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                                   BYLAWS OF
                       NATIONAL BANCORP OF ALASKA, INC.

                       (herein called the "Corporation")


                              ARTICLE I.  OFFICES


     SECTION 1.  PRINCIPAL OFFICE.  The principal office of the Corporation
shall be at:

                     Northern Lights Boulevard and C Street
                     Anchorage, Alaska  99503

     SECTION 2.  OTHER OFFICES.  In addition to its principal office, the
Corporation may have offices at such other places as the Board of Directors may
from time to time appoint, or as the business of the Corporation may require.


                           ARTICLE II.  STOCKHOLDERS


     SECTION 1.  ANNUAL MEETINGS.  The annual meeting of the Stockholders of
the Corporation, for the purpose of electing Directors for the ensuing year and
for the transaction of such other business as may properly come before the
meeting, shall be held on a date and at a time designated by Resolution of the
Board of Directors.

     SECTION 2.  SPECIAL MEETINGS.  A special meeting of the Stockholders may
be called at any time by the Chairman of the Board or by the Board of Directors
or by the holders of not less than one third of all the shares entitled to vote
at such meeting.

     SECTION 3.  PLACE OF MEETINGS.  Each annual meeting of the Stockholders
shall be held at the principal office of the Corporation or at such other
place, within or without the State of Delaware, as the Board of Directors may
designate in calling such meeting.

     SECTION 4.  NOTICE OF MEETINGS.  Written notice of each annual and each
special meeting of the Stockholders shall be given by or at the direction of
the Officer or other persons calling the meeting.  Such notice shall state the
purpose or purposes for which the meeting is called, the time when and the
place where it is to be held, and such other information as may be required by
law.  Except as otherwise required by law, a copy thereof shall be delivered
personally; mailed in a postage prepaid envelope; or transmitted by telegraph,

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cable, or wireless not less than ten (10) days, except if the purpose of the
meeting is to act on amendment of the Certificate of Incorporation or on a
reduction of stated capital or on a plan of merger or consolidation, in which
event such notice shall be mailed not less than fifteen (15) days nor more than
fifty (50) days before such meeting to each Stockholder of Record entitled to
vote at such meeting; and, if mailed, it shall be directed to such Stockholder
at his address as it appears on the stock transfer books of the Corporation,
unless he shall have filed with the Secretary of the Corporation a written
request that notices intended for him be mailed to the address designated in
such request.  Notwithstanding the foregoing, a waiver of any notice herein or
by law required, if in writing and signed by the person entitled to such
notice, whether before or after the time of the event for which notice was
required to be given, shall be the equivalent of the giving of such notice.  A
Stockholder who attends shall be deemed to have had timely and proper notice of
the meeting, unless he attends for the express purpose of objecting to the
transaction of any business because the meeting is not lawfully called or
convened.  Notice of any adjourned or recessed meeting need not be given.

     SECTION 5.  QUORUM.  Except as otherwise provided by law, at any meeting
of the Stockholders of the Corporation, the presence in person or by proxy of
the holders of a majority in number of the outstanding shares of stock entitled
to vote at such meeting shall constitute a quorum for the transaction of
business.  In the absence of a quorum, a majority in voting power of the
Stockholders present in person or represented by proxy and entitled to vote may
adjourn the meeting from time to time and from place to place until a quorum is
obtained.  At any such adjourned meeting at which a quorum is present, any
business may be transacted which might have been transacted at the meeting as
originally called.

     SECTION 6.  ORGANIZATION.  At every meeting of the Stockholders, the
Chairman of the Board or some person appointed by him or, in the absence of the
Chairman of the Board, a person chosen by a majority vote of the Stockholders
present in person or by proxy and entitled to vote shall act as Chairman of the
meeting.  The Secretary or an Assistant Secretary or, in the discretion of the
Chairman, any person designated by him shall act as Secretary of the meeting.

