EXHIBIT 3.2

                                    BYLAWS OF
                             UnionBanCal Corporation
                           (A California Corporation)
                        (Restated as of December 4, 2002)

                                    ARTICLE I

                                     OFFICES

         SECTION 1.1. PRINCIPAL EXECUTIVE OFFICE. The principal executive office
of the Corporation (the "Head Office") is hereby fixed and located in the City
and County of San Francisco, California as the Board of Directors shall
establish by resolution.

         SECTION 1.2. OTHER OFFICES. The Corporation may also have offices at
any other places, within or without the State of California, where the
Corporation is qualified to do business, as the Board of Directors may from time
to time designate or the business of the Corporation may require.

                                   ARTICLE II

                            MEETINGS OF SHAREHOLDERS

         SECTION 2.1. PLACE OF MEETINGS.  All meetings of shareholders shall be
held at the Head Office or at any other place that may be designated by the
Board of Directors.

         SECTION 2.2. ANNUAL MEETINGS. The annual meeting of the shareholders
shall be held each year on the date and at the time specified by the Board of
Directors. At each annual meeting the shareholders shall elect directors and
transact such other business as may properly be brought before the meeting.

         SECTION 2.3. SPECIAL MEETINGS. Special meetings of the shareholders,
for the purpose of taking any action permitted by the shareholders under the
California Corporations Code and the Articles of Incorporation of this
Corporation, may be called at any time by the Board of Directors, the Chairman
of the Board of Directors, the President, or by the holders of shares entitled
to cast not less than ten percent (10%) of the votes at the meeting.

         If a special meeting is called by any person or persons other than the
Board of Directors, the request shall be in writing, specifying the time of such
meeting and the general nature of the business proposed to be transacted, and
shall be delivered personally or sent by registered mail or by telegraphic or
other facsimile transmission to the Chairman of the Board or the President, and
the Secretary of the Corporation. The officer receiving the request shall cause
notice to be promptly given to the shareholders entitled to vote, in accordance
with the provisions of Section 2.4 of this Article II, that a meeting will be
held at the time requested by the person or persons calling the meeting, not
less than thirty-five (35) nor more than sixty (60) days after the receipt of

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the request. If the notice is not given within twenty (20) days after the
receipt of the request, the person or persons requesting the meeting may give
the notice. Nothing contained in this paragraph of this Section 2.3 shall be
construed as limiting, fixing or affecting the time when a meeting of
shareholders called by action of the Board of Directors may be held.

         SECTION 2.4. NOTICE OF SHAREHOLDERS' MEETING. All notices of meetings
of shareholders shall be sent or otherwise given not less than ten (10) or, if
sent by third-class mail, thirty (30), nor more than sixty (60) days before the
date of the meeting to each shareholder entitled to vote thereat. The notice
shall state the place, date and hour of the meeting and (1) in the case of a
special meeting, the general nature of the business to be transacted, and no
other business may be transacted at such meeting, or (2) in the case of the
annual meeting, those matters which the Board of Directors, at the time of the
mailing of the notice, intends to present for action by the shareholders, but
subject to the provision of Section 601(f) of the California Corporations Code,
any proper matter may be presented at the meeting for such action. The notice of
any meeting at which directors are to be elected shall include the names of
nominees intended at the time of the notice to be presented by management for
election.

         Notice of a shareholders' meeting shall be given either personally or
by first-class mail or, if the Corporation has outstanding shares held of record
by 100 or more persons (determined as provided in Section 605 of the California
Corporations Code) on the record date for the shareholders' meeting, notice may
be sent third-class mail, or by other means of written communication, addressed
to the shareholder at the address of such shareholder appearing on the books of
the Corporation or given by the shareholder to the Corporation for the purpose
of notice; or if no such address appears or is given, at the place where the
Head Office of the Corporation is located or by publication at least once in a
newspaper of general circulation in the county where the Head Office is located.
The notice shall be deemed to have been given at the time when delivered
personally or deposited in the mail or sent by other means of written
communication or published in a newspaper of general circulation.

         If any notice or report addressed to the shareholder at the address of
such shareholder appearing on the books of the Corporation is returned to the
Corporation by the United States Postal Service marked to indicate that the
United States Postal Service is unable to deliver the notice or report to the
shareholder at such address, all future notices or reports shall be deemed to
have been duly given without further mailing if the same shall be available for
the shareholder at the Head Office of the Corporation for a period of one year
from the date of the giving of the notice or report to all other shareholders.

         An affidavit of the mailing or other means of giving any notice of any
shareholders' meeting in accordance with the provisions of this Bylaw may be
executed by the Secretary,

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Assistant Secretary, or any transfer agent of the Corporation giving the notice,
and shall be prima facie evidence of the giving of such notice.

         SECTION 2.5  ADVANCE NOTICE OF SHAREHOLDER PROPOSALS. A motion related
to business proposed to be brought before any shareholders' meeting may be made
by any shareholder entitled to vote if the business proposed is otherwise proper
to be brought before the meeting. However, any such shareholder may propose
business to be brought before a meeting only if such shareholder has given
timely notice to the Secretary of the Corporation in proper written form of the
shareholder's intent to propose such business. To be timely, the shareholder's
notice must be delivered to or mailed and received by the Secretary of the
Corporation not less than one hundred twenty (120) calendar days in advance of
the date the Corporation's proxy statement was released to the shareholders in
connection with the previous year's annual meeting of shareholders; provided,
however, that in the event that no annual meeting was held in the previous year
or the date of the annual meeting has been changed by more than thirty (30) days
from the date contemplated at the time of the previous year's proxy statement,
notice by the shareholder must be received by the Secretary of the Corporation a
reasonable time before the Corporation mails its proxy statement.

         SECTION 2.6. QUORUM. Unless otherwise provided in the Articles of
Incorporation, a majority of the shares entitled to vote, represented in person
or by proxy, shall constitute a quorum at a meeting of shareholders. Except as
provided in this Bylaw, the affirmative vote of a majority of the shares
represented and voting at a duly held meeting at which a quorum is present
(which shares voting affirmatively also constitute at least a majority of the
required quorum) shall be the act of the shareholders, unless the vote of a
greater number or voting by classes is required by applicable law or the
Articles of Incorporation. Shareholders present at a valid meeting at which a
quorum is initially present may continue to transact business until adjournment
notwithstanding the withdrawal of enough shareholders to leave less than a
quorum, if any action taken (other than adjournment) is approved by at least a
majority of the shares required to constitute a quorum.

