BY-LAWS

                                      OF

                            WELLS FARGO & COMPANY

                          (A DELAWARE CORPORATION),

                          AS AMENDED APRIL 21, 1998

                                --------------

                                  ARTICLE I

                           MEETINGS OF STOCKHOLDERS

          SECTION 1.  ANNUAL MEETINGS.  The annual meeting of stockholders of 
Wells Fargo & Company (the "corporation") shall be held on the third Tuesday 
of April in each year at such time of day as may be fixed by the Board of 
Directors, at the principal office of the corporation, if not a bank holiday, 
and if a bank holiday then on the next succeeding business day at the same 
hour and place, or at such other time, date or place, within or without the 
State of Delaware, as may be determined by the Board of Directors.  At such 
meeting, Directors shall be elected, reports of the affairs of the 
corporation may be considered, and any other proper business may be 
transacted.

          SECTION 2.  SPECIAL MEETINGS.  Special meetings of the 
stockholders, unless otherwise regulated by statute, for any purpose or 
purposes whatsoever, may be called at any time by the Board of Directors, the 
Chairman of the Board, the President, the Chief Executive Officer (if other 
than the Chairman of the Board or the President), or one or more stockholders 
holding not less than 10 percent of the voting power of the corporation.  
Such meetings may be held at any place within or without the State of 
Delaware designated by the Board of Directors of the corporation.

          SECTION 3.  NOTICE OF MEETINGS.  Notice of all meetings of the 
stockholders, both annual and special, shall be given by the Secretary in 
writing to stockholders entitled to vote.  A notice may be given either 
personally or by mail or other means of written communication, charges 
prepaid, addressed to any stockholder at his address appearing on the books 
of the corporation or at the address given by such stockholder to the 
corporation for the purpose of notice.  Notice of any meeting of stockholders 
shall be sent to each stockholder entitled thereto not less than 10 nor more 
than 60 days prior to such meeting.




Such notice shall state the place, date and hour of the meeting and shall 
also state (i) in the case of a special meeting, the general nature of the 
business to be transacted and that no other business may be transacted, (ii) 
in the case of an annual meeting, those matters which the Board of Directors 
intends at the time of the mailing of the notice to present for stockholder 
action and that any other proper matter may be presented for stockholder 
action to the meeting, and (iii) in the case of any meeting at which 
Directors are to be elected, the names of the nominees which the management 
intends at the time of the mailing of the notice to present for election.

          SECTION 4.  QUORUM.  Except as otherwise provided by law, the 
presence of the holders of a majority of the stock issued and outstanding 
present in person or represented by proxy and entitled to vote is requisite 
and shall constitute a quorum for the transaction of business at all meetings 
of the stockholders, and the vote of a majority of such stock present and 
voting at a duly held meeting at which there is a quorum present shall decide 
any question brought before such meeting.

          SECTION 5.  VOTING.  Unless otherwise provided in the Certificate 
of Incorporation, every stockholder shall be entitled to one vote for every 
share of stock standing in his name on the books of the corporation, and may 
vote either in person or by proxy.

                                  ARTICLE II

                                  DIRECTORS

          SECTION 1.  NUMBER, TERM.  The property, business and affairs of the
corporation shall be managed and all corporate power shall be exercised by or
under the direction of the Board of Directors as from time to time constituted. 
The number of Directors of this corporation shall be not less than 10 nor more
than l7, the exact number within the limits so specified to be fixed from time
to time by a By-Law adopted by the stockholders or by the Board of Directors. 
Until some other number is so fixed, the number of Directors shall be 14.  The
term of office of each Director shall be from the time of his election until the
annual meeting next succeeding his election and until his successor shall have
been duly elected, or until his death, resignation or lawful removal pursuant to
the provisions of the General Corporation Law of Delaware.

          SECTION 2.  POWERS.  In addition to the powers expressly conferred 
by these By-Laws, the Board of Directors may exercise all corporate powers 
and do such lawful acts and things as are 

                                       2


not by statute or by the Certificate of Incorporation or by these By-Laws 
required to be exercised or approved by the stockholders.

          SECTION 3.  COMPENSATION.  Directors and Advisory Directors (as 
provided in Section 12 of this Article) as such may receive such 
compensation, if any, as the Board of Directors by resolution may direct, 
including salary or a fixed sum plus expenses, if any, for attendance at 
meetings of the Board of Directors or of its committees.

          SECTION 4.  ORGANIZATIONAL MEETING.  An organizational meeting of 
the Board of Directors shall be held each year on the day of the annual 
meeting of stockholders of the corporation for the purpose of electing 
officers, the members of the Formal Committees provided in Section 11 of this 
Article and the Advisory Directors provided in Section 12 of this Article, 
and for the transaction of any other business.  Said organizational meeting 
shall be held without any notice other than this By-Law.

          SECTION 5.  PLACE OF MEETINGS.  The Board of Directors shall hold 
its meetings at the main office of the corporation or at such other place as 
may from time to time be designated by the Board of Directors or by the chief 
executive officer.

