<PAGE>   1

   
     As filed with the Securities and Exchange Commission on June 15, 1999
                                               Registration Nos. 333-79827
                                                             333-29255 
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                           ---------------------------

                                AMENDMENT NO. 1
                                       TO
                                    FORM S-3
                             REGISTRATION STATEMENT
                                       AND
                         POST-EFFECTIVE AMENDMENT NO. 2
                                      UNDER
                           THE SECURITIES ACT OF 1933

                           ---------------------------

                           CONTINENTAL AIRLINES, INC.
                (Name of registrant as specified in its charter)



<TABLE>
<S>                                                                          <C>       
                       DELAWARE                                                             74-2099724
(State or other jurisdiction of incorporation or organization)                 (I.R.S. Employer Identification No.)

                                                                                     JEFFERY A. SMISEK, ESQ.
                                                                                    EXECUTIVE VICE PRESIDENT,
                      1600 SMITH STREET                                          GENERAL COUNSEL AND SECRETARY
                    HOUSTON, TEXAS 77002                                               1600 SMITH STREET
                      (713) 324-5000                                                    DEPARTMENT HQSEO
                                                                                       HOUSTON, TEXAS 77002
                                                                                          (713) 324-5000

      (Address, including zip code, and telephone number,               (Name, address, including zip code, and telephone 
including area code, of Registrant's principal executive offices)       number, including area code, of agent for service)
</TABLE>



                                   Copies to:
                                 SCOTT N. WULFE
                                ROBERT K. HATCHER
                             VINSON & ELKINS L.L.P.
                              2300 FIRST CITY TOWER
                            HOUSTON, TEXAS 77002-6760
                                 (713) 758-2222
                              (713) 758-2346 (FAX)

                           ---------------------------

   APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
time after the registration statement becomes effective.

   If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]

   If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]

   If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]

   If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

   If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.  [ ]

         THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.

================================================================================



<PAGE>   2


                                EXPLANATORY NOTE

         This amendment is being filed solely to complete Part II of this
Registration Statement and include the exhibits that were not previously filed.

<PAGE>   3



                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14.      OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

     The following table sets forth the estimated expenses in connection with
the distribution of the securities covered by this Registration Statement. All
of the expenses will be borne by the Company except as otherwise indicated.



<TABLE>
<S>                                                     <C>      
Registration fee....................................... $  83,400
Fees and expenses of accountants.......................    30,000
Fees and expenses of legal counsel ....................   150,000
Fees and expenses of Trustee and counsel...............     5,000
Printing and engraving expenses........................   100,000
Miscellaneous..........................................     6,600
                                                        ---------
         Total......................................... $ 375,000
                                                        =========
</TABLE>


ITEM 15.      INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The Company's Certificate of Incorporation and Bylaws provide that
directors, officers, employees and agents shall be indemnified to the fullest
extent permitted by Section 145 of the Delaware General Corporation Law (the
"GCL").

     Section 145 of the GCL authorizes, among other things, a corporation to
indemnify any person ("indemnitee") who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the corporation), by reason of the fact that such person
is or was an officer or director of such corporation, or is or was serving at
the request of such corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise. The
indemnity may include expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, provided that he acted in good
faith and in a manner he 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 his conduct was unlawful. A
Delaware corporation may indemnify past or present officers and directors of
such corporation or of another corporation or other enterprise at the former
corporation's request, in an action by or in the right of the corporation to
procure a judgment in its favor under the same conditions, except that no
indemnification is permitted without judicial approval if such person is
adjudged to be liable to the corporation. Where an officer or director is
successful on the merits or otherwise in defense of any action referred to
above, or in defense of any claim, issue or matter therein, the corporation must
indemnify him against the expenses (including attorneys' fees) which he actually
and reasonably incurred in connection therewith. Section 145 further provides
that any indemnification shall be made by the corporation only as authorized in
each specific case upon a determination by the (i) stockholders, (ii) Board of
Directors by a majority vote of a quorum consisting of directors who were not
parties to such action, suit or proceeding or (iii) independent counsel if a
quorum of disinterested directors so directs. Section 145 provides that
indemnification pursuant to its provision is not exclusive of other rights of
indemnification to which a person may be entitled under any bylaw, agreement,
vote of stockholders or disinterested directors or otherwise.

                                       2


<PAGE>   4



     Section 145 of the GCL also empowers the Company to purchase and maintain
insurance on behalf of any person who is or was an officer or director of the
Company against liability asserted against or incurred by him in any such
capacity, whether or not the Company would have the power to indemnify such
officer or director against such liability under the provisions of Section 145.
The Company maintains a directors' and officers' liability policy for such
purposes.

     The Certificate of Incorporation and Bylaws also limit the personal
liability of directors to the Company and its stockholders for monetary damages
resulting from certain breaches of the directors' fiduciary duties. The Bylaws
of the Company provide as follows:

         "No Director of the Corporation shall be personally liable to the
     Corporation or its stockholders for monetary damage for breach of fiduciary
     duty as a Director, except for liability (i) for any breach of the
     Director's duty of loyalty to the Corporation or its stockholders, (ii) for
     acts or omissions not in good faith or which involve intentional misconduct
     or a knowing violation of law, (iii) under Section 174 of the GCL, or (iv)
     for any transaction from which the Director derived any improper personal
     benefit. If the GCL is amended to authorize corporate action further
     eliminating or limiting the personal liability of Directors, then the
     liability of Directors of the Corporation shall be eliminated or limited to
     the full extent permitted by the GCL, as so amended."

     The form of Underwriting Agreement filed as Exhibit 1.1 to this
Registration Statement contains certain provisions for indemnification of
directors and officers of the Company and the Underwriters against civil
liabilities under the Securities Act.

ITEM 16.      EXHIBITS.

     The following documents are filed as exhibits to this Registration
Statement, including those exhibits incorporated herein by reference to a prior
filing of the Company under the Securities Act or the Exchange Act as indicated
in parenthesis:




<TABLE>
<CAPTION>
   EXHIBIT NO.                           DESCRIPTION
   -----------                           -----------
<S>                <C>
     *1.1       -- Form of Underwriting Agreement (debt securities).

      4.1       -- Restated Certificate of Incorporation of the Company 
                   (incorporated by reference to Exhibit 4.1(a) to the Company's
                   Form S-8 Registration Statement (No. 333-06993)) and that
                   certain Certificate of Designation of the Company's Series A
                   Junior Participating Preferred Stock (incorporated by
                   reference to Exhibit A of Exhibit 4.1 to the Company's
                   Current Report on Form 8-K dated November 20, 1998).
      4.2       -- Bylaws of the Company (incorporated by reference to Exhibit
                   99.3 to the Company's Current Report on Form 8-K dated
                   November 20, 1998).
      4.3       -- Form of Senior Indenture (incorporated by reference to
                   Exhibit 4.1 of the Company's Form S-3 filed with the SEC on
                   June 16, 1997).
      4.4       -- Form of Subordinated Indenture (incorporated by reference to
                   Exhibit 4.2 of the Company's Form S-3 filed with the SEC on
                   June 16, 1997).
   ***4.5       -- Form of Senior Debt Securities.
   ***4.6       -- Form of Subordinated Debt Securities.
   ***4.7       -- Form of Depositary Agreement
   ***4.8       -- Form of Depositary Receipt
    **5.1       -- Opinion of Vinson & Elkins L.L.P. as to the legality of the
                   securities being registered.
 ****12.1       -- Computation of Ratio of Earnings to Fixed Charges.
 ****23.1       -- Consent of Ernst & Young LLP.
</TABLE>



                                       3



<PAGE>   5



<TABLE>
<CAPTION>
   EXHIBIT NO.                           DESCRIPTION
   -----------                           -----------
<S>                <C>
   **23.2       -- Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1).
   **23.3       -- Consent of Bank One, N.A.
   **24.1       -- Powers of attorney.
   **25.1       -- Statement of Eligibility of Bank One, N.A. with respect to
                   the senior debt securities.
   **25.2       -- Statement of Eligibility of Bank One, N.A. with respect to
                   the subordinated debt securities.
</TABLE>


---------------------------

   
*        The Company will file any underwriting agreement relating to any
         Securities that it may enter into as an exhibit to a Current Report
         on Form 8-K.
    
**       Filed herewith.
***      To be filed as an amendment to this Registration Statement or as an
         exhibit to a Current Report on Form 8-K.
****     Previously filed.

ITEM 17.      UNDERTAKINGS

         (a)      The registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
         being made, a post-effective amendment to this registration statement:

                           (i) To include any prospectus required by Section
                  10(a)(3) of the Securities Act of 1933;

                           (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of the registration statement
                  (or the most recent post-effective amendment thereof) which,
                  individually or in the aggregate, represent a fundamental
                  change in the information set forth in the registration
                  statement; notwithstanding the foregoing, any increase or
                  decrease in the volume of securities offered (if the total
                  dollar value of securities offered would not exceed that which
                  was registered) and any deviation from the low or high end of
                  the estimated maximum offering range may be reflected in the
                  form of prospectus filed with the Commission pursuant to Rule
                  424(b) if, in the aggregate, the changes in volume and price
                  represent no more than a 20% change in the maximum aggregate
                  offering price set forth in the "Calculation of Registration
                  Fee" table in the effective registration statement; and

                           (iii) To include any material information with
                  respect to the plan of distribution not previously disclosed
                  in the registration statement or any material change to such
                  information in the registration statement;

         provided, however, that the undertakings set forth in clauses (i) and
         (ii) above do not apply if the information required to be included in a
         post-effective amendment by those clauses is contained in periodic
         reports filed with or furnished to the Securities and Exchange
         Commission by the Company pursuant to Section 13 or Section 15(d) of
         the Securities Exchange Act of 1934 that are incorporated by reference
         in the registration statement.

                  (2) That, for the purpose of determining any liability under
         the Securities Act of 1933, each such post-effective amendment shall be
         deemed to be a new registration statement relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

                                       4


<PAGE>   6



                  (3) To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

         (b) The registrant hereby undertakes that:

                  (1) That for purposes of determining any liability under the
         Securities Act of 1933, the information omitted from the form of
         prospectus filed as part of a registration statement in reliance upon
         Rule 430A and contained in a form of prospectus filed by the registrant
         pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act of
         1933 shall be deemed to be part of this registration statement as of
         the time it was declared effective.

                  (2) That, for purpose of determining any liability under the
         Securities Act of 1933, each post-effective amendment that contains a
         form of prospectus shall be deemed to be a new registration statement
         relating to the securities offered therein, and the offering of such
         securities at that time shall be deemed to be the initial bona fide
         offering thereof.

         (c) The registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

         (d) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions set forth in Item 15, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by a
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

         (e) The registrant hereby undertakes to file an application for the
purpose of determining the eligibility of the trustee to act under subsection
(a) of Section 310 of the Trust Indenture Act ("Act") in accordance with the
rules and regulations prescribed by the Commission under Section 305(6)(2) of
the Act.


                                       5


<PAGE>   7



                                   SIGNATURES

   
         Pursuant to the requirements of the Securities Act of 1933, Continental
Airlines, Inc. certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
registration statement or amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas,
on June 15, 1999.
    

                                          CONTINENTAL AIRLINES, INC.


                                          By: /s/ JENNIFER L. VOGEL     
                                             --------------------------------
                                             Jennifer L. Vogel
                                             Vice President-Legal


   
         Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement or amendment has been signed below by the following
persons in the capacities indicated on the 15th day of June, 1999.
    



