RESTATED BYLAWS
                                       OF
                           QUALITY FOOD CENTERS, INC.


                                   SECTION 1.

                     SHAREHOLDERS AND SHAREHOLDERS' MEETINGS

     1.1 Annual Meeting. The annual meeting of the shareholders of this
corporation (the "Corporation") for the election of directors and for the
transaction of such other business as may properly come before the meeting shall
be held each year at the principal office of the Corporation, or at some other
place either within or without the State of Washington as designated by the
Board of Directors, on the day and at the time as fixed by the Board of
Directors, which is attached hereto and incorporated herein by this reference,
or on such other day and time as may be set by the Board of Directors. If the
specified day is a Sunday or a legal holiday, then the meeting will take place
on the next business day at the same time or on such other day and time as may
be set by the Board of Directors.

     1.2 Special Meetings. Special meetings of the shareholders for any purpose
or purposes may be called at any time by the Board of Directors, the Chairman of
the Board, the President, a majority of the Board of Directors, or any
shareholder or shareholders holding in the aggregate one-fourth of the voting
power of all shareholders. The meetings shall be held at such time and place as
the Board of Directors may prescribe, or, if not held upon the request of the
Board of Directors, at such time and place as may be established by the
President or by the Secretary in the President's absence. Only business within
the purpose or purposes described in the meeting notice may be conducted.

     1.3 Notice of Meetings. Written notice of the place, date and time of the
annual shareholders' meeting and written notice of the place, date, time and
purpose or purposes of special shareholders' meetings shall be delivered not
less than 10 (or, if required by Washington law, 20) or more than 60 days before
the date of the meeting, either personally, by facsimile, or by mail, or in any
other manner approved by law, by or at the direction of the President or the
Secretary, to each shareholder of record entitled to notice of such meeting.
Mailed notices shall be deemed to be delivered when deposited in the mail,
first-class postage prepaid, correctly addressed to the shareholder's address
shown in the Corporation's current record of shareholders.
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          1.4 Waiver of Notice. Except where expressly prohibited by law or the
Articles of Incorporation, notice of the place, date, time and purpose or
purposes of any shareholders' meeting may be waived in a signed writing
delivered to the Corporation by any shareholder at any time, either before or 
after the meeting. Attendance at the meeting in person or by proxy waives 
objection to lack of notice or defective notice of the meeting unless the 
shareholder at the beginning of the meeting objects to holding the meeting or
transacting business at the meeting. A shareholder waives objection to 
consideration of a particular matter at a meeting that is not within the 
purpose or purposes described in the meeting notice, unless the shareholder
objects to considering the matter when it is presented.

     1.5 Shareholders' Action Without a Meeting. The shareholders may take any
action without a meeting that they could properly take at a meeting, if one or
more written consents setting forth the action so taken are signed by all of the
shareholders entitled to vote with respect to the subject matter and are
delivered to the Corporation for inclusion in the minutes or filing with the
corporate records. If required by Washington law, all nonvoting shareholders
must be given written notice of the proposed action at least ten days before the
action is taken, unless such notice is waived in a manner consistent with these
Bylaws. Actions taken under this section are effective when all consents are in
the possession of the Corporation, unless otherwise specified in the consent. A
shareholder may withdraw consent only by delivering a written notice of
withdrawal to the Corporation prior to the time that all consents are in the
possession of the Corporation.

     1.6 Telephone Meetings. Shareholders may participate in a meeting of
shareholders by means of a conference telephone or any similar communications
equipment that enables all persons participating in the meeting to hear each
other during the meeting. Participation by such means shall constitute presence
in person at a meeting.

     1.7 List of Shareholders. At least ten days before any shareholders'
meeting, the Secretary of the Corporation or the agent having charge of the
stock transfer books of the Corporation shall have compiled a complete list of
the shareholders entitled to notice of a shareholders' meeting, arranged in
alphabetical order and by voting group, with the address of each shareholder and
the number, class, and series, if any, of shares owned by each.

