**EXHIBIT 3(a)**

** **

[SEAL]

 

**AMENDED AND RESTATED ARTICLES OFINCORPORATION**

**OF**

**FIRST COMMUNITY FINANCIAL GROUP, INC.**

 

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**ARTICLE I**

**Name**

 

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

 

**ARTICLE II**

**Duration**

** **

                The corporation’s period of duration shall beperpetual.

 

**ARTICLE III**

**PURPOSES**

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                The purposes for which the corporation isorganized are:

 

**                Section 3.1.  **To engage in business as a bank holdingcompany.

 

**                Section 3.2.  **To carry on any lawful businesswhatsoever in connection with the foregoing for which corporations may beincorporated under the Washington Business Corporation Act, including anyamendments thereto or successor statutes that may hereinafter be enacted.

 

**ARTICLE IV**

**CAPITAL**

 

The aggregatenumber of shares that the Corporation shall have authority to issue is10,200,000 shares, 10,000,000 of which shall be common shares with no par valueper share, and 200,000 shares of preferred stock with no par value pershare.  The preferred stock will havesuch rights and preferences as may be determined by resolution of the Board ofDirectors.

 

**ARTICLE IV**

**NO PRE-EMPTIVE RIGHTS**

 

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

 

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**ARTICLE VI**

**NO CUMULATIVE VOTING**

 

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

 

**ARTICLE VII**

**POWER TO AMEND BYLAWS**

** **

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

 

**ARTICLE VIII**

**RIGHT TO AMEND**

** **

Thecorporation reserves the right to amend, alter, change or repeal any provisionof its Articles of Incorporation to the extent permitted by the laws of theState of Washington.  All rights of shareholdersare granted subject to this reservation.

 

**ARTICLE IX**

**REGISTERED OFFICE AND AGENT**

** **

The address ofthe 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 X**

**CONTRACTS**

** **

Thecorporation may enter into a contract and otherwise transact business asvendor, purchaser or otherwise, with its directors, officers and shareholders,and with corporations, associations, firms and entities in which they are ormay become interested as directors, officers, shareholders, members orotherwise, as freely as though such adverse interest did not exist, even thoughthe vote, action or presence of such director, officer or shareholder may benecessary to obligate the corporation upon such contract or transaction; and inthe absence of fraud, no such contract or transaction shall be avoided and nosuch director, officer of shareholder shall be held liable to account to the corporation,by reason of such adverse interest or any fiduciary relationship to thecorporation arising out of such office or stock ownership, for any profit orbenefit realized by him/her through any such contract or transaction; providedthat the nature of the interest of such director, officer or shareholder thoughnot necessarily the details or extent thereof, be disclosed or known to theBoard of Directors or shareholders of the corporation, at the 

 

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meeting thereof at which suchcontract or transaction is authorized or confirmed.  A general notice that a director, officer or shareholder of thecorporation is interested in any corporation, association, firm or entity shallbe sufficient disclosure as to such director, officer or shareholder withrespect to all contracts and transactions with that corporation, association,firm or entity.

 

**ARTICLE XI**

**CAPITAL SURPLUS**

 

Thecorporation may use its unreserved and unrestricted capital surplus to purchaseits own shares and may, from time to time, distribute to shareholders, cash orproperty out of its capital surplus.

 

**ARTICLE XII**

**BOARD NOMINATIONS**

** **

Nominationsfor election to the Board of Directors may be made by the Board of Directors orby any shareholders of any outstanding class of stock of the corporationentitled 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, postageprepaid, to the Chairman of the corporation not less than fourteen (14) daysnor more than fifty (50) days prior to any meeting of shareholders called forthe election of directors; provided, however, that if less than twenty-one (21)days’ notice of the meeting is given to shareholders, such nomination shall bedelivered or mailed, U.S. mail, postage prepaid, to the Chairman of thecorporation not later than the close of business on the seventh (7th) dayfollowing the day on which the notice of meeting was mailed.  Such notification shall contain thefollowing information to the extent known to the notifying shareholder:

 

                                (a)           Thename and address of each proposed nominee;

 

                                (b)           Theprincipal occupation of each proposed nominee;

 

                                (c)           Thetotal number of shares of stock of the corporation that will be voted for eachproposed nominee;

 

                                (d)           Thename and address of the notifying shareholder; and

 

                                (e)           Thenumber of shares of common stock of the corporation owned by the notifyingshareholder.