          SECTION 6.  REGULAR MEETINGS.  Regular meetings of the Board of 
Directors will be held on the third Tuesday of each month (except for the 
months of August and December) at the later of the following times:  (i) 
10:30 a.m. or (ii) immediately following the adjournment of any regular 
meeting of the Board of Directors of Wells Fargo Bank, National Association, 
held on the same day.  If the day of any regular meeting shall fall upon a 
bank holiday, the meeting shall be held at the same hour on the first day 
following which is not a bank holiday. No call or notice of a regular meeting 
need be given unless the meeting is to be held at a place other than the main 
office of the corporation.

          SECTION 7.  SPECIAL MEETINGS.  Special meetings shall be held when 
called by the chief executive officer or at the written request of four 
Directors.

          SECTION 8.  QUORUM; ADJOURNED MEETINGS.  A majority of the 
authorized number of Directors shall constitute a quorum for the transaction 
of business. A majority of the Directors present, whether or not a quorum, 
may adjourn any meeting to another time and place, provided that, if the 
meeting is adjourned for more than 30 days, notice of the adjournment shall 
be given in accordance with these By-Laws.

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          SECTION 9.  NOTICE, WAIVERS OF NOTICE.  Notice of special meetings 
and notice of regular meetings held at a place other than the head office of 
the corporation shall be given to each Director, and notice of the 
adjournment of a meeting adjourned for more than 30 days shall be given prior 
to the adjourned meeting to all Directors not present at the time of the 
adjournment.  No such notice need specify the purpose of the meeting.  Such 
notice shall be given four days prior to the meeting if given by mail or on 
the day preceding the day of the meeting if delivered personally or by 
telephone, facsimile, telex or telegram.  Such notice shall be addressed or 
delivered to each Director at such Director's address as shown upon the 
records of the corporation or as may have been given to the corporation by 
the Director for the purposes of notice. Notice need not be given to any 
Director who signs a waiver of notice (whether before or after the meeting) 
or who attends the meeting without protesting the lack of notice prior to its 
commencement.  All such waivers shall be filed with and made a part of the 
minutes of the meeting.

          SECTION 10.  TELEPHONIC MEETINGS.  A meeting of the Board of 
Directors or of any Committee thereof may be held through the use of 
conference telephone or similar communications equipment, so long as all 
members participating in such meeting can hear one another.  Participation in 
such a meeting shall constitute presence at such meeting.

          SECTION 11.  WRITTEN CONSENTS.  Any action required or permitted to 
be taken by the Board of Directors may be taken without a meeting, if all 
members of the Board of Directors shall individually or collectively consent 
in writing to such action.  Such written consent or consents shall be filed 
with the minutes of the proceedings of the Board of Directors.  Such action 
by written consent shall have the same force and effect as the unanimous vote 
of the Directors.

          SECTION 12.  RESIGNATIONS.  Any Director may resign his position as 
such at any time by giving written notice to the Chairman of the Board, the 
President, the Secretary or the Board of Directors.  Such resignation shall 
take effect as of the time such notice is given or as of any later time 
specified therein and the acceptance thereof shall not be necessary to make 
it effective.

          SECTION 13.  VACANCIES.  Vacancies in the membership of the Board 
of Directors shall be deemed to exist (i) in case of the death, resignation 
or removal of any Director, (ii) if the authorized number of Directors is 
increased, or (iii) if the stockholders fail, at a meeting of stockholders at 
which Directors are elected, to elect the full authorized number of 

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Directors to be elected at that meeting.  Vacancies in the membership of the 
Board of Directors may be filled by a majority of the remaining Directors, 
though less than a quorum, or by a sole remaining Director, and each Director 
so elected shall hold office until his successor is elected at an annual or a 
special meeting of the stockholders.  The stockholders may elect a Director 
at any time to fill any vacancy not filled by the Directors.

          SECTION 14.  COMMITTEES OF THE BOARD OF DIRECTORS.  By resolution 
adopted by a majority of the authorized number of Directors, the Board of 
Directors may designate one or more Committees to act as or on behalf of the 
Board of Directors.  Each such Committee shall consist of one or more 
Directors designated by the Board of Directors to serve on such Committee at 
the pleasure of the Board of Directors.  The Board of Directors may designate 
one or more Directors as alternate members of any Committee, which alternate 
members may replace any absent member at any meeting of such Committee.  In 
the absence or disqualification of a member of a Committee, the member or 
members thereof present at any meeting and not disqualified from voting, 
whether or not he or they constitute a quorum, may unanimously appoint 
another member of the Board of Directors to act at the meeting in the place 
of any such absent or disqualified member.  Any Committee, to the extent 
provided in the resolution of the Board of Directors, these By-Laws or the 
Certificate of Incorporation, may have all the authority of the Board of 
Directors, except with respect to:  (i) amending the Certificate of 
Incorporation (except that a Committee may, to the extent authorized in the 
resolution or resolutions providing for the issuance of shares of stock 
adopted by the Board of Directors as provided in Section 151(a) of the 
General Corporation Law of Delaware, fix any of the preferences or rights of 
such shares relating to dividends, redemption, dissolution, any distribution 
of assets of the corporation or the conversion into, or the exchange of such 
shares for, shares of any other class or classes or any other series of the 
same or any other class or classes of stock of the corporation or fix the 
number of shares of any series of stock or authorize the increase or decrease 
of the shares of any series), (ii) adopting an agreement of merger or 
consolidation under Section 251 or 252 of the General Corporation Law of 
Delaware, (iii) recommending to the stockholders the sale, lease or exchange 
of all or substantialy all of the corporation's property and assets, (iv) 
recommending to the stockholders a dissolution of the corporation or a 
revocation of a dissolution, or (v) amending these By-Laws.


