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                                   CERTIFICATE

I, Jean C. Nomura, certify

1.    I am Vice President and Corporate Secretary of UnionBanCal Corporation, 
      a corporation created and existing under the laws of the State of 
      California.

2.    The attached document is a true and correct copy of the Bylaws of 
      UnionBanCal Corporation.


Dated:   April 9, 1999
       -----------------



                                        /s/ Jean C. Nomura
                                        --------------------------------------
                                        Vice President and Corporate Secretary




<PAGE>
                                   BYLAWS OF
                            UNIONBANCAL CORPORATION
                           (A CALIFORNIA CORPORATION)
                       (RESTATED AS OF JANUARY 27, 1999)
                                   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
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,
 
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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, 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.
 
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    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 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 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
 
                                       4
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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. All
proxies must be in writing and must be signed by the shareholder or his
attorney-in-fact confirming the proxy. 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 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.
 
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                                  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 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,
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.
 
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    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.
 
    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
twenty-four (24) 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 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
 
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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 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 may participate in a meeting through use of conference telephone,
electronic video screen communication or other communications equipment, so long
as all members participating in such meetings can communicate with all of the
other members concurrently and are provided the means of participating in all
matters before the Board, and the Corporation confirms that the person
communicating by telephone, electronic video screen or other communications
equipment is a director entitled to participate in the Board meeting and that
all statements, actions and votes were made by such director. Such participation
constitutes presence in person at such meeting.
 
    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 members
shall constitute a quorum. The
 
                                       8
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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 Presidentand 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 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.
 
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    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'
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
 
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<PAGE>
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.
 
    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.
 
    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
 
                                       11


<PAGE>
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 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.
 
    A.  DIRECTOR LIABILITY.  The liability of the directors of this Corporation
       for monetary damages shall be eliminated to the fullest extent
       permissible under California law.
 
    B.  INDEMNITY OF AGENTS.
 
    (1) For the purposes of this Section 5.8, "agent" means any person who is or
       was a director, officer, employee or other agent of the Corporation, or
       is or was serving at the request of the Corporation as a director,
       officer, employee or agent of another foreign or domestic corporation,
       partnership, joint venture, trust or other enterprise or was a director,
       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; "proceeding" means any
       threatened, pending or completed action or proceeding, whether civil,
       criminal, administrative or investigative; and "expenses" includes
       without limitation attorneys' fees and any expenses of establishing a
       right to indemnification under this Section 5.8.
 
    (2) 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
 
                                       12
<PAGE>
       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.
 
    (3) 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 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.
 
    (4) To the extent that an agent of a corporation has been successful on the
       merits in defense of any proceeding referred to in paragraphs (2) and (3)
       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.
 
    (5) Except as provided in paragraph (4) above, any indemnification under
       this Section 5.8 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 (2) or (3), 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
 
                                       13
<PAGE>
           with the defense, whether or not the application by the agent,
           attorney or other person is opposed by the Corporation.
 
    (6) Upon written request of an agent seeking indemnification under this
       Section 5.8, 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 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.
 
    (7) 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.
 
    (8) The indemnification authorized by this Section 5.8 shall not be deemed
       exclusive of any additional rights to indemnification for breach of duty
       to the Corporation and its shareholders while acting in the capacity of a
       director or officer of the Corporation to the extent the additional
       rights to indemnification are authorized in the articles of the
       Corporation. The indemnification provided by this section for acts,
       omissions, or transactions while acting in the capacity of, or while
       serving as, a director or officer of the Corporation but not involving
       breach of duty to the Corporation and its shareholders shall not be
       deemed exclusive of any other rights to which those seeking
       indemnification may be entitled under any Bylaw, agreement, vote of
       shareholders or disinterested directors, or otherwise, to the extent the
       additional rights to indemnification are authorized in the articles of
       the Corporation. An article provision authorizing indemnification "in
       excess of that otherwise permitted by California Corporations Code
       Section 317" or "to the fullest extent permissible under California law"
       or the substantial equivalent thereof shall be construed to be both a
       provision for additional indemnification for breach of duty to the
       Corporation and its shareholders as referred to in, and with the
       limitations required by, paragraph (ll) of subdivision (a) of California
       Corporations Code Section 204 (which is set forth below) and a provision
       for additional indemnification as referred to in the second sentence of
       this paragraph. The rights to indemnity hereunder 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
       the 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.
 
    (9) No indemnification or advance shall be made under this Section, except
       as provided in paragraph (4) above or paragraph (5)(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.
 
    Under paragraph (11) of subdivision (a) of California Corporations Code
Section 204, a provision authorizing, whether by bylaw, agreement or otherwise,
the indemnification of agents in excess of that expressly permitted by
California Corporations Code Section 317 for breach of duty to the Corporation
and its stockholders may not provide for indemnification of any agent for any
acts, omissions or
 
                                       14
<PAGE>
transactions from which a director may not be relieved from liability as set
forth in paragraph (10) of subdivision (a) of Section 204 or as to circumstances
in which indemnity is expressly prohibited by Section 317.
 
    According to Paragraph (10) of subdivision (a) of Section 204, a provision
eliminating or limiting the personal liability of a director for monetary
damages in an action brought by or in the right of the Corporation and its
shareholders, as set forth in California Corporations Code Section 309, may not
eliminate or limit the liability of directors as follows:
 
    (i) For acts or omissions that involve intentional misconduct or a knowing
        and culpable violation of law;
 
    (ii) For acts or omissions that a director believes to be contrary to the
         best interests of the Corporation or its shareholders or that involve
         the absence of good faith on the part of the director;
 
   (iii) For any transaction from which a director derived an improper personal
         benefit;
 
    (iv) For acts or omissions that show a reckless disregard for the director's
         duty to the Corporation or its shareholders in circumstances in which
         the director was aware, or should have been aware, in the ordinary
         course of performing a director's duties, of a risk of serious injury
         to the Corporation or its shareholders;
 
    (v) For acts or omissions that constitute an unexcused pattern of
        inattention that amounts to an abdication of the director's duty to the
        Corporation or its shareholders;
 
    (vi) Under California Corporations Code Section 310; or
 
   (vii) Under California Corporations Code Section 316.
 
    No such provision shall eliminate or limit the liability of a director for
any act or omission occurring prior to the date when the provision becomes
effective, and no such provision shall eliminate or limit the liability of an
officer for any act or omission as an officer, notwithstanding that the officer
is also a director or that his or her actions, if negligent or improper, have
been ratified by the directors.
 
                                   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.
 
    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
 
                                       15
<PAGE>
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. 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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