     SECTION 7.  INSPECTORS.  The Directors, in advance of any meeting, may,
but need not, appoint one or more Inspectors of Election to act at the meeting
or any adjournment thereof.  If an Inspector or Inspectors are not appointed,
the person presiding at the meeting may, but need not, appoint one or more
Inspectors.  In case any person who may be appointed as an Inspector fails to
appear or act, the vacancy may be filled by appointment made by the Directors
in advance of the meeting or at the meeting by the person presiding thereat.
Each Inspector, if any, before entering upon discharge of his duties, shall
take and sign an oath faithfully to execute the duties of Inspector at such

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meeting with strict impartiality and according to the best of his ability.  The
Inspector or Inspectors, if any, shall determine the number of shares of stock
outstanding and the voting power of each, the shares of stock represented at
the meeting, the existence of a quorum, and the validity and effect of proxies;
and shall receive votes, ballots, or consents; hear and determine all
challenges and questions arising in connection with the right to vote; count
and tabulate all votes, ballots, or consents; determine the result; and do such
acts as are proper to conduct the election or vote with fairness to all
Stockholders.  On request of the Chairman of the meeting, the Inspector or
Inspectors, if any, shall make a report in writing of any challenge, question,
or matter determined by him or them and execute a certificate of any fact found
by him or them.

     SECTION 8.  BUSINESS AND ORDER OF BUSINESS.  At each meeting of the
Stockholders, such business may be transacted as may properly be brought before
such meeting, whether or not such business is stated in the notice of meeting
or in a waiver of notice thereof, except as expressly provided otherwise by law
or by these Bylaws.  The order of business at all meetings of Stockholders
shall be as follows:

     1.   Call to order.

     2.   Selection of Secretary of the meeting.

     3.   Determination of quorum.

     4.   Appointment of Voting Inspectors.

     5.   Nomination and election of Directors.

     6.   Other business.

     SECTION 9.  VOTING.  Except as otherwise provided by law or by the
Certificate of Incorporation, holders of common stock of the Corporation shall
be entitled to vote upon matters to be voted upon by the Stockholders.  At each
meeting of Stockholders held for any purpose, each Stockholder of Record of
stock entitled to vote thereat shall be entitled to vote the shares of such
stock standing in his name on the books of the Corporation on the date
determined in accordance with Section 11 of this Article II, each such share
entitling him to one vote.

    Any Stockholder entitled to vote may vote either in person, by any
electronic or telephonic means that provides for Stockholder identification, or
by proxy duly appointed by an instrument in writing subscribed by such
Stockholder (or by his attorney thereunto duly authorized) and delivered to the
Secretary of the meeting; provided, however, that no proxy shall be voted or
acted upon after eleven (11) months from its date, unless said proxy provides
for a longer period.

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     If a quorum is present, the affirmative vote of the majority of the shares
represented at the meeting and entitled to vote on the subject matter shall be
the act of the Stockholders, unless the vote of a greater number is required by
law or the Certificate of Incorporation.

     The voting shall be by voice or by ballot as the Chairman may decide,
except that upon demand for a vote by ballot on any question or election, made
by any Stockholder or his proxy present and entitled to vote on such question
or election, such vote by ballot shall immediately be taken.

     SECTION 10.  VOTING LIST.  The Secretary of the Corporation shall make, at
least ten (10) days before each meeting of Stockholders, a complete list of the
Stockholders entitled to vote at any such meeting or any adjournment thereof,
with the address of and the number of shares held by each Stockholder.  Such
list shall also be produced and kept open at the time and place of the meeting,
and shall be subject to inspection by any Stockholder during the whole time of
the meeting.  The original stock transfer books shall be prima facie evidence
as to who are the Stockholders entitled to examine such list or transfer books,
or to vote at any meeting of Stockholders.

     SECTION 11.  RECORD DATE.  The Board of Directors may fix in advance a
date which shall not be more than fifty (50) nor less than ten (10) days prior
to the date of any meeting of Stockholders; or the date for payment of any
dividend; or the date when any change or conversion or exchange of capital
stock shall go into effect; or in connection with obtaining the consent of
Stockholders for any purpose, as a record date for the determination of the
Stockholders entitled to notice of, and to vote at, any such meeting and any
adjournment thereof; or entitled to receive payment or any such dividend; or to
any such allotment of rights; or to exercise the rights in respect of any such
change, conversion, or exchange of capital stock; or to give such consent; and
in such case, such Stockholders and only such Stockholders as shall be
Stockholders of Record on the date so fixed shall be entitled to such notice
of, and to vote at, such meeting and any adjournment thereof; or to receive
payment of such dividend; or to receive such allotment of rights; or to
exercise such rights; or give such consent, as the case may be, notwithstanding
any transfer of any stock on the books of the Corporation after such record
date fixed as aforesaid.

