BY-LAWS

OF

BANK ONE CORPORATION
(A Delaware Corporation)

As Amended and Restated Effective as of May 19, 1999

ARTICLE I
Offices

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

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

ARTICLE II
Meetings of Stockholders

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

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

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

Section 4. Notice of Meetings. Written notice stating the place, date and hour
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of the meeting and, in the case of a special meeting, the purpose or purposes
for which the meeting is called, shall be given by or under the direction of the
Secretary, to each stockholder of record entitled to vote at such meeting.
Except as otherwise required by statute, the written notice shall be given not
less than ten nor more than sixty days before the date of the meeting. If
mailed, such notice shall be deemed to be given when deposited in the United
States mail, postage prepaid, directed to the stockholder at his address as it
appears on the records of the Corporation. Only such business
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shall be conducted at a special meeting of stockholders as shall have been
brought before the meeting pursuant to the Corporation's notice of meeting.
Attendance of a person at a meeting of stockholders shall constitute a waiver of
notice of such meeting, except when the stockholder attends for the express
purpose of objecting, at the beginning of the meeting, to the transaction of any
business because the meeting is not lawfully called or convened. Any previously
scheduled meeting of the stockholders may be postponed, and (unless the
Certificate of Incorporation otherwise provides) any special meeting of the
stockholders may be cancelled, by resolution of the Board of Directors upon
public notice given prior to the date previously scheduled for such meeting of
stockholders.

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

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

Section 7. Adjourned Meetings. When a meeting is adjourned to another time or
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place, notice need not be given of the adjourned meeting if the time and place
thereof are announced at the meeting at which the adjournment is taken. At the
adjourned meeting the Corporation may transact any business which might have
been transacted at the original meeting. If the adjournment is for more than
thirty days, or if after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting.

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

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

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Section 10. Notice of Stockholder Business and Nominations.
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A. Annual Meetings of Stockholders.
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(1) Nominations of persons for election to the Board of Directors of
the Corporation may be made at an annual meeting of stockholders
pursuant to the procedures set forth in the Certificate of
Incorporation. Proposals of other business to be considered by
the stockholders may be made at an annual meeting of
stockholders (a) pursuant to the Corporation's notice of
meeting, (b) by or at the direction of the Board of Directors or
(c) by any stockholder of the Corporation who was a stockholder
of record at the time of giving of notice provided for in this
By-Law, who is entitled to vote at the meeting and who complies
with the notice procedures set forth in this By-Law.

(2) For business other than nominations of director candidates to be
properly brought before an annual meeting by a stockholder
pursuant to clause (c) of paragraph (A)(1) of this By-Law, the
stockholder must have given timely notice thereof in writing to
the Secretary of the Corporation and such business must
otherwise be a proper matter for stockholder action. To be
timely, a stockholder's notice shall be received by the
Secretary at the principal executive offices of the Corporation
at least 90 days but no more than 120 days prior to the
anniversary date of the immediately preceding annual meeting of
stockholders; provided, however, that in the event that the date
of the annual meeting is more than 30 days before or more than
60 days after such anniversary date, notice by the stockholder
to be timely must be received not earlier than the close of
business on the 120th day prior to such annual meeting and not
later than the close of business on the later of the 90th day
prior to such annual meeting or the 10th day following the day
on which public announcement of the date of such meeting is
first made by the Corporation. In no event shall the public
announcement of an adjournment of an annual meeting commence a
new time period for the giving of a stockholder's notice as
described above. Such stockholder's notice shall set forth (a)
as to any business other than the nomination of director
candidates that the stockholder proposes to bring before the
meeting, a brief description of the business desired to be
brought before the meeting, the reasons for conducting such
business at the meeting and any material interest in such
business of such stockholder and the beneficial owner, if any,
on whose behalf the proposal is made; and (b) as to the
stockholder giving the notice and the beneficial owner, if any,
on whose behalf the proposal is made (i) the name and address of
such stockholder, as they appear on the Corporation's books, and
of such beneficial owner, and (ii) the class and number of
shares of the Corporation which are owned beneficially and of
record by such stockholder and such beneficial owner.

