Bylaws - Willamette Industries Inc.


                                    BYLAWS
                                       OF
                           WILLAMETTE INDUSTRIES, INC.
                               AS AMENDED THROUGH
                                FEBRUARY 11, 2002


                                    ARTICLE I

                                     Offices

              Section 1. Principal Office. The principal office of the
corporation in the State of Oregon shall be located in the City of Portland,
County of Multnomah. The corporation may have such other offices, either within
or without the State of Oregon, as the board of directors may designate or as
the business of the corporation may require from time to time.

              Section 2. Registered Office. The registered office of the
corporation required by the Oregon Business Corporation Act ("Act") to be
maintained in the State of Oregon may be, but need not be, the same as any of
its places of business in the State of Oregon, and the location of the
registered office may be changed from time to time by the board of directors or
the registered agent of the corporation.

                                   ARTICLE II

                                  Shareholders

              Section 1. Annual Meeting. The annual meeting of the shareholders
of the corporation for the purpose of electing directors and for the transaction
of such other business as may properly be brought before the meeting shall be
held on such date and at such time as may be designated from time to time by the
board of directors.

              Section 2. Special Meetings. Special meetings of the shareholders,
for any purpose or purposes, may be called by the chairman of the board, by the
president and chief executive officer, or by the board of directors, and shall
be called by the chairman of the board if one or more written demands for a


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meeting describing the purpose or purposes for which it is to be held are
signed, dated and delivered to the secretary of the corporation by the holders
of at least 10 percent of all votes entitled to be cast on any issue proposed to
be considered at the meeting.

              Section 3. Place of Meeting. The board of directors shall
determine the place of meeting for all annual and special meetings of the
shareholders. In the absence of any such determination, all meetings of
shareholders shall be held at the principal office of the corporation in the
State of Oregon.

              Section 4. Notice of Meeting. Written or printed notice stating
the place, day and hour of the meeting and, in case of a special meeting, the
purpose or purposes for which the meeting is called, shall be given not earlier
than 60 nor less than ten days before the date of the meeting, either personally
or by mail, by or at the direction of the chairman of the board, the president
and chief executive officer, or the secretary, or the persons calling the
meeting, to each shareholder of record entitled to vote at such meeting. If
mailed, such notice shall be effective when deposited in the United States mail,
addressed to the shareholder at his address as shown in the corporation's
current record of shareholders, with postage thereon prepaid. If a meeting is
adjourned to a different date, time or place announced at the meeting before
adjournment, notice need not be given of the new date, time or place unless a
new record date is or must be fixed for the adjourned meeting.

              Section 5. Quorum; Manner of Acting. Shares entitled to vote as a
separate voting group may take action on a matter only if a quorum of those
shares exists with respect to the matter. A majority of the votes entitled to be
cast on the matter by voting group, represented in person or by proxy, shall
constitute a quorum of that voting group for action on that


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matter. If a quorum exists, action on a matter, other than the election of
directors, shall be approved by a voting group if the votes cast within the
voting group favoring the action exceed the votes cast opposing the action
unless the Act requires a greater number of affirmative votes. Directors shall
be elected by a plurality of the votes cast by the shares entitled to vote in
the election at a meeting at which a quorum is present. Once a share is
represented for any purpose at a meeting, it shall be deemed present for quorum
purposes for the remainder of the meeting and for any adjournment of the meeting
unless a new record date is or must be set for the adjourned meeting.

              Section 6. Proxies. At all meetings of shareholders, a shareholder
may vote by proxy executed in writing by the shareholder or by his duly
authorized attorney-in-fact. Such proxy shall be filed with the secretary of the
corporation before or at the time of the meeting. No proxy shall be valid after
eleven months from the date of its execution, unless otherwise provided in the
proxy.

              Section 7. Voting of Shares. Each outstanding share of the
corporation's common stock shall be entitled to one vote upon each matter
submitted to a vote at a meeting of the shareholders except that shares owned,
directly or indirectly, by another corporation in which the corporation owns,
directly or indirectly, a majority of the shares entitled to vote for the
election of directors of such other corporation shall not be voted at any
meeting or counted in determining the total number of outstanding shares at any
given time.

              Section 8. Acceptance of Votes. If the name signed on a vote,
consent, waiver or proxy appointment corresponds to the name of a shareholder,
the corporation shall be entitled to


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accept the vote, consent, waiver or proxy appointment and give it effect as the
act of the shareholder.

              If the name signed on a vote, consent, waiver or proxy appointment
does not correspond to the name of its shareholder, the corporation shall
nevertheless be entitled to accept the vote, consent, waiver or proxy
appointment and give it effect as the act of the shareholder if:

              (a) The shareholder is an entity and the name signed purports to
       be that of an officer or agent of the entity.

