**Exhibit 3.2**

**AMENDED AND RESTATED BYLAWS OFMOUNTAIN BANK HOLDING COMPANY**

**ARTICLE I****Meeting of Shareholders**

1.1  AnnualMeeting.  The regular annual meetingof the shareholders for the election of directors and the transaction ofwhatever other business may properly come before the meeting shall be held atthe main office of the Corporation, 501 Roosevelt Avenue E., Enumclaw,Washington, or such other place as the Board of Directors may designate, on the4th Thursday of March each year or at such other date as may be agreed to byresolution of the Board of Directors.  Notice of the meeting shall be mailed, postage prepaid, no fewer than 10nor more than 60 days before the meeting date, addressed to each shareholder athis or her address appearing on the books of the Corporation.  If, for any cause, an election of directorsis not made on that day, the Board of Directors shall order the election to beheld on some subsequent day, as soon thereafter as practicable, according tothe provisions of law; and notice shall be given in the manner herein providedfor the annual meeting.

1.2  Nominationsof Directors.  Nominations forelection to the Board of Directors may be made by the Board of Directors or byany shareholder of any outstanding class of capital stock of the Corporationentitled to vote for the election of directors.  Nominations, other than those made by or on behalf of theexisting management of the Corporation, shall be made in writing and shall bedelivered or mailed to the President of the Corporation and to the Comptrollerof the Currency, Washington, D.C., not less than 14 days nor more than 50 daysprior to any meeting of shareholders called for the election of directors;provided, however, that if less than 21 days’ notice of the meeting is given toshareholders, such nomination shall be mailed or delivered to the President ofthe Corporation and to the Comptroller of the Currency not later than the closeof business on the seventh day following the day on which the notice of meetingwas mailed.  Such notification shallcontain the following information to the extent known to the notifyingshareholder: (a) the name and address of each proposed nominee; (b) theprincipal occupation of each proposed nominee; (c) the name and residenceaddress of the notifying shareholder; (d) the number of shares of capital stockof the Corporation owned by the notifying shareholder; and (e) the total knownnumber of shares of capital stock of the Corporation that will be voted foreach proposed nominee.  Nominations notmade in accordance herewith may, in his or her discretion, be disregarded bythe Chairperson of the meeting, and upon his or her instruction, the votetellers may disregard all votes cast for each such nominee.

1.3  Closing ofTransfer Books for Fixing of Record Date. For the purposes of determining shareholders entitled to notice of or tovote at any meeting of shareholders or any adjournment thereof, or shareholdersentitled to receive payment of any dividend, or in order to make adetermination of shareholders for any other proper purpose, the Board of theCorporation may provide that the stock transfer books shall be closed for astated period but not to exceed in any case 60 days.  If the stock transfer books shall be closed for the purpose ofdetermining shareholders entitled to notice of or to vote at a meeting ofshareholders, such books shall be closed for at least 10 days immediatelypreceding such meeting.  In lieu ofclosing the stock transfer books, the Board may fix in advance a date as therecord date for any such determination of shareholders, which date in any caseshall not be more than 60 days, and in case of a meeting of shareholders, notless than 10 days prior to the date on which the particular action requiringsuch determination of shareholders is to be taken.  If the stock transfer books are not closed and no record date isfixed for the determination of shareholders entitled to notice of or to vote ata meeting of shareholders, or shareholders entitled to receive payment of a dividend,the date on which notice of the meeting is mailed or the date on which theresolution of the Board declaring such dividend is adopted, as the case may be,shall be the record date for such determination of shareholders.  When a determination of shareholdersentitled to vote at any meeting of shareholders has been made as provided inthis Article, such determination shall apply to any adjournment thereof.

1.4  Proxies.  A shareholder may vote either in person orby proxy executed in writing by the shareholder or by his duly authorizedattorney-in-fact.  All proxies shall befiled with the Secretary of the Corporation before or at the commencement ofmeetings.  No unrevoked proxy shall bevalid after 11 months from the date of its execution unless otherwise expresslyprovided in the proxy.  No proxy may beeffectively revoked until notice of such revocation has been given to theSecretary of the Corporation by the shareholder granting the proxy.  Any person or groups of persons, includingdirectors or attorneys for the Corporation, may be designated to act as proxybut not officers, or other employees of the Corporation.

1.5  Quorum.  A majority of the outstanding capital stock,represented in person or by proxy, shall constitute a quorum at any meeting ofshareholders, unless otherwise provided by law; but less than a quorum mayadjourn any meeting, from time to time, and the meeting may be held, asadjourned, without further notice.  Amajority of the votes cast shall decide every question or matter submitted tothe shareholders at any meeting, unless otherwise provided by law or by theArticles of Incorporation.