     If no record date is fixed for the determination of Stockholders entitled
to notice of or to vote at a meeting of Stockholders, or Stockholders entitled
to receive payment of a dividend, the date on which notice of the meeting is
mailed or the date on which the Resolution of the Board of Directors declaring
such dividend is adopted, as the case may be, shall be the record date for such
determination of Stockholders.  When a determination of Stockholders entitled
to vote at any meeting of Stockholders has been made as herein provided, such
determination shall apply to any adjournment thereof.
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     SECTION 12.  CERTIFICATION OF STOCK.  Every Stockholder of the Corporation
shall be entitled to a certificate or certificates, certifying the number and
class of shares of the stock of the Corporation owned by him.  The President or
any Vice President, and either the Treasurer or an Assistant Treasurer or the
Secretary or an Assistant Secretary, or any two Officers of the Corporation
designated by the Board of Directors, shall sign such certificates.  The
signatures of the Officers of the Corporation may be facsimiles.  In case any
Officer who has signed, or whose facsimile signature has been placed upon a
certificate, shall have ceased to be such Officer before such certificate is
issued, it may be issued by the Corporation with the same effect as if he were
such Officer at the date of issue.

     Whenever the Corporation shall be authorized to issue more than one class
of stock or more than one series of any class of stock, and whenever the
Corporation shall issue any shares of its stock as partly paid stock, the
certificates representing paid stock shall set forth thereon the statements
prescribed by the General Corporation Law.  Any restrictions on the transfer or
registration of transfer of any shares of stock of any class or series shall be
noted conspicuously on the certificate representing such shares.

     SECTION 13.  LOST CERTIFICATES.  The Trust Department of the Corporation
or its successor as Registrar and Transfer Agent may direct a new certificate
or certificates to be issued in place of any certificate or certificates
theretofore issued by the Corporation alleged to have been lost, stolen, or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost, stolen, or destroyed.  When authorizing
such issue of a new certificate or certificates, the Trust Department of the
Corporation or its successor as Registrar and Transfer Agent may, in its
discretion and as a condition precedent to the issuance thereof, require the
owner of such lost, stolen, or destroyed certificate or certificates, or his
legal representatives, to advertise the same in such manner as it shall require
and/or to give the Corporation a bond in such sum as it may direct as indemnity
against any claim that may be made against the Corporation with respect to the
certificate alleged to have been lost, stolen, or destroyed.

     SECTION 14.  TRANSFER OF STOCK.  Upon surrender to the Corporation or the
transfer agent of the Corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment, or authority to
transfer, it shall be the duty of the Corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate, and record the
transaction upon its books.


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                            ARTICLE III.  DIRECTORS


     SECTION 1.  GENERAL POWERS.  The business and affairs of the Corporation
shall be managed by the Board of Directors; and all corporate powers shall be
exercised by the Board of Directors, except as otherwise expressly required by
these Bylaws, by the Certificate of Incorporation, or by law.

     SECTION 2.  QUALIFICATION, NUMBER, AND TERM OF OFFICE.  A Director must be
a stockholder of the Corporation.  A Director need not be a citizen of the
United States or a resident of the State of Alaska.  The number of Directors
shall be fixed and determined from time to time by resolution of the Board.
Whenever the authorized number of Directors is increased between annual
meetings of the stockholders, a majority of the Directors then in office shall
have the power to elect such new Directors for the balance of a term and until
their successors are elected and qualified.  Any decrease in the authorized
number of Directors shall not become effective until the expiration of the term
of the Directors then in office unless, at the time of such decrease, there
shall be vacancies on the Board which are being eliminated by the decrease.

     A Board of Directors shall be elected annually in the manner provided in
these Bylaws; and each Director shall hold office until the annual meeting next
following his election, and until his successor shall have been elected and
qualified; or until his death, resignation, or removal.

     SECTION 3.  ELECTION OF DIRECTORS.  At such meeting of the Stockholders
for the election of Directors, a quorum being present, the election shall be as
provided in the Certificate of Incorporation.

     If the election of Directors shall not be held on the day designated for
any annual meeting or at any adjournment of such meeting, the Board of
Directors shall cause the election to be held at a special meeting of the
Stockholders as soon thereafter as may be convenient.

     Nominations for election to the Board of Directors may be made by the
Board of Directors or by any Stockholder of any outstanding class of capital
stock of the Corporation entitled to vote for election of Directors.
Nominations, other than those made by or on behalf of the existing
management of the Corporation, shall be made in writing and shall be
delivered or mailed to the President of the Corporation not less than
fourteen (14) days nor more than fifty (50) days prior to any meeting of
Stockholders called for the election of Directors; provided, however, that
if less than twenty-one (21) days' notice of the meeting is given to
Shareholders, such nomination shall be mailed or delivered to the President
of the Corporation not later than the close of business on the seventh (7th)
day following the day on which the notice of meeting was mailed.