<TABLE>
<CAPTION>
                SIGNATURE                                           TITLE
                ---------                                           -----
<S>                                               <C>
                  *                               Chairman of the Board and Chief Executive
----------------------------------------          Officer (Principal Executive Officer)
         Gordon M. Bethune              

                  *                               Executive Vice President and Chief Financial
----------------------------------------          Officer (Principal Financial Officer)
         Lawrence W. Kellner            

                  *                               Vice President and Controller (Principal
----------------------------------------          Accounting Officer)
         Michael P. Bonds               

                  *                               Director
----------------------------------------
         Thomas J. Barrack, Jr.

                  *                               President, Chief Operating Officer and Director
----------------------------------------
         Gregory D. Brenneman

                  *                               Director
----------------------------------------
         David Bonderman

                  *                               Director
----------------------------------------
         Kirbyjon H. Caldwell

                  *                               Director
----------------------------------------
         Patrick Foley

                  *                               Director
----------------------------------------
         Douglas H. McCorkindale

                  *                               Director
----------------------------------------
         George G.C. Parker

                  *                               Director
----------------------------------------
         Richard W. Pogue

                  *                               Director
----------------------------------------
         William S. Price, III

                  *                               Director
----------------------------------------
         Donald L. Sturm

                  *                               Director
----------------------------------------
         Karen Hastie Williams

                  *                               Director
----------------------------------------
         Charles A. Yamarone
</TABLE>



*By: /s/ JENNIFER L. VOGEL
    ----------------------------
    Jennifer L. Vogel
    Attorney-in-fact


                                       6



<PAGE>   8



                                INDEX TO EXHIBITS



<TABLE>
<CAPTION>
   EXHIBIT NO.                           DESCRIPTION
   -----------                           -----------
<S>           <C>  <C>
       *1.1   --   Form of Underwriting Agreement (Debt Securities).

        4.1   --   Certificate of Incorporation of the Company (incorporated
                   by reference to Exhibit 4.1(a) to the Company's Form S-8
                   Registration Statement (No. 333-06993)) and that certain
                   Certificate of Designation of the Company's Series A Junior
                   Participating Preferred Stock (incorporated by reference to
                   Exhibit A of Exhibit 4.1 to the Company's Current Report on
                   Form 8-K dated November 20, 1998).

        4.2   --   Bylaws of the Company (incorporated by reference to Exhibit
                   99.3 to the Company's Current Report on Form 8-K dated
                   November 20, 1998).

        4.3   --   Form of Senior Indenture (incorporated by reference to
                   Exhibit 4.1 of the Company's Form S-3 filed with the SEC on
                   June 16, 1997).

        4.4   --   Form of Subordinated Indenture (incorporated by reference to
                   Exhibit 4.2 of the Company's Form S-3 filed with the SEC on
                   June 16, 1997).

     ***4.5   --   Form of Senior Debt Securities.

     ***4.6   --   Form of Subordinated Debt Securities.

     ***4.7   --   Form of Depositary Agreement

     ***4.8   --   Form of Depositary Receipt

      **5.1   --   Opinion of Vinson & Elkins L.L.P. as to the legality of the
                   securities being registered.

   ****12.1   --   Computation of Ratio of Earnings to Fixed Charges.

   ****23.1   --   Consent of Ernst & Young LLP.

     **23.2   --   Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1).

     **23.3   --   Consent of Bank One, N.A.

     **24.1   --   Powers of attorney.

     **25.1   --   Statement of Eligibility of Bank One, N.A. with respect to
                   the senior debt securities.

     **25.2   --   Statement of Eligibility of Bank One, N.A. with respect to
                   the subordinated debt securities.
</TABLE>


---------------------------

   
*        The Company will file any underwriting agreement relating to any
         Securities that it may enter into as an exhibit to a Current Report
         on Form 8-K.
    
**       Filed herewith.
***      To be filed as an amendment to this Registration Statement or as an
         exhibit to a Current Report on Form 8-K.
****     Previously filed.








<PAGE>   1
                                                                    EXHIBIT 5.1

                      [VINSON & ELKINS L.L.P. LETTERHEAD]

    (713) 758-2222                                              (713) 758-2346


   
                                                             June 15, 1999
    


Continental Airlines, Inc.
1600 Smith Street
Houston, Texas  77002

    Re:       Continental Airlines, Inc. (the "Company")
              Registration Statement on Form S-3 under the Securities Act 
              of 1933 (the "Act")

Ladies and Gentlemen:

           We have acted as counsel for the Company, a Delaware corporation,
relating to the Company's unsecured debt securities, in one or more series,
consisting of notes, debentures or other evidences of indebtedness (the "Debt
Securities") to be issued from time to time pursuant to Rule 415 under the Act
for an aggregate initial offering price not to exceed $300,000,000. Each
capitalized term used herein, unless otherwise defined herein, has the meaning
ascribed to it in the Registration Statement.

           Before rendering our opinion, we examined certain corporate records
of the Company, including its Restated Certificate of Incorporation, its Bylaws,
and certain resolutions of the Board of Directors of the Company. We also
examined the Registration Statement, together with the exhibits thereto, and
such certificates of officers of the Company, other documents and records as we
have deemed necessary for the purposes of this opinion.
 As to matters of fact
relevant to the opinions expressed herein, and as to factual matters arising in
connection with our examination of corporate documents, records and other
documents and writings, we relied upon certificates and other communications of
corporate officers of the Company, without further investigation as to the facts
set forth therein.

           In connection with this opinion, we have assumed that (i) the
Registration Statement, and any amendments thereto (including post-effective
amendments), will have become effective; (ii) a Prospectus Supplement will have
been prepared and filed with the Securities and Exchange Commission (the
"Commission") describing the Debt Securities offered thereby; (iii) all Debt
Securities will be issued and sold in compliance with applicable federal and
state securities laws and in the manner stated in the Registration Statement
and the appropriate Prospectus Supplement; and (iv) a definitive purchase,
underwriting or similar agreement with respect to any Debt Securities




<PAGE>   2
   
Continental Airlines, Inc.
Page 2
June 15, 1999
    


offered will have been duly authorized and validly executed and delivered by
the Company and the other parties thereto.

           Based upon the foregoing, we are of the opinion that with respect to
Debt Securities to be issued under either of the Indentures, when (i) the
Indentures have been duly qualified under the Trust Indenture Act of 1939, as
amended; (ii) the Board of Directors has taken all necessary corporate action
to approve the issuance and terms of such Debt Securities, the terms of the
offering thereof and related matters; and (iii) such Debt Securities have been
duly executed, authenticated, issued and delivered in accordance with the
provisions of the applicable Indenture and in accordance with the applicable
definitive purchase, underwriting or similar agreement approved by the Board of
Directors upon payment of the consideration therefor provided for therein, such
Debt Securities will be legally issued and will constitute valid and binding
obligations of the Company, enforceable against the Company in accordance with
their terms, except as such enforcement is subject to any applicable
bankruptcy, insolvency, reorganization or other law relating to or affecting
creditors' rights generally and general principles of equity.

           We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. By giving such consent, we do not admit that we are
within the category of persons whose consent is required under Section 7 of the
Act or the rules and regulations of the Commission issued thereunder. For
purposes of this opinion, we assume that the securities to be issued pursuant
to the Registration Statement will be issued in compliance with all applicable
state securities or Blue Sky laws.

                                                     Very truly yours,

                                                     /s/ Vinson & Elkins L.L.P.

                                                     VINSON & ELKINS L.L.P.






<PAGE>   1
                                                                    EXHIBIT 23.3

Securities and Exchange Commission
Washington, D.C. 20549


                                    CONSENT

The undersigned, designated to act as Trustee under the Indentures for
Continental Airlines, Inc. described in the attached Statements of Eligibility
and Qualification, does hereby consent that reports of examinations by Federal,
State, Territorial, or District Authorities may be furnished by such
authorities to the Commission upon the request of the Commission.

This Consent is given pursuant to the provision of Section 321(b) of the Trust
Indenture Act of 1939, as amended.


                                             Bank One, NA


   
Dated: June 15, 1999                    By: /s/ DAVID KNOX
    


                                             Authorized Signer





<PAGE>   1
                                                                    EXHIBIT 24.1


                                POWER OF ATTORNEY

         The undersigned director and/or officer of Continental Airlines, Inc.,
a Delaware corporation (the "Company"), does hereby constitute and appoint
Lawrence W. Kellner, Jeffery A. Smisek, Jennifer L. Vogel and Scott R. Peterson,
or any of them, as the undersigned's true and lawful attorneys in-fact and
agents to do any and all things in the undersigned's name and behalf in the
undersigned's capacity as a director and/or officer of the Company, and to
execute any and all instruments for the undersigned and in the undersigned's
name and capacity as a director and/or officer that such person or persons may
deem necessary or advisable to enable the Company to comply with the Securities
Act of 1933, as amended, and any rules, regulations or requirements of the
Securities and Exchange Commission in connection with that certain shelf
Registration Statement on Form S-3 relating to relating to future debt offerings
of the Company (the "Registration Statement"), including specifically, but not
limited to, power and authority to sign for the undersigned in the capacity as a
director and/or officer of the Company the Registration Statement, and any and
all amendments thereto, including post-effective
 amendments, and the undersigned
does hereby ratify and confirm all that such person or persons shall do or cause
to be done by virtue hereof.



                                                  /s/ GORDON M. BETHUNE
                                                  -----------------------------
                                                          (Signature)



                                     Printed Name: Gordon M. Bethune
                                                  -----------------------------


                                          Dated and effective as of May 18, 1999




<PAGE>   2

                                POWER OF ATTORNEY

         The undersigned director and/or officer of Continental Airlines, Inc.,
a Delaware corporation (the "Company"), does hereby constitute and appoint
Lawrence W. Kellner, Jeffery A. Smisek, Jennifer L. Vogel and Scott R. Peterson,
or any of them, as the undersigned's true and lawful attorneys in-fact and
agents to do any and all things in the undersigned's name and behalf in the
undersigned's capacity as a director and/or officer of the Company, and to
execute any and all instruments for the undersigned and in the undersigned's
name and capacity as a director and/or officer that such person or persons may
deem necessary or advisable to enable the Company to comply with the Securities
Act of 1933, as amended, and any rules, regulations or requirements of the
Securities and Exchange Commission in connection with that certain shelf
Registration Statement on Form S-3 relating to relating to future debt offerings
of the Company (the "Registration Statement"), including specifically, but not
limited to, power and authority to sign for the undersigned in the capacity as a
director and/or officer of the Company the Registration Statement, and any and
all amendments thereto, including post-effective amendments, and the undersigned
does hereby ratify and confirm all that such person or persons shall do or cause
to be done by virtue hereof.



                                                  /s/ LAWRENCE W. KELLNER
                                                  -----------------------------
                                                          (Signature)



                                     Printed Name: Lawrence W. Kellner
                                                  -----------------------------


                                          Dated and effective as of May 18, 1999




<PAGE>   3

                                POWER OF ATTORNEY

         The undersigned director and/or officer of Continental Airlines, Inc.,
a Delaware corporation (the "Company"), does hereby constitute and appoint
Lawrence W. Kellner, Jeffery A. Smisek, Jennifer L. Vogel and Scott R. Peterson,
or any of them, as the undersigned's true and lawful attorneys in-fact and
agents to do any and all things in the undersigned's name and behalf in the
undersigned's capacity as a director and/or officer of the Company, and to
execute any and all instruments for the undersigned and in the undersigned's
name and capacity as a director and/or officer that such person or persons may
deem necessary or advisable to enable the Company to comply with the Securities
Act of 1933, as amended, and any rules, regulations or requirements of the
Securities and Exchange Commission in connection with that certain shelf
Registration Statement on Form S-3 relating to relating to future debt offerings
of the Company (the "Registration Statement"), including specifically, but not
limited to, power and authority to sign for the undersigned in the capacity as a
director and/or officer of the Company the Registration Statement, and any and
all amendments thereto, including post-effective amendments, and the undersigned
does hereby ratify and confirm all that such person or persons shall do or cause
to be done by virtue hereof.