     1.8 Quorum and Voting. The presence in person or by proxy of the holders of
a majority of the votes entitled to be cast on a matter at a meeting shall
constitute a quorum of shareholders for that matter. If a quorum exists, action
on a matter shall be approved by a voting group if the votes cast within a
voting group favoring the action exceed the votes cast within the voting group
opposing the action, unless a greater number of affirmative votes is required by
the Articles of Incorporation or by law. If the Articles of Incorporation or
Washington law provide for voting by two or more voting groups on a matter,
action on 

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a matter is taken only when voted upon by each of those voting groups
counted separately. Action may be taken by one voting group on a matter even
though no action is taken by another voting group.

     1.9 Adjourned Meetings. If a shareholders' meeting is adjourned to a
different place, date or time, whether for failure to achieve a quorum or
otherwise, notice need not be given of the new place, date or time if the new
place, date or time is announced at the
meeting before adjournment. When a determination of shareholders entitled to
vote at any meeting of shareholders has been made as provided in these Bylaws,
that determination shall apply to any adjournment thereof, unless Washington law
requires fixing a new record date. If Washington law requires that a new record
date be set for the adjourned meeting, notice of the adjourned meeting must be
given to shareholders as of the new record date. Any business may be transacted
at an adjourned meeting that could have been transacted at the meeting as
originally called.

     1.10 Proxies. A shareholder may appoint a proxy to vote or otherwise act
for the shareholder by signing an appointment form, either personally or by an
agent. No appointment shall be valid after 11 months from the date of its
execution unless the appointment form expressly so provides. An appointment of a
proxy is revocable unless the appointment is coupled with an interest. No
revocation shall be effective until written notice thereof has actually been
received by the Secretary of the Corporation or any other person authorized to
tabulate votes.

                                   SECTION 2.

                               BOARD OF DIRECTORS

     2.1 Number and Qualification. The business affairs and property of the
Corporation shall be managed under the direction of a Board of Directors, the
number of members of which shall be three unless and until changed by resolution
of the Board of Directors. The Board of Directors may increase or decrease this
number by resolution. A decrease in the number of directors shall not shorten
the term of an incumbent director.

     2.2 Election - Term of Office. The directors shall be elected by the
shareholders at each annual shareholders' meeting or at a special shareholders'
meeting called for such purpose. Despite the expiration of a director's term,
the director continues to serve until his or her successor is elected and
qualified or until there is a decrease in the authorized number of directors.

     2.3 Vacancies. Except as otherwise provided by law, vacancies in the Board
of Directors, whether caused by resignation, death, retirement,
disqualification, removal, increase in the number of directors, or otherwise,
may be filled for the remainder of the term by the Board of Directors, by the
shareholders, or, if the directors in office constitute less than a quorum of
the Board of Directors, by an affirmative vote of a majority of the 

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remaining directors. The term of a director elected to fill a vacancy
expires at the next shareholders' meeting at which directors are elected. A
vacancy that will occur at a specific later date may be filled before the
vacancy occurs, but the new director may not take office until the vacancy
occurs.

     2.4 Quorum and Voting. At any meeting of the Board of Directors, the
presence in person (including presence by electronic means such as a telephone
conference call) of a
majority of the number of directors presently in office shall constitute a
quorum for the transaction of business. Notwithstanding the foregoing, in no
case shall a quorum be less than one-third of the authorized number of
directors. If a quorum is present at the time of a vote, the affirmative vote of
a majority of the directors present at the time of the vote shall be the act of
the Board of Directors and of the Corporation except as may be otherwise
specifically provided by the Articles of Incorporation, by these Bylaws, or by
law. A director who is present at a meeting of the Board of Directors when
action is taken is deemed to have assented to the action taken unless: (a) the
director objects at the beginning of the meeting, or promptly upon his or her
arrival, to holding it or to transacting business at the meeting; (b) the
director's dissent or abstention from the action taken is entered in the minutes
of the meeting; or (c) the director delivers written notice of his or her
dissent or abstention to the presiding officer of the meeting before its
adjournment or to the Corporation within a reasonable time after adjournment of
the meeting. The right of dissent or abstention is not available to a director
who votes in favor of the action taken.