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(3) In the event that the date of the annual meeting is more than 30
days before or more than 60 days after the anniversary date of
the immediately preceding annual meeting of stockholders, notice
from a stockholder of a nomination of any director candidate by
the stockholder will be timely if it is received by the
Secretary at the principal executive offices of the Corporation
not earlier than the close of business on the 90th day prior to
such annual meeting and not later than the close of business on
the later of the 60th day prior to such annual meeting or the
10th day following the day on which public announcement of the
date of such meeting is first made by the Corporation. In no
event shall the public announcement of an adjournment of an
annual meeting commence a new time period for the giving of a
stockholder's notice as described above.

(4) In the event that the number of directors to be elected to the
Board of Directors of the Corporation is increased and there is
no public announcement by the Corporation naming all of the
nominees for director or specifying the size of the increased
Board of Directors at least 75 days prior to the first
anniversary of the preceding year's annual meeting, a
stockholder's notice required by this By-Law shall also be
considered timely, but only with respect to nominees for any new
positions created by such increase, if it shall be received by
the Secretary at the principal executive offices of the
Corporation not later than the close of business on the 10th day
following the day on which such public announcement is first
made by the Corporation.

B. Special Meetings of Stockholders.
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Only such business shall be conducted at a special meeting of
stockholders as shall have been brought before the meeting pursuant
to the Corporation's notice of meeting. Nominations of persons for
election to the Board of Directors of the Corporation may be made at
a special meeting of stockholders at which directors are to be
elected pursuant to the Corporation's notice of meeting (a) by the
Board of Directors or on behalf of the Board of Directors by any
nominating committee appointed by the Board of Directors, or (b)
provided that the Board of Directors has determined that directors
shall be elected at such meeting, by any stockholder of the
Corporation entitled to vote for the election of directors at the
meeting and who complies with the notice procedures set forth in
this By-Law. In the event the Corporation calls a special meeting
of stockholders for the purpose of electing one or more directors to
the Board of Directors, any such stockholder may nominate a person
or persons (as the case may be), for election to such position(s) as
specified in the Corporation's notice of meeting, if the
stockholder's notice required by this By-Law shall be received by
the Secretary at the principal executive offices of the Corporation
not earlier than the 120th day prior to such special meeting and not
later than the close of business on the later of the 90th day prior
to such special meeting or the 10th day following the day on which
public announcement is first made

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of the date of the special meeting and of the nominees proposed by
the Board of Directors to be elected at such meeting. The notice
shall set forth (i) the name and address of the stockholder who
intends to make the nomination; (ii) the name, age, business address
and, if known, residence address of each nominee; (iii) the
principal occupation or employment of each nominee; (iv) the number
of shares of stock of the Corporation which are beneficially owned
by each nominee and by the nominating stockholder; (v) any other
information concerning the nominee that must be disclosed of
nominees in proxy solicitation pursuant to Regulation 14A of the
Securities Exchange Act of 1934 (or any subsequent provisions
replacing such Regulation ); and (vi) the executed consent of each
nominee to serve as a director of the Corporation, if elected. In no
event shall the public announcement of an adjournment of a special
meeting commence a new time period for the giving of a stockholder's
notice as described above.

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

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

(3) Notwithstanding the foregoing provisions of this By-Law, a
stockholder shall also comply with all applicable requirements
of the Exchange Act and the rules and regulations thereunder
with respect to the matters set forth in this By-Law. Nothing
in this By-Law shall be deemed to affect

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any rights (i) of stockholders to request inclusion of proposals
in the Corporation's proxy statement pursuant to Rule 14a-8
under the Exchange Act or (ii) of the holders of any series of
Preferred Stock to elect directors under specified
circumstances.

