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                                       By-Laws

                                          of

                                WELLS FARGO & COMPANY

                              (a Delaware corporation),

                              As amended April 18, 1995

                                    ______________


                                      ARTICLE I

MEETINGS OF STOCKHOLDERS

       SECTION 1.  Annual Meetings.  The annual meeting of
stockholders of Wells Fargo & Company (the "corporation") shall
be held on the third Tuesday of April in each year at such time
of day as may be fixed by the Board of Directors, at the
principal office of the corporation, if not a bank holiday, and
if a bank holiday then on the next succeeding business day at the
same hour and place, or at such other time, date or place, within
or without the State of Delaware, as may be determined by the
Board of Directors.  At such meeting, Directors shall be elected,
reports of the affairs of the corporation may be considered, and
any other proper business may be transacted.

       SECTION 2.  Special Meetings.  Special meetings of the
stockholders, unless otherwise regulated by statute, for any
purpose or purposes whatsoever, may be called at any time by the
Board of Directors, the Chairman of the Board, the President, the
Chief Executive Officer (if other than the Chairman of the Board
or the President), or one or more stockholders holding not less
than 10 percent of the voting power of the corporation.  Such
meetings may be held at any place within or without the State of
Delaware designated by the Board of Directors of the corporation.

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       SECTION 3.  Notice of Meetings.  Notice of all meetings
of the stockholders, both annual and special, shall be given by
the Secretary in writing to stockholders entitled to vote.  A
notice may be given either personally or by mail or other means
of written communication, charges prepaid, addressed to any
stockholder at his address appearing on the books of the
corporation or at the address given by such stockholder to the
corporation for the purpose of notice.  Notice of any meeting of
stockholders shall be sent to each stockholder entitled thereto
not less than 10 nor more than 60 days prior to such meeting.
Such notice shall state the place, date and hour of the meeting
and shall also state (i) in the case of a special meeting, the
general nature of the business to be transacted and that no other
business may be transacted, (ii) in the case of an annual
meeting, those matters which the Board of Directors intends at
the time of the mailing of the notice to present for stockholder
action and that any other proper matter may be presented for
stockholder action to the meeting, and (iii) in the case of any
meeting at which Directors are to be elected, the names of the
nominees which the management intends at the time of the mailing
of the notice to present for election.

       SECTION 4.  Quorum.  Except as otherwise provided by
law, the presence of the holders of a majority of the stock
issued and outstanding present in person or represented by proxy
and entitled to vote is requisite and shall constitute a quorum
for the transaction of business at all meetings of the
stockholders, and the vote of a majority of such stock present
and voting at a duly held meeting at which there is a quorum
present shall decide any question brought before such meeting.

       SECTION 5.  Voting.  Unless otherwise provided in the
Certificate of Incorporation, every stockholder shall be entitled
to one vote for every share of stock standing in his name on the
books of the corporation, and may vote either in person or by
proxy.


ARTICLE II

DIRECTORS

       SECTION 1.  Number, Term.  The property, business and
affairs of the corporation shall be managed and all corporate
power shall be exercised by or under the direction of the Board

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of Directors as from time to time constituted.  The number of
Directors of this corporation shall be not less than 10 nor more
than 20, the exact number within the limits so specified to be
fixed from time to time by a By-Law adopted by the stockholders
or by the Board of Directors.  Until some other number is so
fixed, the number of Directors shall be 14.  The term of office
of each Director shall be from the time of his election until the
annual meeting next succeeding his election and until his
successor shall have been duly elected, or until his death,
resignation or lawful removal pursuant to the provisions of the
General Corporation Law of Delaware.

       SECTION 2.  Powers.  In addition to the powers expressly
conferred by these By-Laws, the Board of Directors may exercise
all corporate powers and do such lawful acts and things as are
not by statute or by the Certificate of Incorporation or by these
By-Laws required to be exercised or approved by the stockholders.

       SECTION 3.  Compensation.  Directors and Advisory
Directors (as provided in Section 12 of this Article) as such may
receive such compensation, if any, as the Board of Directors by
resolution may direct, including salary or a fixed sum plus
expenses, if any, for attendance at meetings of the Board of
Directors or of its committees.

       SECTION 4.  Organizational Meeting.  An organizational
meeting of the Board of Directors shall be held each year on the
day of the annual meeting of stockholders of the corporation for
the purpose of electing officers, the members of the Formal
Committees provided in Section 11 of this Article and the
Advisory Directors provided in Section 12 of this Article, and
for the transaction of any other business.  Said organizational
meeting shall be held without any notice other than this By-Law.

       SECTION 5.  Place of Meetings.  The Board of Directors
shall hold its meetings at the main office of the corporation or
at such other place as may from time to time be designated by the
Board of Directors or by the chief executive officer.

