AMENDMENT TO BYLAWS OF
                          CASCADE FINANCIAL CORPORATION

DATED:  September 27, 2005

      This Amendment to the Bylaws of Cascade Financial Corporation was approved
by unanimous vote of the Board of Directors of Cascade Financial Corporation at
a regularly scheduled meeting held on September 27, 2005 at which a quorum was
present and voting.

      ARTICLE III, SECTIONS 2 and 3 of the Bylaws of Cascade Financial
Corporation are deleted in their entirety and replaced with the following:

                  SECTION 2. Number, Election, Term and Qualification. The Board
            of Directors  shall be divided into three classes as nearly equal in
            number as possible. The members of each class shall be elected for a
            term of three (3) years and until their  successors  are elected and
            qualify.  The Board of Directors  shall be  classified in accordance
            with the provisions of the Corporation's  Articles of Incorporation.
            The Board of  Directors  may  increase  or  decrease  the  number of
            members of the Board of Directors  as provided in the  Corporation's
            Articles of Incorporation,  but in no event shall the number be less
            than 5 nor more than 25. No  person  shall  serve as a member of the
            Board of Directors beyond their 75th birthday and shall tender their
            resignation at the Board of Directors  meeting  preceding their 75th
            birthday,  with  such  resignation  to be  effective  on their  75th
            birthday.