     2.5 Regular Meetings. Regular meetings of the Board of Directors shall be
held at such place, date and time as shall from time to time be fixed by
resolution of the Board.

     2.6 Special Meetings. Special meetings of the Board of Directors may be
held at any place and at any time and may be called by the Chairman of the
Board, the President, Vice President, Secretary or Treasurer, or any two or more
directors.

     2.7 Notice of Meetings. Unless the Articles of Incorporation provide
otherwise, any regular meeting of the Board of Directors may be held without
notice of the date, time, place, or purpose of the meeting. Any special meeting
of the Board of Directors must be preceded by at least two days' notice of the
date, time, and place of the meeting, but not of its purpose, unless the
Articles of Incorporation or these Bylaws require otherwise. Notice may be given
personally, by facsimile, by mail, or in any other manner allowed by law. Oral
notice shall be sufficient only if a written record of such notice is included
in the Corporation's minute book. Notice shall be deemed effective at the
earliest of: (a) receipt; (b) delivery to the proper address or telephone number
of the director as shown in the Corporation's records; or (c) five days after
its deposit in the United States mail, as evidenced by the postmark, if
correctly addressed and mailed with first-class postage prepaid. Notice of any
meeting of the Board of Directors may be waived by any director at any time, by
a signed writing, delivered to the Corporation for inclusion in the minutes,
either before or after the meeting. Attendance or participation by a director at
a meeting shall constitute a waiver of any required notice of the meeting unless
the director promptly objects to holding

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the meeting or to the transaction of any business on the grounds that the
meeting was not lawfully convened and the director does not thereafter vote for
or assent to action taken at the meeting.

     2.8 Directors' Action Without A Meeting. The Board of Directors or a
committee thereof may take any action without a meeting that it could properly
take at a meeting if one or more written consents setting forth the action are
signed by all of the directors, or all of the members of the committee, as the
case may be, either before or after the action is taken, and if the consents are
delivered to the Corporation for inclusion in the minutes or filing with the
corporate records. Such action shall be effective upon the signing of a consent
by the last director to sign, unless the consent specifies a later effective
date.

     2.9 Committees of the Board of Directors. The Board of Directors, by
resolutions adopted by a majority of the members of the Board of Directors in
office, may create from among its members one or more committees and shall
appoint the members thereof. Each such committee must have two or more members,
who shall be directors and who shall serve at the pleasure of the Board of
Directors. Each committee of the Board of Directors may exercise the authority
of the Board of Directors to the extent provided in its enabling resolution and
any pertinent subsequent resolutions adopted in like manner, provided that the
authority of each such committee shall be subject to applicable law. Each
committee of the Board of Directors shall keep regular minutes of its
proceedings and shall report to the Board of Directors when requested to do so.

     2.10 Telephone Meetings. Members of the Board of Directors or of any
committee appointed by the Board of Directors may participate in a meeting of
the Board of Directors or committee by means of a conference telephone or
similar communications equipment that enables all persons participating in the
meeting to hear each other during the meeting. Participation by such means shall
constitute presence in person at a meeting.

     2.11 Compensation of Directors. The Board of Directors may fix the
compensation of directors as such and may authorize the reimbursement of their
expenses.

                                   SECTION 3.

                                    OFFICERS

     3.1 Officers Enumerated - Election. The officers of the Corporation shall
consist of such officers and assistant officers as may be designated by
resolution of the Board of Directors. The officers may include a Chairman of the
Board, a President, one or more Vice Presidents, a Secretary, a Treasurer, and
any assistant officers. The officers shall hold office at the pleasure of the
Board of Directors. Unless otherwise restricted by the Board of Directors, the
President may appoint any assistant officer, the Secretary may appoint one or

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more Assistant Secretaries, and the Treasurer may appoint one or more Assistant
Treasurers; provided that any such appointments shall be recorded in writing in
the corporate records.