**ARTICLE II****Directors**

2.1  Board ofDirectors.  The Board of Directors(hereinafter referred to as the “Board”) shall have power to manage and administerthe business and affairs of the Corporation. Except as expressly limited by law, all corporate powers of theCorporation shall be vested in and may be exercised by said Board.

2.2  Number.  The Board shall consist of not less than 5nor more than 25 shareholders, the exact number within such minimum and maximumlimits to be fixed and determined from time to time by resolution of a majorityof the full Board or by resolution of the shareholders at any meeting thereof;provided, however, that the Board of Directors may not increase the number ofdirectors to a number which: (i) exceeds by more than 2 the number of directorslast elected by shareholders where such number was 15 or less; or (ii) to anumber which exceeds by more than 4 the number of directors last elected byshareholders where such number was 16 or more. In no event shall the number of directors exceed 25.

2.3  MandatoryRetirement.  Upon attaining the ageof 75, a director will submit a written notice of resignation to the Board of Directors.  The Board, at its discretion, may determinenot to accept the resignation.

2.4  OrganizationMeeting.  The Chairperson of theBoard and Secretary of the Board, upon receiving the results of any election,shall notify the directors-elect of their election and of the time at whichthey are required to meet at the Main Office of the Corporation to organize thenew Board and electing and appointing officers of the Corporation for thesucceeding year.  Such meeting shall beheld on the day of the election or as soon thereafter as practicable, and, inany event, within 30 days thereof.  If,at the time fixed for such meeting, there shall not be a quorum, the directorspresent may adjourn the meeting, from time to time, until a quorum is obtained.

2.5  RegularMeetings.  The regular meetings ofthe Board of Directors shall be held at the principal office of theCorporation, or at such other place as may be designated by the Board ofDirectors, on such date of each month as shall be set by resolution of theBoard of Directors.

2.6  SpecialMeetings.  Special Board meetingsmay be called by or at the request of the Chairperson of the Board, thePresident, or directors making up a majority of the Board.  Each member of the Board of Directors shallbe given notice stating the time and place, by telegram, letter or in person,of each special meeting.

2.7  Quorum.  A majority of the directors shall constitutea quorum at any meeting, except when otherwise provided by law; but a lessernumber may adjourn any meeting, from time to time, and the meeting may be held,as adjourned without further notice.

2.8  Manner ofActing.  The act of the majority ofthe directors present at a meeting at which a quorum is present shall be theact of the Board.  Members of the Boardor any committee designated by the Board may participate in a meeting of suchBoard or committee by means of a conference telephone or similar communicationsequipment by which all persons participating in the meeting can hear each otherat the same time; participation by such means shall constitute presence inperson at a meeting.  A director cannotvote by proxy.

2.9  InformalAction.  Any action permitted orrequired to be taken at a meeting of the directors or permitted to be taken ata meeting of a committee of directors may be taken without a meeting if aconsent in writing setting forth the action so taken, shall be signed by allthe directors, or all the members of the committee, as the case may be.

2.10  BoardCommittees.  The Board maydesignate, by resolution adopted by a majority of the full Board of theCorporation, from among its members, committees, each of which, to the extentprovided in such resolution, shall have and may exercise the authority of theBoard, except as limited by law.  The designationof any such committee and the delegation thereto of authority shall not relievethe Board, or any member thereof, of any responsibility imposed by law.

2.11  Compensation.  The Board of Directors shall have authorityto fix the compensation of directors for attendance and their expenses, if any,of attendance at meetings of the Board or committee thereof.  No such payment shall preclude any directorfrom serving the Corporation in any other capacity and receiving compensationtherefor.

2.12  Presumptionof Assent.  A director of theCorporation who is present at a meeting of the Board at which action on anycorporate matter is taken shall be presumed to have assented to the actiontaken unless his dissent shall be entered in the minutes of the meeting orunless he shall file his written dissent to such action with the person actingas secretary of the meeting before the adjournment thereof or shall forwardsuch dissent by registered mail to the Secretary of the Corporation immediatelyafter adjournment of the meeting.  Suchright to dissent shall not apply to a director who voted in favor of suchaction.

