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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939 OF

A CORPORATION DESIGNATED TO ACT AS TRUSTEE

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CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF

A TRUSTEE PURSUANT TO SECTION 305(B)(2)

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THE CHASE MANHATTAN BANK

(Exact name of trustee as specified in its charter)

NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 PARK AVENUE 10017
NEW YORK, NEW YORK (Zip Code)
(Address of principal executive offices)

WILLIAM H. MCDAVID

GENERAL COUNSEL

270 PARK AVENUE

NEW YORK, NEW YORK 10017

TEL: (212) 270-2611

(Name, address and telephone number of agent for service)

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NATIONSBANK, N.A.

NATIONSBANK, N.A. (SOUTH)

NATIONSBANK OF TEXAS, N.A.

(Exact name of obligor as specified in its charter)

UNITED STATES OF AMERICA 57-0236115, 58-0193243, 75-2238693
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
NATIONSBANK, N.A. NATIONSBANK, N.A. (SOUTH) NATIONSBANK OF TEXAS, N.A.
NATIONSBANK CORPORATE CENTER 600 PEACHTREE STREET, N.E. 901 MAIN STREET
100 NORTH TRYON STREET ATLANTA, GEORGIA 30308 DALLAS, TEXAS 75202
CHARLOTTE, NORTH CAROLINA 28255

(Address of principal executive offices)

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ASSET BACKED NOTES

(Title of the indenture securities)

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GENERAL

ITEM 1. GENERAL INFORMATION

Furnish the following information as to the trustee:

(a) Name and address of each examining or supervising authority to
which it is subject.

New York State Banking Department, State House, Albany, New York
12110.

Board of Governors of the Federal Reserve System, Washington, D.C.,
20551.

Federal Reserve Bank of New York, District No. 2, 33 Liberty Street,
New York, N.Y.

Federal Deposit Insurance Corporation, Washington, D.C., 20429.

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

ITEM 2. AFFILIATIONS WITH THE OBLIGOR

If the obligor is an affiliate of the trustee, describe each such
affiliation.

None.

ITEM 16. LIST OF EXHIBITS

List below all exhibits filed as a part of this Statement of Eligibility.

1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of
Amendment dated February 17, 1969, August 31, 1977, December 31, 1980,
September 9, 1982, February 28, 1985 and December 2, 1991 (see Exhibit 1 to
Form T-1 filed in connection with Registration Statement No. 33-50010,
which is incorporated by reference).

2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference).

3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.

4. A copy of the existing By-Laws of the Trustee.

5. Not applicable.

6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement
No. 33-50010, which is incorporated by reference).

7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining
authority.

8. Not applicable.

9. Not applicable.

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SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 16th day of July, 1996.

THE CHASE MANHATTAN BANK

By /s/ KIMBERLY K. COSTA
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Kimberly K. Costa

Second Vice President

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EXHIBIT 7 TO FORM T-1

BANK CALL NOTICE

RESERVE DISTRICT NO. 2

CONSOLIDATED REPORT OF CONDITION OF

CHEMICAL BANK

OF 270 PARK AVENUE, NEW YORK, NEW YORK 10017

AND FOREIGN AND DOMESTIC SUBSIDIARIES,

A MEMBER OF THE FEDERAL RESERVE SYSTEM,

AT THE CLOSE OF BUSINESS MARCH 31, 1996, IN

ACCORDANCE WITH A CALL MADE BY THE FEDERAL RESERVE BANK OF THIS

DISTRICT PURSUANT TO THE PROVISIONS OF THE FEDERAL RESERVE ACT.

DOLLAR AMOUNTS
IN MILLIONS

ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin........................... $ 3,391
Interest-bearing balances.................................................... 2,075
Securities:....................................................................
Held to maturity securities.................................................... 3,607
Available for sale securities.................................................. 29,029
Federal Funds sold and securities purchases under agreements to resell in
domestic offices of the bank and of its Edge and Agreement subsidiaries, and
in IBF's:
Federal funds sold........................................................... 1,264
Securities purchased under agreements to resell.............................. 354
Loans and lease financing receivables:
Loans and leases, net of unearned income..............................$73,216
Less: Allowance for loan and lease losses............................. 1,854
Less: Allocated transfer risk reserve................................ 104
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Loans and leases, net of unearned income, allowance, and reserve............. 71,258
Trading Assets................................................................. 25,919
Premises and fixed assets (including capitalized leases)....................... 1,337
Other real estate owned........................................................ 30
Investments in unconsolidated subsidiaries and associated companies............ 187
Customer's liability to this bank on acceptances outstanding................... 1,082
Intangible assets.............................................................. 419
Other assets................................................................... 7,406
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TOTAL ASSETS................................................................... $147,358
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DOLLAR AMOUNTS
IN MILLIONS