         SECTION 2.7. ADJOURNED MEETINGS. Any annual or special shareholders'
meeting may be adjourned from time to time, even though a quorum is not present,
by the vote of the holders of a majority of the voting shares present at the
meeting either in person or by proxy, provided that in the absence of a quorum,
no other business may be transacted at the meeting except as provided in Section
2.6 of these Bylaws.

         Notice need not be given of the adjourned meeting if the time and place
thereof are announced at the meeting at which the adjournment is taken. At the
adjourned meeting, any business may be transacted which might have been
transacted at the original meeting. If the

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adjournment is for more than forty-five (45) days or if after the adjournment a
new record date is fixed for the adjourned meeting, a notice of the adjourned
meeting shall be given to each shareholder of record entitled to vote at the
meeting.

         SECTION 2.8. WAIVER OR CONSENT BY SHAREHOLDERS. The transactions of any
meeting of shareholders, however called and noticed, and wherever held, are as
valid as though had at a meeting duly held after regular call and notice, if a
quorum is present either in person or by proxy, and if, either before or after
the meeting, each of the persons entitled to vote, not present in person or by
proxy, signs a written waiver of notice or a consent to the holding of the
meeting or an approval of the minutes thereof. All such waivers, consents and
approvals shall be filed with the corporate records or made a part of the
minutes of the meeting. Attendance of a person at a meeting shall constitute a
waiver of notice of and presence at such meeting, except when the person
objects, at the beginning of the meeting, to the transaction of any business
because the meeting is not lawfully called or convened and except that
attendance at a meeting is not a waiver of any right to object to the
consideration of matters required by Section 2.4 of these Bylaws or Section
601(f) of the California Corporations Code to be included in the notice but not
so included, if such objection is expressly made at the meeting. Neither the
business to be transacted at nor the purpose of any regular or special meeting
of shareholders need be specified in any written waiver of notice, consent to
the holding of the meeting or approval of the minutes thereof, except as
provided in Section 601(f) of the California Corporations Code.

         SECTION 2.9. ACTION WITHOUT MEETING. Unless otherwise specified in the
Articles of Incorporation, an action which may be taken at any annual or special
meeting of shareholders may be taken without a meeting and without prior notice,
if a consent in writing, setting forth the action so taken, shall be signed by
the holders of outstanding shares having not less than the minimum number of
votes that would be necessary to authorize or take such action at a meeting at
which all shares entitled to vote thereon were present and voted, except that
unanimous written consent of all shares entitled to vote for the election of
directors shall be required for election of directors to fill vacancies created
by removal.

         Unless the consents of all shareholders entitled to vote have been
solicited or received in writing, notice shall be given to non-consenting
shareholders to the extent required by Section 603(b) of the California
Corporations Code.

         Any shareholder giving a written consent, or the shareholder's
proxyholders, or a transferee of the shares or a personal representative of the
shareholder or their respective proxyholders, may revoke the consent by a
writing received by the Corporation prior to the time that written consents of
the number of shares required to authorize the proposed action have

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been filed with the Secretary of the Corporation, but may not do so thereafter.
Such revocation is effective upon its receipt by the Secretary of the
Corporation.

         SECTION 2.10. VOTING RIGHTS. Only persons in whose names shares
entitled to vote stand on the stock records of the Corporation at the close of
business on the record date fixed by the Board of Directors as provided in
Section 5.1of these Bylaws for the determination of shareholders of record shall
be entitled to notice of and to vote at such meeting of shareholders. If no
record date is fixed: (1) the record date for determining shareholders entitled
to notice of or to vote at a meeting of shareholders shall be at the close of
business on the business day next preceding the day on which notice is given or,
if notice is waived, at the close of business on the business day next preceding
the day on which the meeting is held; (2) the record date for determining
shareholders entitled to give consent to corporate action in writing without a
meeting, when no prior action by the Board has been taken, shall be the day on
which the first written consent is given; (3) the record date for determining
shareholders for any other purpose shall be at the close of business on the day
on which the Board adopts the resolution relating thereto, or the 60th day prior
to the date of such other action, whichever is later.

         Except as may be otherwise provided in the Articles of Incorporation,
each outstanding share shall be entitled to one vote on each matter submitted to
a vote of shareholders.

         In any election of directors, the candidates receiving the highest
number of affirmative votes of the shares entitled to be voted for them, up to
the number of directors to be elected by such shares, are elected.

         Voting may be by voice or ballot, provided that any election of
directors must be by ballot upon the demand of any shareholder made at the
meeting and before the voting begins.

         SECTION 2.11. PROXIES. Every person entitled to vote shares may
authorize another person or persons to act by proxy with respect to such shares.
A proxy may be a written authorization signed by a shareholder or the
shareholder's attorney-in-fact or an electronic transmission authorized by a
shareholder or the shareholder's attorney-in-fact. A proxy may be transmitted by
an oral telephonic transmission if it is submitted with information from which
it may be determined that the proxy was authorized by the shareholder or his or
her attorney-in-fact. No proxy shall be valid after the expiration of eleven
(11) months from the date thereof unless otherwise provided in the proxy. Every
proxy continues in full force and effect until revoked by the person executing
it prior to the vote pursuant thereto, except as otherwise provided in Section
705 of the California Corporations Code. Such revocation may be effected by a
writing delivered to the Corporation stating that the proxy is revoked or by a
subsequent proxy executed by the person executing the prior proxy and presented
to the meeting, or as to any meeting by attendance at such meeting and voting in
person by the person executing the

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proxy. The dates contained on the forms of proxy presumptively determine the
order of execution, regardless of the postmark dates on the envelopes in which
they are mailed.

         SECTION 2.12. VOTING BY JOINT HOLDERS OR PROXIES. Shares or proxies
standing in the names of two or more persons shall be voted or represented in
accordance with the vote or consent of the majority of such persons. If only one
of such persons is present in person or by proxy, that person shall have the
right to vote all such shares, and all of the shares standing in the names of
such persons shall be deemed to be represented for the purpose of determining a
quorum. If more than one vote, but the vote is evenly split on any particular
matter, each faction may vote the shares in question proportionately. This
section shall apply to the voting of shares by two or more administrators,
executors, trustees or other fiduciaries, or joint proxyholders, unless the
instrument or order of court appointing them shall otherwise direct.

