CHASE MANHATTAN BANK USA,

                              NATIONAL ASSOCIATION

                                Charter No. 23160

                             ARTICLES OF ASSOCIATION

For the purpose of organizing an Association to perform any lawful activities of
national banks, the undersigned do enter into the following Articles of
Association:

FIRST. The title of this Association shall be Chase Manhattan Bank USA, National
Association (the "Association").

SECOND. The main office of the Association shall be in the City of Wilmington,
County of New Castle, State of Delaware. The general business of the Association
shall be conducted at its main office and its branches.

THIRD. The board of directors of this Association shall consist of not less than
five nor more than twenty-five persons, the exact number to be fixed and
determined from time to time by resolution of a majority of the full board of
directors or by resolution of a majority of the shareholders at any annual or
special meeting thereof. Each director, during the full term of his
directorship, shall own common or preferred stock of the Association or of a
holding company owning the Association, with an aggregate par, fair market or
equity value of not less than $1,000. Any vacancy in the board of directors may
be filled by action of the shareholders or a majority of the remaining directors

Terms of directors, including directors selected to fill vacancies, shall expire
at the next regular meeting of shareholders at which directors are elected,
unless the directors resign or are removed from office.

Despite the expiration of a director's term, the director shall continue to
serve until his or her successor is elected and qualifies or until there is a
decrease in the number of directors and his or her position is eliminated.

Honorary or advisory members of the board of directors, without voting power or
power of final decision in matters concerning the business of the Association,
may be appointed by resolution of a majority of the full board of directors, or
by resolution of shareholders at any annual or special meeting. Honorary or
advisory directors shall not be counted to determine the number of directors of
the Association or the presence of a quorum in connection with any board action,
and shall not be required to own qualifying shares.

FOURTH. There shall be an annual meeting of the shareholders to elect directors
and transact whatever other business may be brought before the meeting. It shall
be held at the main office or any other convenient place the board of directors
may designate, on the day of each year specified therefore in the bylaws, or if
that day falls on a legal holiday in the state in which the Association is
located, on the next following banking day. If no election is held on the day
fixed or in event of a legal holiday, on the following banking day, an election
may be held on any subsequent day within 60 days of the day fixed, to be

designated by the board of directors, or, if the directors fail to fix the day,
by shareholders representing two-thirds of the shares issued and outstanding. In
all cases at least 10 days advance notice of the meeting shall be given to the
shareholders by first class mail.

In all elections of directors, the number of votes each common shareholder may
cast will be determined by multiplying the number of shares he or she owns by
the number of directors to be elected. Those votes may be cumulated and cast for
a single candidate or may be distributed among two or more candidates in the
manner selected by the shareholder. On all other questions, each common
shareholder shall be entitled to one vote for each share of stock held by him or
her.

A director may resign at any time by delivering written notice to the board of
directors, its Chairperson, or to the Association, which resignation shall be
effective when the notice is delivered unless the notice specifies a later
effective date.




A director may be removed by shareholders at a meeting called to remove him or
her, when notice of the meeting stating that the purpose or one of the purposes
is to remove him or her is provided, if there is a failure to fulfill one of the
affirmative requirements for qualification, or for cause, provided, however,
that a director may not be removed if the number of votes sufficient to elect
him or her under cumulative voting is voted against his or her removal.

FIFTH. The authorized amount of capital stock of this Association shall be
417,000 shares of common stock of the par value of One Hundred dollars ($100.00)
each; but said capital stock may be increased or decreased from time to time,
according to the provisions of the laws of the United States.

No holder of shares of the capital stock of any class of the Association shall
have any preemptive or preferential right of subscription to any shares of any
class of stock of the Association, whether now or hereafter authorized, or to
any obligations convertible into stock of the Association, issued, or sold, nor
any right of subscription to any thereof other than such, if any, as the board
of directors, in its discretion may from time to time determine and at such
price as the board of directors may from time to time fix.

Unless otherwise specified in the Articles of Association or required by law,
(1) all matters requiring shareholder action, including amendments to the
Articles of Association, must be approved by shareholders owning a majority
voting interest in the outstanding voting stock, and (2) each shareholder shall
be entitled to one vote per share.

The Association, at any time and from time to time, may authorize and issue debt
obligations, whether or not subordinated, without the approval of the
shareholders.

SIXTH. The board of directors shall appoint one of its members President of this
Association, and one of its members Chairperson of the board and shall have the
power to appoint one or more Vice Presidents, a Secretary who shall keep minutes

of the directors' and shareholders' meetings and be responsible for
authenticating the records of the Association, and such other officers and
employees as may be required to transact the business of this Association. A
duly appointed officer may appoint one or more officers or assistant officers if
authorized by the board of directors in accordance with the bylaws.

The board of directors shall have the power to:

(1)  Define the duties of the officers, employees, and agents of the 
     Association.

(2)  Delegate the performance of its duties, but not the responsibility for its
     duties, to the officers, employees, and agents of the Association.

(3)  Fix the compensation and enter into employment contracts with its officers
     and employees upon reasonable terms and conditions consistent with
     applicable law.

(4)  Dismiss officers and employees.

(5)  Require bonds from officers and employees and to fix the penalty thereof.

(6)  Ratify written policies authorized by the Association's management or 
     committees of the board.

(7)  Regulate the manner in which any increase or decrease of the capital of the
     Association shall be made, provided that nothing herein shall restrict the
     power of shareholders to increase or decrease the capital of the
     Association in accordance with law.

(8)  Manage and administer the business and affairs of the Association.

(9)  Adopt initial bylaws, not inconsistent with law or the Articles of
     Association, for managing the business and regulating the affairs of
     the Association.

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(10) Amend or repeal bylaws, except to the extent that the Articles of
     Association reserve this power in whole or in part to shareholders.

(11) Make contracts.

(12) Generally perform all acts that are legal for a board of directors to 
     perform.

SEVENTH. The board of directors shall have the power to change the location of
the main office to any other place within the limits of the City of Wilmington,
without the approval of the shareholders, and shall have the power to establish
or change the location of any branch or branches of the Association to any other
location permitted under applicable law, without the approval of the
shareholders subject to approval by the Office of the Comptroller of the

Currency.

EIGHTH. The corporate existence of this Association shall continue until
termination according to the laws of the United States.

NINTH. These Articles of Association may be amended at any regular or special
meeting of the shareholders by the affirmative vote of the holders of a majority
of the stock of this Association, unless the vote of the holders of a greater
amount of stock is required by law, and in that case by the vote of the holders
of such greater amount. The Association's board of directors may propose one or
more amendments to the Articles of Association for submission to the
shareholders.

In witness whereof, we have hereunto set our hands as of 
this 8th of August, 1996.

     /s/ Donald L. Boudreau               /s/ Michael Urkowitz
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    /s/ William H. Hoefling               /s/ Luke S. Hayden
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    /s/ Michael J. Barrett                /s/ Thomas Jacob
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     /s/ Kevin T. Hurley
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     /s/ John J. Hehir, Jr.
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