     3.2 Qualifications. None of the officers of the Corporation need be a
director. Any two or more corporate offices may be held by the same person.

     3.3 Duties of the Officers. Unless otherwise prescribed by the Board of
Directors, the duties of the officers shall be as follows:

          Chairman of the Board. The Chairman of the Board, if one is elected,
shall preside at meetings of the Board of Directors and of the shareholders,
shall be responsible for carrying out the plans and directives of the Board of
Directors, shall report to and consult with the Board of Directors and, if the
Board so resolves, shall be the Chief Executive Officer. The Chairman of the
Board shall have such other powers and duties as the Board of Directors may from
time to time prescribe.

          President. The President shall exercise the usual executive powers
pertaining to the office of President. In the absence of a Chairman of the
Board, the President shall preside at meetings of the Board of Directors and of
the shareholders, perform the other duties of the Chairman of the Board
prescribed in this Section, and perform such other duties as the Board of
Directors may from time to time designate. In addition, if there is no Secretary
in office, the President shall perform the duties of the Secretary.

          Vice President. Each Vice President shall perform such duties as the
Board of Directors may from time to time designate. In addition, the Vice
President, or if there is more than one, the most senior Vice President
available, shall act as President in the absence or disability of the President.

          Secretary. The Secretary shall be responsible for and shall keep,
personally or with the assistance of others, records of the proceedings of the
directors and shareholders; authenticate records of the Corporation; attest all
certificates of stock in the name of the Corporation; keep the corporate seal,
if any, and affix the same to certificates of stock and other proper documents;
keep a record of the issuance of certificates of stock and the transfers of the
same; and perform such other duties as the Board of Directors may from time to
time designate.

          Treasurer. The Treasurer shall have the care and custody of, and be
responsible for, all funds and securities of the Corporation and shall cause to
be kept regular books of account. The Treasurer shall cause to be deposited all
funds and other valuable effects in the name of the Corporation in such
depositories as may be designated by the Board of Directors. In general, the
Treasurer shall perform all of the duties incident to the office of Treasurer,
and such other duties as from time to time may be assigned by the Board of
Directors.

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          Assistant Officers. Assistant officers may consist of one or more
Assistant Vice Presidents, one or more Assistant Secretaries, and one or more
Assistant Treasurers. Each assistant officer shall perform those duties assigned
to him or her from time to time by the Board of Directors, the President, or the
officer who appointed him or her.

     3.4 Vacancies. Vacancies in any office arising from any cause may be filled
by the Board of Directors at any regular or special meeting.

     3.5 Removal. Any officer or agent may be removed by action of the Board of
Directors with or without cause, but any removal shall be without prejudice to
the contract rights, if any, of the person removed. Election or appointment of
an officer or agent shall not of itself create any contract rights.

     3.6 Compensation. The compensation of all officers of the Corporation shall
be fixed by the Board of Directors.

                                   SECTION 4.

                        SHARES AND CERTIFICATES OF SHARES

     4.1 Share Certificates. Share certificates shall be issued in numerical
order, and each shareholder shall be entitled to a certificate signed by the
President or a Vice President, and attested by the Secretary or an Assistant
Secretary. Share certificates may be sealed with the corporate seal, if any.
Facsimiles of the signatures and seal may be used as permitted by law. Every
share certificate shall state:

          (a)  the name of the Corporation;

          (b)  that the Corporation is organized under the laws of the State of
               Washington;

          (c)  the name of the person to whom the share certificate is issued;

          (d)  the number, class and series (if any) of shares that the
               certificate represents; and

          (e)  if the Corporation is authorized to issue shares of more than one
               class or series, that upon written request and without charge,
               the Corporation will furnish any shareholder with a full
               statement of the designations, preferences, limitations and
               relative rights of the shares of each class or series, and the
               authority of the Board of Directors to determine variations for
               future series.