              (b) The name signed purports to be that of an administrator,
       executor, guardian or conservator representing the shareholder.

              (c) The name signed purports to be that of a receiver or trustee
       in bankruptcy of the shareholder.

              (d) The name signed purports to be that of a pledgee, beneficial
       owner or attorney-in-fact of the shareholder.

              (e) Two or more persons are the shareholder as cotenants or
       fiduciaries, the name signed purports to be the name of at least one of
       the co-owners, and the person signing appears to be acting on behalf of
       all co-owners.

              The corporation shall be entitled to reject a vote, consent,
       waiver or proxy if the secretary or other officer or agent authorized to
       tabulate votes, acting in good faith, has reasonable basis for doubt
       about the validity of the signature on it or about the signatory's
       authority to sign for the shareholder.


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              Section 9. Notice of Business.

              (a) Annual Meetings of Shareholders.

                     (1) Nominations of persons for election to the board of
              directors of the corporation and the proposal of business to be
              considered by the shareholders may be made at an annual meeting of
              shareholders only (A) pursuant to the corporation's notice of
              meeting delivered pursuant to Section 4 of this Article II, (B) by
              the board of directors or a proxy committee appointed by the board
              of directors or (C) by any shareholder of the corporation who is
              entitled to vote at the meeting, who complied with the notice
              procedures set forth in subparagraph

                     (2) of this paragraph (a) of this bylaw and who was a
              shareholder of record at the time such notice is delivered to the
              secretary of the corporation. (2) For nominations or other
              business to be properly brought before an annual meeting by a
              shareholder pursuant to clause (C) of paragraph (a)(1) of this
              bylaw, the shareholder must have given timely notice thereof in
              writing to the secretary of the corporation, and, in the case of
              business other than nominations, such other business must be a
              proper matter for shareholder action. To be timely, a
              shareholder's notice shall be delivered to the secretary at the
              principal executive offices of the corporation not less than
              ninety days nor more than one hundred twenty days prior to the
              first anniversary of the preceding year's annual meeting;
              provided, however, that in the event that the date of the annual
              meeting is advanced by more than twenty days, or delayed by more
              than seventy days, from such


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              anniversary date, notice by the shareholder to be timely must be
              so delivered not earlier than the one hundred twentieth day prior
              to such annual meeting and not later than the close of business on
              the later of the ninetieth day prior to such annual meeting or the
              tenth day following the day on which public announcement of the
              date of such meeting is first made. Such shareholder's notice
              shall set forth (A) as to each person whom the shareholder
              proposes to nominate for election or re-election as a director (i)
              all information relating to such person that is required to be
              disclosed in solicitations of proxies for election of directors,
              or is otherwise required, in each case pursuant to Regulation 14A
              under the Securities Exchange Act of 1934, as amended (the
              "Exchange Act"), including such person's written consent to being
              named in the proxy statement as a nominee and to serving as a
              director if elected and (ii) a description of all arrangements or
              understandings between the shareholder and such person and any
              other person or persons (naming such person or persons) pursuant
              to which the nomination is to be made by the shareholder; (B) as
              to any other business that the shareholder proposes to bring
              before the meeting, a brief description of the business desired to
              be brought before the meeting, the text of the proposal or
              business (including the text of any resolutions proposed for
              consideration and in the event that such business includes a
              proposal to amend the bylaws of the corporation, the language of
              the proposed amendment), the reasons for conducting such business
              at the meeting and any material interest in


                                     - 6 -


              such business of such shareholder and the beneficial owner, if
              any, on whose behalf the proposal is made; and (C) as to the
              shareholder giving the notice and the beneficial owner, if any, on
              whose behalf the nomination or proposal is made (i) the name and
              address of such shareholder, as they appear on the corporation's
              books, and of such beneficial owner, (ii) the class and number of
              shares of the corporation which are owned beneficially and of
              record by such shareholder and such beneficial owner, (iii) a
              representation that the shareholder is a holder of record of stock
              of the corporation entitled to vote at such meeting and intends to
              appear in person or by proxy at the meeting to propose such
              business or nomination, and (iv) a representation whether the
              shareholder or the beneficial owner, if any, intends or is part of
              a group which intends (x) to deliver a proxy statement and/or form
              of proxy to holders of at least the percentage of the
              corporation's outstanding capital stock required to approve or
              adopt the proposal or elect the nominee and/or (y) otherwise to
              solicit proxies from shareholders in support of such proposal or
              nomination. The foregoing notice requirements shall be deemed
              satisfied by a shareholder if the shareholder has notified the
              corporation of his or her intention to present a proposal at an
              annual meeting in compliance with Rule 14a-8 (or any successor
              thereof) promulgated under the Exchange Act and such shareholder's
              proposal has been included in a proxy statement that has been
              prepared by the corporation to solicit proxies for such annual
              meeting. The corporation may require any


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              proposed nominee to furnish such other information as it may
              reasonably require to determine the eligibility of such proposed
              nominee to serve as a director of the corporation.