**ARTICLE III****Officers**

3.1  Chairpersonof the Board.  The Board ofDirectors shall appoint one of its members to be Chairperson of the Board toserve at the pleasure of the Board. Such person shall preside at all meetings of the Board ofDirectors.  The Chairperson of the Boardshall supervise the carrying out of the policies adopted or approved by theBoard; shall have general executive powers, as well as the specific powersconferred by these Bylaws; shall also have and may exercise such further powersand duties as from time to time may be conferred upon, or assigned, by theBoard of Directors.

3.2  ViceChairperson of the Board.  The Boardof Directors shall appoint one of its members to be Vice Chairperson of theBoard.  In the absence of theChairperson, the Vice Chairperson shall preside at any meeting of theBoard.  The Vice Chairperson shall alsohave, and may exercise, such further powers and duties as from time to time maybe conferred, or assigned, by the Board.

3.3  President.  The Board of Directors shall appoint one ofits members to be President of the Corporation.  The President shall have general executive powers and shall haveand may exercise any and all other powers and duties pertaining by law,regulation or practice to the Office of President or imposed by theseBylaws.  The President shall also haveand may exercise such further powers and duties as from time to time may beconferred or assigned by the Board of Directors.

3.4 Vice President. The Board of Directors may appoint one or more Vice Presidents.  Each Vice President shall have such powersand duties as may be assigned by the Board of Directors, in the absence of thePresident, to perform all duties of the President.

3.5  Secretary.  The Board of Directors shall appoint aSecretary or other designated officer who shall be Secretary of the Board andof the Corporation and shall keep accurate minutes of all meetings.  The Secretary shall attend to the giving ofall notices required by these Bylaws to be given and shall also perform suchother duties as may be assigned from time to time by the Board of Directors.

3.6  OtherOfficers.  The Board of Directorsmay appoint one or more Assistant Vice Presidents, one or more AssistantSecretaries, one or more Managers and Assistant Managers of Branches, and suchother officers and attorneys-in-fact as from time to time may appear to theBoard of Directors to be required or desirable to transact the business of theCorporation.  Such officers shallrespectively exercise such powers and perform such duties as pertain to theseveral offices or as may be conferred upon or assigned to them by the Board ofDirectors, the Chairperson of the Board or the President.

3.7  Tenure ofOffice.  The President and all otherofficers shall hold office for the current year for which the Board waselected, unless they shall resign, become disqualified, or be removed; and anyvacancy occurring in the Office of President shall be filled promptly by theBoard of Directors.

3.8  Vacancies.  A vacancy in any office because of death,resignation, removal, disqualification or otherwise, may be filled by theBoard.

3.9  Removal.  Any officer or agent elected or appointed bythe Board may be removed by the Board whenever in its judgment the bestinterests of the Corporation would be served thereby, but such removal shall bewithout prejudice to the contract rights, if any, of the person so removed.  Election or appointment of an officer oragent shall not of itself create contract rights.

3.10  Compensationof Officers.  Compensation of theexecutive officers shall be fixed from time to time by the Board.  No officer shall be prevented from receivinga salary by reason of the fact that he is also a director of the Corporation.

**ARTICLE IV****Shares**

4.1  Certificatesfor Shares.  The shares of theCorporation shall be represented by certificates in such form as may berequired by law and signed either manually or in facsimile by the President ora Vice President and by the Secretary or Assistant Secretary and may bear theseal of the Corporation or its facsimile.

4.2  Transfer ofShares.  Transfer of shares of theCorporation shall be made only on the stock transfer books of the Corporationby the holder of record thereof or by his legal representative who shallfurnish proper evidence of authority to transfer.  The person in whose name shares stand on the books of theCorporation shall be deemed by the Corporation to be the owner thereof for allpurposes.  All certificates surrenderedto the Corporation for transfer shall be canceled and no new certificate shallbe issued until the former certificate for a like number of shares shall havebeen surrendered and canceled except in the case of a lost, destroyed ormutilated certificate.

4.3  Lost orDestroyed Certificates.  In the caseof a lost, destroyed or mutilated certificate, a new certificate may be issuedtherefor upon such terms and indemnity to the Corporation as the Board mayprescribe.

**ARTICLE V****Seal**

            The seal ofthis Corporation shall be circular in form and incorporation and the words“Corporate Seal.” The President or Secretary, or other officer designated bythe Board of Directors, shall have authority to affix the corporate seal to anydocument requiring such seal, and to attest the same.

**ARTICLE VI**

**Indemnification**

6.1 Indemnification Definitions. For purposes of this Article:

            (a)  “Corporation” includes any domestic orforeign predecessor entity of a corporation in a merger of other transaction inwhich the predecessor’s existence ceased upon consummation of the transaction.