         SECTION 2.13. INSPECTORS OF ELECTION. In advance of any meeting of
shareholders, the Board may appoint inspectors of election to act at the meeting
and any adjournment thereof. If inspectors of election are not so appointed, or
if any persons so appointed fail to appear or refuse to act, the chairman of any
meeting of shareholders may, and on the request of any shareholder or a
shareholder's proxy, shall appoint inspectors of election (or persons to replace
those who so fail or refuse) at the meeting. The number of inspectors shall be
either one or three. If appointed at a meeting on the request of one or more
shareholders or proxies, the majority of shares represented in person or by
proxy shall determine whether one or three inspectors are to be appointed. If
there are three inspectors of election, the decision, act or certificate of
majority is effective in all respects as the decision, act or certificate of
all.

         The inspectors of election shall determine the number of shares
outstanding and the voting power of each, the shares represented at the meeting,
the existence of a quorum and the authenticity, validity and effect of proxies,
receive votes, ballots or consents, hear and determine all challenges and
questions in any way arising in connection with the right to vote, count and
tabulate all votes or consents, determine when the polls shall close, determine
the result and do such acts as may be proper to conduct the election or vote
with fairness to all shareholders.

                                   ARTICLE III

                              DIRECTORS; MANAGEMENT

         SECTION 3.1. POWERS. Subject to any provisions of the Articles of
Incorporation, of the Bylaws and of law limiting the powers of the Board of
Directors or reserving powers to the shareholders, the Board of Directors shall,
directly or by delegation, manage the business and affairs of the Corporation
and exercise all corporate powers permitted by law.

         SECTION 3.2. NUMBER AND QUALIFICATION OF DIRECTORS. The authorized
number of directors shall be not less than sixteen (16) nor more than thirty
(30), until changed by

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amendment of the Articles of Incorporation. The exact number of directors within
these limits shall be fixed from time to time by resolution adopted by a
majority of the Board of Directors or the shareholders.

         Nomination for election of members of the Board of Directors may be
made by the Board of Directors or by any shareholder of any outstanding capital
stock of the Corporation entitled to vote for the election of directors at the
Annual Meeting of Shareholders. Notice of intention to make any nominations by a
shareholder shall be made in writing and shall be delivered or mailed to and
received by the Secretary of the Corporation not less than one hundred twenty
(120) calendar days in advance of the date the Corporation's proxy statement was
released to the shareholders in connection with the previous year's annual
meeting of shareholders; provided, however, that in the event that no annual
meeting was held in the previous year or the date of the annual meeting has been
changed by more than thirty (30) days from the date contemplated at the time of
the previous year's proxy statement, notice by the shareholder must be received
by the Secretary of the Corporation a reasonable time before the Corporation
mails its proxy statement. 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 number of shares of capital stock of the Corporation owned by
each proposed nominee; (d) the name and residence address of the notifying
shareholder; (e) the number of shares of capital stock of the Corporation owned
by the notifying shareholder. Nominations not made in accordance herewith may,
in the discretion of the chairman of the meeting, be disregarded and upon the
chairman's instructions, the inspectors of election can disregard all votes cast
for each such nominee.

         SECTION 3.3. ELECTION AND TERM OF OFFICE. The directors shall be
elected annually by the shareholders at the Annual Meeting of Shareholders;
provided, that if for any reason, said annual meeting or an adjournment thereof
is not held or the directors are not elected thereat, then the directors may be
elected at any special meeting of the shareholders called and held for that
purpose. The term of office of the directors shall, except as provided in
Section 3.5 of these Bylaws, begin immediately after their election and shall
continue until the next annual meeting or until their respective successors are
elected and qualified.

         SECTION 3.4. REMOVAL OF DIRECTORS. A director may be removed from
office by the Board of Directors if he is declared of unsound mind by an order
of court or convicted of a felony. Any or all of the directors may be removed
from office without cause by a vote of shareholders holding a majority of the
outstanding shares entitled to vote at an election of directors; however, unless
the entire Board of Directors is removed, an individual director shall not be
removed if the votes cast against removal, or not consenting in writing to such
removal,

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would be sufficient to elect such director if voted cumulatively at an election
at which the same total number of votes were cast, or, if such action is taken
by written consent, all shares entitled to vote were voted, and the entire
number of directors authorized at the time of the director's most recent
election were then being elected. A director may also be removed from office by
the Superior Court of the county in which the Head Office is located, at the
request of shareholders holding at least ten percent (10%) of the number of
outstanding shares of any class, in case of fraudulent or dishonest acts or
gross abuse of authority or discretion with reference to the Corporation, in the
manner provided by law.

         No reduction of the authorized number of directors shall have the
effect of removing any director before his term expires.

         SECTION 3.5. VACANCIES.  A vacancy or vacancies on the Board of
Directors shall exist on the death, resignation, or removal of any director, or
if the number of directors is increased or the shareholders fail to elect the
full number of directors.

         Except for a vacancy created by the removal of a director, vacancies on
the Board of Directors may be filled by a majority of the remaining directors
then in office, whether or not less than a quorum, or by a sole remaining
director, and each director elected in this manner shall hold office until his
successor is elected at an annual or special shareholders' meeting.

         The shareholders may elect a director at any time to fill any vacancy
not filled by the directors. Any such election by written consent other than to
fill a vacancy created by removal requires the consent of a majority of the
outstanding shares entitled to vote.

         Any director may resign effective upon giving written notice to the
Chairman of the Board of Directors, the Deputy Chairman, the President, the
Secretary or the Board of Directors of the Corporation, unless the notice
specifies a later time for the effectiveness of such resignation. If the
resignation is effective at a future time, a successor may be elected to take
office when the resignation becomes effective.

         SECTION 3.6. PLACE, DATE AND TIME OF REGULAR MEETINGS. Regular meetings
of the Board of Directors may be held without notice at such places within or
without the State of California and on such dates and at such times as the Board
may from time to time determine by resolution or written consent.

         SECTION 3.7. ORGANIZATIONAL MEETINGS. Immediately following each annual
shareholders' meeting, the Board of Directors shall hold an organizational
meeting to organize and transact other business. Notice of this meeting shall
not be required. The regular meeting of the Board of Directors may be held
jointly with this organizational meeting.

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         SECTION 3.8. SPECIAL MEETINGS.  Special meetings of the Board of
Directors for any purpose may be called at any time by the Chairman of the Board
of Directors, the Deputy Chairman, or the President, or the Secretary, or any
two directors.

