AMENDED AND RESTATED
                           ARTICLES OF INCORPORATION
                                       OF
                         FRONTIER FINANCIAL CORPORATION
 
     Frontier Financial Corporation, a Washington corporation, by its
President, hereby submits the following Amended and Restated Articles of
Incorporation of said corporation, pursuant to provisions of RCW 23B.10.070,
and a resolution duly adopted by the Board of Directors on February 23, 1998
and the shareholders on April 16, 1998. These Amended and Restated Articles of
Incorporation supersede the original Articles of Incorporation and all
amendments and prior restatements thereto as of the date of their adoption.
 
                                ARTICLE I. NAME
 
     The name of the corporation is Frontier Financial Corporation.
 
                         ARTICLE II. PURPOSES AND POWER
 
     This corporation is organized to engage in any business, trade or activity
which may lawfully be conducted by a corporation organized under the Washington
Business Corporation Act. This corporation shall have the authority to engage
in any and all such activities as are incidental or conducive to the attainment
of the foregoing purpose of this corporation and to exercise any and all powers
authorized or permitted under any laws that may now or hereby be applicable or
available to this corporation.
 
                             ARTICLE III. EXISTENCE
 
     The existence of this corporation is perpetual.
 
                               ARTICLE IV. SHARES
 
4.1  AUTHORIZED CAPITAL
 
     The total number of shares which the corporation is authorized to issue is
60,000,000, consisting of 50,000,000 shares of Common Stock without par value
and 10,000,000 shares
 
 
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of Preferred Stock without par value. The Common Stock is subject to the rights
and preferences of the Preferred Stock as hereinafter set forth.
 
 
4.2  ISSUANCE OF PREFERRED STOCK IN SERIES
 
     The Preferred Stock may be issued from time to time in one or more series
in any manner permitted by law and the provisions of these Articles of
Incorporation of the corporation, as determined from time to time by the Board
of Directors and stated in the resolution or resolutions providing for the
issuance thereof, prior to the issuance of any shares thereof. The Board of
Directors shall have the authority to fix and determine and to amend, subject
to the provisions hereof, the designation, preferences, limitations and
relative rights of the shares of any series that is wholly unissued or to be
established. Unless otherwise specifically provided in the resolution
establishing any series, the Board of Directors shall further have the
authority, after the issuance of a series whose number it has designated, to
amend the resolution establishing such series to decrease the number of shares
of that series, but not below the number of shares of such series then
outstanding.
 
 
4.3  DIVIDENDS
 
     The holders of shares of the Preferred Stock shall be entitled to receive
dividends, out of the funds of the corporation legally available therefor, at
the rate and at the time or times, whether cumulative or noncumulative, as may
be provided by the Board of Directors in designating a particular series of
Preferred Stock. If such dividends on the Preferred Stock shall be cumulative,
then if dividends shall not have been paid, the deficiency shall be fully paid
or the dividends declared and set apart for payment at such rate, but without
interest on cumulative dividends, before any dividends on the Common Stock
shall be paid or declared and set apart for payment. The holders of the
Preferred Stock shall not be entitled to receive any dividends thereon other
than the dividends referred to in this section.
 
 
4.4  REDEMPTION
 
     The Preferred Stock may be redeemable at such price, in such amount, and
at such time or times as may be provided by the Board of Directors in
designating a particular series of Preferred Stock. In any event, such
Preferred Stock may be repurchased by the corporation to the extent legally
permissible.
 
 
4.5  LIQUIDATION
 
     In the event of any liquidation, dissolution, or winding up of the affairs
of the corporation, whether voluntary or involuntary, then, before any
distribution shall be made to the holders of the Common Stock, the holders of
the Preferred Stock at the time outstanding shall be entitled to be paid the
preferential amount or amounts per share as may be provided by the Board of
Directors in designating a particular series of Preferred Stock and dividends
accrued thereon to the date of such payment. The holders of the Preferred Stock
shall not be entitled to receive any distributive amounts upon the liquidation,
dissolution, or winding up of
 
 
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the affairs of the corporation other than the distributive amounts referred to
in this section, unless otherwise provided by the Board of Directors in
designating a particular series of Preferred Stock.
 
4.6  CONVERSION
 
     Shares of Preferred Stock may be convertible into Common Stock of the
corporation upon such terms and conditions, at such rate and subject to such
adjustments as may be provided by the Board of Directors in designating a
particular series of Preferred Stock.
 
4.7  VOTING RIGHTS
 
     Holders of Preferred Stock shall have such voting rights as may be
provided by the Board of Directors in designating a particular series of
Preferred Stock.
 
                          ARTICLE V. PREEMPTIVE RIGHTS
 
     No shareowners shall have preemptive rights to acquire unissued shares of
the corporation.
 
                         ARTICLE VI. CUMULATIVE VOTING
 
     Each share of Common Stock, when issued, shall be entitled to one vote.
Cumulative voting for directors shall not be allowed.
 