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Such notification shall contain the following information to the extent known
to the notifying Shareholder:  (a) the name and address of each proposed
nominee; (b) the principal occupation of each proposed nominee; (c) the total
number of shares of capital stock of the Corporation that will be voted for
each proposed nominee; (d)  the name and residence address of the notifying
Shareholder; and (e) the number of shares of capital stock of the Corporation
owned by the notifying Shareholder.  Nominations not made in accordance
herewith may, in his discretion, be disregarded by the Chairman of the meeting;
and upon his instructions, the vote tellers may disregard all votes cast for
each such nominee.

     SECTION 4.  REMOVAL OF DIRECTORS.  Any Director may be removed at any
time, either with or without cause, by the affirmative vote of a majority in
voting power of the Stockholders of Record of the Corporation entitled to elect
a successor, given in person or by proxy at a special meeting of such
Stockholders called expressly for that purpose at which a quorum shall be
present.

     SECTION 5.  PLACE OF MEETING, ETC.  The Board of Directors may hold its
meetings at such place or places within or without the State of Delaware as the
Board of Directors may from time to time by Resolution determine, or (unless
contrary to Resolution of the Board of Directors) at such place as shall be
specified in the respective notices or waivers of notice thereof.  Unless
otherwise restricted by law or by the Certificate of Incorporation, members of
the Board of Directors or any committee thereof may participate in a meeting of
the Board or such committee by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other; and participation in a meeting pursuant to this
Section 5 shall constitute presence at such meeting.  The Chairman or any
person appointed by him shall act as Secretary of the meeting.

     SECTION 6.  ANNUAL MEETING.  The Board of Directors may meet, without
notice of such meeting, for the purpose of organization, the election of
Officers, and the transaction of other business on the same day as, at the
place at which, and as soon as practicable after each annual meeting of
Stockholders is held.  Such annual meeting of Directors may be held at any
other time or place specified in a notice given, as hereinafter provided, for
special meetings of the Board of Directors or in a waiver of notice thereof.

     SECTION 7.  REGULAR MEETINGS.  Regular meetings of the Board of Directors
may be held at such times and places as may be fixed from time to time by
action of the Board of Directors.  Unless required by Resolution of the Board
of Directors, notice of any such meeting need not be given.

     SECTION 8.  SPECIAL MEETINGS.  Special meetings of the Board of
Directors shall be held whenever called by the Chairman of the Board; or by any

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three (3) or more Directors; or at the direction of any of the foregoing, by
the Secretary.  Notice of each such meeting shall be mailed to each Director,
addressed to him at his residence or usual place of business, not less than
three (3) days before the date on which the meeting is to be held; or such
notice shall be sent to each Director at such place by telegraph, cable, or
wireless not less than twenty-four (24) hours before the time at which the
meeting is to be held.  Every such notice shall state the time and place of the
meeting.  Notice of any adjourned or recessed meeting of the Directors need not
be given.

     SECTION 9.  WAIVERS OF NOTICE OF MEETINGS.  Anything in these Bylaws or in
any Resolution adopted by the Board of Directors to the contrary
notwithstanding, proper notice of any meeting of the Board of Directors shall
be deemed to have been given to any Director if such notice shall be waived by
him in writing (including telegraph, cable, or wireless) before or after the
meeting.  A Director who attends a meeting shall be deemed to have had timely
and proper notice thereof, unless he attends for the express purpose of
objecting to the transaction of any business because the meeting is not
lawfully called.

     SECTION 10.  QUORUM AND MANNER OF ACTING.  A majority of the number of
Directors at the time fixed in accordance with these Bylaws shall constitute a
quorum for the transaction of business.  The act of a majority of the Directors
present at any meeting at which a quorum is present shall be the act of the
Board of Directors.  In the absence of a quorum, a majority of the Directors
present may adjourn the meeting from time to time until a quorum be had.  The
Directors shall act only as a Board, and the individual Directors shall have no
power as such.

     SECTION 11.  RESIGNATIONS.  Any Director of the Corporation may resign at
any time, in writing, by notifying the Chairman of the Board or the President
or the Secretary of the Corporation.  Such resignation shall take effect at the
time therein specified; and unless otherwise specified, the acceptance of such
resignation shall not be necessary to make it effective.