         Special meetings of the Board shall be held upon four days notice by
mail or forty-eight (48) hours notice delivered personally or by telephone,
including a voice messaging system or other system or technology designed to
record and communicate messages, telegraph, facsimile, electronic mail, or other
electronic means. If notice is by telephone, it shall be complete when the
person calling the meeting believes in good faith that the notified person has
heard and acknowledged the notice. If the notice is by mail or telegraph, it
shall be complete when deposited in the United States mail or delivered to the
telegraph office at the place where the Corporation's Head Office is located,
charges prepaid and addressed to the notified person at such person's address
appearing on the corporate records or, if it is not on these records or is not
readily ascertainable, at the Head Office. If notice is by telecopier, it shall
be complete when confirmation is received by printed receipt or telephone that
the complete notice has been sent to the facsimile number provided to the
Corporation for such purposes by the board member.

         SECTION 3.9. QUORUM. A majority of the authorized number of directors
shall constitute a quorum for the transaction of business, except to adjourn a
meeting under Section 3.11 of these Bylaws. Every act done or decision made by a
majority of the directors present at a meeting at which a quorum is present
shall be regarded as the act of the Board of Directors, unless the vote of a
greater number is required by law, the Articles of Incorporation, or these
Bylaws. A meeting at which a quorum is initially present may continue to
transact business notwithstanding the withdrawal of directors, if any action
taken is approved by a majority of the required quorum for such meeting.

         SECTION 3.10. CONTENTS OF NOTICE AND WAIVER OF NOTICE. Neither the
business to be transacted at, nor the purpose of, any regular or special Board
meeting need be specified in the notice or waiver of notice of the meeting.
Notice of a meeting need not be given to any director who signs a waiver of
notice or a consent to holding the meeting or an approval of the minutes
thereof, either before or after the meeting, or who attends the meeting without
protesting, prior thereto or at its commencement, the lack of notice to said
director. All such waivers, consents, and approvals shall be filed with the
corporate records or made a part of the minutes of the meeting.

         SECTION 3.11.     ADJOURNMENT.  A majority of the directors present,
whether or not a quorum is present, may adjourn any meeting to another time and
place.

         SECTION 3.12. NOTICE OF ADJOURNMENT. Notice of the time and place of
holding an adjourned meeting need not be given to absent directors if the time
and place are fixed at the

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meeting being adjourned, except that if the meeting is adjourned for more than
twenty-four (24) hours such notice shall be given prior to the adjourned meeting
to the directors who were not present at the time of the adjournment.

         SECTION 3.13. PARTICIPATION BY COMMUNICATIONS EQUIPMENT. Members of the
Board of Directors may participate in a meeting through the use of conference
telephone or similar communications equipment, as long as all members
participating in such meeting can hear one another.

         SECTION 3.14. ACTION WITHOUT MEETING. The Board of Directors may take
any action without a meeting that may be required or permitted to be taken by
the Board at a meeting, if all members of the Board individually or collectively
consent in writing to the action. The written consent or consents shall be filed
in the minutes of the proceedings of the Board of Directors. Such action by
written consent shall have the same effect as a unanimous vote of directors.

         SECTION 3.15. EXECUTIVE COMMITTEE. There shall be an executive
committee composed of the chairman of the board, the president, the deputy
chairman and not less than four (4) other directors who shall be appointed by
the board to serve during its pleasure. Subject at all times to the control of
the board, the committee shall have and may exercise all the powers of the
board, except

         (a)      The approval of any action for which shareholder approval or
                  approval of outstanding shares is also required.
         (b)      The filling of vacancies on the Board or on any committee.
         (c)      The fixing of compensation of the directors for serving on the
                  Board or on any committee.
         (d)      The amendment or repeal of Bylaws or the adoption of new
                  Bylaws.
         (e)      The amendment or repeal of any resolution of the Board which
                  by its express terms is not so amendable or repealable.
         (f)      A distribution to the shareholders of the Corporation as
                  defined in Section 166 of the California Corporations Code,
                  except at a rate or in a periodic amount or within a price
                  range set forth in the Articles of Incorporation or determined
                  by the Board.
         (g)      The appointment of other committees of the Board or the
                  members thereof.

         The Board of Directors may designate one or more directors as alternate
members of the Executive Committee, who may replace any absent members at any
meeting of the committee. The appointment of members or alternate members of the
Executive Committee requires the vote of a majority of the authorized number of
directors. The committee shall meet at such times as it or the board may
designate and shall makes its own rules of procedures. A majority of its

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members shall constitute a quorum. The affirmative vote of the majority of its
members shall be necessary for the adoption of any resolution. The committee
shall keep minutes of its meetings and such minutes shall be submitted to the
next regular meeting of the board at which a quorum is present, and any action
taken by the board with respect thereto shall be entered into the minutes of the
board.

         SECTION 3.16. OTHER COMMITTEES OF THE BOARD OF DIRECTORS. The Board of
Directors may, by resolution adopted by a majority of the authorized number of
directors designate one or more committees from time to time, each consisting of
two or more directors to serve at the pleasure of the Board. The Board of
Directors may designate one or more directors as alternate members of any
committee, who may replace any absent member at any meeting of the committee.
The appointment of members or alternate members of a committee requires the vote
of a majority of the authorized number of directors. Any such committee, to the
extent provided in the resolution of the Board of Directors shall have all the
authority of the Board, except with respect to:

         (a)      The approval of any action for which shareholder approval or
                  approval of outstanding shares is also required.
         (b)      The filling of vacancies on the Board or on any committee.
         (c)      The fixing of compensation of the directors for serving on the
                  Board or on any committee.
         (d)      The amendment or repeal of Bylaws or the adoption of new
                  Bylaws.
         (e)      The amendment or repeal of any resolution of the Board which
                  by its express terms is not so amendable or repealable.
         (f)      A distribution to the shareholders of the Corporation as
                  defined in Section 166 of the California Corporations Code,
                  except at a rate or in a periodic amount or within a price
                  range set forth in the Articles of Incorporation or determined
                  by the Board.
         (g)      The appointment of other committees of the Board or the
                  members thereof.

                                   ARTICLE IV

                                    OFFICERS

         SECTION 4.1. OFFICERS. The officers of the Corporation shall be a
Chairman of the Board, a President and Chief Executive Officer, a Deputy
Chairman, one or more Vice Chairmen of the Board, a chief financial officer, a
chief credit officer, a general auditor, a chief credit examiner, a chief
compliance officer, one or more Executive Vice Presidents, one or more Senior
Vice Presidents, one or more Vice Presidents, one or more assistant vice
presidents, a Secretary, one or more Assistant Secretaries, and such other
officers as the Board of Directors may by resolution

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create, and such officers shall have such powers and perform such duties as are
prescribed in these Bylaws or as may be prescribed by the Board of Directors.