LIABILITIES
Deposits
In domestic offices.......................................................... $ 45,786
Noninterest-bearing...................................................$14,972
Interest-bearing...................................................... 30,814
In foreign offices, Edge and Agreement subsidiaries, and IBF's............... 36,550
Noninterest-bearing...................................................$ 202
Interest-bearing...................................................... 36,348
Federal funds purchased and securities sold under agreements to repurchase in
domestic offices of the bank and of its Edge and Agreement subsidiaries, and
in IBF's Federal funds purchased............................................. 11,412
Securities sold under agreements to repurchase............................... 2,444
Demand notes issued to the U.S. Treasury....................................... 699
Trading liabilities............................................................ 19,998
Other Borrowed money:
With a remaining maturity of one year or less................................ 11,305
With a remaining maturity of more than one year.............................. 130
Mortgage indebtedness and obligations under capitalized leases................. 13
Bank's liability on acceptances executed and outstanding....................... 1,089
Subordinated notes and debentures.............................................. 3,411
Other liabilities.............................................................. 6,778
TOTAL LIABILITIES.................................................... 139,615
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EQUITY CAPITAL
Common stock................................................................... 620
Surplus........................................................................ 4,664
Undivided profits and capital reserves......................................... 3,058
Net unrealized holdings gains (Losses) on available-for-sale securities........ (607)
Cumulative foreign currency translation adjustments............................ 8
TOTAL EQUITY CAPITAL................................................. 7,743
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TOTAL LIABILITIES, LIMITED-LIFE PREFERRED STOCK AND EQUITY CAPITAL... $147,358
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I, Joseph L. Sclafani, S.V.P. & Controller of the above-named bank, do
hereby declare that this Report of Condition has been prepared in conformance
with the instructions issued by the appropriate Federal regulatory authority and
is true to the best of my knowledge and belief.

JOSEPH L. SCLAFANI

We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us, and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the appropriate Federal regulatory authority and is true and correct.

WALTER V. SHIPLEY ]
EDWARD D. MILLER ] DIRECTORS
THOMAS G. LABRECQUE ]

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BY-LAWS

THE CHASE MANHATTAN BANK

(FORMERLY KNOWN AS CHEMICAL BANK)

AS AMENDED THROUGH

JULY 16, 1996

CONTENTS

ARTICLE SUBJECT
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I Meetings of Stockholders
Section 1.01 Annual Meeting
Section 1.02 Special Meetings
Section 1.03 Quorum
II Board of Directors
Section 2.01 Number
Section 2.02 Vacancies
Section 2.03 Annual Meeting
Section 2.04 Regular Meetings
Section 2.05 Special Meetings
Section 2.06 Quorum
Section 2.07 Rules and Regulations
Section 2.08 Compensation
III Committees
Section 3.01 Executive Committee
Section 3.02 Examining Committee
Section 3.03 Other Committees
IV Officers and Agents
Section 4.01 Officers
Section 4.02 Clerks and Agents
Section 4.03 Term of Office
Section 4.04 Chairman of the Board
Section 4.05 President
Section 4.06 Vice Chairman of the Board
Section 4.07 Chief Financial Officer
Section 4.08 Controller
Section 4.09 Secretary
Section 4.10 General Auditor
Section 4.11 Powers and Duties of Other Officers
Section 4.12 Fidelity Bonds
V Corporate Seal
VI Fiscal Year
VII Indemnification
Section 7.01 Right to Indemnification
Section 7.02 Contracts and Funding
Section 7.03 Employee Benefit Plans
Section 7.04 Indemnification Not Exclusive Right
Section 7.05 Advancement of Expenses, Procedures
VIII By-laws
Section 8.01 Inspection
Section 8.02 Amendments
Section 8.03 Construction