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

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

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

ARTICLE III
Board of Directors

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

Section 2. Number. The number of the Directors of the Corporation shall be
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fixed from time to time by resolution adopted by the affirmative vote of a
majority of the entire Board of Directors of the Corporation, except that the
minimum number of directors shall be fixed at no less than eleven (11) and the
maximum number of directors shall be fixed at no more than thirty (30). At each
annual meeting of stockholders, successors of the directors shall be elected for
a term expiring at the annual meeting next following such annual meeting.

Section 3. Election and Term of Office. Except as otherwise provided in these
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By-laws, directors shall be elected at the annual meeting of stockholders.
Newly created directorships resulting from any increase in the number of
directors and any vacancies on the Board of Directors resulting from death,
resignation, disqualification, removal or other cause shall be filled by the
af-

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firmative vote of a majority of the remaining directors then in office, even
though less than a quorum, or by a sole remaining director. A director,
including any director chosen to fill a newly created directorship or any
vacancy, shall hold office until the next annual meeting following his election
or appointment to the Board of Directors, as applicable, and until such
director's successor shall have been elected and qualified. In no case will a
decrease in the number of directors shorten the term of any incumbent director.

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

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

Section 6. Special Meetings. Special meetings of the Board of Directors may be
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called by the Chairman of the Board or the President. Such meetings shall be
held at such times and at such places, within or without the State of Delaware,
as shall be determined by the officer calling the meeting. Notice of any
special meeting of directors shall be given to each director at his business or
residence in writing by hand delivery, first-class or overnight mail or courier
service, telegram or facsimile transmission, or orally by telephone. If mailed
by first-class mail, such notice shall be deemed adequately delivered when
deposited in the United States mails so addressed, with postage thereon prepaid,
at least two (2) days before such meeting. If by telegram, overnight mail or
courier service, such notice shall be deemed adequately delivered when the
telegram is delivered to the telegraph company or the notice is delivered to the
overnight mail or courier service company at least twenty-four (24) hours before
such meeting. If by facsimile transmission, such notice shall be deemed
adequately delivered when the notice is transmitted at least twelve (12) hours
before such meeting. Such notice need not state the purposes of the meeting.
Any or all directors may waive notice of any meeting, either before or after the
meeting. Attendance of a director at a meeting shall constitute a waiver of
notice of such meeting, except when the director attends for the express purpose
of objecting, at the beginning of the meeting, to the transaction of any
business because the meeting is not lawfully called or convened.

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

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

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writing, and the writing or writings are filed with the minutes of proceedings
of the Board or committee.

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

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

ARTICLE IV
Board Committees

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

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

ARTICLE V
Officers

Section 1. Number, Election, Term of Office and Qualification. The number,
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titles and duties of the officers shall be determined by the Board of Directors
from time to time, subject to the

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

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

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

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

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

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

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powers as may from time to time be assigned to the Treasurer by these By-Laws,
by the Board of Directors or by the Chief Executive Officer.

ARTICLE VI
Fixing Record Date

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

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

ARTICLE VII
Execution of Documents and Instruments

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

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

Section 3. Proxies and Consents. Proxies to vote and written consent with
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respect to shares of stock of other corporations owned by or standing in the
name of the Corporation may be exe-

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cuted and delivered from time to time on behalf of the Corporation by the
Chairman, the President, any Vice Chairman, any Vice President, the Secretary or
the Treasurer of the Corporation, or by any other person or persons duly
authorized by the Board of Directors.

ARTICLE VIII
Capital Stock

Section 1. Stock Certificates. The interest of every holder of stock in the
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Corporation shall be evidenced by a certificate or certificates signed by, or in
the name of the Corporation by the Chairman, President, Vice Chairman or a Vice
President, and by the Secretary or an Assistant Secretary of the Corporation
certifying the number of shares owned by him in the Corporation and in such form
not inconsistent with the Certificate of Incorporation or applicable law as the
Board of Directors may from time to time prescribe. If such certificate is
countersigned (1) by a transfer agent, whether or not a subsidiary of the
Corporation, other than the Corporation or its employee, or (2) by a registrar,
whether or not a subsidiary of the Corporation, other than the Corporation or
its employee, the signatures of the officers of the Corporation may be
facsimiles. In case any officer who has signed or whose facsimile signature has
been placed upon a certificate shall have ceased to be such officer before such
certificate is issued, it may be issued by the Corporation with the same effect
as if he were such officer at the date of issue.

