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                                                                    EXHIBIT 3(B)


                                    BY-LAWS

                            As Amended and Restated
                               September 12, 1997


                         First Chicago NBD Corporation
                            (A Delaware Corporation)



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                                   ARTICLE I

                                    Offices

Section 1. Registered Office. The registered office of the Corporation is
located at 1209 Orange Street, Wilmington, Delaware 19801. The Corporation may,
by resolution of the Board of Directors, change the location to any other place
in Delaware.

Section 2. Other Offices. The Corporation may have such other offices, within or
without the State of Delaware, as the Board of Directors may from time to time
establish.

                                   ARTICLE II

                            Meetings of Stockholders

Section 1. Annual Meetings. The annual meeting of the stockholders for the
election of directors and for the transaction of any other business as may
properly come before the meeting shall be held on the second Friday in May of
each year or on such other date as from time to time may be designated by the
Board of Directors.

Section 2. Special Meetings. A special meeting of the stockholders may be called
at any time only by the Board of Directors pursuant to a resolution approved by
a majority of the Board of Directors.

Section 3. Place of Meetings. The Board of Directors may designate any place,
either within or without the State of Delaware, as the place of meeting for any
annual meeting or for any special meeting of stockholders.

Section 4. Notice of Meetings. Written notice stating the place, date and hour
of the meeting and, in the case of a special meeting, the purpose or purposes
for which the meeting is called, shall be given by or under the direction of the
Secretary, to each stockholder of record entitled to vote at such meeting.
Except as otherwise required by statute, the written notice shall be given not
less than ten nor more than sixty days before the date of the meeting. If
mailed, such notice shall be deemed to be given when deposited in the United
States mail, postage prepaid,


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directed to the stockholder at his address as it appears on the records of the
Corporation. Only such business shall be conducted at a special meeting of
stockholders as shall have been brought before the meeting pursuant to the
Corporation's notice of meeting. Attendance of a person at a meeting of
stockholders shall constitute a waiver of notice of such meeting, except when
the stockholder attends for the express purpose of objecting, at the beginning
of the meeting, to the transaction of any business because the meeting is not
lawfully called or convened. Any previously scheduled meeting of the
stockholders may be postponed, and (unless the Certificate of Incorporation
otherwise provides) any special meeting of the stockholders may be cancelled, by
resolution of the Board of Directors upon public notice given prior to the date
previously scheduled for such meeting of stockholders.

Section 5. Quorum. Except as otherwise required by statute, the presence at
any meeting, in person or by proxy, of a majority of the shares then issued and
outstanding and entitled to vote shall be necessary and sufficient to constitute
a quorum for the transaction of business. The Chairman of the meeting or a
majority of the shares so represented may adjourn the meeting from time to time,
whether or not there is such a quorum. The stockholders present at a duly
called meeting at which a quorum is present may continue to transact business
until adjournment, notwithstanding the withdrawal of enough stockholders to
leave less than a quorum.

Section 6. Voting Lists. The officer who has charge of the stock ledger of the
Corporation shall prepare and make, at least ten days before every meeting of
stockholders, a complete list of the stockholders of record entitled to vote at
the meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder of record
who is present.

Section 7. Adjourned Meetings. When a meeting is adjourned to another time or
place, 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 the Corporation may transact any business which might have
been transacted at the original meeting. If the adjournment is for more than
thirty 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
stockholder of record entitled to vote at the meeting.

Section 8. Proxies. Each stockholder of record entitled to vote at a meeting
of stockholders may authorize another person or persons (but no more than two)
to act for him by proxy, but no such proxy shall be voted or acted upon other
than at the meeting specified in the proxy or any adjournment of such meeting.

Section 9. Voting Rights. Except as otherwise provided by statute or by the
Certificate of Incorporation, and subject to the provisions of Article VI of
these By-Laws, each stockholder of record shall at every meeting of the
stockholders be entitled to one vote for each share of the capital stock having
voting power held by such stockholder.

Section 10. Notice of Stockholder Business and Nominations.