                                       5


          Included among the Committees shall be the following:

          (a)  EXECUTIVE COMMITTEE.  There shall be an Executive Committee 
consisting of the Chairman of the Board, presiding, and not less than seven 
additional Directors, who shall be elected by the Board of Directors at its 
organizational meeting or otherwise.  Subject to such limitations as may from 
time to time be imposed by the Board of Directors or as are imposed by these 
By-Laws, the Executive Committee shall have the fullest authority to act for 
and on behalf of the corporation, and it shall have all of the powers of the 
Board of Directors which, under the law, it is possible for a Board of 
Directors to delegate to such a committee, including the supervision of the 
general management, direction and superintendence of the business and affairs 
of the corporation and the power to declare a dividend, to authorize the 
issuance of stock or to adopt a certificate of ownership and merger pursuant 
to Section 253 of the General Corporation Law of Delaware.

          (b)  COMMITTEE ON EXAMINATIONS AND AUDITS.  There shall be a 
Committee on Examinations and Audits consisting of not less than three 
Directors who are not officers of the corporation and who shall be elected by 
the Board of Directors at its organizational meeting or otherwise.  It shall 
be the duty of this Committee (i) to make, or cause to be made, in accordance 
with the procedures from time to time approved by the Board of Directors, 
internal examinations and audits of the affairs of the corporation and the 
affairs of any subsidiary which by resolution of its board of directors has 
authorized the Committee on Examinations and Audits to act hereunder, (ii) to 
make recommendations to the Board of Directors of the corporation and of each 
such subsidiary with respect to the selection of and scope of work for the 
independent auditors for the corporation and for each subsidiary, (iii) to 
review, or cause to be reviewed in accordance with procedures from time to 
time approved by the Board of Directors, all reports of internal examinations 
and audits, all audit-related reports made by the independent auditors for 
the corporation and each such subsidiary and all reports of examination of 
the corporation and of any subsidiary made by regulatory authorities, (iv) 
from time to time, to review and discuss with the management, and 
independently with the General Auditor, the Risk Control Officer and the 
independent auditors, the accounting and reporting principles, policies and 
practices employed by the corporation and its subsidiaries and the adequacy 
of their accounting, financial, operating and administrative controls, 
including the review and approval of any policy statements relating thereto, 
and (v) to perform such other duties as the Board of Directors may from time 
to time assign to it.  The Committee on Examinations and Audits shall submit 
reports of its findings, 

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conclusions and recommendations, if any, to the Board of Directors.

          (c)  MANAGEMENT DEVELOPMENT AND COMPENSATION COMMITTEE.  There 
shall be a Management Development and Compensation Committee consisting of 
not less than six directors, who shall be elected by the Board of Directors 
at its organizational meeting or otherwise and none of whom shall be eligible 
to participate in either the Wells Fargo & Company Stock Appreciation Rights 
Plan, the Wells Fargo & Company Stock Option Plan the Wells Fargo & Company 
Employee Stock Purchase Plan or any similar employee stock plan (or shall 
have been so eligible within the year next preceding the date of becoming a 
member of the Management Development and Compensation Committee).  It shall 
be the duty of the Management Development and Compensation Committee, and it 
shall have authority, (i) to advise the Chief Executive Officer concerning 
the corporation's salary policies, (ii) to administer such compensation 
programs as from time to time are delegated to it by the Board of Directors, 
(iii) to accept or reject the recommendations of the Chief Executive Officer 
with respect to all salaries in excess of such dollar amount or of officers 
of such grade or grades as the Board of Directors may from time to time by 
resolution determine to be appropriate and (iv) upon the request of any 
subsidiary which by resolution of its board of directors has authorized the 
Management Development and Compensation Committee to act hereunder, to advise 
its chief executive officer concerning such subsidiary's salary policies and 
compensation programs.

          (d)  NOMINATING COMMITTEE.  There shall be a Nominating Committee 
consisting of not less than three Directors, who shall be elected by the 
Board of Directors at its organizational meeting or otherwise.  It shall be 
the duty of the Nominating Committee, annually and in the event of vacancies 
on the Board of Directors, to nominate candidates for election to the Board 
of Directors.