       SECTION 6.  Regular Meetings.  Regular meetings of the
Board of Directors will be held on the third Tuesday of each
month (except for the months of August and December) at the later
of the following times:  (i) 10:30 a.m. or (ii) immediately
following the adjournment of any regular meeting of the Board of
Directors of Wells Fargo Bank, National Association, held on the
same day.  If the day of any regular meeting shall fall upon a
bank holiday, the meeting shall be held at the same hour on the

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first day following which is not a bank holiday.  No call or
notice of a regular meeting need be given unless the meeting is
to be held at a place other than the main office of the
corporation.

       SECTION 7.  Special Meetings.  Special meetings shall be
held when called by the chief executive officer or at the written
request of four Directors.

       SECTION 8.  Quorum; Adjourned Meetings.  A majority of
the authorized number of Directors shall constitute a quorum for
the transaction of business.  A majority of the Directors
present, whether or not a quorum, may adjourn any meeting to
another time and place, provided that, if the meeting is
adjourned for more than 30 days, notice of the adjournment shall
be given in accordance with these By-Laws.

       SECTION 9.  Notice, Waivers of Notice.  Notice of
special meetings and notice of regular meetings held at a place
other than the head office of the corporation shall be given to
each Director, and notice of the adjournment of a meeting
adjourned for more than 30 days shall be given prior to the
adjourned meeting to all Directors not present at the time of the
adjournment.  No such notice need specify the purpose of the
meeting.  Such notice shall be given four days prior to the
meeting if given by mail or on the day preceding the day of the
meeting if delivered personally or by telephone, facsimile, telex
or telegram.  Such notice shall be addressed or delivered to each
Director at such Director's address as shown upon the records of
the corporation or as may have been given to the corporation by
the Director for the purposes of notice.  Notice need not be
given to any Director who signs a waiver of notice (whether
before or after the meeting) or who attends the meeting without
protesting the lack of notice prior to its commencement.  All
such waivers shall be filed with and made a part of the minutes
of the meeting.

       SECTION 10.  Telephonic Meetings.  A meeting of the
Board of Directors or of any Committee thereof may be held
through the use of conference telephone or similar communications
equipment, so long as all members participating in such meeting
can hear one another.  Participation in such a meeting shall
constitute presence at such meeting.

       SECTION 11.  Written Consents.  Any action required or
permitted to be taken by the Board of Directors may be taken
without a meeting, if all members of the Board of Directors shall

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individually or collectively consent in writing to such action.
Such written consent or consents shall be filed with the minutes
of the proceedings of the Board of Directors.  Such action by
written consent shall have the same force and effect as the
unanimous vote of the Directors.

       SECTION 12.  Resignations.  Any Director may resign his
position as such at any time by giving written notice to the
Chairman of the Board, the President, the Secretary or the Board
of Directors.  Such resignation shall take effect as of the time
such notice is given or as of any later time specified therein
and the acceptance thereof shall not be necessary to make it
effective.

       SECTION 13.  Vacancies.  Vacancies in the membership of
the Board of Directors shall be deemed to exist (i) in case of
the death, resignation or removal of any Director, (ii) if the
authorized number of Directors is increased, or (iii) if the
stockholders fail, at a meeting of stockholders at which
Directors are elected, to elect the full authorized number of
Directors to be elected at that meeting.  Vacancies in the
membership of the Board of Directors may be filled by a majority
of the remaining Directors, though less than a quorum, or by a
sole remaining Director, and each Director so elected shall hold
office until his successor is elected at an annual or a special
meeting of the stockholders.  The stockholders may elect a
Director at any time to fill any vacancy not filled by the
Directors.

       SECTION 14.  Committees of the Board of Directors.  By
resolution adopted by a majority of the authorized number of
Directors, the Board of Directors may designate one or more
Committees to act as or on behalf of the Board of Directors.
Each such Committee shall consist of one or more Directors
designated by the Board of Directors to serve on such Committee
at the pleasure of the Board of Directors.  The Board of
Directors may designate one or more Directors as alternate
members of any Committee, which alternate members may replace any
absent member at any meeting of such 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 he or they constitute 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.  Any Committee, to the extent provided in
the resolution of the Board of Directors, these By-Laws or the
Certificate of Incorporation, may have all the authority of the

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Board of Directors, except with respect to:  (i) amending the
Certificate of Incorporation (except that a Committee may, to the
extent authorized in the resolution or resolutions providing for
the issuance of shares of stock adopted by the Board of Directors
as provided in Section 151(a) of the General Corporation Law of
Delaware, fix 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), (ii) adopting an agreement of merger or
consolidation under Section 251 or 252 of the General Corporation
Law of Delaware, (iii) recommending to the stockholders the sale,
lease or exchange of all or substantially all of the
corporation's property and assets, (iv) recommending to the
stockholders a dissolution of the corporation or a revocation of
a dissolution, or (v) amending these By-Laws.