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     4.2 Consideration for Shares. Shares of the Corporation may be issued for
such consideration as shall be determined by the Board of Directors to be
adequate. The consideration for the issuance of shares may be paid in whole or
in part in cash, or in any tangible or intangible property or benefit to the
Corporation, including but not limited to promissory notes, services performed,
contracts for services to be performed, or other securities of the Corporation.
Establishment by the Board of Directors of the amount of consideration received
or to be received for shares of the Corporation shall be deemed to be a
determination that the consideration so established is adequate.

     4.3 Transfers. Shares may be transferred by delivery of the certificate,
accompanied either by an assignment in writing on the back of the certificate,
or by a written power of attorney to sell, assign and transfer the same, signed
by the record holder of the certificate. Except as otherwise specifically
provided in these Bylaws, no shares of stock shall be transferred on the books
of the Corporation until the outstanding certificate therefor has been
surrendered to the Corporation.

     4.4 Loss or Destruction of Certificates. In the event of the loss or
destruction of any certificate, a new certificate may be issued in lieu thereof
upon satisfactory proof of such loss or destruction, and upon the giving of
security against loss to the Corporation by bond, indemnity or otherwise, to the
extent deemed necessary by the Board of Directors, the Secretary, or the
Treasurer.

     4.5 Fixing Record Date. The Board of Directors may fix in advance a date as
the record date for determining shareholders entitled: (i) to notice of or to
vote at any shareholders' meeting or any adjournment thereof; (ii) to receive
payment of any share dividend; or (iii) to receive payment of any distribution.
The Board of Directors may in addition fix record dates with respect to any
allotment of rights or conversion or exchange of any securities by their terms,
or for any other proper purpose, as determined by the Board of Directors and by
law. The record date shall be not more than 70 days and, in case of a meeting of
shareholders, not less than 10 days (or such longer period as may be required by
Washington law) prior to the date on which the particular action requiring
determination of shareholders is to be taken. If no record date is fixed for
determining the shareholders entitled to notice of or to vote at a meeting of
shareholders, the record date shall be the date before the day on which notice
of the meeting is mailed. If no record date is fixed for the determination of
shareholders entitled to a distribution (other than one involving a purchase,
redemption, or other acquisition of the Corporation's own shares), the record
date shall be the date on which the Board adopted the resolution declaring the
distribution. If no record date is fixed for determining shareholders entitled
to a share dividend, the record date shall be the date on which the Board of
Directors authorized the dividend.

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                                   SECTION 5.

                           BOOKS, RECORDS AND REPORTS

     5.1 Records of Corporate Meetings, Accounting Records and Share Registers.
The Corporation shall keep, as permanent records, minutes of all meetings of the
Board of Directors and shareholders, and all actions taken without a meeting,
and all actions taken by a committee exercising the authority of the Board of
Directors. The Corporation or its agent shall maintain, in a form that permits
preparation of a list, a list of the names and addresses of its shareholders, in
alphabetical order by class of shares, and the number, class, and series, if
any, of shares held by each. The Corporation shall also maintain appropriate
accounting records, and at its principal place of business shall keep copies of:
(a) its Articles of Incorporation or restated Articles of Incorporation and all
amendments in effect; (b) its Bylaws or restated Bylaws and all amendments in
effect; (c) minutes of all shareholders' meetings and records of all actions
taken without meetings for the past three years; (d) the year-end balance sheets
and income statements for the past three fiscal years, prepared as required by
Washington law; (e) all written communications to shareholders generally in the
past three years; (f) a list of the names and business addresses of its current
officers and directors; and (g) its most recent annual report to the Secretary
of State.

     5.2 Copies of Corporate Records. Any person dealing with the Corporation
may rely upon a copy of any of the records of the proceedings, resolutions, or
votes of the Board of Directors or shareholders, when certified by the Chairman
of the Board, President, Vice President, Secretary or Assistant Secretary.