BY-LAWS

THE CHASE MANHATTAN BANK

ARTICLE I

MEETINGS OF STOCKHOLDERS

SECTION 1.01. Annual Meeting. The annual meeting of stockholders of The
Chase Manhattan Bank (herein called the Bank), shall be held in the Borough of
Manhattan, City of New York, State of New York, within the first four months of
each calendar year, on such date and as such time and place as the Board of
Directors (herein called the Board), may determine, for the election of
directors and the transaction of such other business as may properly come before
the meeting. Notice of such meeting, stating the purpose or purposes thereof and
the time when and the place where it is to be held and signed by the Chairman of
the Board (herein called the Chairman), the President, a Vice Chairman of the
Board or the Secretary or an Assistant Corporate Secretary of the Bank, shall be
served by personal delivery upon each stockholder of record entitled to vote at
such meeting not less than 10 nor more than 50 days before said meeting.

SECTION 1.02. Special Meetings. A special meeting of the stockholders may
be called at any time by the Board, the Chairman, the President, or a Vice
Chairman of the Board, or upon the request in writing of the holders of record
of not less than 40% of the outstanding capital stock. Notice of any special
meeting, stating the time, place and purpose or purposes thereof, shall be given
by personal delivery to the stockholders in the manner provided in Section 1.01
for the giving of notice of annual meetings of stockholders. In the case of any
meeting of stockholders, annual or special, called for a purpose requiring other
or further notice, such notice shall be given as required by law.

SECTION 1.03. Quorum. A majority of the outstanding common stock,
represented in person or by proxy, shall constitute a quorum at any meeting of
stockholders, unless otherwise provided by law; but less than a quorum may
adjourn any meeting, from time to time, and the meeting may be held as
adjourned, without further notice.

ARTICLE II

BOARD OF DIRECTORS

SECTION 2.01. Number. The business and affairs of the Bank shall be
managed by or under the direction of a Board of Directors, of such number as may
be fixed from time to time by resolution adopted by the Board, but in no event
less than 7 or more than 25, selected, organized and continued in accordance
with the provisions of the New York Banking Law. Each director hereafter elected
shall hold office until the next annual meeting of the stockholders and until
his successor is elected and has qualified, or until his death or until he shall
resign or shall have been removed.

SECTION 2.02. Vacancies. In case of any increase in the number of
directors, the additional director or directors, and in case of any vacancy in
the board due to death, resignation, removal, disqualification or any other
cause, the successors to fill the vacancies, not exceeding one-third of the
entire Board, shall be elected by a majority of the directors then in office.

SECTION 2.03. Annual Meeting. An annual meeting of the directors shall be
held each year, without notice, immediately following the annual meeting of
stockholders. The time and place of such meeting shall be designated by the
Board. At such meeting, the directors shall, after qualifying, elect from their
own number a Chairman of the Board, a President and one or more Vice Chairmen of
the Board, and shall elect or appoint such other officers authorized by these
By-laws as they may deem desirable, and appoint the Committees specified in
Article III hereof. The directors may also elect to serve at the pleasure of the
Board, one or more Honorary Directors, not members of the Board. Honorary
Directors of the Board shall be paid such

compensation or such fees for attendance at meetings of the Board, and meetings
of other committees of the Board, as the Board shall determine from time to
time.

SECTION 2.04. Regular Meetings. The Board shall hold a regular meeting
without notice at the principal office of the Bank on the third Tuesday in each
month, with the exception of the month of August, at such time as shall be
determined by the Board, unless another time or place, within or without the
state, shall be fixed by resolution of the Board. Should the day appointed for a
regular meeting fall on a legal holiday, the meeting shall be held at the same
time on the preceding day or on such other day as the Board may order.

