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                                                                  EXHIBIT (3) a.

                                    RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                      FIRST COMMUNITY FINANCIAL GROUP, INC.

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                                   ARTICLE 1.
                                      NAME

         The name of the corporation shall be FIRST COMMUNITY FINANCIAL GROUP,
INC.

                                   ARTICLE 2.
                                    DURATION

         The corporation's period of duration shall be perpetual.

                                   ARTICLE 3.
                                    PURPOSES

         The purposes for which the corporation is organized are:

         Section 3.1: To engage in business as a bank holding company.

         Section 3.2: To carry on any lawful business whatsoever in connection
with the foregoing for which corporations may be incorporated under the
Washington Business Corporation Act, including any amendments thereto or
successor statutes that may hereinafter be enacted.

                                   ARTICLE 4.
                                     CAPITAL

         The aggregate number of shares which the Corporation shall have
authority to issue is Ten Million (10,000,000) shares, all of which shall be
common shares with a par value of Two Dollars Fifty Cents ($2.50) each, and Two
Hundred Thousand (200,000) shares of preferred stock with no par value, with
such rights and preferences as may be determined by resolution of the Board of
Directors.

                                   ARTICLE 5.
                              NO PRE-EMPTIVE RIGHTS

         No shareholder shall have the pre-emptive right to acquire unissued
shares of the corporation, or securities convertible into shares of any class
whatsoever, whether now or hereafter authorized, and whether issued for cash,
property, services or otherwise.


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                                   ARTICLE 6.
                              NO CUMULATIVE VOTING

         Each shareholder entitled to vote at any election for directors shall
have the right to vote, in person or by proxy, the number of shares owned by
him/her for as many persons as there are directors to be elected and for whose
election he/she has a right to vote, and no shareholder shall be entitled to
cumulate his/her votes.

                                   ARTICLE 7.
                              POWER TO AMEND BYLAWS

         The Board of Directors shall have full power to adopt, alter, amend or
repeal the Bylaws or adopt new Bylaws. Nothing herein, however, shall deny the
concurrent power of the shareholders to adopt, alter, amend or repeal the
Bylaws.

                                   ARTICLE 8.
                                 RIGHT TO AMEND

         The corporation reserves the right to amend, alter, change or repeal
any provision of its Articles of Incorporation to the extent permitted by the
laws of the State of Washington. All rights of shareholders are granted subject
to this reservation.

                                   ARTICLE 9.
                           REGISTERED OFFICE AND AGENT

         The address of the initial registered office of the corporation is 721
College Street S.E., P.O. Box 3800, Lacey, Washington 98509-3800. The name of
its initial registered agent at that address is Ken F. Parsons.

                                   ARTICLE 10.
                                    CONTRACTS

         The corporation may enter into a contract and otherwise transact
business as vendor, purchaser or otherwise, with its directors, officers and
shareholders, and with corporations, associations, firms and entities in which
they are or may become interested as directors, officers, shareholders, members
or otherwise, as freely as though such adverse interest did not exist, even
though the vote, action or presence of such director, officer or shareholder may
be necessary to obligate the corporation upon such contract or transaction; and
in the absence of fraud, no such contract or transaction shall be avoided and no
such director, officer or shareholder shall be held liable to account to the
corporation, by reason of such adverse interest or any fiduciary relationship to
the corporation arising out of such office or stock ownership, for any profit or
benefit realized by him/her through any such contract or transaction; provided
that the nature of the interest of such director, officer or shareholder though
not necessarily the details or extent thereof, be disclosed or known to the
Board of Directors or shareholders of the corporation, at the meeting thereof at
which such contract or transaction is authorized or confirmed. A general notice
that a director, officer or shareholder of the corporation is interested in any
corporation, association, firm or entity shall be


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sufficient disclosure as to such director, officer or shareholder with respect
to all contracts and transactions with that corporation, association, firm or
entity.

                                   ARTICLE 11.
                                 CAPITAL SURPLUS

         The corporation may use its unreserved and unrestricted capital surplus
to purchase its own shares and may, from time to time, distribute to its
shareholders, cash or property out of its capital surplus.

                                   ARTICLE 12.
                                BOARD NOMINATIONS

         Nominations for election to the Board of Directors may be made by the
Board of Directors or by any shareholder of any outstanding class of stock of
the corporation entitled to vote for the election of directors. Nominations,
other than those made by the Board of Directors, shall be made in writing and
shall be delivered or mailed, U.S. mail, postage prepaid, to the Chairman of the
corporation not less than fourteen (14) days nor more than fifty (50) days prior
to any meeting of shareholders called for the election of directors; provided,
however, that if less than twenty-one (21) days' notice of the meeting is given
to shareholders, such nomination shall be delivered or mailed, U.S. mail,
postage prepaid, to the Chairman of the corporation not later than the close of
business on the seventh (7th) day following the day on which the notice of
meeting was mailed. Such notification shall contain the following information to
the extent known to the notifying shareholder:

         (a)  The name and address of each proposed nominee;
         (b)  The principal occupation of each proposed nominee;
         (c)  The total number of shares of stock of the corporation that will 
              be voted for each proposed nominee;
         (d)  The name and address of the notifying shareholder; and
         (e)  The number of shares of common stock of the corporation owned by
              the notifying shareholder.

Nominations not made in accordance herewith may, in his/her discretion, be
disregarded by the Chairman of the meeting, and upon his/her instructions, the
vote teller may disregard all votes cast for such nominee.