          Each Committee member shall serve until the organizational meeting 
of the Board of Directors held on the day of the annual meeting of 
stockholders in the year next following his or her election and until his or 
her successor shall have been elected, but any such member may be removed at 
any time by the Board of Directors.  Vacancies in any of said committees, 
however created, shall be filled by the Board of Directors.  A majority of 
the members of any such committee shall be necessary to constitute a quorum 
and sufficient for the transaction of business, and any act of a majority 
present at a meeting of any such committee at which there is a quorum present 
shall be the act of such committee.  Subject to these By-Laws and the 
authority of the Board of Directors, each committee shall have the power to 

                                       7


determine the form of its organization.  The provisions of these By-Laws 
governing the calling, notice and place of special meetings of the Board of 
Directors shall apply to all meetings of any Committee unless such committee 
fixes a time and place for regular meetings, in which case notice for such 
meeting shall be unnecessary.  The provisions of these By-Laws regarding 
actions taken by the Board of Directors, however called or noticed, shall 
apply to all meetings of any Committee.  Each committee shall cause to be 
kept a full and complete record of its proceedings, which shall be available 
for inspection by any Director.  There shall be presented at each meeting of 
the Board of Directors a summary of the minutes of all proceedings of each 
committee since the preceding meeting of the Board of Directors.

                                 ARTICLE III

                                   OFFICERS

          SECTION 1.  ELECTION OF EXECUTIVE OFFICERS.  The corporation shall 
have (i) a Chairman of the Board, (ii) a President, (iii) a Secretary and 
(iv) a Chief Financial Officer.  The Corporation also may have a Vice 
Chairman of the Board, one or more Vice Chairmen, one or more Executive Vice 
Presidents, one or more Senior Vice Presidents, one or more Vice Presidents, 
a Controller, a Treasurer, one or more Assistant Vice Presidents, one or more 
Assistant Treasurers, one or more Assistant Secretaries, a General Auditor, a 
Risk Control Officer, and such other officers as the Board of Directors, or 
the Chief Executive Officer or any officer or committee whom he may authorize 
to perform this duty, may from time to time deem necessary or expedient for 
the proper conduct of business by the corporation.  The Chairman of the 
Board, the Vice Chairman of the Board, if any, and the President shall be 
elected from among the members of the Board of Directors.  The following 
offices shall be filled only pursuant to election by the Board of Directors:  
Chairman of the Board, Vice Chairman of the Board, President, Vice Chairman, 
Executive Vice President, Senior Vice President, Secretary, Controller, 
Treasurer, General Auditor and Risk Control Officer. Other officers may be 
appointed by the Chief Executive Officer or by any officer or committee whom 
he may authorize to perform this duty.  All officers shall hold office at 
will, at the pleasure of the Board of Directors, the Chief Executive Officer, 
the officer or committee having the authority to appoint such officers, and 
the officer or committee authorized by the Chief Executive Officer to remove 
such officers, and may be removed at any time, with or without notice and 
with or without cause.  No authorization by the Chief Executive Officer to 
perform such duty of appointment or removal shall be effective unless done in

                                       8


writing and signed by the Chief Executive Officer.  Two or more offices may 
be held by the same person.

          SECTION 2.  CHAIRMAN OF THE BOARD.  The Chairman of the Board 
shall, when present, preside at all meetings of the stockholders and of the 
Board of Directors and shall be the Chief Executive Officer of the 
corporation.  As Chief Executive Officer, he shall (i) exercise, and be 
responsible to the Board of Directors for, the general supervision of the 
property, affairs and business of the corporation, (ii) report at each 
meeting of the Board of Directors upon all matters within his knowledge which 
the interests of the corporation may require to be brought to its notice, 
(iii) prescribe, or to the extent he may deem appropriate designate an 
officer or committee to prescribe, the duties, authority and signing power of 
all other officers and employees of the corporation and (iv) exercise, 
subject to these By-Laws, such other powers and perform such other duties as 
may from time to time be prescribed by the Board of Directors.

          SECTION 3.  VICE CHAIRMAN OF THE BOARD.  The Vice Chairman of the 
Board shall, subject to these By-Laws, exercise such powers and perform such 
duties as may from time to time be prescribed by the Board of Directors.  In 
the absence of the Chairman of the Board and the President, the Vice Chairman 
of the Board shall preside over the meetings of the stockholders and the 
Board of Directors.

          SECTION 4.  PRESIDENT.  The President shall, subject to these 
By-Laws, be the chief operating officer of the corporation and shall exercise 
such other powers and perform such other duties as may from time to time be 
prescribed by the Board of Directors.  In the absence of the Chairman of the 
Board, the President shall preside over the meetings of the stockholders and 
the Board of Directors.  

          SECTION 5.  ABSENCE OR DISABILITY OF CHIEF EXECUTIVE OFFICER.  In 
the absence or disability of the Chairman of the Board, the President shall 
act as Chief Executive Officer.  In the absence or the disability of both the 
Chairman of the Board and the President, the Vice Chairman of the Board shall 
act as Chief Executive Officer.  In the absence of the Chairman of the Board, 
the President and the Vice Chairman of the Board, the officer designated by 
the Board of Directors, or if there be no such designation the officer 
designated by the Chairman of the Board, shall act as Chief Executive 
Officer.  The Chairman of the Board shall at all times have on file with the 
Secretary his written designation of the officer from time to time so 
designated by him to act as Chief Executive Officer in his 

                                       9


absence or disability and in the absence or disability of the President and 
the Vice Chairman of the Board.