                                                  /s/ MICHAEL P. BONDS
                                                  -----------------------------
                                                          (Signature)



                                     Printed Name: Michael P. Bonds
                                                  -----------------------------


                                          Dated and effective as of May 18, 1999




<PAGE>   4

                                POWER OF ATTORNEY

         The undersigned director and/or officer of Continental Airlines, Inc.,
a Delaware corporation (the "Company"), does hereby constitute and appoint
Lawrence W. Kellner, Jeffery A. Smisek, Jennifer L. Vogel and Scott R. Peterson,
or any of them, as the undersigned's true and lawful attorneys in-fact and
agents to do any and all things in the undersigned's name and behalf in the
undersigned's capacity as a director and/or officer of the Company, and to
execute any and all instruments for the undersigned and in the undersigned's
name and capacity as a director and/or officer that such person or persons may
deem necessary or advisable to enable the Company to comply with the Securities
Act of 1933, as amended, and any rules, regulations or requirements of the
Securities and Exchange Commission in connection with that certain shelf
Registration Statement on Form S-3 relating to relating to future debt offerings
of the Company (the "Registration Statement"), including specifically, but not
limited to, power and authority to sign for the undersigned in the capacity as a
director and/or officer of the Company the Registration Statement, and any and
all amendments thereto, including post-effective amendments, and the undersigned
does hereby ratify and confirm all that such person or persons shall do or cause
to be done by virtue hereof.



                                                  /s/ THOMAS J. BARRACK, JR.
                                                  -----------------------------
                                                          (Signature)



                                     Printed Name: Thomas J. Barrack, Jr.
                                                  -----------------------------


                                          Dated and effective as of May 18, 1999




<PAGE>   5

                                POWER OF ATTORNEY

         The undersigned director and/or officer of Continental Airlines, Inc.,
a Delaware corporation (the "Company"), does hereby constitute and appoint
Lawrence W. Kellner, Jeffery A. Smisek, Jennifer L. Vogel and Scott R. Peterson,
or any of them, as the undersigned's true and lawful attorneys in-fact and
agents to do any and all things in the undersigned's name and behalf in the
undersigned's capacity as a director and/or officer of the Company, and to
execute any and all instruments for the undersigned and in the undersigned's
name and capacity as a director and/or officer that such person or persons may
deem necessary or advisable to enable the Company to comply with the Securities
Act of 1933, as amended, and any rules, regulations or requirements of the
Securities and Exchange Commission in connection with that certain shelf
Registration Statement on Form S-3 relating to relating to future debt offerings
of the Company (the "Registration Statement"), including specifically, but not
limited to, power and authority to sign for the undersigned in the capacity as a
director and/or officer of the Company the Registration Statement, and any and
all amendments thereto, including post-effective amendments, and the undersigned
does hereby ratify and confirm all that such person or persons shall do or cause
to be done by virtue hereof.



                                                  /s/ GREGORY D. BRENNEMAN
                                                  -----------------------------
                                                          (Signature)



                                     Printed Name: Gregory D. Brenneman
                                                  -----------------------------


                                          Dated and effective as of May 18, 1999




<PAGE>   6

                                POWER OF ATTORNEY

         The undersigned director and/or officer of Continental Airlines, Inc.,
a Delaware corporation (the "Company"), does hereby constitute and appoint
Lawrence W. Kellner, Jeffery A. Smisek, Jennifer L. Vogel and Scott R. Peterson,
or any of them, as the undersigned's true and lawful attorneys in-fact and
agents to do any and all things in the undersigned's name and behalf in the
undersigned's capacity as a director and/or officer of the Company, and to
execute any and all instruments for the undersigned and in the undersigned's
name and capacity as a director and/or officer that such person or persons may
deem necessary or advisable to enable the Company to comply with the Securities
Act of 1933, as amended, and any rules, regulations or requirements of the
Securities and Exchange Commission in connection with that certain shelf
Registration Statement on Form S-3 relating to relating to future debt offerings
of the Company (the "Registration Statement"), including specifically, but not
limited to, power and authority to sign for the undersigned in the capacity as a
director and/or officer of the Company the Registration Statement, and any and
all amendments thereto, including post-effective amendments, and the undersigned
does hereby ratify and confirm all that such person or persons shall do or cause
to be done by virtue hereof.



                                                  /s/ DAVID BONDERMAN
                                                  -----------------------------
                                                          (Signature)



                                     Printed Name: David Bonderman
                                                  -----------------------------


                                          Dated and effective as of May 18, 1999




<PAGE>   7

                                POWER OF ATTORNEY

         The undersigned director and/or officer of Continental Airlines, Inc.,
a Delaware corporation (the "Company"), does hereby constitute and appoint
Lawrence W. Kellner, Jeffery A. Smisek, Jennifer L. Vogel and Scott R. Peterson,
or any of them, as the undersigned's true and lawful attorneys in-fact and
agents to do any and all things in the undersigned's name and behalf in the
undersigned's capacity as a director and/or officer of the Company, and to
execute any and all instruments for the undersigned and in the undersigned's
name and capacity as a director and/or officer that such person or persons may
deem necessary or advisable to enable the Company to comply with the Securities
Act of 1933, as amended, and any rules, regulations or requirements of the
Securities and Exchange Commission in connection with that certain shelf
Registration Statement on Form S-3 relating to relating to future debt offerings
of the Company (the "Registration Statement"), including specifically, but not
limited to, power and authority to sign for the undersigned in the capacity as a
director and/or officer of the Company the Registration Statement, and any and
all amendments thereto, including post-effective amendments, and the undersigned
does hereby ratify and confirm all that such person or persons shall do or cause
to be done by virtue hereof.



                                                  /s/ KIRBYJON H. CALDWELL
                                                  -----------------------------
                                                          (Signature)



                                     Printed Name: Kirbyjon H. Caldwell
                                                  -----------------------------


                                          Dated and effective as of May 18, 1999




<PAGE>   8

                                POWER OF ATTORNEY

         The undersigned director and/or officer of Continental Airlines, Inc.,
a Delaware corporation (the "Company"), does hereby constitute and appoint
Lawrence W. Kellner, Jeffery A. Smisek, Jennifer L. Vogel and Scott R. Peterson,
or any of them, as the undersigned's true and lawful attorneys in-fact and
agents to do any and all things in the undersigned's name and behalf in the
undersigned's capacity as a director and/or officer of the Company, and to
execute any and all instruments for the undersigned and in the undersigned's
name and capacity as a director and/or officer that such person or persons may
deem necessary or advisable to enable the Company to comply with the Securities
Act of 1933, as amended, and any rules, regulations or requirements of the
Securities and Exchange Commission in connection with that certain shelf
Registration Statement on Form S-3 relating to relating to future debt offerings
of the Company (the "Registration Statement"), including specifically, but not
limited to, power and authority to sign for the undersigned in the capacity as a
director and/or officer of the Company the Registration Statement, and any and
all amendments thereto, including post-effective amendments, and the undersigned
does hereby ratify and confirm all that such person or persons shall do or cause
to be done by virtue hereof.



                                                  /s/ PATRICK FOLEY
                                                  -----------------------------
                                                          (Signature)



                                     Printed Name: Patrick Foley
                                                  -----------------------------


                                          Dated and effective as of May 18, 1999




<PAGE>   9

                                POWER OF ATTORNEY

         The undersigned director and/or officer of Continental Airlines, Inc.,
a Delaware corporation (the "Company"), does hereby constitute and appoint
Lawrence W. Kellner, Jeffery A. Smisek, Jennifer L. Vogel and Scott R. Peterson,
or any of them, as the undersigned's true and lawful attorneys in-fact and
agents to do any and all things in the undersigned's name and behalf in the
undersigned's capacity as a director and/or officer of the Company, and to
execute any and all instruments for the undersigned and in the undersigned's
name and capacity as a director and/or officer that such person or persons may
deem necessary or advisable to enable the Company to comply with the Securities
Act of 1933, as amended, and any rules, regulations or requirements of the
Securities and Exchange Commission in connection with that certain shelf
Registration Statement on Form S-3 relating to relating to future debt offerings
of the Company (the "Registration Statement"), including specifically, but not
limited to, power and authority to sign for the undersigned in the capacity as a
director and/or officer of the Company the Registration Statement, and any and
all amendments thereto, including post-effective amendments, and the undersigned
does hereby ratify and confirm all that such person or persons shall do or cause
to be done by virtue hereof.



                                                  /s/ DOUGLAS H. MCCORKINDALE
                                                  -----------------------------
                                                          (Signature)



                                     Printed Name: Douglas H. McCorkindale
                                                  -----------------------------


                                          Dated and effective as of May 18, 1999




<PAGE>   10

                                POWER OF ATTORNEY

         The undersigned director and/or officer of Continental Airlines, Inc.,
a Delaware corporation (the "Company"), does hereby constitute and appoint
Lawrence W. Kellner, Jeffery A. Smisek, Jennifer L. Vogel and Scott R. Peterson,
or any of them, as the undersigned's true and lawful attorneys in-fact and
agents to do any and all things in the undersigned's name and behalf in the
undersigned's capacity as a director and/or officer of the Company, and to
execute any and all instruments for the undersigned and in the undersigned's
name and capacity as a director and/or officer that such person or persons may
deem necessary or advisable to enable the Company to comply with the Securities
Act of 1933, as amended, and any rules, regulations or requirements of the
Securities and Exchange Commission in connection with that certain shelf
Registration Statement on Form S-3 relating to relating to future debt offerings
of the Company (the "Registration Statement"), including specifically, but not
limited to, power and authority to sign for the undersigned in the capacity as a
director and/or officer of the Company the Registration Statement, and any and
all amendments thereto, including post-effective amendments, and the undersigned
does hereby ratify and confirm all that such person or persons shall do or cause
to be done by virtue hereof.



                                                  /s/ GEORGE G.C. PARKER
                                                  -----------------------------
                                                          (Signature)



                                     Printed Name: George G.C. Parker
                                                  -----------------------------


                                          Dated and effective as of May 18, 1999




<PAGE>   11

                                POWER OF ATTORNEY

         The undersigned director and/or officer of Continental Airlines, Inc.,
a Delaware corporation (the "Company"), does hereby constitute and appoint
Lawrence W. Kellner, Jeffery A. Smisek, Jennifer L. Vogel and Scott R. Peterson,
or any of them, as the undersigned's true and lawful attorneys in-fact and
agents to do any and all things in the undersigned's name and behalf in the
undersigned's capacity as a director and/or officer of the Company, and to
execute any and all instruments for the undersigned and in the undersigned's
name and capacity as a director and/or officer that such person or persons may
deem necessary or advisable to enable the Company to comply with the Securities
Act of 1933, as amended, and any rules, regulations or requirements of the
Securities and Exchange Commission in connection with that certain shelf
Registration Statement on Form S-3 relating to relating to future debt offerings
of the Company (the "Registration Statement"), including specifically, but not
limited to, power and authority to sign for the undersigned in the capacity as a
director and/or officer of the Company the Registration Statement, and any and
all amendments thereto, including post-effective amendments, and the undersigned
does hereby ratify and confirm all that such person or persons shall do or cause
to be done by virtue hereof.