         SECTION 4.2. ELECTION. The officers of the Corporation shall be chosen
by the Board of Directors at any meeting of the Board, and each shall hold his
office until he resigns or is removed or otherwise disqualified to serve, or his
successor is elected and qualified.

         SECTION 4.3. REMOVAL AND RESIGNATION. Any officer may be removed with
or without cause by the Board of Directors at any regular or special directors'
meeting. Any officer may resign at any time by giving written notice to the
Board of Directors, the Chief Executive Officer, the President or the Secretary
of the Corporation. An officer's resignation shall take effect when it is
received or at any later time specified in the resignation. Unless the
resignation specifies otherwise, its acceptance by the Corporation shall not be
necessary to make it effective.

         SECTION 4.4. VACANCIES.  A vacancy in any office because of death,
resignation, removal, disqualification, or any other cause shall be filled in
the manner prescribed in these Bylaws for regular appointments to the office.

         SECTION 4.5. CHAIRMAN, PRESIDENT, DEPUTY CHAIRMAN AND VICE CHAIRMEN.
The chairman of the board shall preside at all shareholders' meetings and all
meetings of the board unless he delegates this duty to the President or Deputy
Chairman. In the absence or disability of the chairman of the board, the
following shall perform the duties and have the powers of the chairman of the
board in the order set forth:

                           President and Chief Executive Officer
                           Deputy Chairman
                           Vice Chairmen in the order designated by the Board

         SECTION 4.6. PRESIDENT AND CHIEF EXECUTIVE OFFICER. The President shall
have general and active management of the business of the Corporation and shall
have and may exercise any and all powers and duties pertaining by law,
regulation, or practice, to the office of president or prescribed in the Bylaws.
The President shall be the Chief Executive Officer.

         SECTION 4.7. CHIEF FINANCIAL OFFICER.  The Chief Financial Officer
shall be the principal financial officer of the Corporation and shall perform
the duties imposed upon him by these Bylaws or the Board of Directors.

         SECTION 4.8. SECRETARY. The Secretary shall keep or cause to be kept,
and be available at the Head Office or any other place that the Board of
Directors specifies, a book of minutes of all directors' and shareholders'
meetings. The minutes of each meeting shall state the time and place that it was
held; whether it was regular or special; if a special meeting, how it was
authorized; the notice given; the names of those present or represented at
shareholders'

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<PAGE>

meetings; and the proceedings of the meetings. A similar minute book shall be
kept for each committee of the Board.

         The Secretary shall keep, or cause to be kept, at the Head Office or at
the office of the Corporation's transfer agent, a share register, or duplicate
share register, showing the shareholders' names and addresses, the number of
shares held by each, the number and date of each certificate issued for these
shares, and the number and date of cancellation of each certificate surrendered
for cancellation.

         The Secretary shall give, or cause to be given, notice of all
directors' and shareholders' meetings required to be given under these Bylaws or
by law, shall keep the corporate seal in safe custody, and shall have any other
powers and perform any other duties that are prescribed by the Board of
Directors or these Bylaws.

                                    ARTICLE V

                            GENERAL CORPORATE MATTERS

         SECTION 5.1. RECORD DATE AND CLOSING OF STOCKBOOKS. The Board of
Directors may fix a time in the future as a record date for determining
shareholders entitled to notice of and to vote at any shareholders' meeting; to
receive any dividend, distribution, or allotment of rights; or to exercise
rights in respect of any other lawful action, including change, conversion, or
exchange of shares. The record date shall not, however, be more than sixty (60)
nor less than ten (10) days prior to the date of such meeting nor more than
sixty (60) days prior to any other action. If a record date is fixed for a
particular meeting or event, only shareholders of record on that date are
entitled to notice and to vote and to receive the dividend, distribution, or
allotment of rights or to exercise the rights, as the case may be,
notwithstanding any transfer of any shares on the books of the Corporation after
the record date.

         A determination of shareholders of record entitled to notice of or to
vote at a meeting of shareholders shall apply to any adjournment of the meeting
unless the Board fixes a new record date for the adjourned meeting, but the
Board shall fix a new record date if the meeting is adjourned for more than
forty-five (45) days from the date set for the original meeting.

         SECTION 5.2. CORPORATE RECORDS AND INSPECTION BY SHAREHOLDERS AND
DIRECTORS. Books and records of account and minutes of the proceedings of the
shareholders, Board, and committees of the Board and a record of the
shareholders, giving the names and addresses of all shareholders and the number
of shares held by each, shall be kept at the Head Office or at the office of the
Corporation's transfer agent and shall be open to inspection upon the written
demand on the Corporation of any shareholder at any reasonable time during usual
business hours, for a purpose reasonably related to such holder's interests as a
shareholder.

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<PAGE>

         Every director shall have the absolute right at any reasonable time to
inspect and copy all books, records and documents of every kind and to inspect
the physical properties of the Corporation and its subsidiary corporations,
domestic or foreign. Such inspection by a director may be made in person or by
agent or attorney and includes the right to copy and make extracts.

         SECTION 5.3. STOCK CERTIFICATES. Subject to the adoption (pursuant to
Section 416(b) of the California Corporations Code) by the Corporation of a
system of issuance, recordation and transfer of its shares by electronic or
other means not involving any issuance of certificates, every holder of shares
in the Corporation shall be entitled to have a certificate signed in the name of
the Corporation by the Chairman or Vice Chairmen of the Board or the President
or a vice president and by the Chief Financial Officer or an assistant treasurer
or the Secretary or any assistant secretary, certifying the number of shares and
the class or series of shares owned by the shareholder. Such facsimile
signatures shall continue to be effective as an act of the Corporation
notwithstanding the fact that at the time a certificate is issued and delivered,
an officer whose facsimile signature appears thereon has ceased to be an officer
of the Corporation.

         SECTION 5.4. LOST CERTIFICATES. The holder of any stock of the
Corporation shall immediately notify the Corporation of any loss, destruction or
mutilation of the certificate therefor, and the Board of Directors or a
committee or an officer designated thereby, with power so to act may, in its or
his discretion, cause to be issued to him a new certificate, or, in case of loss
or destruction of the certificate, upon satisfactory proof of such loss or
destruction, and the Board of Directors or such committee or officer may, in its
or his discretion, require the owner of the lost or destroyed certificate or his
legal representative to give the Corporation a bond (or other adequate security)
in such sum and with such surety or sureties, as it or he may direct, to
indemnify the Corporation against any claim that may be made against it
(including any expense or liability) on account of the alleged loss or
destruction of any such certificate or the issuance of such new certificate.