        Included among the Committees shall be the following:

        (a)  Executive Committee.  There shall be an Executive
Committee consisting of its ex officio member and such additional
Directors, in no event less than seven, as the Board of Directors
may from time to time deem appropriate, elected by the Board of
Directors at its organizational meeting or otherwise.  Subject to
such limitations as may from time to time be imposed by the Board
of Directors or as are imposed by these By-Laws, the Executive
Committee shall have the fullest authority to act for and on
behalf of the corporation, and it shall have all of the powers of
the Board of Directors which, under the law, it is possible for a
Board of Directors to delegate to such a committee, including the
supervision of the general management, direction and
superintendence of the business and affairs of the corporation
and the power to declare a dividend, to authorize the issuance of
stock or to adopt a certificate of ownership and merger pursuant
to Section 253 of the General Corporation Law of Delaware.

        (b)  Committee on Examinations and Audits.  There shall
be a Committee on Examinations and Audits consisting of not less
than three Directors who are not officers of the corporation and
who shall be elected by the Board of Directors at its
organizational meeting or otherwise.  It shall be the duty of
this Committee (i) to make, or cause to be made, in accordance
with the procedures from time to time approved by the Board of
Directors, internal examinations and audits of the affairs of the

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corporation and the affairs of any subsidiary which by resolution
of its board of directors has authorized the Committee on
Examinations and Audits to act hereunder, (ii) to make
recommendations to the Board of Directors of the corporation and
of each such subsidiary with respect to the selection of and
scope of work for the independent auditors for the corporation
and for each subsidiary, (iii) to review, or cause to be reviewed
in accordance with procedures from time to time approved by the
Board of Directors, all reports of internal examinations and
audits, all audit-related reports made by the independent
auditors for the corporation and each such subsidiary and all
reports of examination of the corporation and of any subsidiary
made by regulatory authorities, (iv) from time to time, to review
and discuss with the management, and independently with the
General Auditor, the Risk Control Officer and the independent
auditors, the accounting and reporting principles, policies and
practices employed by the corporation and its subsidiaries and
the adequacy of their accounting, financial, operating and
administrative controls, including the review and approval of any
policy statements relating thereto, and (v) to perform such other
duties as the Board of Directors may from time to time assign to
it.  The Committee on Examinations and Audits shall submit
reports of its findings, conclusions and recommendations, if any,
to the Board of Directors.

        (c)  Management Development and Compensation Committee.
There shall be a Management Development and Compensation
Committee consisting of not less than six directors, who shall be
elected by the Board of Directors at its organizational meeting
or otherwise and none of whom shall be eligible to participate in
either the Wells Fargo & Company Stock Appreciation Rights Plan,
the Wells Fargo & Company Stock Option Plan the Wells Fargo &
Company Employee Stock Purchase Plan or any similar employee
stock plan (or shall have been so eligible within the year next
preceding the date of becoming a member of the Management
Development and Compensation Committee).  It shall be the duty of
the Management Development and Compensation Committee, and it
shall have authority, (i) to advise the Chief Executive Officer
concerning the corporation's salary policies, (ii) to administer
such compensation programs as from time to time are delegated to
it by the Board of Directors, (iii) to accept or reject the
recommendations of the Chief Executive Officer with respect to
all salaries in excess of such dollar amount or of officers of
such grade or grades as the Board of Directors may from time to
time by resolution determine to be appropriate and (iv) upon the
request of any subsidiary which by resolution of its board of
directors has authorized the Management Development and

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Compensation Committee to act hereunder, to advise its chief
executive officer concerning such subsidiary's salary policies
and compensation programs.

        (d)  Nominating Committee.  There shall be a Nominating
Committee consisting of not less than three Directors, who shall
be elected by the Board of Directors at its organizational
meeting or otherwise.  It shall be the duty of the Nominating
Committee, annually and in the event of vacancies on the Board of
Directors, to nominate candidates for election to the Board of
Directors.

        The Chairman of the Board, or in the absence of the
Chairman of the Board, the acting chief executive officer, if a
Director, shall be an ex officio member of all the Committees
except the Committee on Examinations and Audits, the Management
and Development and Compensation Committee, the Nominating
Committee and such other Committees which by resolution the Board
of Directors expressly limit membership to non-officer Directors.