                                                  /s/ RICHARD W. POGUE
                                                  -----------------------------
                                                          (Signature)



                                     Printed Name: Richard W. Pogue
                                                  -----------------------------


                                          Dated and effective as of May 18, 1999




<PAGE>   12

                                POWER OF ATTORNEY

         The undersigned director and/or officer of Continental Airlines, Inc.,
a Delaware corporation (the "Company"), does hereby constitute and appoint
Lawrence W. Kellner, Jeffery A. Smisek, Jennifer L. Vogel and Scott R. Peterson,
or any of them, as the undersigned's true and lawful attorneys in-fact and
agents to do any and all things in the undersigned's name and behalf in the
undersigned's capacity as a director and/or officer of the Company, and to
execute any and all instruments for the undersigned and in the undersigned's
name and capacity as a director and/or officer that such person or persons may
deem necessary or advisable to enable the Company to comply with the Securities
Act of 1933, as amended, and any rules, regulations or requirements of the
Securities and Exchange Commission in connection with that certain shelf
Registration Statement on Form S-3 relating to relating to future debt offerings
of the Company (the "Registration Statement"), including specifically, but not
limited to, power and authority to sign for the undersigned in the capacity as a
director and/or officer of the Company the Registration Statement, and any and
all amendments thereto, including post-effective amendments, and the undersigned
does hereby ratify and confirm all that such person or persons shall do or cause
to be done by virtue hereof.



                                                  /s/ WILLIAM S. PRICE, III
                                                  -----------------------------
                                                          (Signature)



                                     Printed Name: William S. Price, III
                                                  -----------------------------


                                          Dated and effective as of May 18, 1999




<PAGE>   13

                                POWER OF ATTORNEY

         The undersigned director and/or officer of Continental Airlines, Inc.,
a Delaware corporation (the "Company"), does hereby constitute and appoint
Lawrence W. Kellner, Jeffery A. Smisek, Jennifer L. Vogel and Scott R. Peterson,
or any of them, as the undersigned's true and lawful attorneys in-fact and
agents to do any and all things in the undersigned's name and behalf in the
undersigned's capacity as a director and/or officer of the Company, and to
execute any and all instruments for the undersigned and in the undersigned's
name and capacity as a director and/or officer that such person or persons may
deem necessary or advisable to enable the Company to comply with the Securities
Act of 1933, as amended, and any rules, regulations or requirements of the
Securities and Exchange Commission in connection with that certain shelf
Registration Statement on Form S-3 relating to relating to future debt offerings
of the Company (the "Registration Statement"), including specifically, but not
limited to, power and authority to sign for the undersigned in the capacity as a
director and/or officer of the Company the Registration Statement, and any and
all amendments thereto, including post-effective amendments, and the undersigned
does hereby ratify and confirm all that such person or persons shall do or cause
to be done by virtue hereof.



                                                  /s/ DONALD L. STURM
                                                  -----------------------------
                                                          (Signature)



                                     Printed Name: Donald L. Sturm
                                                  -----------------------------


                                          Dated and effective as of May 18, 1999




<PAGE>   14

                                POWER OF ATTORNEY

         The undersigned director and/or officer of Continental Airlines, Inc.,
a Delaware corporation (the "Company"), does hereby constitute and appoint
Lawrence W. Kellner, Jeffery A. Smisek, Jennifer L. Vogel and Scott R. Peterson,
or any of them, as the undersigned's true and lawful attorneys in-fact and
agents to do any and all things in the undersigned's name and behalf in the
undersigned's capacity as a director and/or officer of the Company, and to
execute any and all instruments for the undersigned and in the undersigned's
name and capacity as a director and/or officer that such person or persons may
deem necessary or advisable to enable the Company to comply with the Securities
Act of 1933, as amended, and any rules, regulations or requirements of the
Securities and Exchange Commission in connection with that certain shelf
Registration Statement on Form S-3 relating to relating to future debt offerings
of the Company (the "Registration Statement"), including specifically, but not
limited to, power and authority to sign for the undersigned in the capacity as a
director and/or officer of the Company the Registration Statement, and any and
all amendments thereto, including post-effective amendments, and the undersigned
does hereby ratify and confirm all that such person or persons shall do or cause
to be done by virtue hereof.



                                                  /s/ KAREN HASTIE WILLIAMS
                                                  -----------------------------
                                                          (Signature)



                                     Printed Name: Karen Hastie Williams
                                                  -----------------------------


                                          Dated and effective as of May 18, 1999




<PAGE>   15

                                POWER OF ATTORNEY

         The undersigned director and/or officer of Continental Airlines, Inc.,
a Delaware corporation (the "Company"), does hereby constitute and appoint
Lawrence W. Kellner, Jeffery A. Smisek, Jennifer L. Vogel and Scott R. Peterson,
or any of them, as the undersigned's true and lawful attorneys in-fact and
agents to do any and all things in the undersigned's name and behalf in the
undersigned's capacity as a director and/or officer of the Company, and to
execute any and all instruments for the undersigned and in the undersigned's
name and capacity as a director and/or officer that such person or persons may
deem necessary or advisable to enable the Company to comply with the Securities
Act of 1933, as amended, and any rules, regulations or requirements of the
Securities and Exchange Commission in connection with that certain shelf
Registration Statement on Form S-3 relating to relating to future debt offerings
of the Company (the "Registration Statement"), including specifically, but not
limited to, power and authority to sign for the undersigned in the capacity as a
director and/or officer of the Company the Registration Statement, and any and
all amendments thereto, including post-effective amendments, and the undersigned
does hereby ratify and confirm all that such person or persons shall do or cause
to be done by virtue hereof.



                                                  /s/ CHARLES A. YAMARONE
                                                  -----------------------------
                                                          (Signature)



                                     Printed Name: Charles A. Yamarone
                                                  -----------------------------


                                          Dated and effective as of May 18, 1999







<PAGE>   1
                                                                    EXHIBIT 25.1


                                                      Registration No. 333-79827
                                                                       ---------

                       SECURITIES AND EXCHANGE COMMISSION


                             Washington, D.C. 20549

                             Senior Debt Securities

                                    FORM T-1

    STATEMENT OF ELIGIBILITY AND QUALIFICATION UNDER THE TRUST INDENTURE ACT
    OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

                                 BANK ONE, N.A.

                            Not Applicable 31-4148768
                    (State of Incorporation (I.R.S. Employer
                   if not a national bank) Identification No.)

                100 East Broad Street, Columbus, Ohio 43271-0181
          (Address of trustee's principal (Zip Code) executive offices)

                         c/o Bank One Trust Company, NA
                              100 East Broad Street
                            Columbus, Ohio 43271-0181
                                 (614) 248-5811
            (Name, address and telephone number of agent for service)


                           Continental Airlines, Inc.
               (Exact name of obligor as specified in its charter)


Delaware                                             74-2099724
(State or other jurisdiction of                      (I.R.S.Employer
incorporation or organization)                       Identification No.)



1600 Smith Street                                             77002
Houston, TX                                                   (Zip Code)
(Address of principal executive
office)


                             Senior Debt Securities
                       (Title of the Indenture securities)



<PAGE>   2


                                     GENERAL

1.   GENERAL INFORMATION. 
     FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:

     (a)  NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO
     WHICH IT IS SUBJECT.

          Comptroller of the Currency, Washington, D.C.

          Federal Reserve Bank of Cleveland,
 Cleveland, Ohio

          Federal Deposit Insurance Corporation, Washington, D.C.

          The Board of Governors of the Federal Reserve System, Washington, D.C.

     (b)  WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.

          The trustee is authorized to exercise corporate trust powers.

2.   AFFILIATIONS WITH OBLIGOR AND UNDERWRITERS. 
     IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
     AFFILIATION.

     The obligor is not an affiliate of the trustee.

16.  LIST OF EXHIBITS
     LIST BELOW ALL EXHIBITS FILED AS A PART OF THIS STATEMENT OF ELIGIBILITY
     AND QUALIFICATION. (EXHIBITS IDENTIFIED IN PARENTHESES, ON FILE WITH THE
     COMMISSION, ARE INCORPORATED HEREIN BY REFERENCE AS EXHIBITS HERETO.)

Exhibit 1 - A copy of the Articles of Association of the trustee as now in
            effect.

Exhibit 2 - A copy of the Certificate of Authority of the trustee to commence
            business.

Exhibit 3 - A copy of the Authorization of the trustee to exercise corporate
            trust powers.

Exhibit 4 - A copy of the Bylaws of the trustee as now in effect.



<PAGE>   3


Exhibit 5 - Not applicable.

Exhibit 6 - The consent of the trustee required by Section 321(b) of the Trust
            Indenture Act of 1939, as amended.

Exhibit 7 - Report of Condition of the trustee as of the close of business on
            March 31, 1999, published pursuant to the requirements of the 
            Comptroller of the Company, see attached.

Exhibit 8 - Not applicable.

Exhibit 9 - Not applicable.

Items 3 through 15 are not answered pursuant to General Instruction B which
requires responses to Item 1, 2 and 16 only, if the obligor is not in default.


                                    SIGNATURE

   
     Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the Trustee, Bank One, NA, a national banking association organized
under the National Banking Act, has duly caused this statement of eligibility
and qualification to be signed on its behalf by the undersigned, thereunto duly
authorized, all in Columbus, Ohio, on June 15, 1999.
    


                                            Bank One, NA


                                            By: /s/ David Knox
                                                -----------------
                                                Authorized Signer



<PAGE>   4


Exhibit 1

BANK ONE, NATIONAL ASSOCIATION

                             ARTICLES OF ASSOCIATION


     FIRST. The title of this Association shall be Bank One, National
Association.

     SECOND. The main office of the Association shall be in Columbus, County of
Franklin, State of Ohio. The general business of the Association shall be
conducted at its main office and its branches.

     THIRD. The Board of Directors of this Association shall consist of not less
than five nor more than twenty-five Directors, the exact number of Directors
within such minimum and maximum limits to be fixed and determined from
time-to-time by resolution of the shareholders at any annual or special meeting
thereof, provided, however, that the Board of Directors, by resolution of a
majority thereof, shall be authorized to increase the number of its members by
not more than two between regular meetings of the shareholders. Each Director,
during the full term of his directorship, shall own, as qualifying shares, the
minimum number of shares of either this Association or of its parent bank
holding company in accordance with the provisions of applicable law. Unless
otherwise provided by the laws of the United States, any vacancy in the Board of
Directors for any reason, including an increase in the number thereof, may be
filled by action of the Board of Directors.



<PAGE>   5


     FOURTH. The annual meeting of the shareholders for the election of
Directors and the transaction of whatever other business may be brought before
said meeting shall be held at the main office of this Association or such other
place as the Board of Directors may designate, on the day of each year specified
therefor in the Bylaws, but if no election is held on that day, it may be held
on any subsequent business day according to the provisions of law; and all
elections shall be held according to such lawful regulations as may be
prescribed by the Board of Directors.

     FIFTH. The authorized amount of capital stock of this Association shall be
12,704,315 shares of common stock of the par value of Ten Dollars ($10) each;
but said capital stock may be increased or decreased from time-to-time, in
accordance with the provisions of the laws of the United States.

          No holder of shares of the capital stock of any class of the
Association shall have the preemptive or preferential right of subscription to
any share of any class of stock of this Association, whether now or hereafter
authorized or to any obligations convertible into stock of this Association,
issued or sold, nor any right of subscription to any thereof other than such, if
any, as the Board of Directors, in its discretion, may from time-to-time
determine and at such price as the Board of Directors may from time-to-time fix.

          This Association, at any time and from time-to-time, may authorize and
issue debt obligations, whether or not subordinated, without the approval of the
shareholders.

     SIXTH. The Board of Directors shall appoint one of its members President of
the Association, who shall be Chairman of the Board, unless the Board appoints
another director to be the Chairman. The Board of Directors shall have the power
to appoint one or more Vice Presidents and to appoint a Secretary and such other
officers and employees as may be required to transact the business of this
Association.