              (b) Special Meetings of Shareholders.

              Only such business shall be conducted at a special meeting of
       shareholders as shall have been brought before the meeting pursuant to
       the corporation's notice of meeting pursuant to Section 4 of this Article
       II. Any shareholder or shareholders seeking to request the corporation to
       call a special meeting of shareholders pursuant to Section 2 of this
       Article II shall deliver or mail written notice of such request to the
       secretary of the corporation at its principal executive offices (the
       "Notice"). The Notice shall contain all the information that would be
       required in a notice to the secretary given pursuant to clauses (B) and
       (C) of paragraph (a)(2) of this bylaw.

              (c) General.

                     (1) Only persons who are nominated in accordance with the
              procedures set forth in this bylaw shall be eligible to be elected
              at an annual meeting of shareholders of the corporation to serve
              as directors and only such business shall be conducted at a
              meeting of shareholders as shall have been brought before the
              meeting in accordance with the procedures set forth in this bylaw.
              Except as otherwise provided by law, the Restated Articles of
              Incorporation of the corporation or these bylaws, the chairman of
              the meeting shall have the power and duty to determine (A) whether
              a nomination or any business proposed to be brought before the
              meeting was made in accordance with the procedures set forth in
              this bylaw (including whether


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              the shareholder or beneficial owner, if any, on whose behalf the
              nomination or proposal is made solicited (or is part of a group
              which solicited) or did not so solicit, as the case may be,
              proxies in support of such shareholder's nominee or proposal in
              compliance with such shareholder's representation as required by
              clause (a)(2)(C)(iv) of this bylaw) and (B) if any proposed
              nomination or business is not in compliance with this bylaw, to
              declare that such defective nomination shall be disregarded or
              that such proposed business shall not be transacted.
              Notwithstanding the foregoing provisions of this bylaw, if the
              shareholder (or a qualified representative of the shareholder)
              does not appear at the annual or special meeting of shareholders
              of the corporation to present a nomination or business, such
              nomination shall be disregarded and such proposed business shall
              not be transacted, notwithstanding that proxies in respect of such
              vote may have been received by the corporation.

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

                     (3) For purposes of this bylaw, no adjournment nor notice
              of adjournment of any meeting shall be deemed to constitute a new
              notice of such meeting for purposes of this Section 9, and in
              order for any notification required to be delivered by a
              shareholder pursuant to this Section 9 to be timely, such


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              notification must be delivered within the periods set forth above
              with respect to the originally scheduled meeting.

                     (4) Notwithstanding the foregoing provisions of this bylaw,
              a shareholder shall also comply with all applicable requirements
              of the Exchange Act and the rules and regulations thereunder with
              respect to the matters set forth in this bylaw. Nothing in this
              bylaw shall be deemed to affect any rights of shareholders to
              request inclusion of proposals in the corporation's proxy
              statement pursuant to Rule 14a-8 under the Exchange Act.

                                   ARTICLE III

                               Board of Directors

              Section 1. General Powers. The business and affairs of the
corporation shall be managed by its board of directors.

              Section 2. Number, Tenure and Classification. The number of
directors shall be seven, divided into three classes, two directors to be
designated as Class A directors, two directors to be designated as Class B
directors, and three directors to be designated as Class C directors. At each
annual meeting, directors to replace those whose terms expire at such annual
meeting shall be elected, each such director to hold office until the third
annual meeting next succeeding his election and until his successor is elected
or until his death, resignation, retirement or removal.

              Section 3. Regular Meetings. A regular meeting of the board of
directors shall be held without other notice than this bylaw immediately after,
and at the same place as, the annual meeting of shareholders. The board of
directors may provide by resolution the time and place, either within or


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without the State of Oregon, for the holding of additional regular meetings
without other notice than such resolution.

              Section 4. Special Meetings. Special meetings of the board of
directors may be called by or at the request of the chairman of the board or any
two directors. The person or persons authorized to call special meetings of the
board of directors may fix any place, either within or without the State of
Oregon, as the place for holding any special meeting of the board of directors
called by them.