         SECTION 5.5. TRANSFER AGENT REGULATIONS. The Corporation shall, if and
whenever the Board of Directors or a committee designated thereby with power so
to act shall so determine, maintain one or more transfer offices or agencies,
each in charge of a transfer agent designated by the Board of Directors or by
such committee, at which the shares of the capital stock of the Corporation
shall be transferable, and no certificate for shares of the capital stock of the
Corporation in respect of which a transfer agent shall have been designated,
shall be valid unless countersigned by such transfer agent. The Board of
Directors or such committee may also make such additional rules and regulations
as it may deem expedient concerning the issue and transfer of certificates for
shares of the capital stock of the Corporation.

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<PAGE>

         SECTION 5.6. TRANSFER OF STOCK. Transfers of the stock of the
Corporation shall be made only on the books of the Corporation by the holder
thereof or by his attorney thereunto authorized by a power of attorney duly
executed and filed with the Secretary of the Corporation or a transfer agent of
the Corporation, if any, and on surrender of the certificate or certificates for
such shares properly endorsed. The person in whose name shares of stock stand on
the books of the Corporation shall be deemed the owner thereof for all purposes
as regards the Corporation, and upon any transfer of stock the person or persons
into whose name or names such stock shall be transferred on the books of the
Corporation shall be substituted for the person or persons out of whose name or
names such shares shall have been transferred with respect to all rights,
privileges and obligations of holders of stock of the Corporation and as against
the Corporation or any other person or persons.

         The term "person" or "persons" wherever used herein shall be deemed to
include any firm or firms, corporation or corporations, association or
associations.

         SECTION 5.7. REPORTS TO SHAREHOLDERS. An annual report complying with
Section 1501 of the California Corporations Code shall be sent to the
shareholders not later than one hundred twenty (120) days after the close of the
fiscal year and at least fifteen (15) or, if sent by third-class mail,
thirty-five (35) days prior to the Annual Meeting of Shareholders to be held
during the next fiscal year. The foregoing requirement of an annual report shall
be waived so long as the shares of the Corporation are held by fewer than one
hundred (100) holders of record.

         If no annual report for the last fiscal year has been sent to
shareholders, the Corporation shall, upon the written request of any shareholder
made more than one hundred twenty (120) days after the close of that fiscal
year, deliver or mail to the person making the request within thirty (30) days
thereafter the financial statements required by Section 1501(a) of the
California Corporations Code for that year.

         A shareholder or shareholders holding at least five percent (5%) of the
outstanding shares of any class of the Corporation may make a written request to
the Corporation for an income statement of the Corporation for the three-month,
six-month, or nine-month period of the current fiscal year ended more than
thirty (30) days prior to the date of the request and a balance sheet of the
Corporation as of the end of such period and, in addition, if no annual report
for the last fiscal year has been sent to shareholders, the statements referred
to in Section 1501(a) of the California Corporations Code for the last fiscal
year. The statementS shall be delivered or mailed to the person making the
request within thirty (30) days thereafter. A copy of the statements shall be
kept on file at the Head Office of the Corporation for twelve (12) months and
they shall be exhibited at all reasonable times to any shareholder demanding an
examination of them or a copy shall be mailed to such shareholder. The income
statements and

                                       15

<PAGE>

balance sheets referred to shall be accompanied by the report thereon, if any,
of any independent accountants engaged by the Corporation or the certificate of
an authorized officer of the Corporation that such financial statements were
prepared without audit from the books and records of the Corporation.

         SECTION 5.8. DIRECTOR LIABILITY AND INDEMNITY OF AGENTS AND DIRECTORS.

         A.       General Provisions.

         (1)      For the purposes of this Section 5.8, "agent" means any person
who is or was an officer, employee or other agent of the Corporation, or is or
was serving at the request of the Corporation as an officer, employee or agent
of another foreign or domestic corporation, partnership, joint venture, trust or
other enterprise or was an officer, employee or agent of a foreign or domestic
Corporation which was a predecessor corporation of the Corporation or of another
enterprise at the request of the predecessor corporation; "director" means any
person who is or was a member of the board of directors of the Corporation, or
is or was serving at the request of the Corporation as a member of the board of
directors or any committee thereof of another corporation, joint venture, trust
or other enterprise; "proceeding" means any threatened, pending or completed
action or proceeding, whether civil, criminal, administrative or investigative;
and "expenses" includes without limitation attorneys' fees and expenses and any
expenses of establishing a right to indemnification under this Section 5.8. For
purposes of this Section 5.8, references to "other enterprises" shall include
employee benefit plans; references to "fines" shall include any excise taxes
assessed on a person with respect to an employee benefit plan; and references to
"serving at the request of the Corporation" shall include any service as a
director or agent of the Corporation which imposes duties on , or involves
services by, such director or agent with respect to an employee benefit plan,
its participants or beneficiaries; and a person who acted in good faith and in a
manner he 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 believed to be in the best interests of the Corporation as referred to in
this Section 5.8.

         (2)      The indemnification provided by this Section 5.8 shall not be
deemed exclusive of any other rights to which those indemnified may be entitled
under any bylaw, agreement, vote of shareholders or disinterested directors or
otherwise, both as to action in his or her official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be director or agent of the Corporation and shall inure to the
benefit of the heirs, executors and administrators of such a person. Nothing
contained in this section shall affect any right to indemnification to which
persons other than the directors and officers may be entitled by contract or
otherwise.

                                       16

<PAGE>

         (3)      If any provision or provisions of this Section 5.8 shall be
held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the
validity, legality and enforceability of the remaining provisions (including,
without limitation, each portion of this Section 5.8 containing any such
provision held to be invalid, illegal or unenforceable, that is not itself held
to be invalid, illegal or unenforceable) shall not in any way be affected or
impaired thereby; and (b) to the fullest extent possible, shall be construed so
as to give effect to the intent manifested by the provision held invalid,
illegal or unenforceable.

         B.       DIRECTOR LIABILITY.  The liability of the directors of this
Corporation for monetary damages shall be eliminated to the fullest extent
permissible under California law.

         C.       INDEMNITY OF AGENTS.

         (1)      The Corporation may indemnify any person who was or is a party
or is threatened to be made a party to any proceeding (other than an action by
or in the right of the Corporation to procure a judgment in its favor) by reason
of the fact that the person is or was an agent of the Corporation, against
expenses, judgments, fines, settlements and other amounts actually and
reasonably incurred in connection with the proceeding if that person acted in
good faith and in a manner the person reasonably believed to be in the best
interest of the Corporation and, in the case of a criminal proceeding, had no
reasonable cause to believe the conduct of the person was unlawful. The
termination of any proceeding, by judgment, order, settlement, conviction 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 the
person reasonably believed to be in the best interests of the Corporation or
that the person had reasonable cause to believe that the person's conduct was
unlawful.