          The Board of Directors shall have the power to define the duties of
the officers and employees of this Association; to fix the salaries to be paid
to them; to dismiss them; to require bonds from them and to fix the penalty
thereof; to regulate the



<PAGE>   6


manner in which any increase of the capital of this Association shall be made;
to manage and administer the business and affairs of this Association; to make
all Bylaws that it may be lawful for them to make; and generally to do and
perform all acts that it may be legal for a Board of Directors to do and
perform.

     SEVENTH. The Board of Directors shall have the power to change the location
of the main office to any other place within the limits of the City of Columbus,
Ohio, without the approval of the shareholders but subject to the approval of
the Comptroller of the Currency; and shall have the power to establish or change
the location of any branch or branches of this Association to any other
location, without the approval of the shareholders but subject to the approval
of the Comptroller of the Currency.

     EIGHTH. The corporate existence of this Association shall continue until
terminated in accordance with the laws of the United States.

     NINTH. The Board of Directors of this Association, or any three or more
shareholders owning, in the aggregate, not less than 10 percent of the stock of
this Association, may call a special meeting of shareholders at any time. Unless
otherwise provided by the laws of the United States, a notice of the time, place
and purpose of every annual and special meeting of the shareholders shall be
given by first-class mail, postage prepaid, mailed at least ten days prior to
the date of such meeting to each shareholder of record at his address as shown
upon the books of this Association.



<PAGE>   7


     TENTH. Every person who is or was a Director, officer or employee of the
Association or of any other corporation which he served as a Director, officer
or employee at the request of the Association as part of his regularly assigned
duties may be indemnified by the Association in accordance with the provisions
of this paragraph against all liability (including, without limitation,
judgments, fines, penalties and settlements) and all reasonable expenses
(including, without limitation, attorneys' fees and investigative expenses) that
may be incurred or paid by him in connection with any claim, action, suit or
proceeding, whether civil, criminal or administrative (all referred to hereafter
in this paragraphs as "Claims") or in connection with any appeal relating
thereto in which he may become involved as a party or otherwise or with which he
may be threatened by reason of his being or having been a Director, officer or
employee of the Association or such other corporation, or by reason of any
action taken or omitted by him in his capacity as such Director, officer or
employee, whether or not he continues to be such at the time such liability or
expenses are incurred, provided that nothing contained in this paragraph shall
be construed to permit indemnification of any such person who is adjudged guilty
of, or liable for, willful misconduct, gross neglect of duty or criminal acts,
unless, at the time such indemnification is sought, such indemnification in such
instance is permissible under applicable law and regulations, including
published rulings of the Comptroller of the Currency or other appropriate
supervisory or regulatory authority, and provided further that there shall be no
indemnification of directors, officers, or employees against expenses,
penalties, or other payments incurred in an administrative proceeding or action
instituted by an appropriate regulatory agency which proceeding or action
results in a final order assessing civil money penalties or requiring
affirmative action by an individual or individuals in the form of payments to
the Association. Every person who may be indemnified under the provisions of
this paragraph and who has been wholly successful on the merits with respect to
any Claim shall be entitled to indemnification as of right. Except as provided
in the preceding sentence, any indemnification under this paragraph shall be at
the sole discretion of the Board of Directors and shall be made only if the
Board of Directors or the Executive Committee acting by a quorum consisting of



<PAGE>   8


Directors who are not parties to such Claim shall find or if independent legal
counsel (who may be the regular counsel of the Association) selected by the
Board of Directors or Executive Committee whether or not a disinterested quorum
exists shall render their opinion that in view of all of the circumstances then
surrounding the Claim, such indemnification is equitable and in the best
interests of the Association. Among the circumstances to be taken into
consideration in arriving at such a finding or opinion is the existence or
non-existence of a contract of insurance or indemnity under which the
Association would be wholly or partially reimbursed for such indemnification,
but the existence or non-existence of such insurance is not the sole
circumstance to be considered nor shall it be wholly determinative of whether
such indemnification shall be made. In addition to such finding or opinion, no
indemnification under this paragraph shall be made unless the Board of Directors
or the Executive Committee acting by a quorum consisting of Directors who are
not parties to such Claim shall find or if independent legal counsel (who may be
the regular counsel of the Association) selected by the Board of Directors or
Executive Committee whether or not a disinterested quorum exists shall render
their opinion that the Director, officer or employee acted in good faith in what
he reasonably believed to be the best interests of the Association or such other
corporation and further in the case of any criminal action or proceeding, that
the Director, officer or employee reasonably believed his conduct to be lawful.
Determination of any Claim by judgment adverse to a Director, officer or
employee by settlement with or without Court approval or conviction upon a plea
of guilty or of nolo contendere or its equivalent shall not create a presumption
that a Director, officer or employee failed to meet the standards of conduct set
forth in this paragraph. Expenses incurred with respect to any Claim may be
advanced by the Association prior to the final disposition thereof upon receipt
of an undertaking satisfactory to the Association by or on behalf of the
recipient to repay such amount unless it is ultimately determined that he is
entitled to indemnification under this paragraph. The rights of indemnification
provided in this paragraph shall be in addition to any rights to which any
Director, officer or employee may otherwise be entitled by contract or as a
matter of law.



<PAGE>   9


Every person who shall act as a Director, officer or employee of this
Association shall be conclusively presumed to be doing so in reliance upon the
right of indemnification provided for in this paragraph.

     ELEVENTH. These Articles of Association may be amended at any regular or
special meeting of the shareholders by the affirmative vote of the holders of a
majority of the stock of this Association, unless the vote of the holders of a
greater amount of stock is required by law, and in that case by the vote of the
holders of such greater amount.



Articles of Association of Bank One, National Association effective with the
consolidation of banks in Ohio.



<PAGE>   10



Exhibit 4

                                     BY-LAWS
                                       OF
                         BANK ONE, NATIONAL ASSOCIATION

                                    ARTICLE I
                             MEETING OF SHAREHOLDERS


SECTION 1.01. ANNUAL MEETING. The regular annual meeting of the Shareholders of
the Bank for the election of Directors and for the transaction of such business
as may properly come before the meeting shall be held at its main banking house,
or other convenient place duly authorized by the Board of Directors, on the
third Monday of January of each year, or on the next succeeding banking day, if
the day fixed falls on a legal holiday. If from any cause, an election of
directors is not made on the day fixed for the regular meeting of shareholders
or, in the event of a legal holiday, on the next succeeding banking day, the
Board of Directors shall order the election to be held on some subsequent day,
as soon thereafter as practicable, according to the provisions of law; and
notice thereof shall be given in the manner herein provided for the annual
meeting. Notice of such annual meeting shall be given by or under the direction
of the Secretary or such other officer as may be designated by the Chief
Executive Officer by first-class mail, postage prepaid, to all shareholders of
record of the Bank at their respective addresses as shown upon the books of the
Bank mailed not less than ten days prior to the date fixed for such meeting.

SECTION 1.02. SPECIAL MEETINGS. A special meeting of the shareholders of this
Bank may be called at any time by the Board of Directors or by any three or more
shareholders owning, in the aggregate, not less than ten percent of the stock of
this Bank. The notice of any special meeting of the shareholders called by the
Board of Directors, stating the time, place and purpose of the meeting, shall be
given by or under the direction of the Secretary, or such other officer as is
designated by the Chief Executive Officer, by first-class mail, postage prepaid,
to all shareholders of



<PAGE>   11


record of the Bank at their respective addresses as shown upon the books of the
Bank, mailed not less than ten days prior to the date fixed for such meeting.

     Any special meeting of shareholders shall be conducted and its proceedings
recorded in the manner prescribed in these Bylaws for annual meetings of
shareholders.

SECTION 1.03. SECRETARY OF SHAREHOLDERS' MEETING. The Board of Directors may
designate a person to be the Secretary of the meetings of shareholders. In the
absence of a presiding officer, as designated in these Bylaws, the Board of
Directors may designate a person to act as the presiding officer. In the event
the Board of Directors fails to designate a person to preside at a meeting of
shareholders and a Secretary of such meeting, the shareholders present or
represented shall elect a person to preside and a person to serve as Secretary
of the meeting.

     The Secretary of the meetings of shareholders shall cause the returns made
by the judges and election and other proceedings to be recorded in the minute
book of the Bank. The presiding officer shall notify the directors-elect of
their election and to meet forthwith for the organization of the new board.

     The minutes of the meeting shall be signed by the presiding officer and the
Secretary designated for the meeting.

SECTION 1.04. JUDGES OF ELECTION. The Board of Directors may appoint as many as
three shareholders to be judges of the election, who shall hold and conduct the
same, and who shall, after the election has been held, notify, in writing over
their signatures, the secretary of the shareholders' meeting of the result
thereof and the names of the Directors elected; provided, however, that upon
failure for any reason of any judge or judges of election, so appointed by the
directors, to serve, the presiding officer of the meeting shall appoint other
shareholders or their proxies to fill the vacancies. The judges of election at
the request of the chairman of the meeting, shall act as tellers of any other
vote by ballot taken at such meeting, and shall notify, in writing over their
signatures, the secretary of the Board of Directors of the result thereof.



<PAGE>   12


SECTION 1.05. PROXIES. In all elections of Directors, each shareholder of
record, who is qualified to vote under the provisions of Federal Law, shall have
the right to vote the number of shares of record in his name for as many persons
as there are Directors to be elected, or to cumulate such shares as provided by
Federal Law. In deciding all other questions at meetings of shareholders, each
shareholder shall be entitled to one vote on each share of stock of record in
his name. Shareholders may vote by proxy duly authorized in writing. All proxies
used at the annual meeting shall be secured for that meeting only, or any
adjournment thereof, and shall be dated, and if not dated by the shareholder,
shall be dated as of the date of receipt thereof. No officer or employee of this
Bank may act as proxy.

SECTION 1.06. QUORUM. Holders of record of a majority of the shares of the
capital stock of the Bank, eligible to be voted, present either in person or by
proxy, shall constitute a quorum for the transaction of business at any meeting
of shareholders, but shareholders present at any meeting and constituting less
than a quorum may, without further notice, adjourn the meeting from time to time
until a quorum is obtained. A majority of the votes cast shall decide every
question or matter submitted to the shareholders at any meeting, unless
otherwise provided by law or by the Articles of Association.



<PAGE>   13


                                   ARTICLE II
                                    DIRECTORS

SECTION 2.01. MANAGEMENT OF THE BANK. The business of the Bank shall be managed
by the Board of Directors. Each director of the Bank shall be the beneficial
owner of a substantial number of shares of BANC ONE CORPORATION and shall be
employed either in the position of Chief Executive Officer or active leadership
within his or her business, professional or community interest which shall be
located within the geographic area in which the Bank operates, or as an
executive officer of the Bank. A director shall not be eligible for nomination
and re-election as a director of the Bank if such person's executive or
leadership position within his or her business, professional or community
interests which qualifies such person as a director of Bank terminates. The age
of 70 is the mandatory retirement age as a director of the Bank. When a person's
eligibility as director of the Bank terminates, whether because of change in
share ownership, position, residency or age, within 30 days after such
termination, such person shall submit his resignation as a director to be
effective at the pleasure of the Board provided, however, that in no event shall
such person be nominated or elected as a director. Provided, however, following
a person's retirement or resignation as a director because of the age
limitations herein set forth with respect to election or re-election as a
director, such person may, in special or unusual circumstances, and at the
discretion of the Board, be elected by the directors as a Director Emeritus of
the Bank for a limited period of time. A Director Emeritus shall have the right
to participate in board meetings but shall be without the power to vote and
shall be subject to re-election by the Board at its organizational meeting
following the Bank's annual meeting of shareholders.

SECTION 2.02. QUALIFICATIONS. Each director shall have the qualification
prescribed by law. No person elected a director may exercise any of the powers
of his office until he has taken the oath of such office.