            (b)  “Director” means an individual who is or wasa director of the corporation or an individual who, while a director of thecorporation, is or was serving at the corporation’s request as a director,officer, partner, trustee, employee or agent of another foreign or domesticcorporation, partnership, joint venture, trust, employee benefit plan or otherenterprise.  A director is considered tobe serving an employee benefit plan at the corporation’s request if thedirector’s duties to the corporation also impose duties on, or otherwiseinvolve services by, the director to the plan or to participants in orbeneficiaries of the plan.  “Director”includes, unless the context requires otherwise, the estate or personalrepresentative of a director.

            (c)   “Expenses” include counsel fees.

            (d)  “Liability” means the obligation to pay ajudgment, settlement, penalty, fine (including an excise tax assessed withrespect to an employee benefit plan) or reasonable expenses incurred withrespect to a proceeding.

            (e)  “Official capacity” means

(1)  When used with respect to a director, theoffice of director in the corporation; and

(2)  When used with respect to an individualother than a director, as contemplated in Section 6.5, the office in thecorporation held by the officer or the employment or agency relationshipundertaken by the employee or agent on behalf of the corporation.

            “Officialcapacity” does not include service for any other foreign or domesticcorporation or any partnership, joint venture, trust, employee benefit plan orother enterprise.

            (f)  “Party” includes an individual who was, isor is threatened to be made a named defendant or respondent in a proceeding.

            (g)  “Proceeding” means any threatened, pendingor completed action, suit or proceeding, whether civil, criminal,administrative or investigative and whether formal or informal.

6.2 Indemnification.

            (a)  Right to Indemnity.  Except as provided in paragraph (d), thecorporation shall indemnify an individual made a party to a proceeding becausethe individual is or was a director against liability incurred in theproceeding if:

(1)  The individual acted in good faith; and

(2)  The individual reasonably believed:

(A)  In the case of conduct in the individual’sofficial capacity with the corporation, that the individual’s conduct was inits best interests; and

(B)  In all other cases, that the individual’sconduct was at least not opposed to its best interests; and

(3)  In the case of any criminal proceeding, theindividual had no reasonable cause to believe the individual’s conduct wasunlawful.

            (b)  Conduct Concerning Employee Benefit Plans.  A director’s conduct with respect to anemployee benefit plan for a purpose the director reasonably believed to be inthe interests of the participants in and beneficiaries of the plan is conductthat satisfies the requirement of subparagraph (a)(2) (B).

            (c)  Legal Proceedings.  The termination of a proceeding by judgment,order, settlement, conviction or upon a plea of nolo contendere or itsequivalent is not, of itself, determinative that the director did not meet thestandard of conduct described in this section.

            (d)  Limits on Indemnity.  The corporation shall not indemnify adirector under this section:

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

            (2) In connection with any other proceeding charging improper personalbenefit to the director, whether or not involving action in the director’sofficial capacity, in which the director was adjudged liable on the basis thatpersonal benefit was improperly received by the director.

            (e)  Coverage of Reasonable Expenses.  Indemnification provided under this sectionin connection with a proceeding by or in the right of the corporation islimited to reasonable expenses incurred in connection with the proceeding.

6.3  Advances forExpenses.

            (a)  Advances.  The corporation shall pay for or reimburse the reasonableexpenses incurred by a director who is a party to a proceeding in advance offinal disposition of the proceeding if:

            (1) The director furnishes the corporation a written affirmation of the director’sgood faith belief that the director has performed the duties of a director,including any duties the director may have as a member of any committee, ingood faith, in a manner the director reasonably believes to be in the bestinterests of the corporation and with the care an ordinarily prudent person ina like position would use under similar circumstances; and

            (2) The director furnishes the corporation a written undertaking, executedpersonally or on the director’s behalf, to repay the advance if it isultimately determined that the director did not meet the standard of conduct.

            (b)  Director’s Undertaking.  The undertaking required by subparagraph(a)(2) must be an unlimited general obligation of the director, but need not besecured and may be accepted without reference to financial ability to makerepayment if the Board determines that the risk the advance will not be repaidis reasonable under the circumstances.

6.4  Determinationand Authorization of Indemnification.

            (a)  Determination of Proper Conduct.  The corporation shall not indemnify adirector under Section 6.2 unless authorized in the specific case after adetermination has been made that indemnification of the director is permissiblein the circumstances because the director has met the standard of conduct setforth in Section 6.2.