        Each Committee member shall serve until the
organizational meeting of the Board of Directors held on the day
of the annual meeting of stockholders in the year next following
his or her election and until his or her successor shall have
been elected, but any such member may be removed at any time by
the Board of Directors.  Vacancies in any of said committees,
however created, shall be filled by the Board of Directors.  A
majority of the members of any such committee shall be necessary
to constitute a quorum and sufficient for the transaction of
business, and any act of a majority present at a meeting of any
such committee at which there is a quorum present shall be the
act of such committee.  Subject to these By-Laws and the
authority of the Board of Directors, each committee shall have
the power to determine the form of its organization.  The
provisions of these By-Laws governing the calling, notice and
place of special meetings of the Board of Directors shall apply
to all meetings of any Committee unless such committee fixes a
time and place for regular meetings, in which case notice for
such meeting shall be unnecessary.  The provisions of these
By-Laws regarding actions taken by the Board of Directors,
however called or noticed, shall apply to all meetings of any
Committee.  Each committee shall cause to be kept a full and
complete record of its proceedings, which shall be available for
inspection by any Director.  There shall be presented at each
meeting of the Board of Directors a summary of the minutes of all
proceedings of each committee since the preceding meeting of the
Board of Directors.

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       SECTION 15.  Advisory Directors.  There may be not more
than 10 Advisory Directors, who may be elected by the Board of
Directors at its organizational meeting.  An Advisory Director
shall serve until the next following organizational meeting of
the Board of Directors.  Any Advisory Director may be removed at
any time by the Board of Directors.  Vacancies may, but need not
be, filled by the Board of Directors.  Advisory Directors may
attend meetings of the Board of Directors and, if appointed
thereto as an advisor by the Board of Directors, meetings of
Formal Committees with the privilege of participating in all
discussions but without the right to vote.

       SECTION 16.  Directors Emeriti.  There shall be not more
than ten (10) Directors Emeriti who shall be elected by the Board
of Directors at its organizational meeting.  A Director Emeritus

shall serve until the next following organizational meeting of
the Board of Directors.  No person may be elected a Director
Emeritus unless at some time prior thereto such person has been a
Director of the corporation.  Any Director Emeritus may be
removed at any time by the Board of Directors.  Vacancies,
however created, may, but need not, be filled by the Board of
Directors.  Directors Emeriti may attend meetings of the Board of
Directors and, if appointed thereto as an advisor by the Board of
Directors, meetings of Committees with the privilege of
participating in all discussions but without the right to vote.


ARTICLE III

OFFICERS


       SECTION 1.  Election of Executive Officers.  The
corporation shall have (i) a Chairman of the Board, (ii) a
President, (iii) a Secretary and (iv) a Chief Financial Officer.
The Corporation also may have a Vice Chairman 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, a
Controller, a Treasurer, one or more Assistant Vice Presidents,
one or more Assistant Treasurers, one or more Assistant
Secretaries, a General Auditor, a Risk Control Officer, and such
other officers as the Board of Directors, or the Chief Executive
Officer or any officer or committee whom he may authorize to

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perform this duty, may from time to time deem necessary or
expedient for the proper conduct of business by the corporation.
The Chairman of the Board, the Vice Chairman of the Board, if
any, and the President shall be elected from among the members of
the Board of Directors.  The following offices shall be filled
only pursuant to election by the Board of Directors:  Chairman of
the Board, Vice Chairman of the Board, President, Vice Chairman,
Executive Vice President, Senior Vice President, Secretary,
Controller, Treasurer, General Auditor and Risk Control Officer.
Other officers may be appointed by the Chief Executive Officer or
by any officer or committee whom he may authorize to perform this
duty.  All officers shall hold office at will, at the pleasure of
the Board of Directors, the Chief Executive Officer, the officer
or committee having the authority to appoint such officers, and
the officer or committee authorized by the Chief Executive
Officer to remove such officers, and may be removed at any time,
with or without notice and with or without cause.  No
authorization by the Chief Executive Officer to perform such duty
of appointment or removal shall be effective unless done in
writing and signed by the Chief Executive Officer.  Two or more
offices may be held by the same person.

       SECTION 2.  Chairman of the Board.  The Chairman of the
Board shall, when present, preside at all meetings of the
stockholders and of the Board of Directors and shall be the Chief
Executive Officer of the corporation.  As Chief Executive
Officer, he shall (i) exercise, and be responsible to the Board
of Directors for, the general supervision of the property,
affairs and business of the corporation, (ii) report at each
meeting of the Board of Directors upon all matters within his
knowledge which the interests of the corporation may require to
be brought to its notice, (iii) prescribe, or to the extent he
may deem appropriate designate an officer or committee to
prescribe, the duties, authority and signing power of all other
officers and employees of the corporation and (iv) exercise,
subject to these By-Laws, such other powers and perform such
other duties as may from time to time be prescribed by the Board
of Directors.

       SECTION 3.  Vice Chairman of the Board.  The Vice
Chairman of the Board shall, subject to these By-Laws, exercise
such powers and perform such duties as may from time to time be
prescribed by the Board of Directors.  In the absence of the
Chairman of the Board and the President, the Vice Chairman of the
Board shall preside over the meetings of the stockholders and the
Board of Directors.