              Section 5. Notice; Waiver. Notice of the time, date and place of
any special meeting called by or at the request of the chairman of the board
shall be given at least twenty-four hours previously thereto, orally or by
written notice delivered personally or given by telegraph, teletype, facsimile
transmission or other form of wire communication, or by mail or private carrier,
to each director at his business address or residence address. Notice of the
time, date and place of any special meeting called by or at the request of any
two directors shall be given at least ten days previously thereto, orally or by
written notice delivered personally or given by telegraph, teletype, facsimile
transmission or other form of wire communication, or by mail or private carrier,
to each director at his business or residence address. Oral notice shall be
effective when communicated if communicated in a comprehensible manner and
written notice shall be effective at the earliest of the following: (a) when
received, (b) five days after its deposit in the United States mail, as
evidenced by the postmark, if mailed postpaid and correctly addressed, (c) on
the date shown on the return receipt, if sent by registered or certified mail,
return receipt requested, and the receipt is signed by or on behalf of the
director and (d) if by facsimile transmission, two hours after the notice is
transmitted. A director's


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attendance at, or participation in, a meeting shall constitute a waiver of
notice of such meeting, except where a director at the beginning of the meeting,
or promptly upon the director's arrival, objects to holding of the meeting or
the transacting of business at the meeting and does not thereafter vote for or
assent to action taken at the meeting. A written waiver of notice of a meeting
signed by the director or directors entitled to such notice, whether before or
after the time stated therein, which specifies the meeting for which notice is
waived and which is filed with the minutes or corporate records shall be
equivalent to the giving of such notice. Neither the business to be transacted
at, nor the purpose of, any regular or special meeting of the board of directors
need be specified in the notice or waiver of notice of such meeting.

              Section 6. Quorum. A majority of the number of directors fixed by
Section 2 of this Article III shall constitute a quorum for the transaction of
business at any meeting of the board of directors, but, if less than such
majority is present at a meeting, a majority of the directors present may
adjourn the meeting from time to time without further notice.

              Section 7. Manner of Acting. The affirmative vote of a majority of
the directors present at a meeting at which a quorum is present shall be the act
of the board of directors.

              Section 8. Vacancies. Any vacancy occurring in the board of
directors, including a vacancy resulting from an increase in the number of
directors, may be filled by the board of directors or, if the remaining
directors constitute fewer than a quorum, by the affirmative vote of a majority
of all the remaining directors. The term of a director elected to fill a vacancy
shall expire at the next shareholders' meeting at which directors are elected.


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              Section 9. Presumption of Assent. A director who is present at a
meeting of the board of directors at which corporate action is taken shall be
deemed to have assented to the action taken, unless (a) the director objects at
the beginning of the meeting, or promptly upon the director's arrival, to
holding the meeting or 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 dissent or abstention to
the presiding officer of the meeting before its adjournment or to the
corporation immediately after adjournment of the meeting. Such right to dissent
or abstain shall not apply to a director who voted in favor of such action.

              Section 10. Removal of Directors. All or any number of the
directors of the corporation may be removed, with or without cause, at a meeting
called expressly for that purpose, by the affirmative vote of the holders of not
less than 80 percent of the outstanding shares of capital stock of the
corporation.

              Section 11. Compensation. By resolution of the board of directors,
each director may be paid an annual fee as director and, in addition thereto, a
fixed sum for attendance at each meeting of the board of directors and executive
committee or other committees and his expenses, if any, of attendance at any
such meeting. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor.

              Section 12. Retirement. Each director shall retire from the board
of directors on the date of the regular quarterly meeting of directors next
following the date on which he attains the age of 72 and shall not be eligible
thereafter for reelection.


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              Section 13. Emeritus Director. The board of directors may elect
one or more emeritus directors to serve at the pleasure of the board of
directors. Persons eligible to serve as emeritus directors shall be former
directors of this corporation or of a predecessor corporation; an emeritus
director shall be entitled to attend meetings of the board of directors but
shall not be entitled to vote on any matter submitted to the board of directors.
The board of directors shall fix the compensation to be paid each emeritus
director. Notice of any meeting of the board of directors need not be given to
an emeritus director, and he shall not be counted for a quorum of the board of
directors.

              Section 14. Action Without a Meeting. Any action that may be taken
by the board of directors at a meeting may be taken without a meeting if one or
more consents in writing describing the action so taken shall be signed by all
the directors and included in the minutes or filed with the corporate records
reflecting the action taken.

              Section 15. Telephonic Meetings. Meetings of the board of
directors, or of any committee designated by the board of directors, may be held
by means of conference telephone or any other means of communication by which
all directors participating in the meeting can hear each other simultaneously
during the meeting, and such participation shall constitute presence in person
at the meeting.


                                     - 14 -


                                   ARTICLE IV

                               Executive Committee
                              and Other Committees

              Section 1. Appointment. The board of directors by resolution
adopted by a majority of the full board may appoint an executive committee to
consist of a chairman and two or more other directors. The chairman of the
committee shall be a director and shall be selected by the board of directors
from the members of the executive committee. The designation of such committee
and the delegation thereto of authority shall not operate to relieve the board
of directors, or any member thereof, of any responsibility imposed by law.