     5.3 Examination of Records. A shareholder shall have the right to inspect
and copy, during regular business hours at the principal office of the
Corporation, in person or by his or her attorney or agent, the corporate records
referred to in the last sentence of Section 5.1 of these Bylaws if the
shareholder gives the Corporation written notice of the demand at least five
business days before the date on which the shareholder wishes to make such
inspection. In addition, if a shareholder's demand is made in good faith and for
a proper purpose, a shareholder may inspect and copy, during regular business
hours at a reasonable location specified by the Corporation, excerpts from
minutes of any meeting of the Board of Directors, records of any action of a
committee of the Board of Directors, records of actions taken by the Board of
Directors without a meeting, minutes of shareholders' meetings held or records
of action taken by shareholders without a meeting not within the past three
years, accounting records of the Corporation, or the record of shareholders;
provided that the shareholder shall have made a demand describing with
reasonable particularity the shareholder's purpose and the records the
shareholder desires to inspect, and provided further that the records are
directly connected to the shareholder's purpose. This section shall not affect
any right of shareholders to inspect records of the Corporation that may be
otherwise granted to the shareholders by law.

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     5.4 Financial Statements. Not later than four months after the end of each
fiscal year, or in any event prior to its annual meeting of shareholders, the
Corporation shall prepare a balance sheet and income statement in accordance
with Washington law. The Corporation shall furnish a copy of each to any
shareholder upon written request.

                                   SECTION 6.

                                   FISCAL YEAR

     The fiscal year of the Corporation shall be the same as Fred Meyer, Inc.

                                    SECTION 7.

                       MISCELLANEOUS PROCEDURAL PROVISIONS

          The Board of Directors may adopt rules of procedure to govern any
meetings of shareholders or directors to the extent not inconsistent with law,
the Corporation's Articles of Incorporation, or these Bylaws, as they are in
effect from time to time. In the absence of any rules of procedure adopted by
the Board of Directors, the chairman of the meeting shall make all decisions
regarding the procedures for any meeting.

                                   SECTION 8.

                               AMENDMENT OF BYLAWS

          The Board of Directors is expressly authorized to make, alter and
repeal the Bylaws of the Corporation, subject to the power of the shareholders
of the Corporation to change or repeal the Bylaws.

                                   SECTION 9.

                     INDEMNIFICATION OF DIRECTORS AND OTHERS

     9.1 Definitions. For purposes of this Section:

          (1) "Corporation" includes any domestic or foreign predecessor entity
of the Corporation in a merger or other transaction in which the predecessor's
existence ceased upon consummation of the transaction.

          (2) "Director" means an individual who is or was a director of the
Corporation or an individual who, while a director of the Corporation, is or was
serving at the Corporation's request as a director, officer, partner, trustee,
employee, or agent of another foreign or domestic corporation, partnership,
joint venture, trust, employee benefit plan, or other enterprise. A director is
considered to be serving an employee benefit plan at 

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the Corporation's request if the director's duties to the Corporation also
impose duties on, or otherwise involve services by, the director to the plan or
to participants in or beneficiaries of the plan. "Director" includes, unless the
context requires otherwise, the estate or personal representative of a director.

          (3) "Expenses" include counsel fees.

          (4) "Liability" means the obligation to pay a judgment, settlement,
penalty, fine, including an excise tax assessed with respect to an employee
benefit plan, or reasonable expenses incurred with respect to a proceeding.

          (5) "Official capacity" means: (i) When used with respect to a
director, the office of director in the Corporation; and (ii) when used with
respect to an individual other than a director, as contemplated in Section 9.8
of this Section 9, the office in the Corporation held by the officer or the
employment or agency relationship undertaken by the employee or agent on behalf
of the Corporation. "Official capacity" does not include service for any other
foreign or domestic corporation or any partnership, joint venture, trust,
employee benefit plan, or other enterprise.

          (6) "Party" includes an individual who was, is, or is threatened to be
made or named a defendant or respondent in a proceeding.

          (7) "Proceeding" means any threatened, pending, or completed action,
suit, or proceeding, whether civil, criminal, administrative or investigative
and whether formal or informal.