       A. Annual Meetings of Stockholders.

           (1) Nominations of persons for election to the Board of Directors of
           the Corporation may be made at an annual meeting of stockholders
           pursuant the procedures set forth in the Certificate of
           Incorporation. Proposals of other business to be considered by the
           stockholders may be made at an annual meeting of stockholders (a)
           pursuant to the Corporation's notice of meeting, (b) by or at the
           direction of the Board of Directors or (c) by any stockholder of the
           Corporation who was a stockholder of record at the time of giving of
           notice provided for in this By-Law, who is

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           entitled to vote at the meeting and who complies with the notice
           procedures set forth in this By-Law.

           (2) For nominations or other business to be properly brought before
           an annual meeting by a stockholder pursuant to clause (c) of
           paragraph (A)(1) of this By-Law, the stockholder must have given
           timely notice thereof in writing to the Secretary of the Corporation
           and such business must otherwise be a proper matter for stockholder
           action. To be timely, a stockholder's notice shall be delivered to or
           mailed, postage prepaid, and received by the Secretary at the
           principal executive offices of the Corporation at least 60 days but
           no more than 90 days prior to the anniversary date of the immediately
           preceding annual meeting of stockholders; provided, however, that in
           the event that the date of the annual meeting is more than 30 days
           before or more than 60 days after such anniversary date, notice by
           the stockholder to be timely must be so delivered not earlier than
           the close of business on the 90th day prior to such annual meeting
           and not later than the close of business on the later of the 60th day
           prior to such annual meeting or the 10th day following the day on
           which public announcement of the date of such meeting is first made
           by the Corporation. In no event shall the public announcement of an
           adjournment of an annual meeting commence a new time period for the
           giving of a stockholder's notice as described above. Such
           stockholder's notice shall set forth (a) as to director nominations,
           that information which is required by the Certificate of
           Incorporation; (b) as to any business, other than the nomination of
           director candidates, that the stockholder proposes to bring before
           the meeting, a brief description of the business desired to be
           brought before the meeting, the reasons for conducting such business
           at the meeting and any material interest in such business of such
           stockholder and the beneficial owner, if any, on whose behalf the
           proposal is made; and (c) as to the stockholder giving the notice and
           the beneficial owner, if any, on whose behalf the nomination or
           proposal is made (i) the name and address of such stockholder, as
           they appear on the Corporation's books, and of such beneficial owner
           and (ii) the class and number of shares of the Corporation which are
           owned beneficially and of record by such stockholder and such
           beneficial owner.

           (3)  Notwithstanding anything in the second sentence of paragraph
           (A)(2) of this By-Law to the contrary, in the event that the number
           of directors to be elected to the Board of Directors of the
           Corporation is increased and there is no public announcement by the
           Corporation naming all of the nominees for director or specifying the
           size of the increased Board of Directors at least 70 days prior to
           the first anniversary of the preceding year's annual meeting, a
           stockholder's notice required by this By-Law shall also be considered
           timely, but only with respect to nominees for any new positions
           created by such increase, if it shall be delivered to the Secretary
           at the principal executive offices of the Corporation not later than
           the close of business on the 10th day following the day on which such
           public announcement is first made by the Corporation.

       B.  Special Meetings of Stockholders.

           Only such business shall be conducted at a special meeting of
           stockholders as shall have been brought before the meeting pursuant
           to the Corporation's notice of meeting. Nominations of persons for
           election to the Board of Directors of the Corporation may be made at
           a special meeting of stockholders (a) by the Board of Directors, on
           behalf of the Board of Directors by any nominating committee
           appointed by the  Board of Directors, or (b) provided that the Board
           of Directors has determined that directors shall be elected at such
           meeting, by any stockholder of the Corporation entitled to vote for
           the election of directors at the meeting. In the event the
           Corporation calls a special meeting of stockholders for the purpose
           of electing one or more directors to the Board of Directors, any such
           stockholder may nominate a person or persons (as the case may be),
           for election to such position(s) as specified in the Corporation's
           notice of meeting, if the stockholder's notice required by paragraph
           (A)(2) of this By-Law shall be

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           delivered to the Secretary at the principal executive offices of the
           Corporation at least 60 days but no more than 90 days prior to such
           special meeting or the 10th day following the day on which public
           announcement is first made of the date of the special meeting and of
           the nominees proposed by the Board of Directors to be elected at such
           meeting. In no event shall the public announcement of an adjournment
           of a special meeting commence a new time period for the giving of a
           stockholder's notice as described above.