SECTION 2.05. Special Meetings. Special meetings of the Board shall be
held whenever called by the Chairman, the President, a Vice Chairman of the
Board, the Secretary or a majority of the directors at the time in office. A
notice shall be given as hereinafter in this Section provided of each such
special meeting, in which shall be stated the time and place of such meeting,
but, except as otherwise expressly provided by law or by these By-laws, the
purposes thereof need not be stated in such notice. Except as otherwise provided
by law, notice of each such meeting shall be mailed to each director, addressed
to him at his residence or usual place of business, at least two (2) days before
the day on which such meeting is to be held, or shall be sent addressed to him
at such place by telegraph, cable, wireless or other form of recorded
communication or be delivered personally or by telephone not later than noon of
the calendar day before the day on which such meeting is to be held. At any
regular or special meeting of the Board, or any committee thereof, one or more
Board of committee members may participate in such meeting by means of a
conference telephone or similar communications equipment allowing all persons
participating in the meeting to hear each other at the same time. This type of
participation shall constitute presence in person at the meeting. Notice of any
meeting of the Board shall not, however, be required to be given to any director
who submits a signed waiver of notice whether before or after the meeting, or if
he shall be present at such meeting; and any meeting of the Board shall be a
legal meeting without any notice thereof having been given if all the directors
of the Bank then in office shall be present thereat.

SECTION 2.06. Quorum. One-third of the members of the entire Board, or the
next highest integer in the event of a fraction, shall constitute a quorum, but
if less than a quorum be present, a majority of those present may adjourn any
meeting from time to time and the meeting may be held as adjourned without
further notice.

SECTION 2.07. Rules and Regulations. The Board may adopt such rules and
regulations for the conduct of its meetings and the management of the affairs of
the Bank as it may deem proper, not inconsistent with the laws of the State of
New York or these By-laws.

SECTION 2.08 Compensation. Directors shall be entitled to receive from
the Bank such fees for attendance at meetings of the Board or of any committee,
or both, as the Board from time to time shall determine. The Board may also
likewise provide that the Bank shall reimburse each such director or member of
such committee for any expenses paid by him on account of his attendance at any
such meeting. Nothing in this Section contained shall be construed to preclude
any director from serving the Bank in any other capacity and receiving
compensation therefor.

ARTICLE III

COMMITTEES

SECTION 3.01. Executive Committee. The Board, by resolution adopted by a
majority of the entire Board, shall appoint an Executive Committee which, when
the Board is not in session, shall have and may exercise all the powers of the
Board that lawfully may be delegated including, without limitation, the power
and authority to declare dividends. The Executive Committee shall consist of
such number of directors as the Board shall from time to time determine, but not
less than five and one of whom shall be designated by the Board as Chairman
thereof, as follows: (a) the Chairman of the Board, the President, the Vice
Chairman of the Board; and (b) such other directors, none of whom shall be an
officer of the Bank, as shall be appointed to serve at the pleasure of the
Board. The Board, by resolution adopted by a majority of the entire Board, may
designate one or more directors as alternate members of the Executive Committee
and the manner and circumstances in which such alternate members shall replace
or act in the place of absent or disqualified

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members of the Executive Committee. The attendance of one-third of the members
of the Committee or their substitutes, or the next highest integer in the event
of a fraction, at any meeting shall constitute a quorum, and the act of a
majority of those present at a meeting thereof at which a quorum is present
shall be the act of the Committee. All acts done and powers conferred by the
Committee from time to time shall be deemed to be, and may be certified as being
done or conferred under authority of the Board. The Committee shall fix its own
rules and procedures, and the minutes of the meetings of the Committee shall be
submitted at the next regular meeting of the Board at which a quorum is present,
or if impracticable at the next such subsequent meeting. The Committee shall
hold meetings "On Call" and such meetings may be called by the Chairman of the
Executive Committee, the Chairman of the Board, the President, a Vice Chairman
of the Board, or the Secretary. Notice of each such meeting of the Committee
shall be given by mail, telegraph, cable, wireless or other form of recorded
communication or be delivered personally or by telephone to each member of the
Committee not later than the day before the day on which such meeting is to be
held. Notice of any such meeting need not be given to any member of the
Committee who submits a signed waiver of notice whether before or after the
meeting, or if he shall be present at such meeting; and any meeting of the
Committee shall be a legal meeting without any notice thereof having been given,
if all the members of the Committee shall be present thereat. In the case of any
meeting, in the absence of the Chairman of the Executive Committee, such member
as shall be designated by the Chairman of the Executive Committee or the
Executive Committee shall act as Chairman of the meeting.

