<PAGE>
 
                                                                     EXHIBIT 3.b
                                                                     -----------



                        BANKAMERICA CORPORATION BYLAWS





                                                     LAST AMENDED: March 3, 1997
<PAGE>
 
                                     INDEX
                        BANKAMERICA CORPORATION BY-LAWS
<TABLE>
<CAPTION>
 
                                         ARTICLE    SECTION   PAGE
<S>                                      <C>        <C>       <C>
 
Amendments..............................       XI      3       30
Capital Stock-Certificates of Stock.....      VII              24
   Certificates.........................      VII      1       24
   Dividends............................      VII      6       25
   Lost, Stolen, Mutilated or                                               
   Destroyed Certificates...............      VII      2       24
   Fixing Record Date...................      VII      4       25
   Registered Shareholders..............      VII      5       25
   Transfers of Stock...................      VII      3       25
Committees..............................        V              15
   Action By Written Consent............        V      9       21
   Auditing and Examining Committee.....        V      3       16
   Delegation of Authority..............        V      12      21
   Executive Committee..................        V      1       15
   Executive Personnel and                                     
   Compensation Committee...............        V      4       18
   Meeting Requirements.................        V      8       20
   Nominating Committee.................        V      5       19
   Operating Policy Committee...........        V      2       16
   Other Committees.....................        V      7       20
   Public Policy Committee..............        V      6       19
   Reports to the Board.................        V      13      22
   Subcommittees........................        V      11      21
   Telephone Participation in Meetings..        V      10      21
Directors...............................      III              13
   Advisory.............................      III      6       13
   Compensation of Directors............      III      5       13
   General Powers.......................      III      4       13
   Number, Election and Term............      III      1       13
   Resignations.........................      III      3       13
   Vacancies and Newly Created                          
    Directorships.......................      III      2       13
Emergency...............................        X              28
   Application..........................        X      1       28
   Authority............................        X      5       29
   Conduct of Business..................        X      3       28
   Effect on By-laws....................        X      7       29
   Meetings of Board or Committee.......        X      2       28
   No Liability.........................        X      6       29
   Succession...........................        X      4       28
   Termination of Emergency.............        X      8       29
Fiscal Year.............................       XI      1       29
Indemnification.........................     VIII              26
   Insurance............................     VIII      4       27
   Non-Exclusivity of Rights............     VIII      3       27
   Right to Indemnification.............     VIII      1       26
   Right of Claimant to Bring Suit......     VIII      2       26
Meetings of the Board of Directors......       IV              14
   Action by Written Consent............       IV      6       14
</TABLE>                              
       
                                     -iii-
<PAGE>
 
                                     INDEX
                        BANKAMERICA CORPORATION BY-LAWS
<TABLE>                                      
<CAPTION>

                                         ARTICLE    SECTION   PAGE
<S>                                      <C>        <C>       <C>
 
Meetings of the Board of Directors (Cont.)..   IV
   Emergency................................    X              28
   Organizational Meeting...................   IV      2       14
   Place of Meetings........................   IV      1       14
   Quorum...................................   IV      5       14
   Regular Meetings.........................   IV      3       14
   Special Meetings.........................   IV      4       14
   Telephone Participation in Meetings......   IV      7       15
Meetings of Shareholders....................   II              9
   Annual Meeting...........................   II      2       9
   Business.................................   II      7       10
   Judges of Election.......................   II      11      11
   Notice of Annual Meeting.................   II      3       9
   Notice of Shareholder Business at
   Annual Meeting.........................     II      12      11
   Notice of Shareholder Nominees...........   II      13      12
   Notice of Special Meetings...............   II      6       10
   Organization.............................   II      9       10
   Place of Meetings........................   II      1       9
   Quorum and Adjournment...................   II      8       10
   Shareholders List........................   II      4       9
   Special Meetings.........................   II      5       10
   Voting of Shareholders...................   II      10      11
Miscellaneous...............................   XI              29
   Amendments...............................   XI      3       30
   Fiscal Year..............................   XI      1       29
   Seal.....................................   XI      2       29
Notices.....................................   IX              27
   Form of Notices..........................   IX      1       27
   Waiver of Notice.........................   IX      2       27
Officers....................................   VI              22
   Appointment, Term of Office..............   VI      2       22
   Authority, Duties, Fidelity Bond.........   VI      4       23
   Chairman of the Board....................   VI      5       23
   Chief Executive Officer..................   VI      11      24
   Chief Financial Officer..................   VI      13      24
   Chief Operating Officer..................   VI      12      24
   Compensation.............................   VI      3       22
   Number and Titles........................   VI      1       22
   President................................   VI      7       23
   Secretary................................   VI      10      24
   Vice Chairmen............................   VI      8       23
   Vice Chairmen of the Board...............   VI      6       23
   Vice Presidents..........................   VI      9       23
Offices.....................................    I              9
   Other Offices............................    I      2       9
   Registered Office........................    I      1       9
Seal........................................   XI      2       29
 
</TABLE>
                                      -iv-
<PAGE>
 
                                     INDEX
                        BANKAMERICA CORPORATION BY-LAWS

<TABLE> 
<CAPTION> 
                                         ARTICLE    SECTION   PAGE
<S>                                      <C>        <C>       <C> 

Shareholders...........................        II              9
    See:  Meetings of Shareholders

</TABLE> 

                                      -v-
<PAGE>
 
                            BANKAMERICA CORPORATION
                                    BY-LAWS



                                   ARTICLE I
                                    OFFICES


          Section 1.  REGISTERED OFFICE.  The registered office shall be in the
City of Wilmington, County of New Castle, State of Delaware.

          Section 2.  OTHER OFFICES.  The Corporation may also have offices  at
such other places both within and without the State of Delaware as the Board of
Directors may from time to time determine or the business of the Corporation may
require.


                                  ARTICLE II
                           MEETINGS OF SHAREHOLDERS


          Section 1.  PLACE OF MEETINGS.  All annual meetings of the
shareholders shall be held in the City and County of San Francisco, State of
California, at such place as may be fixed from time to time by the Board of
Directors, or at such other place either within or without the State of Delaware
as shall be designated from time to time by the Board of Directors and stated in
the notice of the meeting.  Special meetings of shareholders may be held at such
time and place, within or without the State of Delaware, as shall be stated in
the notice of the meeting or in a duly executed waiver of notice thereof.

          Section 2.  ANNUAL MEETING.  Annual meetings of shareholders for the
election of Directors and the transaction of such other business as may be
properly brought before the meeting shall be held in March, April or May of each
year on such business day and at such time as shall be designated from time to
time by the Board of Directors and stated in the notice of the meeting.