          SECTION 6.  EXECUTIVE VICE PRESIDENTS; SENIOR VICE PRESIDENTS; VICE 
PRESIDENTS.  The Executive Vice Presidents, the Senior Vice Presidents and 
the Vice Presidents shall have all such powers and duties as may be 
prescribed by the Board of Directors or by the Chief Executive Officer.

          SECTION 7.  SECRETARY.  The Secretary shall keep a full and 
accurate record of all meetings of the stockholders and of the Board of 
Directors, and shall have the custody of all books and papers belonging to 
the corporation which are located in its principal office.  He shall give, or 
cause to be given, notice of all meetings of the stockholders and of the 
Board of Directors, and all other notices required by law or by these 
By-Laws.  He shall be the custodian of the corporate seal or seals.  In 
general, he shall perform all duties ordinarily incident to the office of a 
secretary of a corporation, and such other duties as from time to time may be 
assigned to him by the Board of Directors or the Chief Executive Officer.

          SECTION 8.  CHIEF FINANCIAL OFFICER.  The Chief Financial Officer 
shall have charge of and be responsible for all funds, securities, receipts 
and disbursements of the corporation, and shall deposit, or cause to be 
deposited, in the name of the corporation all moneys or other valuable 
effects in such banks, trust companies, or other depositories as shall from 
time to time be selected by the Board of Directors.  He shall render to the 
Chief Executive Officer and the Board of Directors, whenever requested, an 
account of the financial condition of the corporation.  In general, he shall 
perform all duties ordinarily incident to the office of a chief financial 
officer of a corporation, and such other duties as may be assigned to him by 
the Board of Directors or the Chief Executive Officer.

          SECTION 9.  GENERAL AUDITOR.  The General Auditor shall be 
responsible to the Board of Directors for evaluating the ongoing operation, 
and the adequacy, effectiveness and efficiency, of the system of control 
within the corporation and of each subsidiary which has authorized the 
Committee on Examinations and Audits to act under Section 14(b) of Article II 
of these By-Laws.  He shall make, or cause to be made, such internal audits 
and reports of the corporation and each such subsidiary as may be required by 
the Board of Directors or by the Committee on Examinations and Audits.  He 
shall coordinate the auditing work performed for the corporation and its 
subsidiaries by public accounting firms and, in connection therewith, he 
shall determine whether the internal auditing functions being performed 
within the subsidiaries are adequate.  He shall also perform such other 
duties as the Chief 

                                       10


Executive Officer may prescribe, and shall report to the Chief Executive 
Officer on all matters concerning the safety of the operations of the 
corporation and of any subsidiary which he deems advisable or which the Chief 
Executive Officer may request.  Additionally, the General Auditor shall have 
the duty of reporting independently of all officers of the corporation to the 
Committee on Examinations and Audits at least quarterly on all matters 
concerning the safety of the operations of the corporation and its 
subsidiaries which should be brought in such manner through such committee to 
the attention of the Board of Directors.  Should the General Auditor deem any 
matter to be of especial immediate importance, he shall report thereon 
forthwith through the Committee on Examinations and Audits to the Board of 
Directors.

          SECTION 10.  RISK CONTROL OFFICER.  The Risk Control Officer shall 
report to the Board of Directors through its Committee on Examinations and 
Audits.  The Risk Control Officer shall be responsible for directing a number 
of control related activities principally affecting the Company's credit 
function and shall have such other duties and responsibilities as shall be 
prescribed from time to time by the chief executive officer and the Committee 
on Examinations and Audits.  Should the Risk Control Officer deem any matter 
to be of special importance, the Risk Control Officer shall report thereon 
forthwith through the Committee to the Board of Directors.

                                  ARTICLE IV

                               INDEMNIFICATION

          SECTION 1.  ACTION, ETC. OTHER THAN BY OR IN THE RIGHT OF THE 
CORPORATION. The corporation shall indemnify any person who was or is a party 
or is threatened to be made a party to any threatened, pending or completed 
action, suit or proceeding or investigation, whether civil, criminal or 
administrative, and whether external or internal to the corporation (other 
than a judicial action or suit brought by or in the right of the 
corporation), by reason of the fact that he or she is or was an Agent (as 
hereinafter defined) against expenses (including attorneys' fees), judgments, 
fines and amounts paid in settlement actually and reasonably incurred by the 
Agent in connection with such action, suit or proceeding, or any appeal 
therein, if the Agent acted in good faith and in a manner he or she 
reasonably believed to be in or not opposed to the best interests of the 
corporation and, with respect to any criminal action or proceeding, had no 
reasonable cause to believe such conduct was unlawful.  The termination of 
any action, suit or proceeding -- whether by judgment, order, settlement, 
conviction, or upon a 

                                       11


plea of nolo contendere or its equivalent -- shall not, of itself, create a 
presumption that the Agent did not act in good faith and in a manner which he 
or she reasonably believed to be in or not opposed to the best interests of 
the corporation and, with respect to any criminal action or proceeding, that 
the Agent had reasonable cause to believe that his or her conduct was 
unlawful.  For purposes of this Article, an "Agent" shall be:  (i) any 
director, officer or employee of the corporation; (ii) any person who, being 
or having been such a director, officer or employee, is or was serving on 
behalf of the corporation at the request of an authorized officer of the 
corporation as a director, officer, employee, trustee or agent of another 
corporation, partnership, joint venture, trust or other enterprise; or (iii) 
any person who is or was serving on behalf of the corporation at the request 
of the Chairman of the Board or the President of the corporation as a 
director, officer, employee, trustee or agent of another corporation, 
partnership, joint venture, trust or other enterprise. 