            (b)  Board Determination.  The determination shall be made:

(1)  By the Board by majority vote of a quorumconsisting of directors not at the time parties to the proceeding;

(2)  If a quorum cannot be obtained undersubparagraph (1), by majority vote of a committee duly designated by the Board(in which designation directors who are parties may participate), consistingsolely of two or more directors not at the time parties to the proceeding;

(3)  By special legal counsel;

            (A) Selected by the Board or its committee in the manner prescribed insubparagraph (1) or (2); or

            (B) If a quorum of the Board cannot be obtained under subparagraph (1) and acommittee cannot be designated under subparagraph (2), selected by majorityvote of the full Board (in which selection directors who are parties mayparticipate); or

(4)  By the shareholders, but shares owned by orvoted under the control of directors who are at the time parties to theproceeding may not be voted on the determination.

            (c)  Authorization of Indemnification.  Authorization of indemnification andevaluation as to reasonableness of expenses shall be made in the same manner asthe determination that indemnification is permissible, except that if the determinationis made by special legal counsel, authorization of indemnification andevaluation as to reasonableness of expenses shall be made by those entitledunder subparagraph (b)(3) to select counsel.

6.5 Indemnification of Officers, Employees and Agents.  The corporation shall indemnify and advanceexpenses under Sections 6.2 through 6.4 to an officer, employee or agent of thecorporation who is not a director to the same extent as to a director.

6.6  Insurance.  The corporation may purchase and maintaininsurance on behalf of an individual who is or was a director, officer,employee or agent of the corporation, or who, while a director, officer,employee or agent of the corporation, is or was serving at the request of thecorporation as a director, officer, partner, trustee, employee or agent ofanother foreign or domestic corporation, partnership, joint venture, trust,employee benefit plan or other enterprise, against liability asserted againstor incurred by the individual in that capacity or arising from the individual’sstatus as a director, officer, employee or agent, whether or not thecorporation would have power to indemnify the individual against the sameliability under Section 6.2.

6.7  Report toShareholders.  If the corporationindemnities or advances expenses to a director under Section 6.2 or 6.3 inconnection with a proceeding by or in the right of the corporation, thecorporation shall report the indemnification or advance in writing to theshareholders with or before the notice of the next shareholders’ meeting.

 

**ARTICLE VII****Miscellaneous Provisions**

7.1  Fiscal Year.  The fiscal year of the Corporation shall bethe calendar year.

7.2  Execution ofInstruments.  All agreements,indentures, mortgages, deeds, conveyances, transfers, certificates,declarations, receipts, discharges, releases, satisfactions, settlements,petitions, schedules, accounts, affidavits, bonds, undertakings, proxies andother instruments or documents may be signed, executed, acknowledged, verified,delivered or accepted on behalf of the Corporation by the Chairperson of theBoard, or the President, or any Vice President, or the Secretary.  Any such instruments may also be executed,acknowledged, verified, delivered or accepted on behalf of the Corporation insuch other manner and by such other officers as the Board of Directors may fromtime to time direct.  The provisions ofthis Section 7.2 are supplementary to any other provisions of these Bylaws.

7.3  Records.  The Articles of Incorporation, the Bylawsand the proceedings of all meetings of the shareholders, the Board ofDirectors, and standing committees of the Board shall be recorded inappropriate minute books provided for that purpose.  The minutes of each meeting shall be signed by the Secretary orother officer appointed to act as secretary of the meeting.

**ARTICLE VIII****Bylaws**

8.1  Amendments.  These Bylaws may be altered, amended orrepealed and new Bylaws may be adopted by the Board or by the affirmative voteof holders of a majority of shares.  AnyBylaw adopted, amended or repealed by the directors may be repealed, amended orreinstated by an affirmative vote of holders of a majority of the sharesentitled to vote and present, in person or by proxy, at the next meeting ofshareholders following such action without further notice other than thisBylaw.

8.2  Inspection.  A copy of the Bylaws, with all amendmentsthereto, shall at all times be kept in a convenient place at the Corporationoffices, and shall be open for inspection to all shareholders during businesshours.

            I, Roy T.Brooks, certify that: (1) I am the duly constituted Chairman and ChiefExecutive Officer of Mountain Bank Holding Company, and as such officer am theofficial custodian of its records; (2) the foregoing Bylaws were amended at ameeting of the Board held on January 16, 2001.

            I havehereunto affixed my official signature, in the City of Enumclaw, in KingCounty, Washington, on this 17th day of January, 2001.

            /s/ Roy T. Brooks         Roy T. BrooksChairman and CEO