         (2)      The Corporation may indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action by or in the right of the Corporation to procure a judgment in its favor
by reason of the fact that the person is or was an agent of the Corporation,
against expenses actually and reasonably incurred by that person in connection
with the defense or settlement of the action if the person acted in good faith,
in a manner the person believed to be in the best interests of the Corporation
and its shareholders.

         No indemnification shall be made for any of the following:

         (a)      In respect of any claim, issue or matter as to which the
                  person shall have been adjudged to be liable to the
                  Corporation in the performance of that person's duty to the
                  Corporation, unless and only to the extent that the court in
                  which the proceeding is or was pending shall determine upon
                  application that, in view of all the circumstances of the
                  case, the person is fairly and reasonably entitled to

                                       17

<PAGE>

                  indemnity for the expenses and then only to the extent that
                  the court shall determine.
         (b)      Of amounts paid in settling or otherwise disposing of a
                  pending action, without court approval.
         (c)      Of expenses incurred in defending a pending action which is
                  settled or otherwise disposed of without court approval.

         (3)      To the extent that an agent of a corporation has been
successful on the merits in defense of any proceeding referred to in paragraphs
(1) and (2) above or in defense of any claim, issue or matter therein, the agent
shall be indemnified against expenses actually and reasonably incurred by the
agent in connection therewith.

         (4)      Except as provided in paragraph (3) above, any indemnification
under this Section 5.8(C) shall be made by the Corporation only if authorized in
the specific case, upon a determination that indemnification of the agent is
proper in the circumstances because the agent has met the applicable standard of
conduct set forth in paragraphs (1) or (2), by any of the following:

         (a)      A majority vote of a quorum consisting of directors who are
                  not parties to such proceeding;
         (b)      If such a quorum of directors is not obtainable, by
                  independent legal counsel in a written opinion;
         (c)      Approval of the shareholders, with the shares owned by the
                  person to be indemnified not being entitled to vote thereon,
                  which approval shall be either by the affirmative vote of a
                  majority of the shares represented and voting at a duly held
                  meeting at which a quorum is present (which shares voting
                  affirmatively also constitute at least a majority of the
                  required quorum), by the written consent of shareholders as
                  provided in Section 2.8 of these Bylaws, or by the affirmative
                  vote or written consent of such greater proportion (including
                  all) of the shares of any class or series as may be provided
                  in the articles for all or any specified shareholder action;
                  or
         (d)      The court in which the proceeding is or was pending upon
                  application made by the Corporation or the agent or the
                  attorney or other person rendering services in connection with
                  the defense, whether or not the application by the agent,
                  attorney or other person is opposed by the Corporation.

         (5)      Upon written request of an agent seeking indemnification under
this Section 5.8(C), the Board of Directors by majority vote shall promptly make
a determination in good faith as to whether the applicable standard of conduct
has been met. If a positive

                                       18

<PAGE>

determination is made, indemnification shall be authorized forthwith if the
directors approving the determination include a majority of a quorum of
directors not parties to the proceeding; otherwise the question of authorization
by the shareholders shall be put to a shareholder vote no later than the date of
the next annual meeting and said question shall be included in any management
proxy solicitation for or prior to said meeting.

         (6)      Expenses incurred in defending any proceeding shall be
advanced by the Corporation prior to the final disposition of the proceeding
upon receipt of an undertaking by or on behalf of the agent to repay that amount
if it shall be determined ultimately that the agent is not entitled to be
indemnified as authorized in this Section.

         (7)      No indemnification or advance shall be made under this
Section, except as provided in paragraph (3) above or paragraph (4)(d) above, in
any circumstance where it appears:

         (a)      That it would be inconsistent with a provision of the
                  articles, bylaws, a resolution of the shareholders, or an
                  agreement in effect at the time of the accrual of the alleged
                  cause of action asserted in the proceeding in which the
                  expenses were incurred or other amounts were paid, which
                  prohibits or otherwise limits indemnification;
         (b)      That it would be inconsistent with any condition expressly
                  imposed by a court in approving a settlement.

         The Corporation is not authorized to provide for indemnification of any
agent for any acts, omissions or transactions from which a director may not be
relieved from liability as set forth in paragraph (10) of subdivision (a) of
Section 204 of the California Corporations Code or as to circumstances in which
indemnity is expressly prohibited by Section 317 of the California Corporations
Code or is not permitted by 12 C.F.R. Part 359.

         D.       INDEMNITY OF DIRECTORS.

         (1)      The Corporation shall indemnify, to the fullest extent
permitted by applicable law as then in effect, any director, and the heirs and
personal representatives of such director, against any expenses, judgments,
fines, settlements and other amounts actually and reasonably incurred by or
imposed upon such director in connection with, or resulting from any proceeding
in which such director is a party or is threatened to be made a party by reason
of being or having been a director of the Corporation, or of another
corporation, joint venture, trust or other enterprise in which such person
serves as a director at the request of the Corporation, or by reason of such
person being or having been a member of any board or committee of the
Corporation or of any such other enterprise, provided, however, that the
Corporation is not authorized to provide indemnification of any director for any
acts or omissions or transactions

                                       19

<PAGE>

from which a director may not be relieved of liability as set forth in paragraph
(10) of subdivision (a) of Section 204 of the California Corporations Code or as
to circumstances in which indemnity is expressly prohibited by Section 317 of
the California Corporations Code or is not permitted by 12 C.F.R. Part 359. The
Corporation shall advance expenses incurred or to be incurred in defending any
such proceeding to any such director.