       C.  General.

           (1) Only such persons who are nominated in accordance with the
           procedures set forth in the Certificate of Incorporation and this By-
           Law shall be eligible to serve as directors and only such business
           shall be conducted at a meeting of stockholders as shall have been
           brought before the meeting in accordance with the procedures set
           forth in this By-Law. Whenever the language of a proposed resolution
           is included in a written notice of a meeting of stockholders the
           resolution may be adopted at such meeting with only such clarifying
           or other amendments as do not enlarge its original purpose without
           further notice to stockholders not present in person or by proxy.
           Except as otherwise provided by law, the Certificate of Incorporation
           or these By-Laws, the Chairman of the meeting shall have the power
           and duty to determine whether any business proposed to be brought
           before the meeting was made or proposed, as the case may be, in
           accordance with the procedures set forth in this By-Law and, if any
           proposed nomination or business is not in compliance with the
           Certificate of Incorporation or this By-Law, to declare that such
           defective proposal or nomination shall be disregarded.

           (2) For purposes of this By-Law, "public announcement" shall mean
           disclosure in a press release reported by the Dow Jones News Service,
           Associated Press or comparable national news service or in a document
           publicly filed by the Corporation with the Securities and Exchange
           Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.

           (3) Notwithstanding the foregoing provisions of this By-Law, a
           stockholder shall also comply with all applicable requirements of the
           Exchange Act and the rules and regulations thereunder with respect to
           the matters set forth in this By-Law. Nothing in this By-Law shall be
           deemed to affect any rights (i) of stockholders to request inclusion
           of proposals in the Corporation's proxy statement pursuant to Rule
           14a-8 under the Exchange Act or (ii) of the holders of any series of
           Preferred Stock to elect directors under specified circumstances.

Section 11. Required Vote. Except as otherwise required by statute or by the
Certificate of Incorporation, in all matters other than the election of
directors, the affirmative vote of the majority of shares present in person or
represented by proxy at the meeting and entitled to vote on the subject matter
shall decide any question brought before a meeting of the stockholders at which
a quorum is present.

Section 12. Elections of Directors. Elections of directors shall be by ballot,
and, subject to the rights of the holders of any series of Preferred Stock to
elect directors under specified circumstances, a plurality of the votes cast
thereat shall elect directors.

Section 13. Inspectors of Elections; Opening and Closing the Polls. The Board of
Directors by resolution shall appoint one or more inspectors, which inspector or
inspectors may include individuals who serve the Corporation in other
capacities, including, without limitation, as officers, employees, agents or
representatives, to act at the meetings of stockholders and make a written
report thereof. One or more persons may be designated as alternate inspectors to
replace any inspector who fails to act. If no inspector or alternate has been
appointed to act or is able to act at a meeting of stockholders, the Chairman of
the meeting shall appoint one or more inspectors to act at the meeting. Each
inspector, before discharging his or her duties, shall take and sign an oath
faithfully to execute the duties of inspector with strict impartiality and
according to the best of his or her ability. The inspectors shall have

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the duties prescribed by law.

The Chairman of the meeting shall fix and announce at the meeting the date and
time of the opening and the closing of the polls for each matter upon which the
stockholders will vote at a meeting.

                                  ARTICLE III

                              Board of Directors

Section 1. General Powers. The business of the Corporation shall be managed by
the Board of Directors, except as otherwise provided by statute or by the
Certificate of Incorporation.

Section 2. Number. The number of the Directors of the Corporation shall be
fixed from time to time by resolution adopted by the affirmative vote of a
majority of the entire Board of Directors of the Corporation, except that the
minimum number of directors shall be fixed at no less than 15 and the maximum
number of directors shall be fixed at no more than 30. The directors shall be
divided into three classes, designated Class I, Class II and Class III. Each
class shall consist, as nearly equal in number as possible, of one-third of the
total number of directors constituting the entire Board of Directors. At the
1986 annual meeting of stockholders, Class I directors shall be elected for a
one-year term, Class II directors for a two-year term and Class III directors
for a three-year term. At each succeeding annual meeting of stockholders
beginning in 1987, successors of the class of directors whose term expires at
that annual meeting shall be elected for a three-year term. If the number of
directors is changed, any increase or decrease shall be apportioned among the
classes so as to maintain the number of directors in each class as nearly equal
as possible.