SECTION 3.02. Examining Committee. The Board, by resolution adopted by a
majority of the entire Board, shall appoint an Examining Committee composed of
not less than three of its members, none of whom shall be an officer of the
Bank, to hold office at its pleasure and one of whom shall be designated by the
Board as chairman thereof. The Committee shall make such examination into the
affairs of the Bank and its loans and discounts and make such reports in writing
thereof as may be directed by the Board or required by the Banking Law. The
attendance of one-third of the members of the Committee, or the next highest
integer in the event of a fraction, at any meeting shall constitute a quorum,
and the act of a majority of those present at a meeting thereof at which a
quorum is present shall be the act of the Committee.

SECTION 3.03. Other Committees. The Board, by resolution adopted by a
majority of the entire Board, may appoint, from time to time, such other
committees composed of not less than three of its members for such purposes and
with such duties and powers as the Board may determine. The attendance of
one-third of the members of such other committees, or the next highest integer
in the event of a fraction, at any meeting shall constitute a quorum, and the
act of a majority of those present at a meeting thereof at which a quorum is
present shall be the act of such other committees.

ARTICLE IV

OFFICERS AND AGENTS

SECTION 4.01. Officers. The officers of the Bank shall be (a) a Chairman
of the Board, a President and one or more Vice Chairman of the Board, each of
whom must be a director and shall be elected by the Board; (b) a Chief Financial
Officer, a Controller, a Secretary and a General Auditor, each of whom shall be
elected by the Board; and (c) may includes a Chief Credit Officer, a Chief
Administrative Officer, a Chief Technology Officer, one or more Group Executives
and such other officers as may from time to time be elected by the Board or
under its authority, or appointed by the Chairman or the President or a Vice
Chairman of the Board.

SECTION 4.02. Clerks and Agents. The Board may elect and dismiss, or the
Chairman or the President or a Vice Chairman of the Board may appoint and
dismiss, or delegate to any other officers authority to appoint and dismiss,
such clerks, agents and employees as may be deemed advisable for the prompt and
orderly transaction of the Bank's business, and may prescribe, or authorize the
appointing officers to prescribe, their respective duties, subject to the
provisions of these By-laws.

SECTION 4.03. Term of Office. The officers designated in Section 4.01(a)
shall be elected by the Board at its annual meeting. The officers designated in
Section 4.01(b) may be elected at the annual or any other

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meeting of the Board. The officers designated in Section 4.01(c) may be elected
at the annual or any other meeting of the Board or appointed at any time by the
designated proper officers. Any vacancy occurring in any office designated in
Section 4.01(a) may be filed at any regular or special meeting of the Board. The
officers elected pursuant to Section 4.01(a) shall each hold office for the term
of one year and until their successors are elected, unless sooner disqualified
or removed by a vote of two-thirds of the whole Board. The officers elected by
the Board pursuant to Section 4.01(b) of these By-laws shall hold office at the
pleasure of the Board. All other officers, clerks, agent and employees elected
by the Board, or appointed by the Chairman, the President or a Vice Chairman of
the Board, or under their authority, shall hold their respective offices at the
pleasure of the Board or officers elected pursuant to Section 4.01(a).

SECTION 4.04. Chairman of the Board. The Chairman shall be the chief
executive officer of the Bank and shall have, subject to the control of the
Board, general supervision and direction of the policies and operations of the
Bank. He shall provide at all meetings of the stockholders and at all meetings
of the Board. He shall have the right to execute any document or perform any act
which could be or is required to be executed or performed by the President of
the Bank. He shall have the power to sign checks, orders, contracts, leases,
notes, drafts and other documents and instruments in connection with the
business of the Bank, and together with the Secretary or an Assistant Corporate
Secretary to execute conveyances of real estate and other documents and
instruments to which the seal of the Bank is affixed. He shall perform such
other duties as from time to time may be prescribed by the Board.

SECTION 4.05. President. The President shall, subject to the direction
and control of the Board and the Chairman, participate in the supervision of the
policies and operations of the Bank. In general, the President shall perform all
duties incident to the office of President, and such other duties as from time
to time may be prescribed by the Board or the Chairman. In the absence of the
Chairman, the President shall preside at meetings of stockholders and of the
Board. The President shall have the same power to sign for the Bank as is
prescribed in these By-laws for the Chairman.