          Section 3.  NOTICE OF ANNUAL MEETING.  Written notice of the annual
meeting stating the place, date and hour of the meeting shall be given to each
shareholder entitled to vote at such meeting not less than ten nor more than
sixty days before the date of the meeting.

          Section 4.  SHAREHOLDERS LIST.  The officer who has charge of the
stock ledger of the Corporation shall prepare and make, at least ten days before
every meeting of shareholders, a complete list of the shareholders entitled to
vote at the meeting, arranged in alphabetical order, and showing the address of
each shareholder and the number of shares registered in the name of each
shareholder.  Such list shall be open to the examination of any

104467.03

                                      -9-
<PAGE>
 
shareholder, 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
shareholder who is present.

          Section 5.  SPECIAL MEETINGS.  Special meetings of the shareholders,
for any purpose or purposes, unless otherwise prescribed by statute or by the
Certificate of Incorporation, may be called by the Chairman of the Board or the
President and shall be called by the Chairman of the Board or the President or
Secretary at the request in writing of a majority of the Board of Directors, or
at the request in writing of shareholders owning a majority in amount of the
entire capital stock of the Corporation issued and outstanding and entitled to
vote.  Such request shall state the purpose or purposes of the proposed meeting.

          Section 6.  NOTICE OF SPECIAL MEETINGS.  Written notice of a special
meeting stating the place, date and hour of the meeting and the purpose or
purposes for which the meeting is called, shall be given not less than ten nor
more than fifty days before the date of the meeting, to each shareholder
entitled to vote at such meeting.

          Section 7.  BUSINESS.  Business transacted at any special meeting of
shareholders shall be limited to the purposes stated in the notice.

          Section 8.  QUORUM AND ADJOURNMENT.  The holders of a majority of the
stock issued and outstanding and entitled to vote thereat, present in person or
represented by proxy, shall constitute a quorum at all meetings of the
shareholders for the transaction of business except as otherwise provided by
statute or by the Certificate of Incorporation.  If, however, such quorum shall
not be present or represented at any meeting of the shareholders, the
shareholders entitled to vote thereat, present in person or represented by
proxy, shall have power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present or
represented.  At such adjourned meeting at which a quorum shall be present or
represented any business may be transacted which might have been transacted at
the meeting as originally notified.  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 shareholder of
record entitled to vote at the meeting.

          Section 9.  ORGANIZATION.  At every meeting of the shareholders the
Chairman of the Board shall preside.  In the absence of such officer, any other
officer of the rank of President, Vice Chairman of the Board, Vice Chairman,
Executive Vice President or Senior Vice President present shall call such
meeting to order and preside.  The Secretary, or inhis or her absence, the
appointee of the presiding officer of the meeting shall act as Secretary of the
meeting.

104467.03

                                      -10-
<PAGE>
 
          Section 10.  VOTING OF SHAREHOLDERS.  When a quorum is present or
represented at any meeting, the vote of the holders of a majority of the stock
having voting power present in person or represented by proxy shall decide any
question brought before such meeting, unless the question is one upon which by
express provision of statute or of the Certificate of Incorporation a different
vote is required in which case such express provision shall govern and control
the decision of such question.

          Each shareholder shall at every meeting of the shareholders be
entitled to one vote in person or by proxy for each share of the capital stock
having voting power held by such shareholder, but no proxy shall be voted on
after three years from its date, unless the proxy provides for a longer period.

          Section 11.  JUDGES OF ELECTION.  The Board of Directors may at any
time appoint one or more persons to serve as judges of election at any meeting
of shareholders with respect to the votes of shareholders at such meeting.  If
any judge appointed is absent or refuses to act, a majority of the judges, if
present, may act.  If a majority of the judges is not present, the presiding
officer of the meeting may appoint one or more persons to serve as judges for
the meeting.  The judges appointed to act at any meeting of the shareholders
shall perform their duties faithfully and impartially, and shall notify the
Secretary of the Corporation in writing of the votes cast at such meeting by the
shareholders.

          Section 12.  NOTICE OF SHAREHOLDER BUSINESS AT ANNUAL MEETING.  At an
annual meeting of the shareholders only such business shall be conducted as
shall have been brought before the meeting (a) by or at the direction of the
Board of Directors or (b) by any shareholder of the Corporation entitled to vote
at the meeting who complies with the notice procedures set forth in this
Section.  For business to be properly brought before an annual meeting by a
shareholder, the shareholder must have given timely notice thereof in writing to
the Secretary of the Corporation.  To be timely, a shareholder's notice must be
delivered to or mailed and received at the principal executive offices of the
Corporation not less than thirty days nor more than sixty days prior to the
meeting; provided, however, that if less than forty days' notice of the date of
         --------  -------                                                     
the meeting is given to shareholders, notice by the shareholder to be timely
must be received not later than the close of business on the tenth day following
the day on which such notice of the date of the annual meeting was mailed.  A
shareholder's notice to the Secretary shall set forth as to each matter the
shareholder proposes to bring before the annual meeting (a) a brief description
of the business desired to be brought before the annual meeting and the reasons
for conducting such business at the annual meeting, (b) the name and address, as
they appear on the Corporation's books, of the shareholder proposing such
business, (c) the class and number of shares of the Corporation's stock which
are owned by the shareholder and (d) any material interest of the shareholder in
such business.  Notwithstanding anything in these By-laws to the contrary, no
business shall be conducted at an annual meeting except in accordance with the
procedures set forth in this Section.  The Chairman of an annual meeting shall,
if the facts warrant, determine and declare to the meeting that any business
proposed at the meeting

104467.03

                                      -11-
<PAGE>
 
was not properly brought before the meeting in accordance with the provisions of
this Section, and if he or she should so determine, he or she shall so declare
to the meeting and any such business shall not be transacted.