          SECTION 2.  ACTION, ETC. BY OR IN THE RIGHT OF THE CORPORATION.  
The corporation shall indemnify any person who was or is a party or is 
threatened to be made a party to any threatened, pending or completed 
judicial action or suit brought by or in the right of the corporation to 
procure a judgment in its favor by reason of the fact that such person is or 
was an Agent (as defined above) against expenses (including attorneys' fees) 
and amounts paid in settlement actually and reasonably incurred by such 
person in connection with the defense, settlement or appeal of such action or 
suit if he or she acted in good faith and in a manner he or she reasonably 
believed to be in or not opposed to the best interests of the corporation, 
except that no indemnification shall be made in respect of any claim, issue 
or matter as to which such person shall have been adjudged to be liable to 
the corporation unless and only to the extent the Court of Chancery or the 
court in which such action or suit was brought shall determine upon 
application that, despite the adjudication of liability but in view of all 
the circumstances of the case, such person is fairly and reasonably entitled 
to indemnify for such expenses which the Court of Chancery or such other 
court shall deem proper.

          SECTION 3.  DETERMINATION OF RIGHT OF INDEMNIFICATION OR 
CONTRIBUTION. Unless otherwise ordered by a court, any indemnification under 
Section 1 or 2, and any contribution under Section 6, of this Article shall 
be made by the corporation to an Agent unless a determination is reasonably 
and promptly made, either (i) by the Board of Directors acting by a majority 
vote of a quorum consisting of Directors who were not party to such action, 
suit or proceeding, or (ii) if such a quorum is not obtainable, or if 
obtainable and such quorum so directs, by 

                                       12


independent legal counsel in a written opinion, or (iii) by the stockholders, 
that such Agent acted in bad faith and in a manner that such Agent did not 
believe to be in or not opposed to the best interests of the corporation or, 
with respect to any criminal proceeding, that such Agent believed or had 
reasonable cause to believe that his or her conduct was unlawful.

          SECTION 4.  ADVANCES OF EXPENSES.  Except as limited by Section 5 
of this Article, costs, charges and expenses (including attorneys' fees) 
incurred by an Agent in defense of any action, suit, proceeding or 
investigation of the nature referred to in Section 1 or 2 of this Article or 
any appeal therefrom shall be paid by the corporation in advance of the final 
disposition of such matter; provided, however, that if the General 
Corporation Law of Delaware then so requires, such payment shall be made only 
if the Agent shall undertake to reimburse the corporation for such payment in 
the event that it is ultimately determined, as provided herein, that such 
person is not entitled to indemnification.

          SECTION 5.  RIGHT OF AGENT TO INDEMNIFICATION OR ADVANCE UPON 
APPLICATION; PROCEDURE UPON APPLICATION.  Any indemnification under Section 1 
or 2, or advance under Section 4, of this Article shall be made promptly and 
in any event within 90 days, upon the written request of the Agent, unless 
with respect to an application under said Sections 1 or 2 an adverse 
determination is reasonably and promptly made pursuant to Section 3 of this 
Article or unless with respect to an application under said Section 4 an 
adverse determination is made pursuant to said Section 4.  The right to 
indemnification or advances as granted by this Article shall be enforceable 
by the Agent in any court of competent jurisdiction if the Board of Directors 
or independent legal counsel improperly denies the claim, in whole or in 
part, or if no disposition of such claim is made within 90 days.  It shall be 
a defense to any such action (other than an action brought to enforce a claim 
for expenses incurred in defending any action, suit or proceeding in advance 
of its final disposition where any required undertaking has been tendered to 
the corporation) that the Agent has not met the standards of conduct which 
would require the corporation to indemnify or advance the amount claimed, but 
the burden of proving such defense shall be on the corporation.  Neither the 
failure of the corporation (including the Board of Directors, independent 
legal counsel and the stockholders) to have made a determination prior to the 
commencement of such action that indemnification of the Agent is proper in 
the circumstances because he or she has met the applicable standard of 
conduct, nor an actual determination by the corporation (including the Board 
of Directors, independent legal counsel and the stockholders) that the Agent 
had not met such applicable standard of conduct, shall be a defense to the 

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action or create a presumption that the Agent had not met the applicable 
standard of conduct.  The Agent's costs and expenses incurred in connection 
with successfully establishing his or her right to indemnification, in whole 
or in part, in any such proceeding shall also be indemnified by the 
corporation.