                                   ARTICLE 13.
                                 INDEMNIFICATION

         The corporation shall provide indemnification, including advances of
expenses, to any person made a party to any proceeding, including a proceeding
by or in the right of the corporation, by reason of the fact that such person is
or was a director, officer, trustee, employee, agent or partner of another
corporation, partnership, joint venture, trust, employee benefit plan (including
a voluntary employee's beneficiary association) or other enterprise, against
judgments, penalties, fines, settlements and reasonable expenses, including
attorney's fees, actually incurred by such person in

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connection with such proceeding to the extent permitted by and in accordance
with the Washington Business Corporation Act; provided, that the corporation
shall not indemnify such person if the person shall have been adjudged to be
liable to the corporation, or such other enterprise, on the basis that personal
benefit was improperly received by the person seeking indemnification, unless a
court of competent jurisdiction shall determine that it would be unfair, under
the circumstances, to deny indemnification to such person.

                                   ARTICLE 14.
                                    DIRECTORS

         The board of directors shall be divided into three classes: Class 1,
Class 2, and Class 3, which shall be nearly equal in number as possible. Each
director shall serve for a term ending on the date of the third annual meeting
of the shareholders following the annual meeting at which such director was
elected; provided, however, that each initial director in Class 1 shall hold
office until the annual meeting of shareholders in 1988, each initial director
in Class 2 shall hold office until the annual meeting of shareholders in 1989;
and each initial director in Class 3 shall hold office until the annual meeting
of shareholders in 1990.

                                   ARTICLE 15.
                                  INCORPORATOR

         The name and address of the incorporator is George W. Bowen, 3033
Carpenter Loop S.E., Lacey, Washington 98503.

                                   ARTICLE 16.
                                EVALUATING OFFERS

         The Board of Directors of the corporation, when evaluating any offer of
another party to (a) make a tender or exchange offer for any equity security of
the corporation, (b) merge or consolidate the corporation with another
corporation, or (c) purchase or otherwise acquire all or substantially all of
the properties and assets of the corporation, shall, in connection with the
exercise of its judgment in determining what is in the best interests of the
corporation and its stockholders, give due consideration to all relevant
factors, including without limitation the social and economic effects on the
community, employees, customers, and other constituents of the corporation and
its subsidiary.

                                   ARTICLE 17.
                              FAIR PRICE PROVISION

         Section 17.1 In addition to the requirements of any applicable statute,
and notwithstanding any other provisions of any other articles of these Articles
of Incorporation, the affirmative vote of not less than 90% of the total shares
which are entitled to be voted in an election of directors shall be required for
the approval of any Business Combination (as defined below).


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Section 17.2 The approval requirements of Section 17.1 shall not apply if
either:


                  (a)The Business Combination is approved by at least 66 2/3% of
the Directors of the Corporation; or

                  (a) Both of the following conditions are satisfied:

                            (i)The cash or fair market value of the property,
securities or other consideration to be received per share in the Business
Combination by holders of the common stock of the corporation is not less than
the highest price per share (including brokerage commissions, soliciting
dealers' fees and dealer-management compensation) paid by such offeror in
acquiring any of its holdings of the corporation's common stock; and

                            (i)A proxy statement responsive to the requirements
of the Securities Exchange Act of 1934, whether or not the corporation is then
subject to such requirements, shall be mailed to the stockholders of the
corporation for the purpose of soliciting stockholder approval of such Business
Combination.

         Section 17.3 For the purposes of this Article 17:

                  (a)The term "Business Combination" shall mean (i) any merger
or consolidation of the corporation, (ii) any sale, lease, exchange, transfer or
other disposition, including without limitation a mortgage or any other security
device, of all or any Substantial Part (as defined below) of the assets of the
corporation (including without limitation any voting securities of a subsidiary)
or of a subsidiary, (iii) any merger or consolidation with or into a corporation
or its subsidiary, (iv) the issuance of any securities of the corporation or a
subsidiary of the corporation to any person or entity, or (v) any agreement,
contract or other arrangement providing for any of the transactions described in
this definition of Business Combination;

                  (a)The term "Substantial Part" shall mean more than 10% of the
total assets of the corporation in question, as of the end of its most recent
fiscal year prior to the time determination is being made;

                  (a)Without limitation, any shares of common stock of the
corporation which any person has the right to acquire at any time pursuant to
any agreement, or upon exercise of conversion right, warrants or options, or
otherwise, shall be deemed outstanding and beneficially owned by such person for
purposes of this Article 17; and

                  (b)For the purposes of Section 17.2(b)(i) of this Article, the
phrase "other consideration to be received" shall include, without limitation,
common stock of the corporation retained by its existing stockholders in the
event of a Business Combination in which the corporation is the surviving
corporation.

         Section 17.4 For the purposes of this Article 17, a majority of the
Directors shall have the power and duty to determine on the basis of information
known to them (a) whether a proposed transaction is subject to the provisions of
this Article 17, (b) the amount of shares of the corporation


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Beneficially Owned by any person, (c) whether a person is an Affiliate or
Associate of another, and (d) such other matters as to which a determination may
be required by the provisions of this Article 17.

         Section 17.5 The provisions set forth in this Article 17 may not be
repealed or amended in any respect or in any manner including any merger or
consolidation of the corporation with any other corporation unless the surviving
corporation's Articles of Incorporation contain an article to the same effect as
this Article 17, except by the affirmative vote of the holders of not less than
90% of the outstanding shares of common stock of the corporation.


         DATED this 17th day of October, 1996.

                                        FIRST COMMUNITY FINANCIAL GROUP, INC.


                                         /s/ Ken F. Parsons
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                                         Ken F. Parsons, President and C.E.O.


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