SECTION 4.06. Vice Chairman of the Board. The Vice Chairman of the Board,
or if there be more than one, then each of them, shall, subject to the direction
and control of the Board and the Chairman, participate in the supervision of the
policies and operations of the Bank, and shall have such other duties as may be
prescribed from time to time by the Board or the Chairman. In the absence of the
Chairman and the President, a Vice Chairman, as designated by the Chairman or
the Board, shall preside at meetings of the stockholders and of the Board. Each
Vice Chairman shall have the same power to sign for the Bank as is prescribed in
these By-laws for the Chairman.

SECTION 4.07. Chief Financial Officer. The Chief Financial Officer shall
have such powers and perform such duties as the Board, the Chairman, the
President, or a Vice Chairman of the Board may from time to time prescribe,
which duties may include, without limitation, responsibility for strategic
planning, corporate finance, control tax and auditing activities, and shall
perform such other duties as may be prescribed by these By-laws.

SECTION 4.08. Controller. The Controller shall exercise general
supervision of the accounting departments of the Bank. He shall be responsible
to the Chief Financial Officer and shall render reports from time to time
relating to the general financial condition of the Bank. He shall render such
other reports and perform such other duties as from time to time may be
prescribed by the Chief Financial Officer, a Vice Chairman of the Board, the
President or the Chairman.

SECTION 4.09. Secretary. The Secretary shall:

(a) record all the proceedings of the meetings of the stockholders,
the Board and the Executive Committee in one or more books kept for that
purpose;

(b) see that all notices are duly given in accordance with the
provisions of these By-laws or as required by law;

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(c) be custodian of the seal of the Bank; and he may see that such
seal or a facsimile thereof is affixed to any documents the execution of
which on behalf of the Bank is duly authorized and may attest such seal
when so affixed; and

(d) in general, perform all duties incident to the office of Secretary
and such other duties as from time to time may be prescribed by the Board
and the Chairman.

SECTION 4.10. General Auditor. The General Auditor shall exercise general
supervision of the Auditing Division. He shall audit the affairs of the Bank and
its subsidiaries, including appraisal of the soundness and adequacy of internal
controls and operating procedures and shall ascertain the extent of compliance
with policies and procedures of the Bank. He shall be responsible to the Board
and shall make such audits and prepare such regular reports as the Board, its
Examining Committee or the Chairman may, from time to time, require or as in his
judgment are necessary in the performance of his duties.

SECTION 4.11. Powers and Duties of Other Officers. The powers and duties
of all other officers of the Bank shall be those usually pertaining to their
respective offices, subject to the direction and control of the Board and as
otherwise provided in these By-laws.

SECTION 4.12. Fidelity Bonds. The Board, in its discretion, may require
any or all officers, agents, clerks and employees of the Bank to give bonds
covering the faithful performance of their duties or may obtain insurance
covering the same, in either case in form and amount approved by the Board, the
premiums thereon to be paid by the Bank.

ARTICLE V

CORPORATE SEAL

The corporate seal of the Bank shall be in the form of a circle and shall
bear the full name of the Bank and the words "Corporate Seal New York" together
with the logo of The Chase Manhattan Corporation.

ARTICLE VI

FISCAL YEAR

The fiscal year of the Bank shall be the calendar year.

ARTICLE VII

INDEMNIFICATION

SECTION 7.01. Right to Indemnification. The Bank shall to the fullest
extent permitted by applicable law as then in effect indemnify any person (the
"Indemnitee") who was or is involved in any manner (including, without
limitation, as a party or a witness), or is threatened to be made so involved,
in any threatened, pending or completed investigation, claim, action, suit or
proceeding, whether civil, administrative or investigative (including, without
limitation, any action, suit or proceeding by or in the right of the Bank to
procure a judgment in its favor) (a "Proceeding") by reason of the fact that he
is or was a director, officer, employee or agent of the Bank, or is or was
serving at the request of the Bank as a director, officer or employee or agent
of another corporation, partnership, joint venture, trust or other enterprise
against all expenses (including attorney's fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by him in connection with
such Proceeding. Such indemnification shall be a contract right and shall
include the right to receive payment in advance of any expenses incurred by the
Indemnitee in connection with such Proceeding, consistent with the provisions of
applicable law as then in effect.

SECTION 7.02. Contracts and Funding. The Bank may enter into contracts
with any director, officer, employee or agent of the Bank in furtherance of the
provisions of this Article VII and may create a trust fund, grant a security
interest or use other means (including, without limitation, a letter of credit)
to ensure the payment of such amounts as may be necessary to effect
indemnification as provided in this Article VII.