          SECTION 6.  CONTRIBUTION.  In the event that the indemnification 
provided for in this Article is held by a court of competent jurisdiction to 
be unavailable to an Agent in whole or in part, then in respect of any 
threatened, pending or completed action, suit or proceeding in which the 
corporation is jointly liable with the Agent (or would be if joined in such 
action, suit or proceeding), to the extent permitted by the General 
Corporation Law of Delaware the corporation shall contribute to the amount of 
expenses (including attorneys' fees), judgments, fines and amounts paid in 
settlement actually and reasonably incurred and paid or payable by the Agent 
in such proportion as is appropriate to reflect (i) the relative benefits 
received by the corporation on the one hand and the Agent on the other from 
the transaction from which such action, suit or proceeding arose and (ii) the 
relative fault of the corporation on the one hand and of the Agent on the 
other in connection with the events which resulted in such expenses, 
judgments, fines or settlement amounts, as well as any other relevant 
equitable considerations.  The relative fault of the corporation on the one 
hand and of the Agent on the other shall be determined by reference to, among 
other things, the parties' relative intent, knowledge, access to information 
and opportunity to correct or prevent the circumstances resulting in such 
expenses, judgments, fines or settlement amounts.

          SECTION 7.  OTHER RIGHTS AND REMEDIES.  Indemnification under this 
Article shall be provided regardless of when the events alleged to underlie 
any action, suit or proceeding may have occurred, shall continue as to a 
person who has ceased to be an Agent and shall inure to the benefit of the 
heirs, executors and administrators of such a person.  All rights to 
indemnification and advancement of expenses under this Article shall be 
deemed to be provided by a contract between the corporation and the Agent who 
serves as such at any time while these By-Laws and other relevant provisions 
of the General Corporation Law of Delaware and other applicable law, if any, 
are in effect.  Any repeal or modification thereof shall not affect any 
rights or obligations then existing.

          SECTION 8.  INSURANCE.  Upon resolution passed by the Board of 
Directors, the corporation may purchase and maintain insurance on behalf of 
any person who is or was an Agent against any liability asserted against such 
person and incurred by him or her in any such capacity, or arising out of his 
or her status as such, regardless of whether the corporation would have the 
power 

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to indemnify such person against such liability under the provisions of this 
Article.  The corporation 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 sums as may become necessary to effect 
indemnification as provided herein.

          SECTION 9.  CONSTITUENT CORPORATIONS.  For the purposes of this 
Article, references to "the corporation" include all constituent corporations 
(including any constituent of a constituent) absorbed in a consolidation or 
merger as well as the resulting or surviving corporation, so that any person 
who is or was a director, officer or employee of such a constituent 
corporation or who, being or having been such a director, officer or 
employee, is or was serving at the request of such constituent corporation as 
a director, officer, employee or trustee of another corporation, partnership, 
joint venture, trust or other enterprise, shall stand in the same position 
under the provisions of this Article with respect to the resulting or 
surviving corporation as such person would if he or she had served the 
resulting or surviving corporation in the same capacity.

          SECTION 10.  OTHER ENTERPRISES, FINES, AND SERVING AT CORPORATION'S 
REQUEST.  For purposes of this Article, references to "other enterprise" in 
Sections 1 and 9 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 
corporation" shall include any service by an Agent as director, officer, 
employee, trustee or agent of the corporation which imposes duties on, or 
involves services by, such Agent with respect to any employee benefit plan, 
its participants, or beneficiaries.  A person who acted in good faith and in 
a manner he or she 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 interest of the corporation" 
for purposes of this Article.

          SECTION 11.  SAVINGS CLAUSE.  If this Article or any portion hereof 
shall be invalidated on any ground by any court of competent jurisdiction, 
then the corporation shall nevertheless indemnify each Agent as to expenses 
(including attorneys' fees, judgments, fines and amounts paid in settlement 
with respect to any action, suit, appeal, proceeding or investigation, 
whether civil, criminal or administrative, and whether internal or external, 
including a grand jury proceeding and an action or suit brought by or in the 
right of the corporation, to the full extent permitted by the applicable 
portion of this Article that shall not have been invalidated, or by any other 
applicable law.

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          SECTION 12.  ACTIONS INITIATED BY AGENT.  Anything to the contrary 
in this Article notwithstanding, the corporation shall indemnify any Agent in 
connection with an action, suit or proceeding initiated by such Agent (other 
than actions, suits, or proceedings commenced pursuant to Section 5 of this 
Article) only if such action, suit or proceeding was authorized by the Board 
of Directors.

          SECTION 13.  STATUTORY AND OTHER INDEMNIFICATION.  Notwithstanding 
any other provision of this Article, the corporation shall indemnify any 
Agent and advance expenses incurred by such Agent in any action, suit or 
proceeding of the nature referred to in Section 1 or 2 of this Article to the 
fullest extent permitted by the General Corporation Law of Delaware, as the 
same may be amended from time to time, except that no amount shall be paid 
pursuant to this Article: (i) in the event of an adverse determination 
pursuant to Section 3 of this Article; (ii) in respect of remuneration to the 
extent that it shall be determined to have been paid in violation of law; 
(iii) in respect of amounts owing under Section 16(b) of the Securities 
Exchange Act of 1934; or (iv) in contravention of any federal law or 
applicable regulation of any federal bank regulatory agency.  The rights to 
indemnification and advancement of expenses provided by any provision of this 
Article, including without limitation those rights conferred by the preceding 
sentence, shall not be deemed exclusive of, and shall not affect, any other 
rights to which an Agent seeking indemnification or advancement of expenses 
may be entitled under any provision of any law, certificate of incorporation, 
by-law, agreement or by any vote of stockholders or disinterested directors 
or otherwise, both as to action in his or her official capacity and as to 
action in another capacity while serving as an Agent.  The corporation may 
also provide indemnification and advancement of expenses to other persons or 
entities to the extent deemed appropriate.