     SECTION 12.  VACANCIES.  Any vacancy in the Board of Directors caused by
death, resignation, removal, disqualification, or any other cause may be filled
for the unexpired term by the majority vote of the remaining Directors then in
office, though less than a quorum, at any regular meeting of the Board of
Directors.

     SECTION 13.  DIRECTORS' ACTION WITHOUT A MEETING.  Unless otherwise
provided by the Certificate of Incorporation, any action required to be taken
at a meeting of the Directors, or any action which may be taken at a meeting of
the Directors or of a committee, may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed before such action
by all the Directors or all the members of the committee, as the case may be.
Such consent shall have the same force and effect as a unanimous vote.
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                            ARTICLE IV.  COMMITTEES


     SECTION 1.  COMMITTEES.  The Board of Directors may, by Resolution adopted
by a vote of a majority of the number of Directors at the time fixed in
accordance with these Bylaws, designate a number of Directors deemed
appropriate in the aforesaid Resolution to be a committee of limited authority.

     Regular meetings of any such committee, of which no notice shall be
necessary, may be held at such times and in such places as shall be fixed by a
majority of the committee.  Special meetings of any such committee may be
called at the request of the Chairman of the committee or any two (2) members
of the committee.  Notice of each special meeting of such a committee shall be
given by the person or persons calling the same, as provided by these Bylaws
for special meetings of the full Board.

     A majority of any such committee shall constitute a quorum for the
transaction of business, and the act of a majority of those present at any
meeting at which a quorum is present shall be the act of the committee.
Members of any such committee shall act only as a committee, and the individual
members shall have no power as such.

     The Board of Directors shall have the power at any time to change the
members of, fill vacancies in, and discharge any such committee, either with or
without cause.  The appointment of any Director to any such committee, if not
sooner terminated, shall automatically terminate upon the expiration of his
term as a Director or upon the earlier cessation of his membership on the Board
of Directors.

     SECTION 2.  EXECUTIVE COMMITTEE.  There shall be a Committee known as the
Executive Committee consisting of not less than five (5) members but not more
than nine (9) members, each of whom shall be a Director of the Corporation, and
including ex-officio the Chairman of the Board and President, and shall be
appointed by the Board each year; and such members shall (unless they,
respectively, shall resign, be retired, become disqualified, or be removed)
serve throughout the year in which appointed and thereafter until their
successors are appointed.

     The Committee, subject to the approval of the Board of Directors, shall
have general supervision and direction of the finances and business of the
Corporation, except such duties as by these Bylaws or by Resolution of the
Board of Directors are specifically assigned to other committees.

     The Executive Committee shall have and may exercise, so far as may be
permitted by law, all the powers of the Board of Directors during intervals
between meetings thereof.  All acts done and powers and authority conferred by

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the Executive Committee from time to time shall be deemed to be, and may be
certified as being, done or conferred under authority of the Board of
Directors.

     The Committee shall hold regular meetings, and special meetings of the
Committee may be called upon one (1) day's notice by the Chairman of the Board
or the Chairman of the Executive Committee or the President of the Corporation
or any three (3) members of the Committee.

     Reports of the Executive Committee shall be submitted at each regular
meeting of the Board of Directors.  The Board of Directors shall approve or
disapprove the reports of the Executive Committee, and such action shall be
recorded in the minutes of the meeting of the Board.

     In the absence at any meeting of the Committee of any regular member
thereof, the Chairman of the Board or the Chairman of the Executive Committee
or the President of the Corporation may call in any other Director to sit and
vote at such meeting of the Executive Committee in place of the absent regular
member; but unless three (3) of the regular members of the Executive Committee
are present at a meeting, any action taken at such meeting shall be limited to
the current business of the Corporation; and no action shall be taken thereat
in regard to the salaries or general policies of the Corporation.  The
Executive Committee, subject to the above limitations, shall have power to fix
the salaries of all Officers and Employees of the Corporation; and to prescribe
the powers and duties, subject to the approval of the Board of Directors, of
all other Officers of the Corporation, except insofar as such powers and duties
may be prescribed by the Bylaws of the Corporation.


                             ARTICLE V.  OFFICERS


     SECTION 1.  OFFICERS.  The Officers of the Corporation shall be a Chairman
of the Board, a Chairman of the Executive Committee, a President, a Treasurer,
and a Secretary; and, where elected, one (1) or more Vice Presidents and the
holders of such other offices as may be established in accordance with the
provisions of Section 3 of this Article.  Any two (2) or more offices may be
held by the same person, provided only that the same person shall not hold the
offices of President and Secretary.