                       ARTICLE VII. CERTAIN TRANSACTIONS
 
     No contracts or other transactions between the corporation any other
corporation (or partnership) and no act of the corporation shall in any way be
affected or invalidated by the fact that any of the directors of this
corporation are pecuniarily interested in, or are directors or officers of such
other corporation (or partnership): any director individually, or any firm of
which any director may be a member, may be a party to or may be pecuniarily or
otherwise interested in any contracts or transactions of the corporation,
provided that the fact that he or she or such corporation is so interested is
disclosed or known to the Board of Directors or a majority thereof; and any
director of the corporation who is also a director or officer of such other
corporation or who is so interested may be counted in determining the existence
of a quorum at any meeting of the Board of Directors of the corporation which
authorizes any such contracts or transactions with like form and effect as if
he or she were not such director or officer of such other corporation or not so
interested.
 
 
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                            ARTICLE VIII. DIRECTORS
 
8.1   NUMBER AND TENURE
 
      The directors who shall manage the affairs of the corporation shall not
be less than five (5) nor more than twenty-five (25) in number to be elected
annually by the common shareowners. The exact number shall be determined from
time to time by a resolution of the Board of Directors. In case of vacancies in
the Board of Directors by death, resignation or otherwise a majority of the
remaining directors may elect directors to fill the vacancies. Prior to the
1998 annual election of Directors, unless a Director earlier dies, resigns or
is removed, his or her term of office shall expire at the next annual meeting
of shareowners. At the 1998 annual election of Directors, the Board of
Directors shall be divided into three classes, with said classes to be as equal
in number as may be possible, with any Director or Directors in excess of the
number divisible by three being assigned to Class 1 and Class 2, as the case
may be. At the first election of Directors to such classified Board of
Directors, each Class 1 Director shall be elected to serve until the next
ensuing annual meeting of shareowners, each Class 2 Director shall be elected
to serve until the second ensuing annual meeting of shareowners and each Class
3 Director shall be elected to serve until the third ensuing annual meeting of
shareowners. At each annual meeting of shareowners following the meeting at
which the Board of Directors is initially classified, the number of Directors
equal to the number of Directors in the class whose term expires at the time of
such meeting shall be elected to serve until the third ensuing annual meeting
of shareowners. Notwithstanding any of the foregoing provisions of this
Article, Directors shall serve until their successors are elected and qualified
or until their earlier death, resignation or removal from office, or until
there is a decrease in the number of Directors.
 
8.2   REMOVAL FOR CAUSE
 
      The Directors of this corporation may be removed only for cause by the
holders of not less than two-thirds of the shares entitled to elect the
Director or Directors whose removal is sought in the manner provided by the
Bylaws.
 
                              ARTICLE IX. BY-LAWS
 
      The Board of Directors has the power and authority to make, alter, amend
or repeal By-Laws of this corporation, subject to the power of the shareowners
having voting power to alter, amend or repeal the By-Laws.
 
                         ARTICLE X. EXECUTIVE COMMITTEE
 
      The Board of Directors may by resolution passed by a majority of the
entire Board of Directors designate one or more directors to constitute an
executive committee, which shall have and exercise the authority of the Board of
Directors in the management of the business of the corporation to the extent
provided in the resolution.
 
 
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                  ARTICLE XI. LIMITATION OF DIRECTOR LIABILITY
 
     To the full extent that the Washington Business Corporation Act, as it
exists on the date hereof or may hereafter be amended, permits the limitation
or elimination of the liability of Directors, a Director of this corporation
shall not be liable to this corporation or its shareowners for monetary
damages for conduct as a Director. Any amendments to or repeal of this Article
11 shall not adversely affect any right or protection of a Director of this
corporation for or with respect to any acts or omissions of such Director
occurring prior to such amendment or repeal.
 
     DATED: April 16, 1998
 
                              FRONTIER FINANCIAL CORPORATION
 
                              By: /s/ JAMES F. FELICETTY
                                 --------------------------------
                                 James F. Felicetty,
                                 Secretary and Treasurer
 
 
                                      -5-
 
 
                                    
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                             CERTIFICATE REGARDING
                              AMENDED AND RESTATED
                           ARTICLES OF INCORPORATION
                                       OF
                         FRONTIER FINANCIAL CORPORATION
 
 
 
     Pursuant to RCW 23B.10.070, the undersigned hereby certifies that the
foregoing amendment and restatement of the Articles of Incorporation of
Frontier Financial Corporation contains the following amendments to the
existing Articles of Incorporation:
 
          Articles I through VIII are amended in their entirety to read as set
     forth in Articles I through XI of the Restated Articles of Incorporation
     attached hereto. (See Exhibit A)
 
     The dates of the adoption of the Amended and Restated Articles of
Incorporation containing such amendments by the directors and shareholders of
this corporation are February 23, 1998 and April 16, 1998, respectively. The
amendments were duly approved by the directors and the shareholders of this
corporation in accordance with the provisions of RCW 23B.10.020, RCW 23B.10.030
and RCW 23B.10.040.
 
     Dated:  April 16, 1998.
            -----------------
 
 
 
                                        FRONTIER FINANCIAL CORPORATION
 
 
 
                                        By:  /s/ JAMES F. FELICETTY
                                           ---------------------------------
                                            James F. Felicetty,
                                            Secretary and Treasurer