              Section 2. Authority. The executive committee, when the board of
directors is not in session, shall have and may exercise all the authority of
the board of directors except to the extent, if any, that such authority shall
be limited by the resolution appointing the executive committee and except also
that neither the executive committee nor any other committee of the board of
directors appointed pursuant to Section 10 of this Article IV shall have the
authority to (a) authorize distributions; (b) approve or propose to shareholders
actions required by the Act to be approved by shareholders; (c) fill vacancies
on the board of directors or any of its committees; (d) amend articles of
incorporation; (e) adopt, amend or repeal bylaws; (f) approve a plan of merger
not requiring shareholder approval; (g) authorize or approve reacquisition of
shares, except according to a formula or method prescribed by the board of
directors; or (h) authorize or approve the issuance or sale or contract for sale
of shares, or determine the designation and relative rights, preferences and
limitations of a class or series of shares, except that the board of directors
may authorize a committee or a senior executive officer of the


                                     - 15 -


corporation to do so within limits specifically prescribed by the board of
directors.

              Section 3. Tenure and Qualifications. Each member of the executive
committee shall hold office until the next regular annual meeting of the board
of directors following his appointment and until his successor is appointed as a
member of the executive committee.

              Section 4. Meetings; Notice; Waiver. Regular meetings of the
executive committee or any other committee of the board of directors appointed
pursuant to Section 10 of this Article IV may be held without notice at such
times and places as the committee may fix from time to time by resolution.
Special meetings of the executive committee or any such other committee may be
called by any member thereof upon not less than two days' notice stating the
place, date and hour of the meeting. The provisions of Section 5 of Article III
shall apply to the method for giving of notice of special meetings of the
executive committee or any such other committee and to the waiver of notice of
any such meetings. The notice of a meeting of the executive committee or any
such other committee need not state the business proposed to be transacted at
the meeting.

              Section 5. Quorum; Manner of Acting. A majority of the members of
the executive committee or any such other committee shall constitute a quorum
for the transaction of business at any meeting thereof, and the act of a
majority of the members present at a meeting at which a quorum is present shall
be the act of the committee.

              Section 6. Action Without a Meeting. Any action that may be taken
by the executive committee or any such other committee at a meeting may be taken
without a meeting if one or more consents in writing describing the action so
taken shall be signed by all the members of the committee and included in the


                                     - 16 -


minutes of the committee or filed with the corporate records reflecting the
action so taken.

              Section 7. Vacancies. Any vacancy in the executive committee or
any such other committee may be filled by a resolution adopted by a majority of
the full board of directors.

              Section 8. Resignations and Removal. Any member of the executive
committee or any such other committee may be removed at any time with or without
cause by resolution adopted by a majority of the full board of directors. Any
member of the executive committee or any such other committee may resign as a
member of the committee at any time by giving written notice to the chairman of
the board or secretary of the corporation, and, unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make it
effective.

              Section 9. Procedure. The chairman of the executive committee
shall be the presiding officer of the executive committee. The executive
committee and any such other committee shall fix its own rules of procedure
which shall not be inconsistent with these bylaws. The committee shall keep
regular minutes of its proceedings and report the same to the board of directors
for its information at the meeting thereof held next after the proceedings shall
have been taken.

              Section 10. Appointment of Other Committees of the Board of
Directors. The board of directors may from time to time by resolution adopted by
a majority of the full board, create any other committee or committees of the
board of directors and appoint members of the board to serve thereon. Each such
committee shall have two or more members and, to the extent specified by the
board of directors, may exercise the powers of the board subject to the
limitations set forth in Section 2 of this Article IV.


                                     - 17 -


              Section 11. Appointment of Other Committees. The board of
directors or the executive committee or, pursuant to the authority of the board
of directors or the executive committee, the chairman of the board may from time
to time create and appoint any other committee or committees, or subcommittee or
subcommittees, whether composed of directors, officers or employees, with such
duties, responsibilities and authority as may be prescribed by the board of
directors or the executive committee, or by the chairman of the board pursuant
to the authority of the board of directors or of the executive committee.

              Each such committee or subcommittee shall fix its own rules of
procedure. The board of directors, the executive committee or the chairman of
the board with respect to any such committee or subcommittee created and
appointed by him shall have power to change the members of any such committee or
subcommittee at any time, to fill vacancies and to dissolve any such committee
or subcommittee at any time. Any committee may appoint one or more
subcommittees, of its own members, to advise with such committee, or to
apportion the work of such committee.