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       SECTION 4.  President.  The President shall, subject to
these By-Laws, be the chief operating officer of the corporation
and shall exercise such other powers and perform such other
duties as may from time to time be prescribed by the Board of
Directors.  In the absence of the Chairman of the Board, the
President shall preside over the meetings of the stockholders and
the Board of Directors.

       SECTION 5.  Absence or Disability of Chief Executive
Officer.  In the absence or disability of the Chairman of the
Board, the President shall act as Chief Executive Officer.  In
the absence or the disability of both the Chairman of the Board
and the President, the Vice Chairman of the Board shall act as
Chief Executive Officer.  In the absence of the Chairman of the
Board, the President and the Vice Chairman of the Board, the
officer designated by the Board of Directors, or if there be no
such designation the officer designated by the Chairman of the
Board, shall act as Chief Executive Officer.  The Chairman of the
Board shall at all times have on file with the Secretary his
written designation of the officer from time to time so
designated by him to act as Chief Executive Officer in his
absence or disability and in the absence or disability of the
President and the Vice Chairman of the Board.

       SECTION 6.  Executive Vice Presidents; Senior Vice
Presidents; Vice Presidents.  The Executive Vice Presidents, the
Senior Vice Presidents and the Vice Presidents shall have all
such powers and duties as may be prescribed by the Board of
Directors or by the Chief Executive Officer.

       SECTION 7.  Secretary.  The Secretary shall keep a full
and accurate record of all meetings of the stockholders and of
the Board of Directors, and shall have the custody of all books
and papers belonging to the corporation which are located in its
principal office.  He shall give, or cause to be given, notice of
all meetings of the stockholders and of the Board of Directors,
and all other notices required by law or by these By-Laws.  He
shall be the custodian of the corporate seal or seals.  In
general, he shall perform all duties ordinarily incident to the
office of a secretary of a corporation, and such other duties as
from time to time may be assigned to him by the Board of
Directors or the Chief Executive Officer.

       SECTION 8.  Chief Financial Officer.  The Chief
Financial Officer shall have charge of and be responsible for all
funds, securities, receipts and disbursements of the corporation,
and shall deposit, or cause to be deposited, in the name of the

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corporation all moneys or other valuable effects in such banks,
trust companies, or other depositories as shall from time to time
be selected by the Board of Directors.  He shall render to the
Chief Executive Officer and the Board of Directors, whenever
requested, an account of the financial condition of the
corporation.  In general, he shall perform all duties ordinarily
incident to the office of a chief financial officer of a
corporation, and such other duties as may be assigned to him by
the Board of Directors or the Chief Executive Officer.

       SECTION 9.  General Auditor.  The General Auditor shall
be responsible to the Board of Directors for evaluating the
ongoing operation, and the adequacy, effectiveness and
efficiency, of the system of control within the corporation and
of each subsidiary which has authorized the Committee on
Examinations and Audits to act under Section 14(b) of Article II
of these By-Laws.  He shall make, or cause to be made, such
internal audits and reports of the corporation and each such
subsidiary as may be required by the Board of Directors or by the
Committee on Examinations and Audits.  He shall coordinate the
auditing work performed for the corporation and its subsidiaries
by public accounting firms and, in connection therewith, he shall
determine whether the internal auditing functions being performed
within the subsidiaries are adequate.  He shall also perform such
other duties as the Chief Executive Officer may prescribe, and
shall report to the Chief Executive Officer on all matters
concerning the safety of the operations of the corporation and of
any subsidiary which he deems advisable or which the Chief
Executive Officer may request.  Additionally, the General Auditor
shall have the duty of reporting independently of all officers of
the corporation to the Committee on Examinations and Audits at
least quarterly on all matters concerning the safety of the
operations of the corporation and its subsidiaries which should
be brought in such manner through such committee to the attention
of the Board of Directors.  Should the General Auditor deem any
matter to be of especial immediate importance, he shall report
thereon forthwith through the Committee on Examinations and
Audits to the Board of Directors.

       SECTION 10.  Risk Control Officer.  The Risk Control
Officer shall report to the Board of Directors through its
Committee on Examinations and Audits.  The Risk Control Officer
shall be responsible for directing a number of control related
activities principally affecting the Company's credit function
and shall have such other duties and responsibilities as shall be
prescribed from time to time by the chief executive officer and
the Committee on Examinations and Audits.  Should the Risk

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Control Officer deem any matter to be of special importance, the
Risk Control Officer shall report thereon forthwith through the
Committee to the Board of Directors.