          Section 13.  NOTICE OF SHAREHOLDER NOMINEES.  Only persons who are
nominated in accordance with the procedures set forth in this Section shall be
eligible for election as Directors.  Nominations of persons for election to the
Board of Directors of the Corporation may be made at a meeting of shareholders
(a) by or at the direction of the Board of Directors or (b) by any shareholder
of the Corporation entitled to vote for the election of Directors at the meeting
who has complied with the notice procedures set forth in this Section.  Such
nominations, other than those made by or at the direction of the Board of
Directors, shall be made pursuant to timely notice in writing to the Secretary
of the Corporation.  To be timely, a shareholder's notice shall be delivered to
or mailed and received at the principal executive offices of the Corporation not
less than thirty days nor more than sixty days prior to the meeting; provided,
                                                                     -------- 
however, that if less than forty days' notice of the date of the meeting is
-------                                                                    
given to shareholders, notice by the shareholder to be timely must be so
received not later than the close of business on the tenth day following the day
on which the notice of the date of the meeting was mailed.  A shareholder's
notice shall set forth (a) as to each person whom the shareholder proposes to
nominate for election or re-election as a Director, all information relating to
such person that is required to be disclosed in solicitations of proxies for
election of directors pursuant to Regulation 14A under the Securities Exchange
Act of 1934, as amended (including such person's written consent to being named
in the Corporation's proxy statement as a nominee if nominated by the Board of
Directors and to serving as a Director if elected); and (b) as to the
shareholder giving the notice (i) the name and address, as they appear on the
Corporation's books, of such shareholder and (ii) the class and number of shares
of the Corporation's stock which are owned by such shareholder; provided,
                                                                ---------
however, that compliance by a shareholder with the notice provisions and other
-------                                                                       
requirements in this Section shall not create a duty of the Corporation to
include the shareholder's nominee in the Corporation's proxy statement or proxy
if the shareholder's nominee is not nominated by the Board of Directors, and the
Corporation shall retain any discretion it has to omit the nominee from the
Corporation's proxy statement and proxy.  At the request of the Board of
Directors, any person nominated by the Board of Directors for election as a
Director shall furnish to the Secretary of the Corporation that information
required to be set forth in a shareholder's notice of nomination which pertains
to the nominee.  No person shall be eligible for election as a Director of the
Corporation unless nominated in accordance with the procedures set forth in this
Section.  The Chairman of the meeting shall, if the facts warrant, determine and
declare to the meeting that a nomination made at the meeting was not made in
accordance with the provisions of this Section or with law or rules applicable
to the meeting, and if he or she should so determine, he or she shall so declare
to the meeting and the nomination shall be disregarded.

104467.03

                                      -12-
<PAGE>
 
                                  ARTICLE III
                                   DIRECTORS


          Section 1.  NUMBER, ELECTION AND TERM.  The number of Directors which
shall constitute the whole Board shall be not less than three or more than
thirty-five.  The first Board shall consist of three Directors.  Thereafter,
within the limits above specified, the number of Directors shall be determined
by resolution of the Board of Directors or by the shareholders at the annual
meeting.  The Directors shall be elected at the annual meeting of the
shareholders, except as provided in Section 2 of this Article III, and each
Director elected shall hold office until his or her successor is elected and
qualified or until his  or her earlier resignation or removal.  Directors need
not be shareholders.

          Section 2.  VACANCIES AND NEWLY CREATED DIRECTORSHIPS.  Vacancies and
newly created directorships resulting from any increase in the authorized number
of Directors may be filled by a majority of the Directors then in office, though
less than a quorum, or by a sole remaining Director, and the Directors so chosen
shall hold office until the next annual election and until their successors are
duly elected and shall qualify or until their earlier resignations or removals.
If there are no Directors in office, then an election of Directors may be held
in the manner provided by statute.

          Section 3.  RESIGNATIONS.  Any Director of the Corporation may resign
at any time by giving written notice to the Chairman of the Board or President
or to the Secretary of the Corporation.  The resignation of any Director shall
take effect at the date of receipt of such notice or at any later date specified
therein; and unless otherwise specified therein the acceptance of such
resignation by the Board of Directors shall not be necessary to make it
effective.

          Section 4.  GENERAL POWERS.  The business of the Corporation shall be
managed by or under the direction of its Board of Directors which may exercise
all such powers of the Corporation and do all such lawful acts and things as are
not by statute or by the Certificate of Incorporation or by these By-laws
directed or required to be exercised or done by the shareholders.

          Section 5.  COMPENSATION OF DIRECTORS.  Fees and expenses payable to
Directors shall be in such amounts as shall be determined by the Board of
Directors, except that no Director of the Corporation who receives any salary as
an officer or employee thereof shall receive any per diem or other compensation
for attending any meeting of the Board of Directors or of the Executive
Committee or of any other committee.

          Section 6.  ADVISORY DIRECTORS.  The Board of Directors may appoint
such number of Advisory Directors as shall be determined by the Board from time
to time. Such Advisory Directors shall serve at the pleasure of the Board of
Directors and shall have such rights and functions as the Board shall determine.
Advisory Directors shall receive such compensation for their

104467.03

                                      -13-
<PAGE>
 
services as may be fixed by the Board.  No Advisory Director who receives a
salary as an officer or employee of the Corporation or any of its subsidiaries
shall receive compensation for attending any meeting of the Board of Directors
or of any committee of the Board.



                                  ARTICLE IV
                      MEETINGS OF THE BOARD OF DIRECTORS


          Section 1.  PLACE OF MEETINGS.  The Board of Directors of the
Corporation may hold meetings, both regular and special, either within or
without the State of Delaware.

          Section 2.  ORGANIZATIONAL MEETING.  The Board of Directors shall meet
for the purpose of organization, the election of officers and the transaction of
other business, on the same day as each annual meeting of shareholders at such
place as may be designated by the presiding officer of such meeting, or as may
be otherwise provided by vote of the shareholders at such meeting.  Notice of
such meeting shall not be necessary.

          Section 3.  REGULAR MEETINGS.  Regular meetings of the Board of
Directors may be held without notice at such time and at such place as shall
from time to time be determined by the Board.

          Section 4.  SPECIAL MEETINGS.  Special meetings of the Board may be
called by the Chairman of the Board or a Vice Chairman of the Board or the
President on two days' notice to each Director, either personally or by mail or
by telegram; special meetings shall be called by the Chairman of the Board or a
Vice Chairman of the Board or the President or the Secretary in like manner and
on like notice on the written request of any three Directors.

          Section 5.  QUORUM.  At all meetings of the Board a majority of the
Directors shall constitute a quorum for the transaction of business and the act
of a majority of the Directors present at any meeting at which there is a quorum
shall be the act of the Board of Directors, except as may be otherwise
specifically provided by statute or by the Certificate of Incorporation.  If a
quorum shall not be present at any meeting of the Board of Directors the
Directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.

          Section 6. ACTION BY WRITTEN CONSENT. Unless otherwise restricted by
the Certificate of Incorporation or these By-laws, 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 members of the Board or
committee, as the case may be, consent thereto in writing. The written consents
shall be filed with the minutes of proceedings of the Board or committee.