<PAGE>   14


SECTION 2.03. TERM OF OFFICE/VACANCIES. A director shall hold office until the
annual meeting for the year in which his term expires and until his successor
shall be elected and shall qualify, subject, however, to his prior death,
resignation, or removal from office. Whenever any vacancy shall occur among the
directors, the remaining directors shall constitute the directors of the Bank
until such vacancy is filled by the remaining directors, and any director so
appointed shall hold office for the unexpired term of his or her successor.
Notwithstanding the foregoing, each director shall hold office and serve at the
pleasure of the Board.

SECTION 2.04. ORGANIZATION MEETING. The directors elected by the shareholders
shall meet for organization of the new board at the time fixed by the presiding
officer of the annual meeting. If at the time fixed for such meeting there is no
quorum present, the Directors in attendance may adjourn from time to time until
a quorum is obtained. A majority of the number of Directors elected by the
shareholders shall constitute a quorum for the transaction of business.

SECTION 2.05. REGULAR MEETINGS. The regular meetings of the Board of Directors
shall be held on the third Monday of January, April, July and October, which
meetings will be held at 3:30 p.m. When any regular meeting of the Board falls
on a holiday, the meeting shall be held on such other day as the Board may
previously designate or should the Board fail to so designate, on such day as
the Chairman of the Board or President may fix. Whenever a quorum is not
present, the directors in attendance shall adjourn the meeting to a time not
later than the date fixed by the Bylaws for the next succeeding regular meeting
of the Board.

SECTION 2.06. SPECIAL MEETINGS. Special meetings of the Board of Directors shall
be held at the call of the Chairman of the Board or President, or at the request
of two or more Directors. Any special meeting may be held at such place in
Franklin County, Ohio, and at such time as may be fixed in the call. Written or
oral notice shall be given to each Director not later than the day next
preceding the day on which special meeting is to be held, which notice may be
waived in writing.



<PAGE>   15


The presence of a Director at any meeting of the Board shall be deemed a waiver
of notice thereof by him. Whenever a quorum is not present the Directors in
attendance shall adjourn the special meeting from day to day until a quorum is
obtained.

SECTION 2.07. QUORUM. A majority of the Directors shall constitute a quorum at
any meeting, except when otherwise provided by law; but a lesser number may
adjourn any meeting, from time-to-time, and the meeting may be held, as
adjourned, without further notice. When, however, less than a quorum as herein
defined, but at least one-third and not less than two of the authorized number
of Directors are present at a meeting of the Directors, business of the Bank may
be transacted and matters before the Board approved or disapproved by the
unanimous vote of the Directors present.

SECTION 2.08. COMPENSATION. Each member of the Board of Directors shall receive
such fees for, and transportation expenses incident to, attendance at Board and
Board Committee Meetings and such fees for service as a Director irrespective of
meeting attendance as from time to time are fixed by resolution of the Board;
provided, however, that payment hereunder shall not be made to a Director for
meetings attended and/or Board service which are not for the Bank's sole benefit
and which are concurrent and duplicative with meetings attended or board service
for an affiliate of the Bank for which the Director receives payment; and
provided further, that payment hereunder shall not be made in the case of any
Director in the regular employment of the Bank or of one of its affiliates.

SECTION 2.09. EXECUTIVE COMMITTEE. There shall be a standing committee of the
Board of Directors known as the Executive Committee which shall possess and
exercise, when the Board is not in session, all powers of the Board that may
lawfully be delegated. The Executive Committee shall also exercise the powers of
the Board of Directors in accordance with the Provisions of the "Employees
Retirement Plan" and the "Agreement and Declaration of Trust" as the same now
exist or may be amended hereafter. The Executive Committee shall consist of not
fewer than four board members, including the Chairman of the Board and President
of the 



<PAGE>   16


Bank, one of whom, as hereinafter required by these Bylaws, shall be the Chief
Executive Officer. The other members of the Committee shall be appointed by the
Chairman of the Board or by the President, with the approval of the Board and
shall continue as members of the Executive Committee until their successors are
appointed, provided, however, that any member of the Executive Committee may be
removed by the Board upon a majority vote thereof at any regular or special
meeting of the Board. The Chairman or President shall fill any vacancy in the
Committee by the appointment of another Director, subject to the approval of the
Board of Directors. The regular meetings of the Executive Committee shall be
held on a regular basis as scheduled by the Board of Directors. Special meetings
of the Executive Committee shall be held at the call of the Chairman or
President or any two members thereof at such time or times as may be designated.
In the event of the absence of any member or members of the Committee, the
presiding member may appoint a member or members of the Board to fill the place
or places of such absent member or members to serve during such absence. Not
fewer than three members of the Committee must be present at any meeting of the
Executive Committee to constitute a quorum, provided, however that with regard
to any matters on which the Executive Committee shall vote, a majority of the
Committee members present at the meeting at which a vote is to be taken shall
not be officers of the Bank and, provided further, that if, at any meeting at
which the Chairman of the Board and President are both present, Committee
members who are not officers are not in the majority, then the Chairman of the
Board or President, which ever of such officers is not also the Chief Executive
Officer, shall not be eligible to vote at such meeting and shall not be
recognized for purposes of determining if a quorum is present at such meeting.
When neither the Chairman of the Board nor President are present, the Committee
shall appoint a presiding officer. The Executive Committee shall keep a record
of its proceedings and report its proceedings and the action taken by it to the
Board of Directors.


SECTION 2.10 COMMUNITY REINVESTMENT ACT AND COMPLIANCE POLICY COMMITTEE. There
shall be a standing committee of the Board of Directors known as the Community
Reinvestment Act and Compliance Policy Committee the duties of which shall be,
at least once in each calendar year, to review, develop and recommend



<PAGE>   17


policies and programs related to the Bank's Community Reinvestment Act
Compliance and regulatory compliance with all existing statutes, rules and
regulations affecting the Bank under state and federal law. Such Committee shall
provide and promptly make a full report of such review of current Bank policies
with regard to Community Reinvestment Act and regulatory compliance in writing
to the Board, with recommendations, if any, which may be necessary to correct
any unsatisfactory conditions. Such Committee may, in its discretion, in
fulfilling its duties, utilize the Community Reinvestment Act officers of the
Bank, Banc One Ohio Corporation and Banc One Corporation and may engage outside
Community Reinvestment Act experts, as approved by the Board, to review, develop
and recommend policies and programs as herein required. The Community
Reinvestment Act and regulatory compliance policies and procedures established
and the recommendations made shall be consistent with, and shall supplement, the
Community Reinvestment Act and regulatory compliance programs, policies and
procedures of Banc One Corporation and Banc One Ohio Corporation. The Community
Reinvestment Act and Compliance Policy Committee shall consist of not fewer than
four board members, one of whom shall be the Chief Executive Officer and a
majority of whom are not officers of the Bank. Not fewer than three members of
the Committee, a majority of whom are not officers of the Bank, must be present
to constitute a quorum. The Chairman of the Board or President of the Bank,
whichever is not the Chief Executive Officer, shall be an ex officio member of
the Community Reinvestment Act and Compliance Policy Committee. The Community
Reinvestment Act and Compliance Policy Committee, whose chairman shall be
appointed by the Board, shall keep a record of its proceedings and report its
proceedings and the action taken by it to the Board of Directors.

SECTION 2.11. TRUST COMMITTEES. There shall be two standing Committees known as
the Trust Management Committee and the Trust Examination Committee appointed as
hereinafter provided.

SECTION 2.12. OTHER COMMITTEES. The Board of Directors may appoint such special
committees from time to time as are in its judgment necessary in the interest of
the Bank.



<PAGE>   18


                                   ARTICLE III
                    OFFICERS, MANAGEMENT STAFF AND EMPLOYEES

SECTION 3.01.  OFFICERS AND MANAGEMENT STAFF.

     (a)  The officers of the Bank shall include a President, Secretary and
          Security Officer and may include a Chairman of the Board, one or more
          Vice Chairmen, one or more Vice Presidents (which may include one or
          more Executive Vice Presidents and/or Senior Vice Presidents) and one
          or more Assistant Secretaries, all of whom shall be elected by the
          Board. All other officers may be elected by the Board or appointed in
          writing by the Chief Executive Officer. The salaries of all officers
          elected by the Board shall be fixed by the Board. The Board from
          time-to-time shall designate the President or Chairman of the Board to
          serve as the Bank's Chief Executive Officer.

     (b)  The Chairman of the Board, if any, and the President shall be elected
          by the Board from their own number. The President and Chairman of the
          Board shall be re-elected by the Board annually at the organizational
          meeting of the Board of Directors following the Annual Meeting of
          Shareholders. Such officers as the Board shall elect from their own
          number shall hold office from the date of their election as officers
          until the organization meeting of the Board of Directors following the
          next Annual Meeting of Shareholders, provided, however, that such
          officers may be relieved of their duties at any time by action of the
          Board in which event all the powers incident to their office shall
          immediately terminate. 

     (c)  Except as provided in the case of the elected officers who are members
          of the Board, all officers, whether elected or appointed, shall hold
          office at the pleasure of the Board. Except as otherwise limited by
          law or these Bylaws, the Board assigns to Chief Executive Officer
          and/or his



<PAGE>   19


          designees the authority to appoint and dismiss any elected or
          appointed officer or other member of the Bank's management staff and
          other employees of the Bank, as the person in charge of and
          responsible for any branch office, department, section, operation,
          function, assignment or duty in the Bank.

     (d)  The management staff of the Bank shall include officers elected by the
          Board, officers appointed by the Chief Executive Officer, and such
          other persons in the employment of the Bank who, pursuant to written
          appointment and authorization by a duly authorized officer of the
          Bank, perform management functions and have management
          responsibilities. Any two or more offices may be held by the same
          person except that no person shall hold the office of Chairman of the
          Board and/or President and at the same time also hold the office of
          Secretary.

     (e)  The Chief Executive Officer of the Bank and any other officer of the
          Bank, to the extent that such officer is authorized in writing by the
          Chief Executive Officer, may appoint persons other than officers who
          are in the employment of the Bank to serve in management positions and
          in connection therewith, the appointing officer may assign such title,
          salary, responsibilities and functions as are deemed appropriate by
          him, provided, however, that nothing contained herein shall be
          construed as placing any limitation on the authority of the Chief
          Executive Officer as provided in this and other sections of these
          Bylaws.

SECTION 3.02. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer of the Bank
shall have general and active management of the business of the Bank and shall
see that all orders and resolutions of the Board of Directors are carried into
effect. Except as otherwise prescribed or limited by these Bylaws, the Chief
Executive Officer shall have full right, authority and power to control all
personnel, including elected and appointed officers, of the Bank, to employ or
direct the



<PAGE>   20


employment of such personnel and officers as he may deem necessary, including
the fixing of salaries and the dismissal of them at pleasure, and to define and
prescribe the duties and responsibility of all Officers of the Bank, subject to
such further limitations and directions as he may from time-to-time deem proper.
The Chief Executive Officer shall perform all duties incident to his office and
such other and further duties, as may, from time-to-time, be required of him by
the Board of Directors or the shareholders. The specification of authority in
these Bylaws wherever and to whomever granted shall not be construed to limit in
any manner the general powers of delegation granted to the Chief Executive
Officer in conducting the business of the Bank. The Chief Executive Officer or,
in his absence, the Chairman of the Board or President of the Bank, as
designated by the Chief Executive Officer, shall preside at all meetings of
shareholders and meetings of the Board. In the absence of the Chief Executive
Officer, such officer as is designated by the Chief Executive Officer shall be
vested with all the powers and perform all the duties of the Chief Executive
Officer as defined by these Bylaws. When designating an officer to serve in his
absence, the Chief Executive Officer shall select an officer who is a member of
the Board of Directors whenever such officer is available.