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SECTION 7.03. Employee Benefit Plans. For purposes of this Article VII,
references to "other enterprises" shall include employee benefit plans;
references to "fines" shall include any excise taxes assessed on a person with
respect to any employee benefit plan; and references to "serving at the request
of the Bank" shall include any service as a director, officer, employee, or
agent of the Bank which imposes duties on, or involves services by, such
director, officer, employee, or agent with respect to an employee benefit plan,
its participants, or beneficiaries; and a person who acted in good faith and in
a manner he reasonably believed to be in the interest of the participants and
beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner not opposed to the best interests of a corporation.

SECTION 7.04. Indemnification Not Exclusive Right. The right of
indemnification and advancement of expenses provided in this Article VII shall
not be exclusive of any other rights to which a person seeking indemnification
may otherwise be entitled, under any statute, by-law, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office. The provisions of this Article VII shall inure to the benefit of the
heirs and legal representatives of any person entitled to indemnity under this
Article VII and shall be applicable to Proceedings commenced or continuing after
the adoption of this Article VII whether arising from acts or omissions
occurring before or after such adoption.

SECTION 7.05. Advancement of Expenses; Procedures. In furtherance, but
not in limitation, of the foregoing provisions, the following procedures and
remedies shall apply with respect to advancement of expenses and the right to
indemnification under this Article VII;

(a) Advancements of Expenses. All reasonable expenses incurred by or
on behalf of the Indemnities in connection with any Proceeding shall be
advanced to the Indemnitee by the Bank within twenty (20) days after the
receipt by the Bank of a statement or statements from the Indemnitee
requesting such advance or advances from time to time, whether prior to or
after final disposition of such Proceeding. Such statement or statements
shall reasonably evidence the expenses incurred by the Indemnitee and, if
required by law at the time of such advance, shall include or be
accompanied by an undertaking by or on behalf of the Indemnitee to repay
the amounts advanced if, and to the extent, it should ultimately be
determined that the Indemnitee is not entitled to be indemnified against
such expenses.

(b) Written Request for Indemnification. To obtain indemnification
under this Article VII, an Indemnitee shall submit to the Secretary of the
Bank a written request, including such documentation and information as is
reasonably available to the Indemnitee and reasonably necessary to
determine whether and to what extent the Indemnitee is entitled to
indemnification (the "Supporting Documentation"). The determination of the
Indemnitee's entitlement to indemnification shall be made within a
reasonable time after receipt by the Bank of the written request for
indemnification together with the Supporting Documentation. The Secretary
of the Bank shall, promptly upon receipt of such a request for
indemnification, advise the Board in writing that the Indemnitee has
required indemnification.

(c) Procedure for Determination. The Indemnitee's entitlement to
indemnification under this Article VII shall be determined (i) by the Board
by a majority vote of a quorum (as defined in Article II of these By-laws)
consisting of directors who were not parties to such action, suit or
proceeding, or (ii) if such quorum is not obtainable, or, even if
obtainable, a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion, or (iii) by the stockholders, but only
if a majority of the disinterested directors, if they constitute a quorum
of the Board, presents the issue of entitlement to indemnification to the
stockholders for their determination.

ARTICLE VIII

BY-LAWS

SECTION 8.01. Inspection. A copy of the By-laws shall at all times be
kept in a convenient place at the principal office of the Bank, and shall be
open for inspection by stockholders during banking hours.

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SECTION 8.02. Amendments. Except as otherwise specifically provided by
statute, these By-laws may be added to, amended, altered or repealed at any
meeting of the Board by vote of a majority of the entire Board, provided that
written notice of any such proposed action shall be given to each director prior
to such meeting, or that notice of such addition, amendment, alteration or
repeal shall have been given at the preceeding meeting of the Board.

SECTION 8.03. Construction. The masculine gender, where appearing in
these By-laws, shall be deemed to include the feminine gender.

I, ANTHONY J. HORAN, Secretary of THE CHASE MANHATTAN BANK, New York, New
York, hereby certify that the foregoing is a true and correct copy of the
By-laws of said Bank and that said By-laws are in full force and effect on the
date hereof.

Dated:

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Secretary