Section 3. Election and Term of Office. Except as otherwise provided in these
By-laws, directors shall be elected at the annual meeting of stockholders. Newly
created directorships resulting from any increase in the number of directors and
any vacancies on the Board of Directors resulting from death, resignation,
disqualification, removal or other cause shall be filled by the affirmative vote
of a majority of the remaining directors then in office, even though less than a
quorum, or by a sole remaining director. Any director of any class chosen to
fill a vacancy in such class shall hold office for a term that shall coincide
with the remaining term of that class, but in no case will a decrease in the
number of directors shorten the term of any incumbent director. A director shall
hold office until the annual meeting for the year in which his or her term
expires and until such director's successor shall have been elected and
qualified.

Section 4. First Meetings. The first meeting of each newly elected Board of
Directors shall be held without notice immediately after the annual meeting of
the stockholders for the purpose of the organization of the Board, the election
of officers, and the transaction of such other business as may properly come
before the meeting.

Section 5. Regular Meetings. Regular meetings of the Board of Directors may be
held without notice at such times and at such places, within or without the
State of Delaware, as shall from time to time be determined by the Board.

Section 6. Special Meetings. Special meetings of the Board of Directors may be
called by the Chairman of the Board or the President. Such meetings shall be
held at such times and at such places, within or without the State of Delaware,
as shall be determined by the officer calling the meeting. Notice of any special
meeting of directors shall be given to each director at his business or
residence in writing by hand delivery, first-class or overnight mail or courier
service, telegram or facsimile transmission, or orally by telephone. If mailed
by first-class mail, such notice shall be deemed adequately delivered when
deposited in the United States mails so addressed, with postage thereon prepaid,
at least two (2) days before such meeting. If by telegram, overnight mail or
courier service, such notice shall be deemed adequately delivered when the
telegram is delivered to the telegraph company or the notice is delivered to the
overnight mail or courier service company at least twenty-four (24) hours before
such meeting. If by facsimile transmission, such notice shall be deemed
adequately delivered when the notice is transmitted at least


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twelve (12) hours before such meeting. Such notice need not state the purposes
of the meeting. Any or all directors may waive notice of any meeting, either
before or after the meeting. Attendance of a director at a meeting shall
constitute a waiver of notice of such meeting, except when the director attends
for the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened.

Section 7.  Quorum, Required Vote, and Adjournment.  The presence, at any
meeting, of a majority of the whole Board shall be necessary and sufficient to
constitute a quorum for the transaction of business. Except as otherwise
required by statute or by the Certificate of Incorporation, the vote of a
majority of the directors present at a meeting at which a quorum is present
shall be the act of the Board of Directors. In the absence of a quorum, a
majority of the directors present at the time and place of any meeting may
adjourn such meeting from time to time until a quorum be present.

Section 8.  Consent of Directors in Lieu of Meeting.  Any action required or
permitted to be taken at any meeting of the Board of Directors, or of any
committee thereof, may be taken without a meeting if all the members of the
Board or committee, as the case may be, consent thereto in writing, and the
writing or writings are filed with the minutes of proceedings of the Board or
committee.

Section 9.  Participation in Meetings by Telephone.  A member of the Board or
any committee thereof may participate in a meeting of such Board or committee by
means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other, and
participation in a meeting pursuant to this section shall constitute presence in
person at such meeting.

Section 10.  Compensation.  The Board of Directors may authorize the payment to
directors of a fixed fee and expenses for attendance at meetings of the Board or
any committee thereof, and annual fees for service as directors. No such payment
shall preclude any director from serving the Corporation in any other capacity
and receiving compensation therefor.