SECTION 3.03. POWERS OF OFFICERS AND MANAGEMENT STAFF. The Chief Executive
Officer, the Chairman of the Board, the President, and those officers so
designated and authorized by the Chief Executive Officer are authorized for an
on behalf of the Bank, and to the extent permitted by law, to make loans and
discounts; to purchase or acquire drafts, notes, stock, bonds, and other
securities for investment of funds held by the Bank; to execute and purchase
acceptances; to appoint, empower and direct all necessary agents and attorneys;
to sign and give any notice required to be given; to demand payment and/or to
declare due for any default any debt or obligation due or payable to the Bank
upon demand or authorized to be declared due; to foreclose any mortgages, to
exercise any option, privilege or election to forfeit, terminate, extend or
renew any lease; to authorize and direct any proceedings for the collection of
any money or for the enforcement of any right or obligation; to adjust, settle
and compromise all claims of every kind and description in favor of or against
the Bank, and to give receipts, releases and discharges therefor; to borrow
money and in connection therewith to make, execute and deliver



<PAGE>   21


notes, bonds or other evidences of indebtedness; to pledge or hypothecate any
securities or any stocks, bonds, notes or any property real or personal held or
owned by the Bank, or to rediscount any notes or other obligations held or owned
by the Bank, to employ or direct the employment of all personnel, including
elected and appointed officers, and the dismissal of them at pleasure, and in
furtherance of and in addition to the powers herein above set forth to do all
such acts and to take all such proceedings as in his judgment are necessary and
incidental to the operation of the Bank.

     Other persons in the employment of the Bank, including but not limited to
officers and other members of the management staff, may be authorized by the
Chief Executive Officer, or by an officer so designated and authorized by the
Chief Executive Officer, to perform the powers set forth above, subject,
however, to such limitations and conditions as are set forth in the
authorization given to such persons.

SECTION 3.04. SECRETARY. The Secretary or such other officers as may be
designated by the Chief Executive Officer shall have supervision and control of
the records of the Bank and, subject to the direction of the Chief Executive
Officer, shall undertake other duties and functions usually performed by a
corporate secretary. Other officers may be designated by the Chief Executive
Officer or the Board of Directors as Assistant Secretary to perform the duties
of the Secretary.

SECTION 3.05. EXECUTION OF DOCUMENTS. The Chief Executive Officer, Chairman of
the Board, President, any officer being a member of the Bank's management staff
who is also a person in charge of and responsible for any department within the
Bank and any other officer to the extent such officer is so designated and
authorized by the Chief Executive Officer, the Chairman of the Board, the
President, or any other officer who is a member of the Bank's management staff
who is in charge of and responsible for any department within the Bank, are
hereby authorized on behalf of the Bank to sell, assign, lease, mortgage,
transfer, deliver and convey any real or personal property now or hereafter
owned by or standing in the name of the Bank or its nominee, or held by this
Bank as collateral security, and to execute and deliver such deeds, contracts,
leases, assignments, bills of sale, transfers or other 



<PAGE>   22

papers or documents as may be appropriate in the circumstances; to execute any
loan agreement, security agreement, commitment letters and financing statements
and other documents on behalf of the Bank as a lender; to execute purchase
orders, documents and agreements entered into by the Bank in the ordinary course
of business, relating to purchase, sale, exchange or lease of services, tangible
personal property, materials and equipment for the use of the Bank; to execute
powers of attorney to perform specific or general functions in the name of or on
behalf of the Bank; to execute promissory notes or other instruments evidencing
debt of the Bank; to execute instruments pledging or releasing securities for
public funds, documents submitting public fund bids on behalf of the Bank and
public fund contracts; to purchase and acquire any real or personal property
including loan portfolios and to execute and deliver such agreements, contracts
or other papers or documents as may be appropriate in the circumstances; to
execute any indemnity and fidelity bonds, proxies or other papers or documents
of like or different character necessary, desirable or incidental to the conduct
of its banking business; to execute and deliver settlement agreements or other
papers or documents as may be appropriate in connection with a dismissal
authorized by Section 3.01(c) of these Bylaws; to execute agreements,
instruments, documents, contracts or other papers of like or difference
character necessary, desirable or incidental to the conduct of its banking
business; and to execute and deliver partial releases from and discharges or
assignments of mortgages, financing statements and assignments or surrender of
insurance policies, now or hereafter held by this Bank. 

     The Chief Executive Officer, Chairman of the Board, President, any officer
being a member of the Bank's management staff who is also a person in charge of
and responsible for any department within the Bank, and any other officer of the
Bank so designated and authorized by the Chief Executive Officer, Chairman of
the Board, President or any officer who is a member of the Bank's management
staff who is in charge of and responsible for any department within the Bank are
authorized for and on behalf of the Bank to sign and issue checks, drafts, and
certificates of deposit; to sign and endorse bills of exchange, to sign and
countersign foreign and domestic letters of credit, to receive and receipt for
payments of principal, interest, dividends, rents, fees and payments of every
kind and description paid to the Bank, to sign receipts for property acquired by
or entrusted to the Bank, to guarantee the genuineness of signatures on
assignments of stocks, bonds or other securities, to sign certifications 



<PAGE>   23
of checks, to endorse and deliver checks, drafts, warrants, bills, notes,
certificates of deposit and acceptances in all business transactions of the
Bank.

     Other persons in the employment of the Bank and of its subsidiaries,
including but not limited to officers and other members of the management staff,
may be authorized by the Chief Executive Officer, Chairman of the Board,
President or by an officer so designated by the Chief Executive Officer,
Chairman of the Board, or President to perform the acts and to execute the
documents set forth above, subject, however, to such limitations and conditions
as are contained in the authorization given to such person.

SECTION 3.06. PERFORMANCE BOND. All officers and employees of the Bank shall be
bonded for the honest and faithful performance of their duties for such amount
as may be prescribed by the Board of Directors.



<PAGE>   24


                                   ARTICLE IV
                                TRUST DEPARTMENT

SECTION 4.01. TRUST DEPARTMENT. Pursuant to the fiduciary powers granted to this
Bank under the provisions of Federal Law and Regulations of the Comptroller of
the Currency, there shall be maintained a separate Trust Department of the Bank,
which shall be operated in the manner specified herein.

SECTION 4.02. TRUST MANAGEMENT COMMITTEE. There shall be a standing Committee
known as the Trust Management Committee, consisting of at least five members, a
majority of whom shall not be officers of the Bank. The Committee shall consist
of the Chairman of the Board who shall be Chairman of the Committee, the
President, and at least three other Directors appointed by the Board of
Directors and who shall continue as members of the Committee until their
successors are appointed. Any vacancy in the Trust Management Committee may be
filled by the Board at any regular or special meeting. In the event of the
absence of any member or members, such Committee may, in its discretion, appoint
members of the Board to fill the place of such absent members to serve during
such absence. Three members of the Committee shall constitute a quorum. Any
member of the Committee may be removed by the Board by a majority vote at any
regular or special meeting of the Board. The Committee shall meet at such times
as it may determine or at the call of the Chairman, or President or any two
members thereof.

     The Trust Management Committee, under the general direction of the Board of
Directors, shall supervise the policy of the Trust Department which shall be
formulated and executed in accordance with Law, Regulations of the Comptroller
of the Currency, and sound fiduciary principles.



<PAGE>   25


SECTION 4.03. TRUST EXAMINATION COMMITTEE. There shall be a standing Committee
known as the Trust Examination Committee, consisting of three directors
appointed by the Board of Directors and who shall continue as members of the
committee until their successors are appointed. Such members shall not be active
officers of the Bank. Two members of the Committee shall constitute a quorum.
Any member of the Committee may be removed by the Board by a majority vote at
any regular or special meeting of the Board. The Committee shall meet at such
times as it may determine or at the call of two members thereof.

     This Committee shall, at least once during each calendar year and within
fifteen months of the last such audit, or at such other time(s) as may be
required by Regulations of the Comptroller of the Currency, make suitable audits
of the Trust Department or cause suitable audits to be made by auditors
responsible only to the Board of Directors, and at such time shall ascertain
whether the Department has been administered in accordance with Law, Regulations
of the Comptroller of the Currency and sound fiduciary principles.

     The Committee shall promptly make a full report of such audits in writing
to the Board of Directors of the Bank, together with a recommendation as to what
action, if any, may be necessary to correct any unsatisfactory condition. A
report of the audits together with the action taken thereon shall be noted in
the Minutes of the Board of Directors and such report shall be a part of the
records of this Bank.

SECTION 4.04. MANAGEMENT. The Trust Department shall be under the management and
supervision of an officer of the Bank or of the trust affiliate of the Bank
designated by and subject to the advice and direction of the Chief Executive
Officer. Such officer having supervisory responsibility over the Trust
Department shall do or cause to be done all things necessary or proper in
carrying on the business of the Trust Department in accordance with provisions
of law and applicable regulations.



<PAGE>   26


SECTION 4.05. HOLDING OF PROPERTY. Property held by the Trust Department may be
carried in the name of the Bank in its fiduciary capacity, in the name of Bank,
or in the name of a nominee or nominees.

SECTION 4.06. TRUST INVESTMENTS. Funds held by the Bank in a fiduciary capacity
awaiting investment or distribution shall not be held uninvested or
undistributed any longer than is reasonable for the proper management of the
account and shall be invested in accordance with the instrument establishing a
fiduciary relationship and local law. Where such instrument does not specify the
character or class of investments to be made and does not vest in the Bank any
discretion in the matter, funds held pursuant to such instrument shall be
invested in any investment which corporate fiduciaries may invest under local
law.

     The investments of each account in the Trust Department shall be kept
separate from the assets of the Bank, and shall be placed in the joint custody
or control of not less than two of the officers or employees of the Bank or of
the trust affiliate of the Bank designated for the purpose by the Trust
Management Committee.

SECTION 4.07. EXECUTION OF DOCUMENTS. The Chief Executive Officer, Chairman of
the Board, President, any officer of the Trust Department, and such other
officers of the trust affiliate of the Bank as are specifically designated and
authorized by the Chief Executive Officer, the President, or the officer in
charge of the Trust Department, are hereby authorized, on behalf of this Bank,
to sell, assign, lease, mortgage, transfer, deliver and convey any real property
or personal property and to purchase and acquire any real or personal property
and to execute and deliver such agreements, contracts, or other papers and
documents as may be appropriate in the circumstances for property now or
hereafter owned by or standing in the name of this Bank, or its nominee, in any
fiduciary capacity, or in the name of any principal for whom this Bank may now
or hereafter be acting under a power of attorney, or as agent and to execute and
deliver partial releases from any discharges or assignments or mortgages and
assignments or surrender of insurance policies, to execute and deliver deeds,
contracts, leases, assignments, bills of



<PAGE>   27


sale, transfers or such other papers or documents as may be appropriate in the
circumstances for property now or hereafter held by this Bank in any fiduciary
capacity or owned by any principal for whom this Bank may now or hereafter be
acting under a power of attorney or as agent; to execute and deliver settlement
agreements or other papers or documents as may be appropriate in connection with
a dismissal authorized by Section 3.01(c) of these Bylaws; provided that the
signature of any such person shall be attested in each case by any officer of
the Trust Department or by any other person who is specifically authorized by
the Chief Executive Officer, the President or the officer in charge of the Trust
Department.