ARTICLE IV

INDEMNIFICATION

       SECTION 1.  Action, etc. Other Than by or in the Right
of the Corporation.  The corporation shall indemnify any person
who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding or
investigation, whether civil, criminal or administrative, and
whether external or internal to the corporation (other than a
judicial action or suit brought by or in the right of the
corporation), by reason of the fact that he or she is or was an
Agent (as hereinafter defined) against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by the Agent in connection with
such action, suit or proceeding, or any appeal therein, if the
Agent acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe such conduct was
unlawful.  The termination of any action, suit or proceeding --
whether by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent -- shall not, of
itself, create a presumption that the Agent did not act in good
faith and in a manner which he or she reasonably believed to be
in or not opposed to the best interests of the corporation and,
with respect to any criminal action or proceeding, that the Agent
had reasonable cause to believe that his or her conduct was
unlawful.  For purposes of this Article, an "Agent" shall be any
director, officer or employee of the corporation, or any person
who, being or having been such a director, officer or employee,
is or was serving at the request of the corporation as a
director, officer, employee, trustee or agent of another
corporation, partnership, joint venture, trust or other
enterprise.

       SECTION 2.  Action, etc. by or in the Right of the
Corporation.  The corporation shall indemnify any person who was
or is a party or is threatened to be made a party to any
threatened, pending or completed judicial action or suit brought

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by or in the right of the corporation to procure a judgment in
its favor by reason of the fact that such person is or was an
Agent (as defined above) against expenses (including attorneys'
fees) and amounts paid in settlement actually and reasonably
incurred by such person in connection with the defense,
settlement or appeal of such action or suit if he or she acted in
good faith and in a manner he or she reasonably believed to be in
or not opposed to the best interests of the corporation, except
that no indemnification shall be made in respect of any claim,
issue or matter as to which such person shall have been adjudged
to be liable to the corporation unless and only to the extent the
Court of Chancery or the court in which such action or suit was
brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to
indemnify for such expenses which the Court of Chancery or such
other court shall deem proper.

       SECTION 3.  Determination of Right of Indemnification or
Contribution.  Unless otherwise ordered by a court, any
indemnification under Section 1 or 2, and any contribution under
Section 6, of this Article shall be made by the corporation to an
Agent unless a determination is reasonably and promptly made,
either (i) by the Board of Directors acting by a majority vote of
a quorum consisting of Directors who were not party to such
action, suit or proceeding, or (ii) if such a quorum is not
obtainable, or if obtainable and such quorum so directs, by
independent legal counsel in a written opinion, or (iii) by the
stockholders, that such Agent acted in bad faith and in a manner
that such Agent did not believe to be in or not opposed to the
best interests of the corporation or, with respect to any
criminal proceeding, that such Agent believed or had reasonable
cause to believe that his or her conduct was unlawful.

       SECTION 4.  Advances of Expenses.  Except as limited by
Section 5 of this Article, costs, charges and expenses (including
attorneys' fees) incurred by an Agent in defense of any action,
suit, proceeding or investigation of the nature referred to in
Section 1 or 2 of this Article or any appeal therefrom shall be
paid by the corporation in advance of the final disposition of
such matter; provided, however, that if the General Corporation
Law of Delaware then so requires, such payment shall be made only
if the Agent shall undertake to reimburse the corporation for
such payment in the event that it is ultimately determined, as
provided herein, that such person is not entitled to
indemnification.

<PAGE>

       SECTION 5.  Right of Agent to Indemnification or Advance
Upon Application; Procedure Upon Application.  Any
indemnification under Section 1 or 2, or advance under Section 4,
of this Article shall be made promptly and in any event within 90
days, upon the written request of the Agent, unless with respect
to an application under said Sections 1 or 2 an adverse
determination is reasonably and promptly made pursuant to Section
3 of this Article or unless with respect to an application under
said Section 4 an adverse determination is made pursuant to said
Section 4.  The right to indemnification or advances as granted
by this Article shall be enforceable by the Agent in any court of
competent jurisdiction if the Board of Directors or independent
legal counsel improperly denies the claim, in whole or in part,
or if no disposition of such claim is made within 90 days.  It
shall be a defense to any such action (other than an action
brought to enforce a claim for expenses incurred in defending any
action, suit or proceeding in advance of its final disposition
where any required undertaking has been tendered to the
corporation) that the Agent has not met the standards of conduct
which would require the corporation to indemnify or advance the
amount claimed, but the burden of proving such defense shall be
on the corporation.  Neither the failure of the corporation
(including the Board of Directors, independent legal counsel and
the stockholders) to have made a determination prior to the
commencement of such action that indemnification of the Agent is
proper in the circumstances because he or she has met the
applicable standard of conduct, nor an actual determination by
the corporation (including the Board of Directors, independent
legal counsel and the stockholders) that the Agent had not met
such applicable standard of conduct, shall be a defense to the
action or create a presumption that the Agent had not met the
applicable standard of conduct.  The Agent's costs and expenses
incurred in connection with successfully establishing his or her
right to indemnification, in whole or in part, in any such
proceeding shall also be indemnified by the corporation.