                                   ARTICLE IV

                                Board Committees

Section 1.  Designation and Membership.  The Board of Directors may designate
one or more regular and special committees, consisting of directors, officers or
other persons, which shall have and may exercise such powers and functions as
the Board may prescribe in the management of the business and affairs of the
Corporation; provided, however, that no committee shall have power or authority
in reference to the following matters: (a) approving or adopting, or
recommending to the stockholders, any action or matter expressly required by the
Delaware General Corporation Law to be submitted to stockholders for approval or
(b) adopting, amending or repealing any By-Law of the Corporation. Such
committees shall keep regular minutes of their proceedings and report the same
to the Board of Directors when required. The Board of Directors may from time to
time suspend, alter, continue or terminate any such committee or the powers and
functions thereof. The Board of Directors may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of the committee. In the absence or disqualification of a
member of a committee, the member or members thereof present at any meeting and
not disqualified from voting, whether or not such member or members constitutes
a quorum, may unanimously appoint another member of the Board of Directors to
act at the meeting in the place of any such absent or disqualified member.

Section 2.  Executive Committee.  There shall be an Executive Committee, which,
during intervals between regular meetings of the Board of Directors and to the
extent permitted by law, the Certificate of Incorporation and these By-Laws,
shall have and may exercise all the powers of the Board of Directors in the
management of the business and affairs of the Corporation.

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                                   ARTICLE V

                                   Officers

Section 1.  Number, Election, Term of Office and Qualification.  The number,
titles and duties of the officers shall be determined by the Board of Directors
from time to time, subject to the provisions of applicable law, the Certificate
of Incorporation, and these By-Laws. Each officer shall be elected in the manner
prescribed by the Board of Directors and shall hold office until such officer's
successor is elected and qualified or until such officer's death, resignation or
removal. The election of officers shall be held annually at the first meeting of
the Board of Directors held after each annual meeting of stockholders, subject
to the power of the Board of Directors to designate any office at any time and
elect any person thereto. The officers shall include a Chairman of the Board and
a President, and may include one or more Vice Chairmen of the Board, one or more
Vice Presidents, a Secretary, a Treasurer, and such other officers as the Board
of Directors may determine. The same person may hold any two or more offices,
and in any such case, these By-Laws shall be construed and understood
accordingly; provided that the same person may not hold the offices of Chairman
of the Board and Secretary or President and Secretary. No officer other than the
Chairman of the Board, President or Vice Chairman of the Board need be a
director of the Corporation.

Section 2.  Removal.  Any officer or agent may be removed at any time, with or
without cause, by the Board of Directors.

Section 3.  Vacancies.  Any vacancy occurring in any office of the Corporation
may be filled for the unexpired term in the manner prescribed by these By-Laws
for the regular election to such office.

Section 4.  Chief Executive Officer.  The Board of Directors shall designate one
of the officers to be the Chief Executive Officer. Subject to the direction and
under the supervision of the Board of Directors, the Chief Executive Officer
shall have general charge of the business, affairs and property of the
Corporation, and control over its officers, agents and employees.

Section 5.  The Secretary.  The Secretary shall keep the minutes of the
proceedings of the stockholders and of the Board of Directors in one or more
books to be kept for that purpose. The Secretary shall have custody of the seal
of the Corporation, and the Secretary, and any Assistant Secretary, shall have
authority to cause such seal to be affixed to any instrument requiring it and
when so affixed, it may be attested by the signature of the Secretary or
Assistant Secretary. The Secretary shall, in general, perform all duties and
have all powers incident to the office of Secretary and shall perform such other
duties and have such other powers as may from time to time be assigned to the
Secretary by these By-Laws, by the Board of Directors or by the Chief Executive
Officer.

Section 6.  Treasurer.  The Treasurer shall have custody of the corporate funds
and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation. The Treasurer shall cause
all moneys and other valuable effects to be deposited in the name and to the
credit of the Corporation in such depositories as may be designated by the Board
of Directors. The Treasurer shall cause the funds of the Corporation to be
disbursed when such disbursements have been duly authorized, taking proper
vouchers for such disbursements, and shall render to the Chief Executive Officer
and the Board of Directors, whenever requested, an account of all transactions
conducted by the Treasurer for the Corporation and of the financial condition of
the Corporation. The Treasurer shall, in general, perform all duties and have
all powers incident to the office of Treasurer and shall perform such other
duties and have such other powers as may from time to time be assigned to the
Treasurer by these By-Laws, by the Board of Directors or by the Chief Executive
Officer.