                                    ARTICLE V

                                    Officers

              Section 1. Number. The officers of the corporation shall be a
chairman of the board, a president and chief executive officer, one or more
executive vice-presidents and vice-presidents (the number of executive
vice-presidents and vice-presidents to be determined by the board of directors),
a chief financial officer, a secretary and a treasurer, each of whom shall be
appointed by the board of directors. The board of directors may from time to
time appoint such assistant officers as may be deemed necessary or desirable for
the business of the


                                     - 18 -


corporation. Such assistant officers shall have such duties as may be prescribed
by the board of directors and shall serve at the pleasure of the board of
directors. Any two or more offices may be held by the same person, except the
offices of chairman of the board or president and chief executive officer and
secretary.

              Section 2. Appointment and Term of Office. The officers of the
corporation shall be appointed annually by the board of directors at the first
meeting of the board of directors held after each annual meeting of the
shareholders. If such appointments shall not be made at such meeting, such
appointments shall be made as soon thereafter as conveniently may be. Each
officer shall hold office until his successor shall have been duly appointed or
until his death or until he shall resign or shall have been removed in the
manner hereinafter provided.

              Section 3. Removal. The board of directors may remove any officer
at any time with or without cause. The election or appointment of an officer
shall not of itself create contract rights; and the resignation or removal of an
officer shall not affect the contract rights, if any, of the corporation or the
officer.

              Section 4. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be filled by the board
of directors for the unexpired portion of the term.

              Section 5. Chairman of the Board. The chairman of the board shall
be a member of the board of directors and shall preside at meetings of the board
of directors and meetings of shareholders. He shall have general power to
execute deeds, mortgages, bonds, contracts and other instruments for and on
behalf of the corporation, except in cases where the execution


                                     - 19 -


thereof shall be expressly delegated by the board of directors or by these
bylaws to some other officer or agent of the corporation or shall be required by
law to be otherwise executed. He may sign, with the secretary or any other
proper officer of the corporation thereunto authorized by the board of
directors, certificates for shares of the corporation. He shall perform such
additional duties and exercise such authority as from time to time may be
assigned or delegated to him by the board of directors.

              Section 6. President. The president shall be the chief executive
officer of the corporation and, subject to the control of the board of
directors, shall in general supervise and control all the business and affairs
of the corporation. In the absence of the chairman of the board he shall preside
at meetings of the shareholders. He shall have general power to execute deeds,
mortgages, bonds, contracts and other instruments for and on behalf of the
corporation, except in cases where the execution thereof shall be expressly
delegated by the board of directors or by these bylaws to some other officer or
agent of the corporation or shall be required by law to be otherwise executed.
He may sign, with the secretary or any other proper officer of the corporation
thereunto authorized by the board of directors, certificates for shares of the
corporation. He shall perform such additional duties and exercise such authority
as from time to time may be assigned or delegated to him by the chairman of the
board or the board of directors.

              Section 7. Executive Vice-Presidents. The executive
vice-presidents shall perform such duties and exercise such authority as from
time to time may be assigned or delegated to them by the president and chief
executive officer, or the board of directors. An executive vice-president may
sign, with the secretary or any other proper officer of the corporation


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thereunto authorized by the board of directors, certificates for shares of the
corporation.

              Section 8. Vice-Presidents. The vice-presidents shall perform such
duties and exercise such authority as from time to time may be assigned or
delegated to them by the president and chief executive officer, an executive
vice-president or the board of directors. One or more of the vice-presidents may
be designated senior vice-president. Any vice-president may sign, with the
secretary or any other proper officer of the corporation thereunto authorized by
the board of directors, certificates for shares of the corporation.

              Section 9. Chief Financial Officer. The chief financial officer
shall be the principal financial officer of the corporation. He shall in general
perform all duties incident to the office of the chief financial officer and
such other duties as from time to time may be assigned or delegated to him by
the president and chief executive officer, or the board of directors.

              Section 10. Secretary. The secretary shall: (a) keep the minutes
of the shareholders' and of the board of directors' meetings in one or more
books provided for that purpose; (b) see that all notices are duly given in
accordance with the provisions of these bylaws or as required by law; (c) be
custodian of the corporate records and of the seal of the corporation and see
that the seal of the corporation is affixed to all documents the execution of
which on behalf of the corporation under its seal is duly authorized; (d) keep a
register of the post office address of each shareholder which shall be furnished
to the secretary by such shareholder; (e) sign with the chairman of the board,
the president and chief executive officer, an executive vice-president or a
vice-president certificates for shares of the corporation the


                                     - 21 -


issuance of which shall have been authorized by resolution of the board of
directors; (f) have general charge of the stock transfer books of the
corporation; and (g) in general perform all the duties incident to the office of
secretary and such other duties as from time to time may be assigned to him by
the president and chief executive officer, or the board of directors.