     SECTION 2.  ELECTION, TERM OF OFFICE, AND QUALIFICATIONS.  The Officers
shall be elected annually by the Board of Directors as soon as practicable
after the annual election of Directors in each year.  Each Officer shall hold
office until his successor shall have been duly chosen and shall qualify; or
until his death, resignation, or removal in the manner hereinafter provided.

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     SECTION 3.  ADDITIONAL OFFICERS.  The Board of Directors may from time to
time establish offices in addition to those designated in Section 1 of this
Article with such duties as are provided in these Bylaws, or as they may from
time to time determine.

     SECTION 4.  REMOVAL.  Any Officer may be removed, either with or without
cause, by Resolution declaring such removal to be in the best interests of the
Corporation and adopted at any regular or special meeting of the Board of
Directors by a majority of the Directors then in office.  Any such removal
shall be without prejudice to the recovery of damages for breach of contract
rights, if any, of the person removed.  Election or appointment of an Officer
or Agent shall not of itself, however, create contract rights.

     SECTION 5.  RESIGNATIONS.  Any Officer may resign at any time by giving
written notice to the Board of Directors or the Chairman of the Board or the
President or the Secretary of the Corporation.  Any such resignation shall take
effect at the date of receipt of such notice or at any later time therein
specified; and unless otherwise specified, the acceptance of such resignation
shall not be necessary to make it effective.  However, no resignation
hereunder, or the acceptance thereof by the Board of Directors, shall prejudice
the contract or other rights, if any, of the Corporation with respect to the
person resigning.

     SECTION 6.  VACANCIES.  A vacancy in any office because of death,
resignation, removal, disqualification, or any other cause shall be filled for
the unexpired portion of the term by the Board of Directors.

     SECTION 7.  COMPENSATION.  Salaries or other compensation of the Officers
may be fixed from time to time by the Board of Directors or in such manner as
it shall determine.  No Officer shall be prevented from receiving his salary by
reason of the fact that he is also a Director of the Corporation.

     SECTION 8.  CHAIRMAN OF THE BOARD.  The Chairman of the Board of Directors
shall hold his office for the current year for which the Board of Directors, of
which he shall be a member, was elected, and until his successor is elected,
unless he shall resign, become disqualified, or be removed by the Board.  He
shall preside over the meetings of the Board of Directors and shall supervise
the carrying out of the policies adopted or approved by the Board.  He shall
also be the Chief Executive Officer of the Corporation, and shall exercise
general supervision over the business and affairs and personnel of the
Corporation.  He shall exercise such other powers and duties as shall from time
to time be prescribed by the Board of Directors.  He shall preside at all
meetings of Stockholders and may appoint Inspectors to oversee the voting of
Stockholders.

     SECTION 9.  CHAIRMAN OF THE EXECUTIVE COMMITTEE.  The Chairman of the
Executive Committee shall hold his office for the current year for

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which the Board of Directors, of which he shall be a member, was elected, and
until his successor is elected, unless he shall resign, become disqualified, or
be removed by the Board.  He shall preside at all meetings of the Executive
Committee and shall have general executive powers, as well as the specific
powers conferred by these Bylaws. He shall, subject to the authority granted to
the Chairman of the Board, have general supervision over the business and
affairs of the Corporation; and in the absence of the Chairman of the Board,
the powers of the Chairman of the Board shall be vested in the Chairman of the
Executive Committee.  He shall exercise such other powers and duties as shall
from time to time be prescribed by the Board of Directors.

     SECTION 10.  PRESIDENT.  The President shall hold his office for the
current year for which the Board of Directors, of which he shall be a member,
was elected, and until his successor is elected, unless he shall resign, become
disqualified, or be removed by the Board.  He shall, subject to the authority
granted to the Chairman of the Board and the Chairman of the Executive
Committee, have general supervision over the business and affairs of the
Corporation, and have such powers as are usually incident to the office of
President.  He shall exercise such other powers and duties as shall from time
to time be prescribed by the Board of Directors.

     SECTION 11.  THE VICE PRESIDENTS.  The Vice Presidents shall perform such
duties as from time to time may be assigned to them by the Board of Directors
or by any duly authorized committee of Directors or by the Chairman of the
Board, and shall have such other powers and authorities as are conferred upon
them elsewhere in these Bylaws.