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

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

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

Section 5. Lost, Destroyed and Stolen Certificates. Where the owner of a
---------------------------------------------------
certificate for shares claims that such certificate has been lost, destroyed or
wrongfully taken, the Corporation shall issue a new certificate in place of the
original certificate if the owner satisfies such reasonable

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requirements, including evidence of such loss, destruction, or wrongful taking,
as may be imposed by the Corporation, including but without limitation, the
delivery to the Corporation of an indemnity bond satisfactory to it.

ARTICLE IX
Indemnification

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

Section 2. Submission of Claim. To obtain indemnification under this By-Law, a
-------------------------------
claimant shall submit to the Corporation a written request, including therein or
therewith such documentation and information as is reasonably available to the
claimant and is reasonably necessary to determine whether and to what extent the
claimant is entitled to indemnification. In the event the determination of
entitlement to indemnification is to be made by Independent Counsel (as
hereinafter defined) as set forth in the Certificate of Incorporation, the
Independent Counsel shall be selected by the Board of Directors unless there
shall have occurred within two years prior to the date of the commencement of
the action, suit or proceeding for which indemnification is claimed a "Change of
Control" as defined in the Corporation's Stock Performance Plan, in which case
the Independent Counsel shall be selected by the claimant unless the claimant
shall request that such selection be made by the Board of Directors. If it is
so determined that the claimant is entitled to indemnification, payment to the
claimant shall be made within 10 days after such determination.

Section 3. Unpaid Claim. If a claim under Section 1 of this By-Law is not paid
------------------------
in full by the Corporation within thirty days after a written claim pursuant to
Section 2 of this By-Law has been received by the Corporation, the claimant may
at any time thereafter bring suit against the Corporation to recover the unpaid
amount of the claim and, if successful in whole or in part, the claimant shall
be entitled to be paid also the expense of prosecuting such claim. It shall be
a defense to any such action (other than an action brought to enforce a claim
for expenses incurred in defending any proceeding in advance of its final
disposition where the required undertaking, if any is required, has been
tendered to the Corporation) that the claimant has not met the standard of
conduct which makes it permissible under the General Corporation Law of the
State of Delaware for the Corporation to indemnify the claimant for the amount
claimed. It shall also be a defense if indemnification is not permissible under
applicable banking statutes or regulations. The burden of proving any such
defense shall be on the Corporation. Neither the failure of the Corporation
(in-

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cluding its Board of Directors, Independent Counsel or stockholders) to have
made a determination prior to the commencement of such action that
indemnification of the claimant is proper in the circumstances because he or she
has met the applicable standard of conduct set forth in the General Corporation
Law of the State of Delaware, nor an actual determination by the Corporation
(including its Board of Directors, Independent Counsel or stockholders) that the
claimant has not met such applicable standard of conduct, shall be a defense to
the action or create a presumption that the claimant has not met the applicable
standard of conduct.

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

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

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

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

Section 8. Validity. If any provision or provisions of this By-Law shall be
--------------------
held to be invalid, illegal or unenforceable for any reason whatsoever(1) the
validity, legality and enforceability of the remaining provisions of this By-Law
(including, without limitation, each portion of any Section of this By-Law
containing any such provision held to be invalid, illegal or unenforceable, that
is not itself held to be invalid, illegal or unenforceable) shall not in any way
be affected or impaired thereby; and (2) to the fullest extent possible, the
provisions of this By-Law (including, without limitation, each such portion of
any Section of this By-Law containing any such provision held to be invalid,
illegal or unenforceable) shall be construed so as to give effect to the intent
manifested by the provision held invalid, illegal or unenforceable.

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

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

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

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

ARTICLE X
Seal

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

ARTICLE XI
Fiscal Year

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

ARTICLE XII
Amendments

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

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