from 
time to time.  Any number of offices or functions of those offices may be 
held or exercised by the same person.  If specific persons have not been 
elected as President or Secretary, the Chief Executive Officer may execute 
instruments or documents in those capacities.  If a specific person has not 
been elected to office of Treasurer, the Chief Financial Officer of the 
Corporation may sign instruments or documents in that capacity.

   Section 4.2 VICE PRESIDENT.  Each Vice President, if one or more are 
elected, shall have such powers and shall perform such duties as may be 
specified in the Bylaws or prescribed by the Board of Directors or by the 
Chairman of the Board or by the Chief Executive Officer.  In the event of the 
absence or disability of the Chief Executive Officer, Vice Presidents shall 
succeed to his power and duties in the order designated by the Board of 
Directors.

   Section 4.3 SECRETARY.  The Secretary, if one is elected, shall be 
secretary of and shall attend all meetings of the shareholders and Board of 
Directors and shall record all proceedings of such meetings in the minute 
book of the Corporation.  He shall give proper notice of meetings of 
shareholders and directors.  He shall perform such other duties as may, from 
time to time, be prescribed by the Board of Directors, by the Chairman of the 
Board, or by the Chief Executive Officer.

                                      8

<PAGE>

   Section 4.4 ELECTION AND TERM OF OFFICE.  The Board of Directors shall 
from time to time elect a Chairman of the Board of Directors, Chief Executive 
Officer and Chief Financial Officer and any other officers or agents the 
Board deems necessary.  Such officers shall hold office until they are 
removed or their successors are elected and qualified.

   Section 4.5 DELEGATION OF AUTHORITY.  An officer elected or appointed by 
the Board may delegate some or all of the duties or powers of his office to 
other persons, provided that such delegation is in writing.

   Section 4.6 COMPENSATION OF OFFICERS.  An officer shall be entitled only 
to such compensation as shall be established by written contract or agreement 
duly approved by or on behalf of the Corporation, or established or approved 
by resolution of the Board of Directors.  Absent such written contract, 
agreement or resolution of the Board of Directors, no officer shall have a 
cause of action against the Corporation to recover any amount due or alleged 
to be due as compensation for services in his or her capacity as an officer 
of the Corporation.

                               ARTICLE 5
                      SHARES AND THEIR TRANSFER

   Section 5.1 CERTIFICATE OF SHARES.  Every shareholder of this Corporation 
shall be entitled to a certificate, to be in such form as prescribed by law 
and adopted by the Board of Directors, certifying the number of shares of the 
Corporation owned by him.  The certificates shall be numbered in the order in 
which they are issued and shall be signed by the Chief Executive Officer and 
Secretary of the Corporation; provided, however, that when the certificate is 
signed by a transfer agent or registrar, the signatures of any of such 
officers upon the certificate may be facsimiles, engraved or printed thereon, 
if authorized by the Board of Directors.  Such certificate shall also have 
typed or printed thereon such legend as may be required by any shareholder 
control agreement.  Every certificate surrendered to the Corporation for 
exchange or transfer shall be canceled, and no new certificate or 
certificates shall be issued in exchange for any existing certificate until 
such existing certificate shall have been so canceled.

   Section 5.2 TRANSFER OF SHARES.  Transfer of shares on the books of the 
Corporation may be authorized only by the shareholder named in the 
certificate, or the shareholder's legal representative, or the shareholder's 
duly authorized attorney in fact, and upon surrender of the certificate or 
the certificates for such shares.  The Corporation may treat, as the absolute 
owner of shares of the Corporation, the person or persons in whose name or 
names the shares are registered on the books of the Corporation.

   Section 5.3 LOST CERTIFICATES.  Any shareholder claiming that a 
certificate for shares has been lost, destroyed or stolen shall make an 
affidavit of that fact in such form as the Board of Directors shall require 
and shall, if the Board of Directors so requires, give the Corporation a 
sufficient indemnity bond, in form, in an amount, and with one or more 
sureties satisfactory to the Board of Directors, to indemnify the Corporation 
against any claims which may be made against it on account of the reissue of 
such certificate.  A new certificate shall then be issued to said 

                                      9

<PAGE>

shareholder for the same number of shares as the one alleged to have been 
destroyed, lost or stolen.

                                  ARTICLE 6
                              INDEMNIFICATION

   Section 6.1 INDEMNIFICATION.  The Corporation shall indemnify, in 
accordance with the terms and conditions of Minnesota Statutes, Section 
302A.521, the following persons:  (a) officers and former officers; (b) 
directors and former directors; (c) members and former members of committees 
appointed or designated by the Board of Directors; and (d) employees and 
former employees of the Corporation.  The Corporation shall not be obligated 
to indemnify any other person or entity, except to the extent such obligation 
shall be specifically approved by resolution of the Board of Directors.  This 
Section 6.1 is for the sole and exclusive benefit of the persons designated 
herein and no person, firm or entity shall have any rights under this Section 
by way of assignment, subrogation or otherwise and whether voluntarily, 
involuntarily or by operation of law.

                                 ARTICLE 7
                               MISCELLANEOUS

   Section 7.1 GENDER REFERENCES.  All referenced in these Bylaws to a party 
in the masculine shall include the feminine and neuter.

   Section 7.2 PLURALS.  All references in the plural shall, where 
appropriate, include the singular and all references in the singular shall, 
where appropriate, be deemed to include the plural.

                               CERTIFICATION

   I, James D. Atkinson III, do hereby certify that I am the duly elected,
qualified or acting Secretary of Olympic Financial Ltd., a corporation organized
under the laws of the State of Minnesota, and that the foregoing is a true and
correct copy of the Bylaws as of January 29, 1997.



                                       ---------------------------------------
                                       James D. Atkinson III
                                       Secretary



                                      10