104467.03

                                      -14-
<PAGE>
 
          Section 7.  TELEPHONE PARTICIPATION IN MEETINGS.  Members of the Board
of Directors or any committees thereof may participate in a meeting of the Board
of Directors or of such committees by means of conference telephone or other
communications equipment by means of which all persons participating can hear
each other, and such participation shall constitute presence in person at such
meeting.



                                   ARTICLE V
                                  COMMITTEES


      Section 1.  EXECUTIVE COMMITTEE.  During the intervals between meetings of
the Board, all powers and authority of the Board regarding the management of the
business and affairs of the Corporation shall be exercised by the Executive
Committee of the Board; except that the committee shall have no power:

      (a)  To amend the Certificate of Incorporation (except that the committee
           may, to the extent authorized in a resolution adopted by the Board
           providing for the issuance of shares of stock, fix the designations
           and any of the preferences or rights of such shares relating to
           dividends, redemption, dissolution, any distribution of assets of the
           Corporation or the conversion into, or the exchange of such shares
           for, shares of any other class or classes or any other series of the
           same or any other class or classes of stock of the Corporation or fix
           the number of shares of any series of stock or authorize the increase
           or decrease of the shares of any series).

      (b)  To amend the By-laws of the Corporation.

      (c)  To recommend to the shareholders of the Corporation the sale, lease
           or exchange of all or substantially all of the Corporation's property
           and assets.

      (d)  To adopt an agreement of merger or consolidation.

      (e)  To recommend to the shareholders of the Corporation the dissolution
           of the Corporation or a revocation of a dissolution.

      (f)  To declare a dividend.

      (g)  To authorize the issuance of stock, except that the committee shall
           have the power to authorize the issuance of common stock of the
           Corporation in one transaction or a series of related transactions
           (including, without limitation, pursuant to a shelf registration),
           provided that the number of shares of common stock so authorized
           shall not exceed 5% of the number of shares of common stock issued
           and outstanding immediately before such

104467.03

                                      -15-
<PAGE>
 
           authorization.

      (h)  To appoint or remove the Chairman of the Board or the President of
           the Corporation.

      The committee shall consist of such Directors as the Board may from time
to time appoint by resolution passed by a majority of the whole Board.

      The committee shall have the power and authority to adopt a certificate of
ownership and merger in connection with the merger of a parent and one or more
subsidiary corporations.

      Section 2.  OPERATING POLICY COMMITTEE.  During intervals between meetings
of the Executive Committee, the Operating Policy Committee shall exercise the
power and authority of the Executive Committee to the extent permitted by law
and subject to the final sentence of this Section 2.  The Operating Policy
Committee shall consist of such Directors or officers as the Board may from time
to time appoint by resolution passed by a majority of the whole Board.  The
Operating Policy Committee shall be subject to the limitations on delegation of
authority set forth in Section 12 of this Article V and such limits as the Board
may establish from time to time by resolution.

      Section 3.  AUDITING AND EXAMINING COMMITTEE.  The Auditing and Examining
Committee shall provide assistance to the Board in meeting its responsibilities
regarding the adequacy of internal controls, the quality and integrity of
regulatory and financial accounting and reporting and the effectiveness of the
internal and external auditing and examining functions of the Corporation and
its subsidiaries.

      In carrying out its duties the committee shall:

 .     monitor areas of significant risk, including credit risk, market risk,
      liquidity risk, cross border risk, operational risk, and compliance;

 .     monitor the adequacy of the Corporation's internal controls through
      reviewing reports of regulatory examinations of the Corporation,
      management letters, and other assessments of the adequacy of internal
      controls from the independent accountants and internal auditors, together
      with any proposed responses by management of the Corporation;

 .     review the Corporation's annual report and other principal periodic
      financial reports to the public and reports to the regulatory agencies
      (including the adequacy of any of the foregoing reports' supporting
      processes), in all cases to the extent deemed appropriate by the
      committee;

 .     review significant accounting policy and reporting issues;

 .     recommend to the Board the firm to be employed by the Corporation as its
      independent auditors, and review and make recommendations to the Board
      regarding the terms and scope of such firm's engagement, and

104467.03

                                      -16-
<PAGE>
 
      monitor its performance and independence;

 .     annually review and approve the scope of the auditing and credit
      examination functions of the Corporation and monitor their performance;

 .     review with the Chief Executive Officer any performance reports and
      compensation recommendations to be made to the Executive Personnel and
      Compensation Committee for the General Auditor and the Director of Credit
      Examination Services;

 .     review and take such other actions as may be appropriate with respect to
      reports and other requirements under the Federal Deposit Insurance
      Corporation Improvement Act of 1991;

 .     inquire into such matters and review such reports and other documents
      regarding subsidiaries as it deems appropriate;

 .     take such action as the committee deems appropriate to encourage free and
      open communication among the Board, the committee, the independent
      auditors and the officers of the Corporation responsible for internal
      audit, credit examination, regulatory/financial accounting and reporting,
      and internal controls, including the scheduling of periodic executive
      sessions with the independent auditors and members of management deemed
      appropriate by the committee.

      The committee shall also provide assistance to the Board with respect to
the fiduciary activities of subsidiaries.  The committee shall:

 .     review reports of examination of the fiduciary activities of any
      subsidiary which has been directed to the committee by the Board or by
      regulatory authorities;

 .     monitor the internal fiduciary audit function and its findings for
      subsidiaries;

 .     review reports from the Corporation's independent auditors with respect
      to fiduciary activities of subsidiaries;

 .     have authority to make recommendations to the Board with respect to
      fiduciary activities of subsidiaries as a result of audit and examination
      reviews;

      The committee shall also provide assistance to the Board in meeting its
fiduciary responsibilities with respect to the employee benefit plans of the
Corporation subject to the Employee Retirement Income Security Act of 1974, as
amended (ERISA).  In carrying out its duties the committee shall:

 .     review the performance of the Employee Benefits Administrative Committee
      and the Employee Benefits Investment Committee and any other fiduciary
      appointed by the Board for the Corporation's employee

104467.03

                                      -17-
<PAGE>
 
      benefit plans subject to ERISA and review audit reports on such plans;

      The committee may employ, at the Corporation's expense, independent
accountants, outside counsel and other experts as it deems necessary, and shall
have all additional powers necessary to carry out the foregoing functions and
such other functions as may be assigned by the Board from time to time.

      The committee shall consist of such members as the Board may from time to
time appoint by resolution passed by a majority of the whole Board.  At least
two members of the committee shall have significant executive, professional,
educational, or regulatory experience in financial, auditing, accounting, or
banking matters as shall be determined by the Board.