     SECTION 12.  TREASURER.  Except as may otherwise be specifically provided
by the Board of Directors or any duly authorized committee thereof, the
Treasurer shall have the custody of and be responsible for all funds and
securities of the Corporation; receive and receipt for money paid to the
Corporation from any source whatsoever; deposit all such monies in the name of
the Corporation in such banks, trust companies, or other depositaries as shall
be selected in accordance with the provisions of these Bylaws; against proper
vouchers, cause such funds to be disbursed by check or draft on the authorized
depositaries of the Corporation, signed in such manner as shall be determined
in accordance with the provisions of these Bylaws; regularly enter or cause to
be entered in books to be kept by him or under his direction, full and adequate
accounts of all money received and paid by him for account of the Corporation;
in general, perform all the duties incident to the office of Treasurer and such
other duties as from time to time may be assigned to him by the Board of
Directors or by any duly authorized committee of Directors or by the Chairman
of the Board; and have such powers and authorities as are conferred upon him
elsewhere in these Bylaws.

<PAGE> 13

     SECTION 13.  SECRETARY.  The Secretary shall act as Secretary of all
meetings of the Stockholders and of the Board of Directors of the Corporation;
shall keep the minutes thereof in the proper books to be provided for that
purpose; shall see that all notices required to be given by the Corporation are
duly given and served; shall be the custodian of the seal of the Corporation,
and shall affix the seal or cause it to be affixed to all documents, the
execution of which on behalf of the Corporation under its corporate seal is
duly authorized in accordance with the provisions of these Bylaws; shall have
charge of the books, records, and papers of the Corporation relating to its
organization and management as a corporation; and shall see that any reports or
statements relating thereto, required by law or otherwise, are properly kept
and filed; shall, in general, perform all the duties incident to the office of
Secretary and such other duties as from time to time may be assigned to him by
the Board of Directors or by any duly authorized committee of Directors or by
the Chairman of the Board; and shall have such other powers and authorities as
are conferred upon him elsewhere in these Bylaws.

     SECTION 14.  ASSISTANT TREASURERS AND ASSISTANT SECRETARIES.  The
Assistant Treasurers and Assistant Secretaries shall perform such duties as
shall be assigned to them by the Treasurer and by the Secretary, respectively,
or by the Board of Directors or by any duly authorized committee of Directors
or by the Chairman of the Board; and shall have such other powers and
authorities as are conferred upon them elsewhere in these Bylaws.

     SECTION 15.  CERTAIN OFFICERS TO GIVE BONDS.  Every Officer, Agent, or
Employee of the Corporation who may receive, handle, or disburse money for its
account; or who may have any of the Corporation's property in his custody, or
be responsible for its safety or preservation, may be required in the
discretion of the Board of Directors to give bond in such sum and with such
sureties and in such form as shall be satisfactory to the Board of Directors
for the faithful performance of the duties of his office and for the
restoration to the Corporation, in the event of his death, resignation, or
removal from office, of all books, papers, vouchers, monies, and other property
of whatsoever kind in his custody belonging to the Corporation.


        ARTICLE VI.  INDEMNIFICATION OF DIRECTORS, OFFICERS, AND OTHERS


     SECTION 1.  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, whether civil, criminal,
administrative, or investigative (other than an action by or in the right of
the Corporation), by reason of the fact that he is or was a Director, Officer,
Employee, or Agent of the Corporation; or is or was serving at the request of
the Corporation as a Director,

<PAGE> 14

Officer, Employee, or Agent of another corporation, partnership, joint venture,
trust, or other enterprise, against expenses (including attorneys' fees),
judgments, fines, and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit, or proceeding if he acted
in good faith and in a manner he 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 his conduct was
unlawful.  The termination of any action, suit, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a presumption that
the person did not act in good faith and in a manner which he reasonably
believed to be in, or not opposed to, the best interests of the Corporation; or
with respect to any criminal action or proceeding, the person had reasonable
cause to believe that his conduct was unlawful.

     SECTION 2.  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 by or in the right of the Corporation to
procure a judgment in its favor by reason of the fact that he is or was a
Director, Officer, Employee, or Agent of the Corporation; or is or was serving
at the request of the Corporation as a Director, Officer, Employee, or Agent of
another corporation, partnership, joint venture, trust, or other enterprise,
against expenses (including attorneys' fees) actually and reasonably incurred
by him in connection with the defense or settlement of such action or suit if
he acted in good faith and in a manner he reasonably believed to be in, or not
opposed to, the best interests of the Corporation; and 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 for willful
misfeasance, bad faith, gross negligence, or reckless disregard in the
performance of his duty to the Corporation, unless and only to the extent that
the Court of Chancery of the State of Delaware 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 indemnity for such expenses
which the court shall deem proper.