                                  ARTICLE V

                                MISCELLANEOUS

          SECTION 1.  FISCAL YEAR.  The fiscal year of the corporation shall 
be the calendar year.

          SECTION 2.  STOCK CERTIFICATES.  Each stockholder shall be entitled 
to a certificate representing the number of shares of the stock of the 
corporation owned by such stockholder and the class or series of such shares. 
Each certificate shall be signed in the name of the corporation by (i) the 
Chairman of the Board, the Vice Chairman of the Board, the President, an 
Executive Vice President, a Senior Vice President, or a Vice President, and (ii)

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the Treasurer, an Assistant Treasurer, the Secretary, or an Assistant 
Secretary.  Any of the signatures on the certificate may be facsimile.  Prior 
to due presentment for registration of transfer in the stock transfer book of 
the corporation, the registered owner for any share of stock of the 
corporation shall be treated as the person exclusively entitled to vote, to 
receive notice, and to exercise all other rights and receive all other 
entitlements of a stockholder with respect to such share, except as may be 
provided otherwise by law.

          SECTION 3.  EXECUTION OF WRITTEN INSTRUMENTS.  All written 
instruments shall be binding upon the corporation if signed on its behalf by 
(i) any two of the following officers:  the Chairman of the Board, the 
President, the Vice Chairman of the Board, the Vice Chairmen or the Executive 
Vice Presidents; or (ii) any one of the foregoing officers signing jointly 
with any Senior Vice President.  Whenever any other officer or person shall 
be authorized to execute any agreement, document or instrument by resolution 
of the Board of Directors, or by the Chief Executive Officer, or by any two 
of the officers identified in the immediately preceding sentence, such 
execution by such other officer or person shall be equally binding upon the 
corporation.

          SECTION 4.  SUBSIDIARY.  As used in these By-Laws the term 
"subsidiary" or "subsidiaries" means any corporation 25 percent or more of 
whose voting shares is directly or indirectly owned or controlled by the 
corporation, or any other affiliate of the corporation designated in writing 
as a subsidiary of the corporation by the Chief Executive Officer of the 
corporation.  All such written designations shall be filed with the Secretary 
of the corporation.

          SECTION 5.  AMENDMENTS.  These By-Laws may be altered, amended or 
repealed by a vote of the stockholders entitled to exercise a majority of the 
voting power of the corporation, by written consent of such stockholders or 
by the Board of Directors.

          SECTION 6.  ANNUAL REPORT.  The Board of Directors shall cause an 
annual report to be sent to the stockholders not later than 120 days after 
the close of the fiscal year and at least 15 days prior to the annual meeting 
of stockholders to be held during the ensuing fiscal year.

          SECTION 7.  CONSTRUCTION.  Unless the context clearly requires it, 
nothing in these By-Laws shall be construed as a limitation on any powers or 
rights of the corporation, its Directors or its officers provided by the 
General Corporation Law of Delaware.  Unless the context otherwise requires, 
the General

                                       17


Corporation Law of Delaware shall govern the construction of these By-Laws.

          SECTION 8.  LOANS TO OFFICERS.  The corporation may lend money to, 
or guarantee any obligation of, or otherwise assist any officer or other 
employee of the corporation or of its subsidiary, including any officer or 
employee who is a director of the corporation or its subsidiary, whenever, in 
the judgment of the Board of Directors or any committee thereof, such loan, 
guaranty or assistance may reasonably be expected to benefit the corporation. 
The loan, guaranty or other assistance may be with or without interest, and 
may be unsecured, or secured in such manner as the Board of Directors or such 
committee shall approve, including, without limitation, a pledge of shares of 
stock of the corporation.  This Section shall not be deemed to deny, limit or 
restrict the powers of guaranty or warranty of the corporation at common law 
or under any statute.

          SECTION 9.  NOTICES; WAIVERS.  Whenever, under any provision of the 
General Corporation Law of Delaware, the Certificate of Incorporation or 
these By-Laws, notice is required to be given to any director or stockholder, 
such provision shall not be construed to mean personal notice, but such 
notice may be given in writing, by mail, addressed to such Director or 
stockholder, at his address as it appears on the records of the corporation, 
with postage thereon prepaid, and such notice shall be deemed to be given at 
the time when the same shall be deposited in the United States mail.  Notice 
to directors may also be given by facsimile, telex or telegram.  A waiver in 
writing of any such required notice, signed by the person or persons entitled 
to said notice, whether before or after the time stated therein, shall be 
deemed equivalent thereto.



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