 

Nominationsnot made in accordance herewith may, in his/her discretion, be disregarded bythe Chairman of the meeting, and upon his/her instructions, the vote teller maydisregard all votes cast for such nominee.

 

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**ARTICLE XIII**

**INDEMNIFICATION AND DIRECTOR LIABILITY**

 

**Section 13.1.        Definitions. **As used in thisArticle:

 

(a)           The term “Egregious Conduct” by aperson shall mean acts or omissions that involve intentional misconduct or aknowing violation of law, conduct violating Section 23B.08.310 of the RevisedCode of Washington, as amended, or participation in any transaction from whichthe person will personally receive a benefit in money, property, or services towhich the person is not legally entitled.

 

(b)           The term “Finally Adjudged” shallmean stated in a judgment based upon clear and convincing evidence by a courthaving jurisdiction, from which there is no further right to appeal.

 

(c)           The term “Director” shall mean anyperson who is a director of the corporation and any person who, while adirector of the corporation, is serving at the request of the corporation as adirector, officer, partner, trustee, employee, or agent of another foreign ordomestic corporation, limited liability company, partnership, joint venture,trust, or other enterprise, or is a fiduciary or party in interest in relationto any employee benefit plan covering any employee of the corporation or of anyemployer in which it has ownership interest; and “conduct as a Director” shallinclude conduct while a Director is acting in any of such capacities.

 

(d)           The term "Officer-Director"shall mean any person who is simultaneously both an officer and director of thecorporation and any person who, while simultaneously both an officer anddirector of the corporation, is serving at the request of the corporation as adirector, officer, manager, partner, trustee, employee, or agent of anotherforeign or domestic corporation, limited liability company, partnership, jointventure, trust, or other enterprise, or is a fiduciary or party in interest inrelation to any employee benefit plan covering any employee of the corporationor of any employer in which it has an ownership interest; and "conduct asan Officer-Director" shall include conduct while such a person is actingas an officer of the corporation or in any of such other capacities.

 

(e)           The term “Subsidiary Corporation”shall mean any corporation or limited liability company at least eighty percentof the voting interests of which is held beneficially by this corporation.

 

(f)            The term “Subsidiary OutsideDirector” shall mean any person who, while not principally employed by thiscorporation or any Subsidiary Corporation, is a director or manager of aSubsidiary Corporation and any such person who, while a director or manager ofa Subsidiary Corporation, is serving at the request of such corporation as adirector, officer, manager, partner, trustee, employee, or agent of anotherforeign or domestic corporation, limited liability company, partnership, jointventure, trust, or other enterprise, or is a fiduciary or party in interest inrelation to any employee benefit plan covering any employee of such corporationor of 

 

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any employer in which it has anownership interest; and “conduct as a Subsidiary Outside Director” shallinclude conduct while such a person is acting in any of such capacities.

 

**Section 13.2         Liabilityof Directors.** No Director, Officer-Director, former Director or formerOfficer-Director shall be personally liable to the corporation or itsshareholders for monetary damages for conduct as a Director of Office-Directoroccurring after the effective date of this Article unless the conduct isFinally Adjudged to have been Egregious Conduct.

 

**Section 13.3        Liability of SubsidiaryOutside Directors.**  No Subsidiary Outside Director or former Subsidiary OutsideDirector shall be personally liable in any action brought directly by thiscorporation as a shareholder of the Subsidiary Corporation or derivatively onbehalf of the Subsidiary Corporation (or by any shareholder of this corporationdouble-derivatively on behalf of this corporation and the SubsidiaryCorporation) for monetary damages for conduct as a Subsidiary Outside Directoroccurring after the effective date of this Article unless the conduct isFinally Adjudged to have been Egregious Conduct.