              Section 11. Treasurer. The treasurer shall: (a) have charge and
custody of and be responsible for all funds and securities of the corporation;
receive and give receipts for moneys due and payable to the corporation from any
source whatsoever, and deposit all such moneys in the name of the corporation in
such banks, trust companies or other depositaries as shall be selected in
accordance with the provisions of Article VI of these bylaws; and (b) in general
perform all the duties incident to the office of treasurer and such other duties
as from time to time may be assigned to him by the president and chief executive
officer, the chief financial officer or the board of directors. If required by
the board of directors, the treasurer shall give a bond for the faithful
discharge of his duties in such sum and with such surety or sureties as the
board of directors shall determine.

              Section 12. Salaries. The salaries of the officers shall be fixed
from time to time by the board of directors and no officer shall be prevented
from receiving such salary by reason of the fact that he is also a director of
the corporation.

                                   ARTICLE VI

                      Contracts, Loans, Checks and Deposits

              Section 1. Contracts. The board of directors may authorize any
officer or officers, agent or agents, to enter


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into any contract or execute and deliver any instrument in the name of and on
behalf of the corporation, and such authority may be general or confined to
specific instances.

              Section 2. Loans. No loans shall be contracted on behalf of the
corporation and no evidences of indebtedness shall be issued in its name unless
authorized by a resolution of the board of directors. Such authority may be
general or confined to specific instances.

              Section 3. Checks, Drafts, etc. All checks, drafts or other orders
for the payment of money, notes or other evidences of indebtedness issued in the
name of the corporation shall be signed in such manner as shall from time to
time be determined by resolution of the board of directors.

              Section 4. Deposits. All funds of the corporation not otherwise
employed shall be deposited from time to time to the credit of the corporation
in such banks, trust companies or other depositaries as the president and chief
executive officer or the chief financial officer of the corporation may select.

                                   ARTICLE VII

                   Certificates For Shares and Their Transfer

              Section 1. Certificates for Shares. Certificates representing
shares of the corporation shall be in such form as shall be determined by the
board of directors. Such certificates shall be signed by the chairman of the
board, the president and chief executive officer, an executive vice-president or
a vice- president and by the secretary or any other proper officer of the
corporation thereunto authorized by the board of directors and sealed with the
corporate seal or a facsimile thereof. The signatures of such officers upon a
certificate may be facsimiles if the certificate is countersigned by a transfer
agent, or registered by a registrar,


                                     - 23 -


other than the corporation itself or one of its employees. All certificates for
shares shall be consecutively numbered or otherwise identified. The name and
address of the person to whom the shares represented thereby are issued, with
the number of shares and date of issue, shall be entered on the stock transfer
books of the corporation. All certificates surrendered to the corporation for
transfer shall be canceled and no new certificate shall be issued until the
former certificate for a like number of shares shall have been surrendered and
canceled, except as provided in Section 3 of this Article VII.

              Section 2. Transfer of Shares. Transfer of shares of the
corporation shall be made only on the stock transfer books of the corporation by
the holder of record thereof or by his legal representative, who shall furnish
proper evidence of authority to transfer, or by his attorney thereunto
authorized by power of attorney duly executed and filed with the secretary of
the corporation, and on surrender for cancellation of the certificate for such
shares. The person in whose name shares stand on the books of the corporation
shall be deemed by the corporation to be the owner thereof for all purposes.

              Section 3. Replacement of Certificates. In the event of the loss,
theft, mutilation or destruction of any certificate for shares, a duplicate
thereof may be issued and delivered to the owner thereof, provided he makes a
sufficient affidavit setting forth the material facts surrounding the loss,
theft, mutilation or destruction of the original certificate and gives a bond
with corporate surety to the corporation, its officers and agents, in an open
penalty amount indemnifying the corporation, its officers and agents, against
any losses, costs and damages suffered or incurred by reason of such loss,
theft, mutilation or destruction of the original certificate and replacement
thereof.


                                     - 24 -


              Section 4. Transfer Agents and Registrars. The board of directors
or executive committee may provide for transfer and registration of the stock of
the corporation in Portland, Oregon, and in such other place or places as may be
deemed advisable, and for such purpose may appoint and change from time to time
the necessary transfer agents and registrars. In case there shall be more than
one transfer agent and more than one registrar, the board of directors or
executive committee may provide for the interchange of certificates
countersigned by the several transfer agents and registrars. A transfer agent of
the corporation may also be designated as the dividend disbursing agent of the
corporation. Resolutions of the board of directors or executive committee
appointing transfer agents and registrars shall provide for such terms and
conditions as may be deemed advisable, including without limitation provisions
for indemnification of the transfer agents and registrars and instructions to
them by designated officers of the corporation.