       SECTION 6.  Contribution.  In the event that the
indemnification provided for in this Article is held by a court
of competent jurisdiction to be unavailable to an Agent in whole
or in part, then in respect of any threatened, pending or
completed action, suit or proceeding in which the corporation is
jointly liable with the Agent (or would be if joined in such
action, suit or proceeding), to the extent permitted by the
General Corporation Law of Delaware the corporation shall
contribute to the amount of expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred and paid or payable by the Agent in such

<PAGE>

proportion as is appropriate to reflect (i) the relative benefits
received by the corporation on the one hand and the Agent on the
other from the transaction from which such action, suit or
proceeding arose and (ii) the relative fault of the corporation
on the one hand and of the Agent on the other in connection with
the events which resulted in such expenses, judgments, fines or
settlement amounts, as well as any other relevant equitable
considerations.  The relative fault of the corporation on the one
hand and of the Agent on the other shall be determined by
reference to, among other things, the parties' relative intent,
knowledge, access to information and opportunity to correct or
prevent the circumstances resulting in such expenses, judgments,
fines or settlement amounts.

       SECTION 7.  Other Rights and Remedies.  Indemnification
under this Article shall be provided regardless of when the
events alleged to underlie any action, suit or proceeding may
have occurred, shall continue as to a person who has ceased to be
an Agent and shall inure to the benefit of the heirs, executors
and administrators of such a person.  All rights to
indemnification and advancement of expenses under this Article
shall be deemed to be provided by a contract between the
corporation and the Agent who serves as such at any time while
these By-Laws and other relevant provisions of the General
Corporation Law of Delaware and other applicable law, if any, are
in effect.  Any repeal or modification thereof shall not affect
any rights or obligations then existing.

       SECTION 8.  Insurance.  Upon resolution passed by the
Board of Directors, the corporation may purchase and maintain
insurance on behalf of any person who is or was an Agent against
any liability asserted against such person and incurred by him or
her in any such capacity, or arising out of his or her status as
such, regardless of whether the corporation would have the power
to indemnify such person against such liability under the
provisions of this Article.  The corporation may create a trust
fund, grant a security interest or use other means, including
without limitation a letter of credit, to ensure the payment of
such sums as may become necessary to effect indemnification as
provided herein.

       SECTION 9.  Constituent Corporations.  For the purposes
of this Article, references to "the corporation" include all
constituent corporations (including any constituent of a
constituent) absorbed in a consolidation or merger as well as the
resulting or surviving corporation, so that any person who is or
was a director, officer or employee of such a constituent

<PAGE>

corporation or who, being or having been such a director, officer
or employee, is or was serving at the request of such constituent
corporation as a director, officer, employee or trustee of
another corporation, partnership, joint venture, trust or other
enterprise, shall stand in the same position under the provisions
of this Article with respect to the resulting or surviving
corporation as such person would if he or she had served the
resulting or surviving corporation in the same capacity.

       SECTION 10.  Other Enterprises, Fines, and Serving at
Corporation's Request.  For purposes of this Article, references
to "other enterprise" in Sections 1 and 9 shall include employee
benefit plans; references to "fines" shall include any excise
taxes assessed on a person with respect to any employee benefit
plan; and references to "serving at the request of the
corporation" shall include any service by an Agent as director,
officer, employee, trustee or agent of the corporation which
imposes duties on, or involves services by, such Agent with
respect to any employee benefit plan, its participants, or
beneficiaries.  A person who acted in good faith and in a manner
he or she reasonably believed to be in the interest of the
participants and beneficiaries of an employee benefit plan shall
be deemed to have acted in a manner "not opposed to the best
interest of the corporation" for purposes of this Article.

       SECTION 11.  Savings Clause.  If this Article or any
portion hereof shall be invalidated on any ground by any court of
competent jurisdiction, then the corporation shall nevertheless
indemnify each Agent as to expenses (including attorneys' fees,
judgments, fines and amounts paid in settlement with respect to
any action, suit, appeal, proceeding or investigation, whether
civil, criminal or administrative, and whether internal or
external, including a grand jury proceeding and an action or suit
brought by or in the right of the corporation, to the full extent
permitted by the applicable portion of this Article that shall
not have been invalidated, or by any other applicable law.

       SECTION 12.  Actions Initiated by Agent.  Anything to
the contrary in this Article notwithstanding, the corporation
shall indemnify any Agent in connection with an action, suit or
proceeding initiated by such Agent (other than actions, suits, or
proceedings commenced pursuant to Section 5 of this Article) only
if such action, suit or proceeding was authorized by the Board of
Directors.