 

**Section 13.4.        MandatoryIndemnification of Directors.**  Subject to Sections 13.7 and 13.8 of thisArticle, the corporation shall indemnify any person who is, or is threatened tobe made, a party to any action, suit, or proceeding, whether civil, criminal,administrative, or investigative, and whether formal or informal, and whetherby or in the right of the corporation or its shareholders or by any other party,by reason of the fact that the person is or was a Director, Officer-Director,or Subsidiary Outside Director against judgments, penalties or penalty taxes,fines, settlements (even if paid or payable to the corporation or itsshareholders or to a Subsidiary Corporation) and reasonable expenses, includingattorneys’ fees, actually incurred in connection with such action, suit orproceeding unless the liability and expenses were on account of conduct FinallyAdjudged to be Egregious Conduct.

 

**Section 13.5.        AdvancingExpenses.** Except as prohibited by Sections 13.7 and 13.8 of this Article, thereasonable expenses, including attorneys’ fees, of a Director,Officer-Director, Subsidiary Outside Director, or person formerly serving inany such capacities, incurred in connection with an action, suit or proceedingin which the individual is entitled to indemnification under Section 13.4 shallbe paid or reimbursed by the corporation, upon request of such person, inadvance of the final disposition of such action, suit or proceeding uponreceipt by the corporation of a written, unsecured promise by the person torepay such amount if it shall be Finally Adjudged that the person is noteligible for indemnification.  Allexpenses incurred by such person in connection with such action, suit orproceeding shall be considered reasonable unless Finally Adjudged to beunreasonable.

 

**Section 13.6.        Procedure.**  Except as required by Section 13.7 and 13.8of this Article, no action by the Board of Directors, the shareholders, independentcounsel, or any other person or persons shall be necessary or appropriate tothe determination of the corporation’s indemnification obligation under thisArticle in any specific case, to the determination of the reasonableness of anyexpenses incurred by a person entitled to indemnification under this Article,nor to the authorization of indemnification in any specific case.

 

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**Section 13.7.        Exceptionfor Internal Claims.**  Notwithstanding anything else in these Articles, the corporationshall not be obligated to indemnify any person for any expenses, includingattorneys’ fees, incurred to assert any claim against the corporation (except aclaim to enforce rights to indemnification) or any person related to orassociated with it, including any person who would be entitled hereby toindemnification in connection with the claim.

 

**Section 13.8.        Exceptionfor Regulatory Claims.**

 

                (a)           RegulatoryProceeding Generally. Notwithstanding anything else in these Articles, indemnification of anyDirector, Officer-Director or Subsidiary Outside Director, or any personformerly serving in any such capacities, and advancement of expenses inconnection with either an administrative proceeding or a civil action institutedby a federal banking agency (“Regulatory Proceedings”) shall be governed bythis Section.

 

                (b)           BankingRegulations Defined.  The term“Banking Regulations” shall mean any state or federal laws or regulationsapplicable to the corporation, or any formal policies adopted by a regulatoryagency having jurisdiction over the corporation.

 

                (c)           Indemnificationin Regulatory Proceedings.  Thecorporation shall provide indemnification and advancement of expenses inconnection with Regulatory Proceedings to the extent permitted, and in themanner prescribed by Banking Regulations. Insurance and other means to ensure payment of costs and expenses inRegulatory Proceedings may be obtained or provided to the extent permitted andin the manner prescribed by Banking Regulations.

 

                (d)           FederalDeposit Insurance Corporation. Notwithstanding anything else in these Articles, the Articles aresubject to the requirements and limitations set forth in state and federallaws, rules, regulations, and orders regarding indemnification and prepaymentof legal expenses and liabilities, including Section 18(k) of the FederalDeposit Insurance Act, as amended, and Part 359 of the Federal DepositInsurance Corporation’s Rules and Regulations or any successor regulations.  To the extent of any conflict between stateand federal law regarding the interpretation and scope of the Articles, federallaw shall supercede and control.

 

**                Section 13.9.        Enforcementof Rights.** The corporation shall indemnify any person granted indemnification rightsunder this Article against any reasonable expenses incurred by the person toenforce such rights.

 

**                Section 13.10.      Set-off of Claims.**  Any person granted indemnification rightsherein may directly assert such rights in set-off of any claim raised againstthe person by or in the right of the corporation and shall be entitled to havethe same tribunal which adjudicates the corporation’s claim adjudicate theperson’s entitlement to indemnification by the corporation.