     9.2 Right of Indemnification.

          (1) The Corporation shall indemnify any person (or the estate of any
person) who was or is a party to any proceeding, whether or not brought by or in
the right of the Corporation, by reason of the fact that such person is or was a
director, officer, employee or agent of the Corporation, or is or was serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise (all
such persons, hereinafter "Agent"), against reasonable expenses incurred by such
person in connection with the proceeding.

          (2) Except as provided in subsection (5) of this Section 9.2, the
Corporation shall indemnify an individual made a party to a proceeding because
the individual is or was an Agent (as defined above) against liability incurred
in the proceeding if:

               (i) The individual acted in good faith; and

               (ii) The individual reasonably believed:

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                    (a) In the case of conduct in the individual's official
capacity with the Corporation, that the individual's conduct was in the
Corporation's best interests;

                    (b) In all other cases, the individual's conduct was at
least not opposed to the Corporation's best interests; and

               (iii) In the case of any criminal proceeding, the individual had
no reasonable cause to believe the individual's conduct was unlawful.

          (3) A director's conduct with respect to an employee benefit plan for
a purpose the director reasonably believed to be in the interests of the
participants in and beneficiaries of the plan is conduct that satisfies the
requirement of subsection (2)(ii) of this Section 9.

          (4) The termination of a proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent is not, of
itself, determinative that the director did not meet the standard of conduct
described in this Section.

          (5) The Corporation shall not indemnify an Agent under this Section
9.2:

               (i) In connection with a proceeding by or in the right of the
Corporation in which the Agent was adjudged liable to the Corporation; or

               (ii) In connection with any other proceeding charging improper
personal benefit to the Agent, whether or not involving action in the Agent's
official capacity, in which the director was adjudged liable on the basis that
personal benefit was improperly received by the Agent.

          (6) Indemnification under this Section 9.2 in connection with a
proceeding by or in the right of the Corporation is limited to reasonable
expenses incurred in connection with the proceeding.

     9.3 Advance for Expenses.

          (1) The Corporation shall pay for or reimburse the reasonable expenses
incurred by an Agent who is a party to a proceeding in advance of final
disposition of the proceeding if:

               (i) The Agent furnishes the Corporation a written affirmation of
the Agent's good faith belief that the director has met the standard of conduct
described in Section 9.2 herein; and

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               (ii) The Agent furnishes the Corporation a written undertaking,
executed personally or on the Agent's behalf, to repay the advance if it is
ultimately determined that the Agent did not meet the standard of conduct.

          (2) The undertaking required by subsection (1)(i) of this Section 9.3
must be an unlimited general obligation of the Agent but need not be secured and
may be accepted without reference to financial ability to make repayment.

     9.4 Court-Ordered Indemnification. An Agent of the Corporation who is a
party to a proceeding may apply for indemnification or advance of expenses to
the court conducting the proceeding or to another court of competent
jurisdiction. On receipt of an application, the court after giving any notice
the court considers necessary, may order indemnification or advance of expenses
if it determines:

          (1) The Agent is entitled to mandatory indemnification pursuant to RCW
23B.08.520, in which case the court shall also order the Corporation to pay
indemnification;

          (2) The Agent is fairly and reasonably entitled to indemnification in
view of all the relevant circumstances, whether or not the director met the
standard of conduct set forth in section 9.2 herein, or was adjudged liable as
described in Section 9.2(5) herein, but if the Agent was adjudged so liable, the
Agent's indemnification is limited to reasonable expenses incurred; or

          (3) In the case of an advance of expenses, the Agent is entitled
pursuant to the Articles of Incorporation, Bylaws, or any applicable resolution
or contract, to payment or reimbursement of the Agent's reasonable expenses
incurred as a party to the proceeding in advance of final disposition of the
proceeding.

     9.5 Determination and Authorization of Indemnification.

          (1) The Corporation shall not indemnify an Agent under this Section 9
unless authorized in the specific case after a determination has been made that
indemnification of the Agent is permissible in the circumstances because the
Agent has met the standard of conduct set forth in section 9.2(2) herein.