      No member of the committee shall be, or shall have been within one year
prior to serving as a member of the committee, an officer or employee of the
Corporation or any of its subsidiaries or affiliates, and no member shall have
any relationship that, in the opinion of the Board, would interfere with the
member's exercise of independent judgment as a member of the committee,
including any significant direct or indirect credit or other relationships with
the Corporation or its subsidiaries, the termination of which likely would
materially and adversely affect the Corporation's financial condition or results
of operations.

      Section 4.  EXECUTIVE PERSONNEL AND COMPENSATION COMMITTEE.
The Executive Personnel and Compensation Committee shall have responsibility
for, and shall review and approve, the compensation, including salary and
perquisites, of the Corporation's executive officers, as designated for Federal
securities law purposes by the Board from time to time, and such other members
of the senior management of the Corporation as determined by the committee from
time to time by resolution.  The committee shall also make recommendations to
the Corporation's subsidiaries as to the compensation of such members of senior
management of the subsidiaries as determined by the committee from time to time
by resolution.

      The committee shall also have responsibility for the administration of the
Corporation's short-term and long-term incentive plans and deferred compensation
programs established for the Executive Officers and other senior management of
the Corporation and its subsidiaries (incentive plans).  The Committee shall
approve or review the designation of participants in incentive plans, the
principles and procedures used in determining grants and awards under the plans,
and with respect to grants or awards of the Company's equity securities, the
specific grants and awards within such categories of recipients as designated by
the committee from time to time by resolution.  The committee shall also
recommend to the full Board such amendments or revisions to incentive plans, and
shall take such other actions with respect to incentive plans, as deemed
appropriate by the committee.

      The committee shall also advise management regarding executive succession
planning and the selection, development and performance of the

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Executive Officers and other senior management of the Corporation and its
subsidiaries as determined by the committee from time to time.

      The committee shall have all additional powers necessary to carry out its
responsibilities and such other duties as may be assigned by the Board from time
to time.

      The committee shall consist of such Directors as the Board may from time
to time appoint by resolution passed by a majority of the whole Board.

      No member of the committee shall be an active officer of the Corporation
or any of its subsidiaries, and no member shall have any relationship that, in
the opinion of the Board, would interfere with the member's exercise of
independent judgment as a member of the committee.

      Section 5.  NOMINATING COMMITTEE.  The Nominating Committee shall
recommend to the Board criteria for the selection of candidates to serve on the
Board; evaluate all proposed candidates; recommend to the Board nominees to fill
vacancies on the Board; and recommend to the Board prior to the annual meeting
of shareholders a slate of nominees for election to the Board by the
shareholders of the Corporation at the annual meeting.

      The committee may also review and make recommendations to the Executive
Committee or the Board with respect to the Corporation's overall compensation
program for Directors, including salary, perquisites, deferred compensation
plans, stock or stock option plans or other incentive plans, and retirement
plans.

      In carrying out its duties, the committee shall seek  possible candidates
for the Board and otherwise aid in attracting qualified candidates to the Board.
The committee shall be available to the Chairman of the Board and the Chief
executive Officer and other members of the Board for consultation concerning
candidates for the Board.  The committee shall periodically review, assess and
make recommendations to the Board with regard to the size and composition of the
Board.  The committee shall have all additional powers necessary to carry out
its responsibilities and such other duties as may be assigned by the Board from
time to time.

      The committee shall consist of such Directors as the Board may from time
to time appoint by resolution passed by a majority of the whole Board.

      No member of the committee shall be an active officer of the Corporation
or any of its subsidiaries and no member shall have any relationship that, in
the opinion of the Board, would interfere with the member's exercise of
independent judgment as a member of the committee.

      Section 6.  PUBLIC POLICY COMMITTEE.  The Public Policy committee shall
advise and make recommendations to the Board and management of the Corporation
and its subsidiaries concerning matters of public and social policy.  The
committee shall identify and monitor the social, political and environmental
trends and issues that could affect the corporation's or its

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subsidiaries' performance and the related interests of employees, shareholders,
customers, and the general public; evaluate and advise the Board and management
on long range plans and programs for adjusting operations to those trends and
issues; provide Community Reinvestment Act (CRA) oversight to ensure that the
CRA activities of all banking subsidiaries of the Corporation reflect the
Corporation's commitment to outstanding performance; and recommend to the Board
and management, as appropriate, action on specific public policy issues, and
advise the Board and management as to the committee's evaluation of related
policies, practices and procedures.

      The committee shall have all additional powers necessary to carry out its
responsibilities and such other duties as may be assigned by the Board from time
to time.

      The committee shall consist of such Directors as the Board may from time
to time appoint by resolution passed by a majority of the whole Board.

      Section 7.  OTHER COMMITTEES.   The Board may designate one or more other
committees, each committee to consist of one or more members as the Board
determines.  The Board may designate one or more persons as alternate members of
any such committee who may replace any absent or disqualified member at any
meeting of the committee.  Any such committee shall have and may exercise such
powers as may be specified in the resolution creating such committee, including,
to the extent authorized in a resolution adopted by the Board providing for the
issuance of shares of stock, the power to fix the designations and any of the
preferences or rights of such shares relating to dividends, redemption,
dissolution, any distribution of assets of the Corporation or the conversion
into, or the exchange of such shares for, shares of any other class or classes
or any other series of the same or any other class or classes of stock of the
Corporation or fix the number of shares of any series of stock or authorize the
increase or decrease of the shares of any series.  Each committee shall have
such name as may be determined from time to time by the Board.  The Board may
change the members of any committee, fill vacancies and discharge any committee,
with or without cause, at any time.

      Section 8.  MEETING REQUIREMENTS.  The Board shall designate one member of
each committee to serve as chairman of the committee.  Except as otherwise
stated in these By-laws or a resolution of the Board, a number equal to a
majority of the members of a committee shall be deemed to constitute a quorum
for actions of the committee.  If a quorum is not present at any meeting of a
committee, the committee members present may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present.  Except as otherwise stated in these By-laws or in a
resolution of the Board, the vote of a majority of the members of a committee
present at a meeting at which a quorum is present shall be necessary for action
to be taken by the committee, and each committee shall hold regular and special
meetings at times and places and upon notice as the committee may determine.  In
the absence of any other notice requirements, meetings of a committee may be
called by the chairman of the committee or the Secretary, and must be called by
the chairman of the committee or the Secretary upon the request of any two
members of the committee, on at least 24 hours' notice to

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each committee member before the hour appointed for holding such meeting.
Notice shall be given personally, or by leaving the notice at the member's place
of business or residence, or by mailing the notice in San Francisco or Los
Angeles, with the postage thereon fully prepaid, addressed to the member at his
or her last known place of business or residence, or by telegraphing or
telecopying the notice to the member at his or her last known place of business
or residence.  The method of notice of a special meeting shall be entered in the
minutes of the special meeting, and the approval of the minutes at any
subsequent meeting of the committee shall be conclusive upon the question of
service.  Personal notice includes telephone notice to the individual.