 

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**                Section 13.11.      Continuation of Rights.**  The indemnification rights provided in thisArticle shall continue as to a person who has ceased to be a Director,Officer-Director, or Subsidiary Outside Director and shall inure to the benefitof the heirs, executors, and administrators of such person.

 

**                Section 13.12.      Effect of Amendment or Repeal.**  Any amendment or repeal of this Articleshall not adversely affect any right or protection of a Director,Officer-Director, or Subsidiary Outside Director or person formerly serving inany of such capacities existing at the time of such amendment or repeal withrespect to acts or omissions occurring prior to such amendment or repeal.

 

**                Section 13.13.      Severability of Provisions.**  Each of the substantive provisions of thisArticle is separate and independent of the others, so that if any provisionhereof shall be held to be invalid or unenforceable for any reason, suchinvalidity or unenforceability shall not affect the validity or enforceabilityof the other provisions.

 

**                Section 13.14.      Application to Officers, Employees and Agents.**  By resolution, the Board of Directors mayextend the provisions of this Article 13 to any officers, employees or agentsof the corporation.

 

**ARTICLE XIV**

**DIRECTORS**

 

                The board of directors shall be divided intothree classes:  Class 1, Class 2, andClass 3, which shall be nearly equal in number as possible.  Each director shall serve for a term endingon the date of the third annual meeting of the shareholders following theannual meeting at which such director was elected; provided, however, that eachinitial director in Class 1 shall hold office until the annual meeting ofshareholders in 1998, each initial director in Class 2 shall hold office untilthe annual meeting of shareholders in 1989; and each initial director in Class3 shall hold office until the annual meeting of shareholders in 1990.

 

**ARTICLE XV**

**INCORPORATOR**

 

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

 

**ARTICLE XVI**

**EVALUATING OFFERS**

 

                The Board of Directors of the corporation,when evaluating any offer of another party to (a) make a tender or exchangeoffer for any equity security of the corporation, (b) merge or consolidate thecorporation with another corporation, or (c) purchase or otherwise acquire allor substantially all of the properties and assets of the corporation, shall, inconnection with the exercise of its judgment in determining what is in the bestinterests of the corporation and its

 

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stockholders, give dueconsideration to all relevant factors, including without limitation the socialand economic effects on the community, employees, customers, and otherconstituents of the corporation and its subsidiary.

 

**ARTICLE XVII**

**FAIR PRICE PROVISION**

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

 

                **Section 17.2**.        The approval requirements of Section 17.1 shall not apply ifeither:

 

                                (a)           TheBusiness Combination is approved by at least 66 2/3% of the Directors of theCorporation; or

 

                                (b)           Bothof the following conditions are satisfied:

 

                                                (i)            Thecash of fair market value of the property, securities or other consideration tobe received per share in the Business Combination by holders of the commonstock of the corporation is not less than the highest price per share(including brokerage commissions, soliciting dealers’ fees anddealer-management compensation) paid by such offeror in acquiring any of itsholdings of the corporation’s common stock; and

 

                                                (ii)           Aproxy statement responsive to the requirements of the Securities Exchange Actof 1934, whether or not the corporation is then subject to such requirements,shall be mailed to the stockholders of the corporation for the purpose ofsoliciting stockholders approval of such Business Combination.

 

                **Section 17.3.**        For the purposes of this Article 17:

 

                                (a)           Theterm “Business Combination” shall mean (i) any merger or consolidation of thecorporation, (ii) any sale, lease, exchange, transfer or other disposition,including, without limitation a mortgage or any other security device, of allor any Substantial part (as defined below) of the assets of the corporation(including without limitation any voting securities of a subsidiary) or of asubsidiary, (iii) any merger or consolidation with or into a corporation or itssubsidiary, (iv) the issuance of any securities of the corporation or asubsidiary of the corporation to any person or entity, or (v) any agreement,contract or other arrangement providing for any of the transactions describedin this definition of Business Combination

 

                                (b)           Theterm “Substantial Part” shall mean more than 10% of the total assets of thecorporation in question, as of the end of its most recent fiscal year prior tothe time determination is being made;

 

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