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                                  ARTICLE VI

                              Fixing Record Date

In order that the Corporation may determine the stockholders entitled to notice
of or to vote at any meeting of stockholders or any adjournment thereof, or
entitled to receive payment of any dividend or other distribution or allotment
of any rights, or entitled to exercise any rights in respect of any change,
conversion or exchange of stock, or for the purpose of any other lawful action,
the Board of Directors may fix, in advance, a record date, which shall not be
more than sixty days nor less than ten days before the date of such meeting, nor
more than sixty days prior to any other action. If no record date is fixed, the
record date for determining stockholders entitled to notice of or to vote at a
meeting of stockholders shall be at the close of business on the day next
preceding the day on which notice is given, or, if notice is waived, at the
close of business on the day next preceding the day on which the meeting is held
and the record date for determining stockholders for any other purpose shall be
at the close of business on the day on which the Board of Directors adopts the
resolution relating thereto.

A determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the Board of Directors may fix a new record date for the adjourned
meeting.

                                  ARTICLE VII

                    Execution of Documents and Instruments

Section 1.  Execution of Documents and Instruments Generally.  Any officer of
the Corporation and such other persons as may be authorized by the Chairman of
the Board, the President, or any Vice Chairman of the Board from time to time
are severally and respectively authorized to execute documents and to take
actions in the Corporation's name in connection with transactions conducted in
the ordinary course of the Corporation's business. With respect to all other
transactions, all documents, instruments or writings of any nature shall be
signed, executed, verified, acknowledged and delivered by such officer or
officers or such agent or agents of the Corporation and in such manner as the
Board of Directors from time to time may determine.

Section 2.  Checks, Drafts, Etc.  All notes, drafts, acceptances, checks,
endorsements, and all evidence of indebtedness of the Corporation whatsoever,
shall be signed by such officer or officers or such agent or agents of the
Corporation and in such manner as the Board of Directors from time to time may
determine. Endorsements for deposit to the credit of the Corporation in any of
its duly authorized depositories shall be made in such manner as the Board of
Directors from time to time may determine.

Section 3.  Proxies and Consents.  Proxies to vote and written consent with
respect to shares of stock of other corporations owned by or standing in the
name of the Corporation may be executed and delivered from time to time on
behalf of the Corporation by the Chairman, the President, any Vice Chairman, any
Vice President, the Secretary or the Treasurer of the Corporation, or by any
other person or persons duly authorized by the Board of Directors.

                                 ARTICLE VIII

                                 Capital Stock

Section 1.  Stock Certificates.  The interest of every holder of stock in the
Corporation shall be evidenced by a certificate or certificates signed by, or in
the name of the Corporation by the Chairman, President, Vice Chairman or a Vice
President, and by the Secretary or an Assistant Secretary of the Corporation
certifying the number of shares owned by him in the Corporation and in such form
not inconsistent with the Certificate of Incorporation or applicable law as the
Board of Directors may from time to time prescribe. If such certificate is
countersigned (1)

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by a transfer agent, whether or not a subsidiary of the Corporation, other than
the Corporation or its employee, or (2) by a registrar, whether or not a
subsidiary of the Corporation, other than the Corporation or its employee, the
signatures of the officers of the Corporation may be facsimiles. In case any
officer who has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer before such certificate is
issued, it may be issued by the Corporation with the same effect as if he were
such officer at the date of issue.

Section 2.  Transfer of Stock.  Shares of stock of the Corporation shall be
transferred on the books of the Corporation only by the holder of record thereof
or by his attorney duly authorized in writing, upon surrender to the Corporation
of the certificates for such shares endorsed by the appropriate person or
persons, with such evidence of the authenticity of such endorsement, transfer,
authorization and other matters as the Corporation may reasonably require, and
accompanied by all necessary stock transfer tax stamps. In that event it shall
be the duty of the Corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate, and record the transaction on its books.