      Section 9.  ACTION BY WRITTEN CONSENT.  Unless otherwise restricted by
these By-laws, any action required or permitted to be taken at any meeting of
any committee may be taken without a meeting, if all members of the committee
consent to the action in writing.  The written consents shall be filed in the
minute book of the committee.

      Section 10.  TELEPHONE PARTICIPATION IN MEETINGS.  Members of a committee
may participate in a meeting of the committee by means of conference telephone
or other communications equipment by means of which all persons participating
can hear each other, and such participation shall constitute presence in person
at the meeting.

      Section 11.  SUBCOMMITTEES.  The provisions of this Section 11 with
respect to subcommittees shall be effective only to the extent permitted by
Delaware law.  Subject to the foregoing, and except as otherwise stated in these
By-laws or a resolution of the Board, each committee may appoint and discharge
subcommittees and may delegate to such subcommittees any of the power and
authority of the committee, subject to such restrictions as the committee may
determine.  The committee may authorize such subcommittees to appoint their own
subcommittees and to delegate any of their power and authority.  Each
subcommittee shall have such members as the committee shall appoint, provided
that at least one member of the committee shall be a member of the subcommittee.
The name of each subcommittee shall be determined by the committee or
subcommittee which appoints it.  Each committee and subcommittee may designate
one or more Directors or officers as alternate members of any subcommittee, who
may replace any specified or unspecified member who is absent or disqualified at
any meeting of the subcommittee.  Each subcommittee shall be subject to the same
procedural requirements as the committee or subcommittee which appointed it,
including but not limited to the requirements set forth in this Article V for
notices, quorums, action by written consent, and telephone participation in
meetings.  Each subcommittee shall report its actions at the next practicable
meeting of the committee or subcommittee for its review and any action it deems
appropriate.

      Section 12.  DELEGATION OF AUTHORITY.  The Board of Directors and each
committee and subcommittee may delegate authority to officers and employees of
the Corporation, to the fullest extent permitted by law and subject to any
restrictions and limitations the Board of Directors, the committee, or the
subcommittee, as the case may be, deems appropriate.  This power shall include

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                                      -21-
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delegation to committees or subcommittees whose members may include officers of
the Corporation, provided however, that discretion reserved under Delaware law
to the Board of Directors or a committee established by the Board of Directors
may be exercised only by the Board of Directors or a Board committee established
by a majority of the whole Board of Directors.

      Section 13.  REPORTS TO THE BOARD.  Except as otherwise stated in these
By-laws or a resolution of the Board, each committee shall keep minutes of its
proceedings and shall report its actions and, at least on a quarterly basis, the
actions of its subcommittees at the next practicable Board meeting for its
review and any action it deems appropriate.  Any action of the Board with
respect to the report shall be recorded in the minutes of the meeting of the
Board, as well as in the minute book of the committee.



                                  ARTICLE VI
                                   OFFICERS


      Section 1.  NUMBER AND TITLES.  The officers of the Corporation may be,
and to the extent required by law shall be:  a Chairman of the Board, a
President, one or more Vice Chairmen of the Board, one or more Vice Chairmen,
one or more Executive Vice Presidents, one or more Senior Vice Presidents, one
or more Vice Presidents, one or more Assistant Vice Presidents, a Secretary, one
or more Assistant Secretaries, a Treasurer, one or more Assistant Treasurers,
and such other officers as the Board may by resolution create, or as may be
appointed in accordance with Section 2 of this Article.

      The Board of Directors shall designate one officer of the Corporation as
the Chief Executive Officer and may in its discretion confer additional
functional titles, including but not limited to Chief Operating Officer and
Chief Financial Officer.

      Section 2.  APPOINTMENT, TERM OF OFFICE.  The officers shall be appointed
by the Board of Directors and shall serve at the pleasure of the Board, which
may demote, suspend, remove or dismiss any officer with or without cause or
notice at any time.  However, any such action shall be without prejudice to any
rights of such officer under any written contract addressing employment issues
executed by an officer of the Corporation authorized to execute such a contract.
Each officer shall hold office until a successor is elected and qualified or
until the officer's earlier resignation or removal.

      Section 3.  COMPENSATION.  The compensation of all officers and other
employees of the Corporation shall be fixed by the Board of Directors or by a
committee appointed or officers designated for that purpose or in accordance
with procedures established by the Corporation's human resources or personnel
function.

      Section 4.  AUTHORITY, DUTIES, FIDELITY BOND.  One person may hold

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                                      -22-
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more than one office, except that the offices of President and Secretary and of
Chairman of the Board and Secretary may not be held by the same person.  When
the signature or approval of two officers is required, a person holding two
offices shall act only as one signer or approver.  The duties and authority of
the officers of the Corporation, other than as set forth in these By-laws, may
be prescribed and established by the Board of Directors or by the Executive
Committee.  Each officer shall perform the duties imposed upon the officer by
law, these By-laws, the Board of Directors or the Executive Committee.  Except
as otherwise set forth in these By-laws or by the Board of Directors or the
Executive Committee, each officer shall have such authority and duties as
usually are incident to the title and office held.  Authority to act on behalf
of the Corporation may be delegated to officers to the extent permitted by these
By-laws, including, without limitation, Sections 2, 11 and 12 of Article V
hereof, except to the extent such delegation is prohibited or limited by
Delaware law.  The Board of Directors may provide for such bond and fidelity
insurance covering the officers of the Corporation and for the faithful and
honest discharge of their duties as they may determine.

      Section 5.  THE CHAIRMAN OF THE BOARD.  The Chairman of the Board shall
preside at all meetings of the shareholders and the Board of Directors and shall
have such other duties and authority as are set forth in these By-laws or may be
assigned by the Board of Directors.

      Section 6.  THE VICE CHAIRMEN OF THE BOARD.  The Board of Directors may
appoint one or more Vice Chairmen of the Board.  Each Vice Chairman of the Board
shall have such duties and authority as may be assigned by the Board of
Directors or by the officer to whom such Vice Chairman of the Board reports.  If
more than one Vice Chairman of the Board is appointed, the Board may designate
one such Vice Chairman of the Board as Senior Vice Chairman of the Board.