     SECTION 3.  To the extent that a Director, Officer, Employee, or Agent of
the Corporation has been successful on the merits or otherwise in defense of
any action, suit, or proceeding referred to in Sections 1 and 2 of this
Article; or in defense of any claim, issue, or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.

     SECTION 4.  Any indemnification under Sections 1 and 2 of this Article
(unless ordered by a court) shall be made by the Corporation only as authorized
in the specific case upon a determination that indemnification of the Director,
Officer, Employee, or Agent is proper in the circumstances because he has met
the applicable standard of conduct set forth in Sections 1 and 2 of this

<PAGE> 15

Article.  Such determination shall be made (1) by the Board of Directors by a
majority vote of a quorum consisting of Directors who were not parties to such
action, suit, or proceeding; or (2) if such a quorum is not obtainable, or even
if obtainable, a quorum of disinterested Directors so directs, by independent
legal counsel in a written opinion; or (3) by the Stockholders.

     SECTION 5.  Expenses incurred in defending a civil or criminal action,
suit, or proceeding may be paid by the Corporation in advance of the final
disposition of such action, suit, or proceeding as authorized by the Board of
Directors in the specific case, upon receipt of an undertaking by or on behalf
of the Director, Officer, Employee, or Agent to repay such amount, unless it
shall ultimately be determined that he is entitled to be indemnified by the
Corporation as authorized in this Article.

     SECTION 6.  The indemnification provided by this Article shall not be
deemed exclusive of any other rights to which those seeking indemnification may
be entitled under any Statutes, Bylaws, Agreement, vote of Stockholders or
disinterested Directors, or otherwise, both as to action in his official
capacity and as to action in other capacity while holding such office.  The
indemnification provided by this Article shall continue as to a person who has
ceased to be a Director, Officer, Employee, or Agent and shall inure to the
benefit of the heirs, executors, and administrators of such a person.

     SECTION 7.  The Corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a Director, Officer, Employee,
or Agent of the Corporation; or is or was serving at the request of the
Corporation as a Director, Officer, Employee, or Agent of another corporation,
partnership, joint venture, trust, or other enterprise, against any liability
asserted against him and incurred by him in any such capacity, or arising out
of his status as such, whether or not the Corporation would have the power to
indemnify him against such liability under the provisions of the General
Corporation Law of the State of Delaware or of these Bylaws.


                          ARTICLE VII.  MISCELLANEOUS
                                       

     SECTION 1.  SEAL.  The corporate seal of the Corporation shall contain the
name of the Corporation, the year of its creation, and shall be in such form as
may be approved by the Board of Directors.

     SECTION 2.  FISCAL YEAR.  The fiscal year of the Corporation shall begin
on January 1 and end on December 31.

     SECTION 3.  VOTING OF STOCK OR OTHER SECURITIES HELD.
Unless otherwise provided by Resolution of the Board of Directors, the Chairman

<PAGE> 16

of the Board and the President, in the name and on behalf of this Corporation,
shall each be empowered to cast the votes which this Corporation may be
entitled to cast as a Stockholder or otherwise in any other corporation, any of
whose stock or securities may be held by this Corporation, at meetings of the
holders of the stock or other securities of such corporation; to consent in
writing to any action by any such other corporation; and to execute on behalf
of this Corporation and under its corporate seal, or otherwise, such written
proxies, consents, waivers, or other instruments that he may deem necessary or
proper in the premises.

     SECTION 4.  CHECKS, NOTES, DRAFTS, ETC.  Checks, notes, drafts,
acceptances, bills of exchange, and other orders or obligations for the payment
of money shall be signed by such Officer or Officers, or person or persons, as
the Board by Resolution shall from time to time designate.


                           ARTICLE VIII.  AMENDMENTS


     SECTION 1.  BY THE DIRECTORS.  The Board of Directors by a majority vote
thereof shall have the power to make, alter, amend, or repeal the Bylaws of the
Corporation at any regular or special meeting of the Board.  This power shall
not be exercised by the Executive Committee or any other committee.

     SECTION 2.  BY THE STOCKHOLDERS.  All Bylaws shall be subject to
amendment, alteration, or repeal by the Stockholders entitled to vote at any
annual or special meeting. The Stockholders, at any annual or special meeting,
may provide that certain Bylaws by them adopted, approved, or designated may
not be amended, altered, or repealed except by a certain specified percentage
in interest of the Stockholders, or by a certain specified percentage in
interest of a particular class of Stockholders.