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                                       BY-LAWS
                                           
                                          OF
                                           
                                WELLS FARGO & COMPANY
                                           
                              (A DELAWARE CORPORATION),
                                           
                             AS AMENDED OCTOBER 15, 1996
                                           
                                           
                                       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.

         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


                                           

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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 of Directors as from time to time constituted. 
The number of Directors of this corporation shall be not less than 10 nor more
than 2l, 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 21.  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


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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 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.


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         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 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


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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 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:


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         (a)  EXECUTIVE COMMITTEE.  There shall be an Executive Committee
consisting of the Chairman of the Board, presiding, and not less than seven
additional Directors, who shall be 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 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.


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         (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 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.

         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


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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.

                                           
                                     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 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.


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         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.

         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.


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         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 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


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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 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 


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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:  (i) any director, officer or employee of the corporation;
(ii) any person who, being or having been such a director, officer or employee,
is or was serving on behalf of the corporation at the request of an authorized
officer of the corporation as a director, officer, employee, trustee or agent of
another corporation, partnership, joint venture, trust or other enterprise; or
(iii) any person who is or was serving on behalf of the corporation at the
request of the Chairman of the Board or the President 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 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


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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.

         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


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<PAGE>

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 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


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<PAGE>

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 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


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<PAGE>

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 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:
(i) in the event of an adverse determination pursuant to Section 3 of this
Article; (ii) in respect of remuneration to the extent that it shall be
determined to have been paid in violation of law; (iii) in respect of amounts
owing under Section 16(b) of the Securities Exchange Act of 1934; or (iv) in
contravention of any federal law or applicable regulation of any federal bank
regulatory agency.  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


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<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 Directors or its officers provided by the General
Corporation Law of Delaware.  Unless the context otherwise requires, the General


                                          17


<PAGE>

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.


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