      Section 7.  THE PRESIDENT.  The President shall have such duties and
authority as are set forth in these By-laws or may be assigned by the Board of
Directors or by the Chairman of the Board.

      Section 8.  THE VICE CHAIRMEN.  The Board of Directors may appoint one or
more Vice Chairmen.  Each Vice Chairman shall have such duties and authority as
may be assigned by the Board of Directors or by the officer to whom such Vice
Chairman reports.

      Section 9.  THE VICE PRESIDENTS.  The Board of Directors may appoint one
or more Vice Presidents.  The Board may create categories of Vice Presidents,
including but not limited to Executive Vice Presidents, Senior Vice Presidents
and Assistant Vice Presidents. The Board of Directors, the Chairman of the Board
or the President may designate seniority of ranking among categories of Vice
Presidents. Each Vice President shall have such duties and authority as may be
assigned by the Board of Directors or by the officer to whom such Vice President
reports.


      Section 10.  THE SECRETARY.  The Secretary shall have charge and

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                                      -23-
<PAGE>
 
custody of the corporate seal, records and Minute Books of the Corporation,
shall keep correct written minutes of all meetings of shareholders and
Directors, and shall give or cause to be given notice of all meetings of the
shareholders and of the Board of Directors in accordance with these By-laws and
as required by law. The duties of the Secretary may be performed by any
Assistant Secretary.

      Section 11.  THE CHIEF EXECUTIVE OFFICER.  The Chief Executive Officer
shall have general executive supervision of the business and affairs of the
Corporation.

      Section 12.  THE CHIEF OPERATING OFFICER.  The Chief Operating Officer
shall have such duties and authority as may be assigned by the Chief Executive
Officer, to whom the Chief Operating Officer shall report.

      Section 13.  THE CHIEF FINANCIAL OFFICER.  The Chief Financial Officer
shall be the principal financial officer of the Corporation.



                                  ARTICLE VII
                     CAPITAL STOCK--CERTIFICATES OF STOCK


      Section 1.  CERTIFICATES.  The shares of the Corporation shall be
represented by certificates, provided that the Board of Directors of the
Corporation may provide by resolution or resolutions that some or all of any or
all classes or series of its stock shall be uncertificated shares.  Any such
resolution shall not apply to shares represented by a certificate until such
certificate is surrendered to the Corporation.  Notwithstanding the adoption of
such a resolution by the Board of Directors, every holder of stock represented
by certificates and upon request every holder of uncertificated shares shall be
entitled to have a certificate signed by, or in the name of the Corporation by
the Chairman of the Board of Directors, or the President or a Vice Chairman of
the Board of Directors, or a Vice Chairman, and by the Treasurer or an Assistant
Treasurer, or the Secretary or an Assistant Secretary of the Corporation,
representing the number of shares registered in certificate form.  Any or all
the signatures on the certificate may be a facsimile.  In case any officer,
transfer agent or registrar who has signed or whose facsimile signature has been
placed upon a certificate shall have ceased to be such officer, transfer agent
or registrar before such certificate is issued, it may be issued by the
Corporation with the same effect as if he or she were such officer, transfer
agent or registrar at the date of issue.

      Section 2.  LOST, STOLEN, MUTILATED OR DESTROYED CERTIFICATES.  The Board
of Directors, a committee of the Board or an officer of the Corporation may
direct a new certificate or certificates to be issued in place of any
certificate or certificates theretofore issued by the Corporation alleged to
have been lost, stolen, mutilated or destroyed, upon the making of an affidavit
of that fact by the person claiming the certificate of stock to be lost, stolen,
mutilated or destroyed.  When authorizing such issue of a new

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certificate or certificates, the Board of Directors, a committee of the Board or
an officer of the Corporation may, as a matter of discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen,
mutilated or destroyed certificate or certificates, or such owner's legal
representative, to advertise the same in such manner as shall be required and
give the Corporation a bond in such sum as may be directed as indemnity against
any claim that may be made against the Corporation with respect to the
certificate alleged to have been lost, stolen, mutilated or destroyed.

      Section 3.  TRANSFERS OF STOCK.  Upon surrender to the Corporation or the
transfer agent of the Corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the Corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books.

      Section 4.  FIXING RECORD DATE.  In order that the Corporation may
determine the shareholders entitled to notice of or to vote at any meeting of
shareholders or any adjournment thereof, or to express consent to corporate
action in writing without a meeting, 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 nor less than ten
days before the date of such meeting, nor more than sixty days prior to any
other action.  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; provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting.

      Section 5.  REGISTERED SHAREHOLDERS.  The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends and to vote as such owner, and to hold liable for
calls and assessments a person registered on its books as the owner of shares,
and shall not be bound to recognize any equitable or other claim to or interest
in such share or shares on the part of any other person, whether or not it shall
have express or other notice thereof, except as otherwise provided by the laws
of Delaware.

      Section 6.  DIVIDENDS.  Dividends upon the capital stock of the
Corporation, subject to the provisions of the Certificate of Incorporation, if
any, may be declared by the Board of Directors at any regular or special
meeting, pursuant to law.  Dividends may be paid in cash, in property, or in
shares of the capital stock, subject to the provisions of the Certificate of
Incorporation.

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                                 ARTICLE VIII
                                INDEMNIFICATION


      Section 1.  RIGHT TO INDEMNIFICATION.  Each person who was or is made a
party or is threatened to be made a party to or is involved in any action, suit
or proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that such person, or another
person of whom such person is the legal representative, is or was a Director,
officer, or employee of the Corporation or is or was serving at the request of
the Corporation as a director, officer, or employee of, or in some other
representative capacity for, another corporation or a partnership, joint
venture, trust or other enterprise, including service with respect to employee
benefit plans, whether the basis of such proceeding is alleged action in an
official capacity as a Director, officer, or employee or in any other capacity
while serving as a Director, officer, or employee, shall be indemnified and held
harmless by the Corporation to the fullest extent authorized by the Delaware
General Corporation Law, as the same exists or may hereafter be amended, against
all expense, liability and loss (including attorneys' fees, judgments, fines,
ERISA excise taxes or penalties and amounts to be paid in settlement) reasonably
incurred or suffered by such person in connection therewith and such
indemnification shall continue as to a person who has ceased to be a Director,
officer, or employee and shall inure to the benefit of such person's heirs,
executors and administrators; provided, however, that except as provided in
                              --------  -------                            
Section 2 hereof with respect to proceedings seeking to enforce rights to
indemnification, the Corporation shall indemnify any such person seeking
indemnification in connection with a proceeding (or part thereof) initiated by
such person only if such proceeding (or part thereof) was authorized by the
Board of Directors of the Corporation.  The right to indemnification conferred
in this Article 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; provided, however, that, if the Delaware
                                  --------  -------                       
General Corporation Law so requires, the payment of such expenses incurred by a
Director or officer in such person's 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 if it shall ultimately be
determined that such Director or officer is not entitled to be indemnified under
this Article or otherwise.