Section 3.  Rights of Corporation with Respect to Registered Owners.  Prior to
the surrender to the Corporation of the certificates for shares of stock with a
request to record the transfer of such shares, the Corporation may treat the
registered owner as the person entitled to receive dividends, to vote, to
receive notifications, and otherwise to exercise all the rights and powers of an
owner.

Section 4.  Transfer Agents and Registrars.  The Board of Directors may make
such rules and regulations as it may deem expedient concerning the issuance and
transfer of certificates for shares of the stock of the Corporation and may
appoint transfer agents or registrars or both, and may require all certificates
of stock to bear the signature of either or both. Nothing herein shall be
construed to prohibit the Corporation or any subsidiary of it from acting as its
own transfer agent or registrar at any of its offices.

Section 5.  Lost, Destroyed and Stolen Certificates.  Where the owner of a
certificate for shares claims that such certificate has been lost, destroyed or
wrongfully taken, the Corporation shall issue a new certificate in place of the
original certificate if the owner satisfies such reasonable requirements,
including evidence of such loss, destruction, or wrongful taking, as may be
imposed by the Corporation, including but without limitation, the delivery to
the Corporation of an indemnity bond satisfactory to it.

                                  ARTICLE IX

                                INDEMNIFICATION

Section 1.  Contract Right.  The right to indemnification conferred in the
Certificate of Incorporation and this By-Law shall be a contract right and shall
include the right to be paid by the Corporation the expenses incurred in
defending any such proceeding in advance of its final disposition, such advances
to be paid by the Corporation within 20 days after the receipt by the
Corporation of a statement or statements from the claimant requesting such
advance or advances from time to time; provided, however, that the payment of
such expenses incurred by a director or officer in his or her capacity as a
director or officer (and not in any other capacity in which service was or is
rendered by such person while a director or officer, including, without
limitation, service to an employee benefit plan) in advance of the final
disposition of a proceeding, shall be made only upon delivery to the Corporation
of an undertaking by or on behalf of such director or officer, to repay all
amounts so advanced unless it shall ultimately be determined that such director
or officer is entitled to be indemnified under this By-Law or otherwise.

Section 2.  Submission of Claim.  To obtain indemnification under this By-Law, a
claimant shall submit to the Corporation a written request, including therein or
therewith such documentation and information as is reasonably available to the
claimant and is reasonably necessary to determine whether and to what extent the
claimant is entitled to indemnification. In the event the determination of
entitlement to indemnification is to be made by Independent Counsel (as
hereinafter defined) as set forth in the Certificate of Incorporation, the
Independent Counsel shall be selected by the Board of Directors unless there
shall have occurred within two years prior to the date of the

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commencement of the action, suit or proceeding for which indemnification is
claimed a "Change of Control" as defined in the Corporation's Stock Performance
Plan, in which case the Independent Counsel shall be selected by the claimant
unless the claimant shall request that such selection be made by the Board of
Directors. If it is so determined that the claimant is entitled to
indemnification, payment to the claimant shall be made within 10 days after such
determination.

Section 3.  Unpaid Claim.  If a claim under Section 1 of this By-Law is not paid
in full by the Corporation within thirty days after a written claim pursuant to
Section 2 of this By-Law has been received by the Corporation, the claimant may
at any time thereafter bring suit against the Corporation to recover the unpaid
amount of the claim and, if successful in whole or in part, the claimant shall
be entitled to be paid also the expense of prosecuting such claim. It shall be a
defense to any such action (other than an action brought to enforce a claim for
expenses incurred in defending any proceeding in advance of its final
disposition where the required undertaking, if any is required, has been
tendered to the Corporation) that the claimant has not met the standard of
conduct which makes it permissible under the General Corporation Law of the
State of Delaware for the Corporation to indemnify the claimant for the amount
claimed. It shall also be a defense if indemnification is not permissible under
applicable banking statutes or regulations. The burden of proving any such
defense shall be on the Corporation. Neither the failure of the Corporation
(including its Board of Directors, Independent Counsel or stockholders) to have
made a determination prior to the commencement of such action that
indemnification of the claimant is proper in the circumstances because he or she
has met the applicable standard of conduct set forth in the General Corporation
Law of the State of Delaware, nor an actual determination by the Corporation
(including its Board of Directors, Independent Counsel or stockholders) that the
claimant has not met such applicable standard of conduct, shall be a defense to
the action or create a presumption that the claimant has not met the applicable
standard of conduct.