       SECTION 13.  Statutory and Other Indemnification.
Notwithstanding any other provision of this Article, the

<PAGE>

corporation shall indemnify any Agent and advance expenses
incurred by such Agent in any action, suit or proceeding of the
nature referred to in Section 1 or 2 of this Article to the
fullest extent permitted by the General Corporation Law of
Delaware, as the same may be amended from time to time, except
that no amount shall be paid pursuant to this Article in the
event of an adverse determination pursuant to Section 3 of this
Article or in respect of remuneration to the extent that it shall
be determined to have been paid in violation of law or in respect
of amounts owing under Section 16(b) of the Securities Exchange
Act of 1934.  The rights to indemnification and advancement of
expenses provided by any provision of this Article, including
without limitation those rights conferred by the preceding
sentence, shall not be deemed exclusive of, and shall not affect,
any other rights to which an Agent seeking indemnification or
advancement of expenses may be entitled under any provision of
any law, certificate of incorporation, by-law, agreement or by
any vote of stockholders or disinterested directors or otherwise,
both as to action in his or her official capacity and as to
action in another capacity while serving as an Agent.  The
corporation may also provide indemnification and advancement of
expenses to other persons or entities to the extent deemed
appropriate.



ARTICLE V

MISCELLANEOUS

       SECTION 1.  Fiscal Year.  The fiscal year of the
corporation shall be the calendar year.

       SECTION 2.  Stock Certificates.  Each stockholder shall
be entitled to a certificate representing the number of shares of
the stock of the corporation owned by such stockholder and the
class or series of such shares.  Each certificate shall be signed
in the name of the corporation by (i) the Chairman of the Board,
the Vice Chairman of the Board, the President, an Executive Vice
President, a Senior Vice President, or a Vice President, and (ii)
the Treasurer, an Assistant Treasurer, the Secretary, or an

<PAGE>

Assistant Secretary.  Any of the signatures on the certificate
may be facsimile.  Prior to due presentment for registration of
transfer in the stock transfer book of the corporation, the
registered owner for any share of stock of the corporation shall
be treated as the person exclusively entitled to vote, to receive
notice, and to exercise all other rights and receive all other
entitlements of a stockholder with respect to such share, except
as may be provided otherwise by law.

       SECTION 3.  Execution of Written Instruments.  All
written instruments shall be binding upon the corporation if
signed on its behalf by (i) any two of the following officers:
the Chairman of the Board, the President, the Vice Chairman of
the Board, the Vice Chairmen or the Executive Vice Presidents; or
(ii) any one of the foregoing officers signing jointly with any
Senior Vice President.  Whenever any other officer or person
shall be authorized to execute any agreement, document or
instrument by resolution of the Board of Directors, or by the
Chief Executive Officer, or by any two of the officers identified
in the immediately preceding sentence, such execution by such
other officer or person shall be equally binding upon the
corporation.

       SECTION 4.  Subsidiary.  As used in these By-Laws the
term "subsidiary" or "subsidiaries" means any corporation 25
percent or more of whose voting shares is directly or indirectly
owned or controlled by the corporation, or any other affiliate of
the corporation designated in writing as a subsidiary of the
corporation by the Chief Executive Officer of the corporation.
All such written designations shall be filed with the Secretary
of the corporation.

       SECTION 5.  Amendments.  These By-Laws may be altered,
amended or repealed by a vote of the stockholders entitled to
exercise a majority of the voting power of the corporation, by
written consent of such stockholders or by the Board of
Directors.

       SECTION 6.  Annual Report.  The Board of Directors shall
cause an annual report to be sent to the stockholders not later
than 120 days after the close of the fiscal year and at least 15
days prior to the annual meeting of stockholders to be held
during the ensuing fiscal year.

       SECTION 7.  Construction.  Unless the context clearly
requires it, nothing in these By-Laws shall be construed as a
limitation on any powers or rights of the corporation, its



<PAGE>

Directors or its officers provided by the General Corporation Law
of Delaware.  Unless the context otherwise requires, the General
Corporation Law of Delaware shall govern the construction of
these By-Laws.

       SECTION 8.  Loans to Officers.  The corporation may lend
money to, or guarantee any obligation of, or otherwise assist any
officer or other employee of the corporation or of its
subsidiary, including any officer or employee who is a director
of the corporation or its subsidiary, whenever, in the judgment
of the Board of Directors or any committee thereof, such loan,
guaranty or assistance may reasonably be expected to benefit the
corporation.  The loan, guaranty or other assistance may be with
or without interest, and may be unsecured, or secured in such
manner as the Board of Directors or such committee shall approve,
including, without limitation, a pledge of shares of stock of the
corporation.  This Section shall not be deemed to deny, limit or
restrict the powers of guaranty or warranty of the corporation at
common law or under any statute.

       SECTION 9.  Notices; Waivers.  Whenever, under any
provision of the General Corporation Law of Delaware, the
Certificate of Incorporation or these By-Laws, notice is required
to be given to any director or stockholder, such provision shall
not be construed to mean personal notice, but such notice may be
given in writing, by mail, addressed to such Director or
stockholder, at his 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 facsimile, telex or telegram.  A waiver in
writing of any such required notice, signed by the person or
persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent thereto.