                                  ARTICLE VIII

                                      Seal

              The board of directors shall provide a corporate seal which shall
be circular in form and shall have inscribed thereon the name of the corporation
and the state of incorporation and the words, "Corporate Seal."


                                     - 25 -


                                   ARTICLE IX

                                   Fiscal Year

              The fiscal year of the corporation shall begin on the first day of
January and end on the thirty-first day of December in each year.

                                    ARTICLE X

                                   Amendments

              These bylaws or any portion hereof may be amended by a vote of a
majority of the full board of directors at any meeting of the directors.

                                   ARTICLE XI

                            Oregon Control Share Act

              The corporation hereby elects, in accordance with Section 60.804
of the Act, that Sections 60.801 through 60.816 of the Act shall not apply to
the acquisition of the corporation's voting shares.


                                     - 26 -


                               TABLE OF CONTENTS

PAGE ARTICLE I OFFICES.................................................................. 1 Section 1. Principal Office..................................................... 1 Section 2. Registered Office.................................................... 1 ARTICLE II SHAREHOLDERS............................................................. 1 Section 1. Annual Meeting....................................................... 1 Section 2. Special Meetings..................................................... 1 Section 3. Place of Meeting..................................................... 2 Section 4. Notice of Meeting.................................................... 2 Section 5. Quorum; Manner of Acting............................................. 2 Section 6. Proxies.............................................................. 3 Section 7. Voting of Shares..................................................... 3 Section 8. Acceptance of Votes.................................................. 3 Section 9. Notice of Business................................................... 5 (a) Annual Meetings of Shareholders...................................... 5 (b) Special Meetings of Shareholders..................................... 8 (c) General.............................................................. 8 ARTICLE III BOARD OF DIRECTORS....................................................... 10 Section 1. General Powers....................................................... 10 Section 2. Number, Tenure and Classification.................................... 10 Section 3. Regular Meetings..................................................... 10 Section 4. Special Meetings..................................................... 11 Section 5. Notice; Waiver....................................................... 11 Section 6. Quorum............................................................... 12 Section 7. Manner of Acting..................................................... 12 Section 8. Vacancies............................................................ 12 Section 9. Presumption of Assent................................................ 13 Section 10. Removal of Directors................................................. 13 Section 11. Compensation......................................................... 13 Section 12. Retirement........................................................... 13 Section 13. Emeritus Director.................................................... 14 Section 14. Action Without a Meeting............................................. 14 Section 15. Telephonic Meetings.................................................. 14 ARTICLE IV EXECUTIVE COMMITTEE AND OTHER COMMITTEES................................. 15 Section 1. Appointment.......................................................... 15 Section 2. Authority............................................................ 15 Section 3. Tenure and Qualifications............................................ 16 Section 4. Meetings; Notice; Waiver............................................. 16 Section 5. Quorum; Manner of Acting............................................. 16 Section 6. Action Without a Meeting............................................. 16 Section 7. Vacancies............................................................ 17 Section 8. Resignations and Removal............................................. 17
- i - TABLE OF CONTENTS (CONTINUED)
PAGE Section 9. Procedure............................................................ 17 Section 10. Appointment of Other Committees of the Board of Directors............ 17 Section 11. Appointment of Other Committees...................................... 18 ARTICLE V OFFICERS................................................................. 18 Section 1. Number............................................................... 18 Section 2. Appointment and Term of Office....................................... 19 Section 3. Removal.............................................................. 19 Section 4. Vacancies............................................................ 19 Section 5. Chairman of the Board................................................ 19 Section 6. President............................................................ 20 Section 7. Executive Vice-Presidents............................................ 20 Section 8. Vice-Presidents...................................................... 21 Section 9. Chief Financial Officer.............................................. 21 Section 10. Secretary............................................................ 21 Section 11. Treasurer............................................................ 22 Section 12. Salaries............................................................. 22 ARTICLE VI CONTRACTS, LOANS, CHECKS AND DEPOSITS.................................... 22 Section 1. Contracts............................................................ 22 Section 2. Loans................................................................ 23 Section 3. Checks, Drafts, etc.................................................. 23 Section 4. Deposits............................................................. 23 ARTICLE VII CERTIFICATES FOR SHARES AND THEIR TRANSFER............................... 23 Section 1. Certificates for Shares.............................................. 23 Section 2. Transfer of Shares................................................... 24 Section 3. Replacement of Certificates.......................................... 24 Section 4. Transfer Agents and Registrars....................................... 25 ARTICLE VIII SEAL..................................................................... 25 ARTICLE IX FISCAL YEAR.............................................................. 26 ARTICLE X AMENDMENTS............................................................... 26 ARTICLE XI OREGON CONTROL SHARE ACT................................................. 26
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