Section 4.  Binding Determination.  If a determination shall have been made
pursuant to Section 2 of this By-Law that the claimant is entitled to
indemnification, the Corporation shall be bound by such determination in any
judicial proceeding commenced pursuant to Section 3 of this By-Law.

Section 5.  Binding Effect on Corporation.  The Corporation shall be precluded
from asserting in any judicial proceeding commenced pursuant to Section 3 of
this By-Law that the procedures and presumptions of this By-Law are not valid,
binding and enforceable and shall stipulate in such proceeding that the
Corporation is bound by all the provisions of this By-Law.

Section 6.  Non-exclusivity.  The right to indemnification and the payment of
expenses incurred in defending a proceeding in advance of its final disposition
conferred in this By-Law shall not be exclusive of any other right which any
person may have or hereafter acquire under any statute, provision of the
Certificate of Incorporation, By-Laws, agreement, vote of stockholders or
Disinterested Directors or otherwise. No repeal or modification of this By-Law
shall in any way diminish or adversely affect the rights of any director,
officer, employee or agent of the Corporation hereunder in respect of any
occurrence or matter arising prior to any such repeal or modification.

Section 7.  Employees and Agents.  The Corporation may, to the extent authorized
from time to time by the Board of Directors, grant rights to indemnification,
and rights to be paid by the Corporation the expenses incurred in defending any
proceeding in advance of its final disposition, to any employee or agent of the
Corporation to the fullest extent of the provisions of this By-Law with respect
to the indemnification and advancement of expenses of directors and officers of
the Corporation.

Section 8.  Validity.  If any provision or provisions of this By-Law shall be
held to be invalid, illegal or unenforceable for any reason whatsoever: (1) the
validity, legality and enforceability of the remaining provisions of this By-Law
(including, without limitation, each portion of any Section of this By-Law
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 (2) to the fullest extent possible, the
provisions of this By-Law (including, without limitation, each such portion of
any Section of this By-Law containing any such provision held to be invalid,
illegal or unenforceable) shall be construed so as to give effect to the intent
manifested

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by the provision held invalid, illegal or unenforceable.

Section 9.  Definitions.  For purposes of this By-Law:

       A.  "Disinterested Director" means a director of the Corporation who is
           not and was not a party to the matter in respect of which
           indemnification is sought by the claimant.

       B.  "Independent Counsel" means a law firm, a member of a law firm, or an
           independent practitioner, that is experienced in matters of
           corporation law and shall include any person who, under the
           applicable standards of professional conduct then prevailing, would
           not have a conflict of interest in representing either the
           Corporation or the claimant in an action to determine the claimant's
           rights under this By-Law.

Section 10.  Notice.  Any notice, request or other communication required or
permitted to be given to the Corporation under this By-Law shall be in writing
and either delivered in person or sent by telecopy, telex, telegram, overnight
mail or courier service, or certified or registered mail, postage prepaid,
return receipt requested, to the Secretary of the Corporation and shall be
effective only upon receipt by the Secretary.

                                   ARTICLE X

                                     Seal

The corporate seal, subject to alteration by the Board of Directors, shall be in
the form of a circle and shall bear the name of the Corporation and the year of
its incorporation and shall indicate its formation under the laws of the State
of Delaware. Such seal may be used by causing it or a facsimile thereof to be
impressed or affixed or in any other manner reproduced.

                                  ARTICLE XI

                                  Fiscal Year

The fiscal year of the Corporation shall be the calendar year except as
otherwise provided by the Board of Directors.

                                  ARTICLE XII

                                  Amendments

The By-Laws of the Corporation may be amended or repealed, or new By-Laws not
inconsistent with law or any provision of the Certificate of Incorporation, as
amended, may be made and adopted by a majority vote of the whole Board of
Directors at any regular or special meeting of the Board.

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