          (2) The determination shall be made:

               (i) By the Board of Directors by majority vote of a quorum
consisting of directors not at the time parties to the proceeding;

               (ii) If a quorum cannot be obtained under (i) of this subsection,
by majority vote of a committee duly designated by the Board of Directors, in
which designation 

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directors who are parties may participate, consisting solely of two or more
directors not at the time parties to the proceeding;

               (iii) By special legal counsel:

                    (a) Selected by the Board of Directors or its committee in
the manner prescribed in (i) or (ii) of this subsection; or

                    (b) If a quorum of the Board of Directors cannot be obtained
under (i) of this subsection and a committee cannot be designated under (ii) of
this subsection, selected by majority vote of the full Board of Directors, in
which selection directors who are parties may participate; or

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

          (3) Authorization of indemnification and evaluation as to
reasonableness of expenses shall be made in the same manner as the determination
that indemnification is permissible, except that if the determination is made by
special legal counsel, authorization of indemnification and evaluation as to
reasonableness of expenses shall be made by those entitled under subsection
(2)(iii) of this Section to select counsel.

     9.6 Insurance. The Corporation may purchase and maintain insurance 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 the Corporation as a director,
officer, partner, trustee, employee, or agent of another foreign or domestic
corporation, partnership, joint venture, trust, employee benefit plan, or other
enterprise, against liability asserted against or incurred by the individual in
that capacity or arising from the individual's status as a director, officer,
employee, or agent, whether or not the Corporation would have power to indemnify
the individual against the same liability under this Section 9.

     9.7 Indemnification as a Witness. This Section 9 does not limit a
Corporation's power to pay or reimburse expenses incurred by an Agent in
connection with the Agent's appearance as a witness in a proceeding at a time
when the Agent has not been made a named defendant or respondent to the
proceeding.

     9.8 Report to Shareholders. If the Corporation indemnifies or advances
expenses to a director pursuant to this Section 9 in connection with a
proceeding by or in the right of the Corporation, the Corporation shall report
the indemnification or advance in writing to the shareholders with or before the
notice of the next shareholders' meeting.

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     9.9 Shareholder Authorized Indemnification.

          (1) If authorized by a resolution adopted or ratified, before or after
the event, by the shareholders of the Corporation, the Corporation shall have
the power to indemnify or agree to indemnify a director made a party to a
proceeding, or obligate itself to advance or reimburse expenses incurred in a
proceeding, without regard to the limitations contained in this Section 9 (other
than this section 9.9); provided that no such indemnity shall indemnify any
director from or on account of:

               (i) Acts or omissions of the director finally adjudged to be
intentional misconduct or a knowing violation of law;

               (ii) Conduct of the director finally adjudged to be an unlawful
distribution under RCW 23B.08.310; or

               (iii) Any transaction with respect to which it was finally
adjudged that such director personally received a benefit in money, property, or
services to which the director was not legally entitled.

          (2) Unless a resolution adopted or ratified by the shareholders of the
Corporation provides otherwise, any determination as to any indemnity or advance
of expenses under subsection (1) of this Section 9.9 shall be made in accordance
with Section 9.5 herein.

     9.10 Savings Clause. If this Section 9 or any portion thereof shall be
invalidated on any ground by any court of competent jurisdiction, the
Corporation shall nevertheless indemnify each Agent as to expenses (including
attorneys' fees), judgements, fines and amounts paid in settlement with respect
to any proceeding whether or not brought by or in the right of the Corporation,
to the full extent permitted by any applicable portion of this Section 9 that
shall not have been invalidated, or by any other applicable law.

                                   SECTION 10.

                 REPRESENTATION OF SHARES OF OTHER CORPORATIONS

          Unless otherwise restricted by the Board of Directors, the Chairman,
President, and any Vice President of the Corporation are each authorized to
vote, represent and exercise on behalf of the Corporation all rights incident to
any and all shares of other corporations standing in the name of the
Corporation. This authority may be exercised by such officers either in person
or by a duly executed proxy or power of attorney.

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