      Section 2.  RIGHT OF CLAIMANT TO BRING SUIT.  If a claim under Section 1
of this Article is not paid in full by the Corporation within ninety days after
a written claim 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

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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 standards of conduct which make it permissible under the Delaware General
Corporation Law for the Corporation to indemnify the claimant for the amount
claimed, but the burden of proving such defense shall be on the Corporation.
Neither the failure of the Corporation (including its Board of Directors,
independent legal counsel, or its stockholders) to have made a determination
prior to the commencement of such action that indemnification of the claimant is
proper in the circumstances because the claimant has met the applicable standard
of conduct set forth in the Delaware General Corporation Law, nor an actual
determination by the Corporation (including its Board of Directors, independent
legal counsel, or its 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 3.  NON-EXCLUSIVITY OF RIGHTS.  The right to indemnification and
the payment of expenses incurred in defending a proceeding in advance of its
final disposition conferred in this Article 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-law, agreement, vote of
stockholders or disinterested Directors or otherwise.

      Section 4.  INSURANCE.  The Corporation may maintain insurance, at its
expense, to protect itself and any Director, officer, or employee of the
Corporation serving in any capacity on behalf of the Corporation or at its
request for any other entity to the fullest extent authorized by the Delaware
General Corporation Law, as the same exists or may hereafter be amended, whether
or not the Corporation would have the power to indemnify such person against
such expense, liability or loss under the Delaware General Corporation Law.



                                  ARTICLE IX
                                    NOTICES


      Section 1.  FORM OF NOTICES.  Whenever, under the provisions of the
statutes or of the Certificate of Incorporation or of these By-laws, notice is
required to be given to any Director or shareholder, it shall not be construed
to mean personal notice, but such notice may be given in writing, by mail,
addressed to such Director or shareholder, at his or her address as it appears
on the records of the Corporation, with postage thereon prepaid, and such notice
shall be deemed to be given at the time when the same shall be deposited in the
United States mail.  Notice to Directors may also be given by telegram.

      Section 2.  WAIVER OF NOTICE.  Whenever any notice is required to be given
by law or by the Certificate of Incorporation or these By-laws, a waiver thereof
in writing, signed by the person or persons entitled to said notice,

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whether before or after the time stated therein, shall be deemed equivalent
thereto.



                                   ARTICLE X
                                   EMERGENCY


      Section 1.  APPLICATION.  This Article shall operate during any emergency
resulting from any disaster or other emergency condition when a quorum of the
Board of Directors or a Board committee cannot readily be convened.

      Section 2.  MEETINGS OF BOARD OR COMMITTEE.  A meeting of the Board of
Directors or Board committee may be called by any officer or Director by giving
notice to the Directors or committee members who can be reached by any means the
person calling the meeting deems feasible.

      Section 3.  CONDUCT OF BUSINESS.  During any emergency, the quorum
requirements for all meetings of the Board of Directors and any Board committee
shall be one-fourth of the members.

      (a) If no Board of Directors meeting can be held because a quorum cannot
  be assembled, then those Directors who can assemble may, by majority vote,
  reduce the Board of Directors to not less than five Directors and may elect
  emergency Directors.

      (b) If only one Director can be found, then that Director may appoint
  emergency Directors.

      (c) If no Director can be found, then the Chief Executive Officer or
  Acting Chief Executive Officer may appoint emergency Directors.

      Section 4.  SUCCESSION.  During any emergency when the Chief Executive
Officer becomes incapacitated, cannot be located, or otherwise is unable to
perform his or her duties, succession to the powers of the Chief Executive
Officer as Acting Chief Executive Officer shall occur in the following order:


      Chairman of the Board,
      President,
      Vice Chairman of the Board,
      Vice Chairman,
      any Executive Vice President.

Priority within rank shall be set by seniority in the ranking office.  If
seniority in office dates from the same day, then seniority based on total
length of service shall be determinative.

      Notwithstanding the foregoing, the Board of Directors during an

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emergency may appoint or replace any Acting Chief Executive Officer, or may
change the priority of succession, as the Board determines.

      Section 5.  AUTHORITY.  During any emergency the Chief Executive Officer
or Acting Chief Executive Officer shall have all authority that officer deems
necessary to protect the interests of the Corporation, may appoint emergency
officers, and may delegate authority to them.

      Section 6.  NO LIABILITY.  No officer, Director or employee acting in
accordance with any emergency By-laws or resolutions shall be liable except for
willful misconduct.

      Section 7.  EFFECT ON BY-LAWS.  To the extent not inconsistent with this
emergency By-law, the By-laws of the Corporation shall remain in effect during
any emergency. Upon termination of the emergency, this By-law shall cease to be
operative and authority to act as an officer or Director shall be determined by
the other By-laws, except that Directors and officers elected or appointed
pursuant to this By-law shall remain Directors or officers to the extent that
vacancies have been caused by death or incapacity of regular Directors or
officers until their successors are appointed or elected.

      Section 8.  TERMINATION OF EMERGENCY.  Any emergency condition which
causes this By-law to become operative shall be deemed terminated whenever one
of the following conditions is met:

      (a) The Directors and emergency Directors determine by majority vote at a
  meeting that the emergency condition is over; or

      (b) A majority of the Directors elected or appointed pursuant to the
  regular By-laws holds a meeting and determines the emergency condition is
  over.



                                  ARTICLE XI
                                 MISCELLANEOUS


      Section 1.  FISCAL YEAR.  The fiscal year of the Corporation shall be
fixed by resolution of the Board of Directors.

      Section 2.  SEAL.  In the execution on behalf of the Corporation of any
instrument, writing, notice or paper, it shall not be necessary to affix the
corporate seal of the Corporation thereon, and any such instrument, document,
writing, notice or paper when executed without said seal affixed thereon shall
be of the same force and effect and as binding in the Corporation as if said
corporate seal had been affixed thereon in the first instance.

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      Section 3.  AMENDMENTS.  These By-laws may be altered or repealed at any
regular meeting of the shareholders or of the Board of Directors or at any
special meeting of the shareholders or of the Board of Directors if notice of
such alteration or repeal be contained in the notice of such special meeting.

104467.03

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