         (2)      The following procedures shall apply with respect to
advancement of expenses and the right to indemnification under this Section
5.8(D):

         (a)      Advancement of Expenses. All reasonable expenses incurred by
                  or on behalf of a director in connection with any proceeding
                  shall be advanced to the director by the Corporation within
                  twenty days after the receipt by the Corporation of a
                  statement or statements from the director requesting such
                  advance or advances from time to time, whether prior to or
                  after final disposition of such proceeding. Such statement or
                  statements shall reasonably evidence the expenses incurred or
                  to be incurred by the director and, if required by law at the
                  time of such advance, shall include or be accompanied by an
                  undertaking by or on behalf of the director to repay the
                  amounts advanced if it should ultimately be determined that
                  the director is not entitled to be indemnified against such
                  expenses.
         (b)      Written Request for Indemnification. To obtain indemnification
                  under this Section 5.8(D), a director shall submit to the
                  Secretary of the Corporation a written request, including such
                  documentation and information as is reasonably available to
                  the director and reasonably necessary to determine whether and
                  to what extent the director is entitled to indemnification
                  (the "Supporting Documentation"). Any claim for
                  indemnification under this Section 5.8(D) shall be paid in
                  full within thirty days after receipt by the Corporation of
                  the written request for indemnification together with the
                  Supporting Documentation unless independent legal counsel to
                  the Corporation, acting at the request of the Board of
                  Directors of the Corporation (or a committee of the Board
                  designated by the Board for such purposes) shall have
                  determined, in a written legal opinion to the Corporation
                  without material qualification, that the director is not
                  entitled to indemnification by reason of any of the
                  circumstances specified in the proviso to the first sentence
                  of Section 5.8(D)(1). The Secretary of the Corporation shall,
                  promptly upon receipt of such a request for indemnification,
                  advise the Board in writing that the director has requested
                  indemnification and shall promptly, upon receipt of any such
                  opinion, advise the Board in writing that such determination
                  has been made.

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<PAGE>

         Notwithstanding the foregoing, the Corporation shall not be required to
advance such expenses to a director who is a party to an action, suit or
proceeding brought by the Corporation and approved by a majority of the Board of
Directors which alleges willful misappropriation of corporate assets by such
director, a transaction in which the director derived an improper personal
benefit or any other willful and deliberate breach in bad faith of such
director's duty to the Corporation or its shareholders.

         (3)      The rights to indemnification and to the advancement of
expenses conferred in this Section 5.8(D) shall be contract rights. If a claim
under this Section 5.8(D) is not paid in full by the Corporation within thirty
days after a written claim has been received by the Corporation, except in the
case of a claim for an advancement of expenses, in which case the applicable
period shall be twenty days, the director may at any time thereafter bring suit
against the Corporation to recover the unpaid amount of the claim. If successful
in whole or in part in any such suit, or in a suit brought by the Corporation to
recover an advancement of expenses pursuant to the terms of an undertaking, the
director shall be entitled to be paid also the expense of prosecuting or
defending such suit. In (i) any suit brought by a director to enforce a right to
indemnification hereunder (but not in a suit brought by the director to enforce
a right to an advancement of expenses) it shall be a defense that, and (ii) in
any suit by the Corporation to recover an advancement of expenses pursuant to
the terms of an undertaking the Corporation shall be entitled to recover such
expenses upon a final adjudication that, the director has not met any applicable
standard for indemnification under the applicable law then in effect. Neither
the failure of the Corporation to have made payment in full of the claim for
indemnification prior to the commencement of such suit, nor an actual
determination by independent legal counsel to the Corporation that the director
is not entitled to such indemnification, shall create a presumption that the
director has not met the applicable standard of conduct or, in the case of such
a suit brought by the director, be a defense to such suit. In any suit brought
by the director to enforce a right to indemnification or to an advancement of
expenses hereunder, or by the Corporation to recover an advancement of expenses
pursuant to the terms of an undertaking, the burden of proving that the director
is not entitled to be indemnified, or to such advancement of expenses, under
this Section 5.8(D) or otherwise shall be on the Corporation.

                                   ARTICLE VI

                                   AMENDMENTS

         SECTION 6.1. AMENDMENTS BY SHAREHOLDERS.  New Bylaws may be adopted or
these Bylaws may be amended or repealed by the affirmative vote or written
consent of a majority of the outstanding shares entitled to vote.

                                       21

<PAGE>

         SECTION 6.2. AMENDMENTS BY DIRECTORS. Subject to the right of
shareholders under the preceding Section 6.1 of these Bylaws, Bylaws (other than
a Bylaw fixing or changing the authorized number of directors or classifying the
board of directors) may be adopted, amended, or repealed by the Board of
Directors.

                                   ARTICLE VII

                              EMERGENCY PROVISIONS

         SECTION 7.1. EMERGENCY DEFINED. "Emergency" as used in this Article VII
means disorder, disturbance or damage caused by disaster, war, enemy attack or
other warlike acts which prevent conduct and management of the affairs and
business of the Corporation by the Board of Directors and officers. The powers
and duties conferred and imposed by this Article and any resolutions adopted
pursuant hereto shall be effective only during an emergency. This Article may be
implemented from time to time by resolutions adopted by the Board of Directors
before or during an emergency, or during an emergency by the Executive Committee
of the Board of Directors constituted and then acting pursuant thereto. During
an emergency, the provisions of this Article and any implementing resolutions
shall supersede any conflicting provisions of any Article of these Bylaws or
resolutions adopted pursuant hereto.

         SECTION 7.2  ALTERNATE LOCATIONS. During an emergency, the business
ordinarily conducted at the principal executive office of the Corporation shall,
if so permitted by applicable statutes or regulations, be relocated elsewhere in
suitable quarters, as may be designated by the board of directors or by the
Executive Committee of the Board of Directors or by such persons as are then, in
accordance with these bylaws or resolutions adopted from time to time by the
board of directors, dealing with the exercise of authority in a time of such
emergency, conducting the affairs of this Corporation. Any temporarily relocated
place of business of this Corporation shall be returned to its legally
authorized location as soon as practicable and such temporary place of business
shall then be discontinued.

         SECTION 7.3  ALTERNATE MANAGEMENT.

         (a) In the event of a state of disaster of sufficient severity to
prevent the conduct and management of the affairs of business of this
Corporation by its directors and officers as contemplated by these bylaws, any
available members of the then incumbent Executive Committee of the Board shall
constitute an Interim Executive Committee for the full conduct and management of
the affairs and business of the Corporation.

         (b) If as a result of a state of disaster as described under 7.3(a)
above, the chief executive officer is unable or unavailable to act, then until
such chief executive officer becomes able and available to act or a new chief
executive officer is appointed or elected, the senior surviving officer who is
able and available to act shall act as the chief executive officer of this
Corporation.

                                       22

<PAGE>

If a person in good faith assumes the powers of the chief executive
officer pursuant to these provisions in the belief he is the senior surviving
officer and the office of the chief executive officer is vacant, the acts of
such a person shall be valid and binding although it may subsequently develop
that he was not in fact the senior surviving officer or that the office was not
in fact vacant.

         (c) No officer, director or employee acting in accordance with these
Emergency Provisions shall be liable except for willful misconduct.



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