APPROVED
AUG 25 1995
CONRAD W. HEWITT
Superintandent of Banks
State of California
By THOMAS M. LODGMAN
Thomas M. Lodgman
Senior Counsel CERTIFICATE OF AMENDMENT
OF RESTATED ARTICLES OF INCORPORATION
THE BANK OF NEW YORK TRUST COMPANY OF CALIFORNIA ENDORSED
FILED
In the office of the Secretary of State
of the State of California
AUG 30 1995
BILL JONES
BILL JONES, Secretary of State

    James L. Birdwell and Jacqueline R. McSwiggan certify that:

    1.  They are the President and Secretary, respectively, of THE BANK OF NEW YORK TRUST COMPANY OF CALIFORNIA, a California Corporation (the "Corporation").

    2.  Articles One of the Articles of Incorporation of the Corporation is hereby amended to read as follows:

    "One: The name of the corporation is BNY Western Trust Company."

    3.  The amendment herein set forth has been duly approved by the Board of Directors of the Corporation at a meeting held on June 21, 1995.

    4.  The amendment herein set forth has been duly approved by written consent of the sole shareholder of the Corporation pursuant to section 603(a) of the California General Corporation Law.

    IN WITNESS WHEREOF, the undersigned have executed this certificate on June 23, 1995.

/s/ JAMES L. BIRDWELL James L. Birdwell

/s/ JACQUELINE R. MCSWIGGAN Jacqueline R. McSwiggan

    We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge.

Dated: June 22, 1995

/s/ JAMES L. BIRDWELL James L. Birdwell

/s/ JACQUELINE R. MCSWIGGAN Jacqueline R. McSwiggan