     The Chief Executive Officer, Chairman of the Board, President, any officer
of the Trust Department and such other officers of the trust affiliate of the
Bank as are specifically designated and authorized by the Chief Executive
Officer, the President, or the officer in charge of the Trust Department, or any
other person or corporation as is specifically authorized by the Chief Executive
Officer, the President or the officer in charge of the Trust Department, are
hereby authorized on behalf of this Bank, to sign any and all pleadings and
papers in probate and other court proceedings, to execute any indemnity and
fidelity bonds, trust agreements, proxies or other papers or documents of like
or different character necessary, desirable or incidental to the appointment of
the Bank in any fiduciary capacity and the conduct of its business in any
fiduciary capacity; also to foreclose any mortgage, to execute and deliver
receipts for payments of principal, interest, dividends, rents, fees and
payments of every kind and description paid to the Bank; to sign receipts for
property acquired or entrusted to the Bank; also to sign stock or bond
certificates on behalf of this Bank in any fiduciary capacity and on behalf of
this Bank as transfer agent or registrar; to guarantee the genuineness of
signatures on assignments of stocks, bonds or other securities, and to
authenticate bonds, debentures, land or lease trust certificates or other forms
of security issued pursuant to any indenture under which this Bank now or
hereafter is acting as Trustee. Any such person, as well as such other persons
as are specifically authorized by the Chief Executive Officer or the officer in
charge of the Trust Department, may sign checks, drafts and orders for the
payment of money executed by the Trust Department in the course of its business.



<PAGE>   28


SECTION 4.08. VOTING OF STOCK. The Chairman of the Board, President, any officer
of the Trust Department, any officer of the trust affiliate of the Bank and such
other persons as may be specifically authorized by Resolution of the Trust
Management Committee or the Board of Directors, may vote shares of stock of a
corporation of record on the books of the issuing company in the name of the
Bank or in the name of the Bank as fiduciary, or may grant proxies for the
voting of such stock of the granting if same is permitted by the instrument
under which the Bank is acting in a fiduciary capacity, or by the law applicable
to such fiduciary account. In the case of shares of stock which are held by a
nominee of the Bank, such shares may be voted by such person(s) authorized by
such nominee.



<PAGE>   29


                                    ARTICLE V
                          STOCKS AND STOCK CERTIFICATES

SECTION 5.01. STOCK CERTIFICATES. The shares of stock of the Bank shall be
evidenced by certificates which shall bear the signature of the Chairman of the
Board, the President, or a Vice President (which signature may be engraved,
printed or impressed), and shall be signed manually by the Secretary, or any
other officer appointed by the Chief Executive Officer for that purpose.

     In case any such officer who has signed or whose facsimile signature has
been placed upon such certificate shall have ceased to be such before such
certificate is issued, it may be issued by the Bank with the same effect as if
such officer had not ceased to be such at the time of its issue. Each such
certificate shall bear the corporate seal of the Bank, shall recite on its fact
that the stock represented thereby is transferable only upon the books of the
Bank properly endorsed and shall recite such other information as is required by
law and deemed appropriate by the Board. The corporate seal may be facsimile
engraved or printed.

SECTION 5.02. STOCK ISSUE AND TRANSFER. The shares of stock of the Bank shall be
transferable only upon the stock transfer books of the Bank and except as
hereinafter provided, no transfer shall be made or new certificates issued
except upon the surrender for cancellation of the certificate or certificates
previously issued therefor. In the case of the loss, theft, or destruction of
any certificate, a new certificate may be issued in place of such certificate
upon the furnishing of any affidavit setting forth the circumstances of such
loss, theft, or destruction and indemnity satisfactory to the Chairman of the
Board, the President, or a Vice President. The Board of Directors, or the Chief
Executive Officer, may authorize the issuance of a new certificate therefor
without the furnishing of indemnity. Stock Transfer Books, in which all
transfers of stock shall be recorded, shall be provided.



<PAGE>   30


     The stock transfer books may be closed for a reasonable period and under
such conditions as the Board of Directors may at any time determine for any
meeting of shareholders, the payment of dividends or any other lawful purpose.
In lieu of closing the transfer books, the Board may, in its discretion, fix a
record date and hour constituting a reasonable period prior to the day
designated for the holding of any meeting of the shareholders or the day
appointed for the payment of any dividend or for any other purpose at the time
as of which shareholders entitled to notice of and to vote at any such meeting
or to receive such dividend or to be treated as shareholders for such other
purpose shall be determined, and only shareholders of record at such time shall
be entitled to notice of or to vote at such meeting or to receive such dividends
or to be treated as shareholders for such other purpose.



<PAGE>   31


                                   ARTICLE VI
                            MISCELLANEOUS PROVISIONS

SECTION 6.01. SEAL. The impression made below is an impression of the seal
adopted by the Board of Directors of Bank One, National Association. The Seal
may be affixed by any officer of the Bank to any document executed by an
authorized officer on behalf of the Bank, and any officer may certify any act,
proceedings, record, instrument or authority of the Bank.

SECTION 6.02. BANKING HOURS. Subject to ratification by the Executive Committee,
the Bank and each of its Branches shall be open for business on such days and
during such hours as the Chief Executive Officer of the Bank shall, from time to
time, prescribe.

SECTION 6.03. MINUTE BOOK. The organization papers of this Bank, the Articles of
Association, the returns of the judges of elections, the Bylaws and any
amendments thereto, the proceedings of all regular and special meetings of the
shareholders and of the Board of Directors, and reports of the committees of the
Board of Directors shall be recorded in the minute book of the Bank. The minutes
of each such meeting shall be signed by the presiding officer and attested by
the secretary of the meetings.

SECTION 6.04. AMENDMENT OF BY-LAWS. These Bylaws may be amended by vote of a
majority of the Directors.


Bylaws of Bank One, National Association effective with merger of Ohio Banks.





<PAGE>   1
                                                                    EXHIBIT 25.2


                                                      Registration No. 333-79827
                                                                       ---------

                       SECURITIES AND EXCHANGE COMMISSION


                             Washington, D.C. 20549

                          Subordinated Debt Securities

                                    FORM T-1

    STATEMENT OF ELIGIBILITY AND QUALIFICATION UNDER THE TRUST INDENTURE ACT
    OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

                                 BANK ONE, N.A.

                            Not Applicable 31-4148768
                    (State of Incorporation (I.R.S. Employer
                   if not a national bank) Identification No.)

                100 East Broad Street, Columbus, Ohio 43271-0181
          (Address of trustee's principal (Zip Code) executive offices)

                         c/o Bank One Trust Company, NA
                              100 East Broad Street
                            Columbus, Ohio 43271-0181
                                 (614) 248-5811
            (Name, address and telephone number of agent for service)


                           Continental Airlines, Inc.
               (Exact name of obligor as specified in its charter)


Delaware                                             74-2099724
(State or other jurisdiction of                      (I.R.S.Employer
incorporation or organization)                       Identification No.)



1600 Smith Street                                             77002
Houston, TX                                                   (Zip Code)
(Address of principal executive
office)


                          Subordinated Debt Securities
                       (Title of the Indenture securities)



<PAGE>   2


                                     GENERAL

1.   GENERAL INFORMATION. 
     FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:

     (a)  NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO
     WHICH IT IS SUBJECT.

          Comptroller of the Currency, Washington, D.C.

          Federal Reserve
 Bank of Cleveland, Cleveland, Ohio

          Federal Deposit Insurance Corporation, Washington, D.C.

          The Board of Governors of the Federal Reserve System, Washington, D.C.

     (b)  WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.

          The trustee is authorized to exercise corporate trust powers.

2.   AFFILIATIONS WITH OBLIGOR AND UNDERWRITERS. 
     IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
     AFFILIATION.

     The obligor is not an affiliate of the trustee.

16.  LIST OF EXHIBITS
     LIST BELOW ALL EXHIBITS FILED AS A PART OF THIS STATEMENT OF ELIGIBILITY
     AND QUALIFICATION. (EXHIBITS IDENTIFIED IN PARENTHESES, ON FILE WITH THE
     COMMISSION, ARE INCORPORATED HEREIN BY REFERENCE AS EXHIBITS HERETO.)

Exhibit 1 - A copy of the Articles of Association of the trustee as now in
            effect.

Exhibit 2 - A copy of the Certificate of Authority of the trustee to commence
            business.

Exhibit 3 - A copy of the Authorization of the trustee to exercise corporate
            trust powers.

Exhibit 4 - A copy of the Bylaws of the trustee as now in effect.



<PAGE>   3


Exhibit 5 - Not applicable.

Exhibit 6 - The consent of the trustee required by Section 321(b) of the Trust
            Indenture Act of 1939, as amended.

Exhibit 7 - Report of Condition of the trustee as of the close of business on
            March 31, 1999, published pursuant to the requirements of the 
            Comptroller of the Company, see attached.

Exhibit 8 - Not applicable.

Exhibit 9 - Not applicable.

Items 3 through 15 are not answered pursuant to General Instruction B which
requires responses to Item 1, 2 and 16 only, if the obligor is not in default.


                                    SIGNATURE

   
     Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the Trustee, Bank One, NA, a national banking association organized
under the National Banking Act, has duly caused this statement of eligibility
and qualification to be signed on its behalf by the undersigned, thereunto duly
authorized, all in Columbus, Ohio, on June 15, 1999.
    


                                            Bank One, NA


                                            By: /s/ David Knox
                                                -----------------
                                                Authorized Signer



<PAGE>   4


Exhibit 1

BANK ONE, NATIONAL ASSOCIATION

                             ARTICLES OF ASSOCIATION


     FIRST. The title of this Association shall be Bank One, National
Association.

     SECOND. The main office of the Association shall be in Columbus, County of
Franklin, State of Ohio. The general business of the Association shall be
conducted at its main office and its branches.

     THIRD. The Board of Directors of this Association shall consist of not less
than five nor more than twenty-five Directors, the exact number of Directors
within such minimum and maximum limits to be fixed and determined from
time-to-time by resolution of the shareholders at any annual or special meeting
thereof, provided, however, that the Board of Directors, by resolution of a
majority thereof, shall be authorized to increase the number of its members by
not more than two between regular meetings of the shareholders. Each Director,
during the full term of his directorship, shall own, as qualifying shares, the
minimum number of shares of either this Association or of its parent bank
holding company in accordance with the provisions of applicable law. Unless
otherwise provided by the laws of the United States, any vacancy in the Board of
Directors for any reason, including an increase in the number thereof, may be
filled by action of the Board of Directors.



<PAGE>   5


     FOURTH. The annual meeting of the shareholders for the election of
Directors and the transaction of whatever other business may be brought before
said meeting shall be held at the main office of this Association or such other
place as the Board of Directors may designate, on the day of each year specified
therefor in the Bylaws, but if no election is held on that day, it may be held
on any subsequent business day according to the provisions of law; and all
elections shall be held according to such lawful regulations as may be
prescribed by the Board of Directors.

     FIFTH. The authorized amount of capital stock of this Association shall be
12,704,315 shares of common stock of the par value of Ten Dollars ($10) each;
but said capital stock may be increased or decreased from time-to-time, in
accordance with the provisions of the laws of the United States.

          No holder of shares of the capital stock of any class of the
Association shall have the preemptive or preferential right of subscription to
any share of any class of stock of this Association, whether now or hereafter
authorized or to any obligations convertible into stock of this Association,
issued or sold, nor any right of subscription to any thereof other than such, if
any, as the Board of Directors, in its discretion, may from time-to-time
determine and at such price as the Board of Directors may from time-to-time fix.

          This Association, at any time and from time-to-time, may authorize and
issue debt obligations, whether or not subordinated, without the approval of the
shareholders.

     SIXTH. The Board of Directors shall appoint one of its members President of
the Association, who shall be Chairman of the Board, unless the Board appoints
another director to be the Chairman. The Board of Directors shall have the power
to appoint one or more Vice Presidents and to appoint a Secretary and such other
officers and employees as may be required to transact the business of this
Association.

          The Board of Directors shall have the power to define the duties of
the officers and employees of this Association; to fix the salaries to be paid
to them; to dismiss them; to require bonds from them and to fix the penalty
thereof; to regulate the



<PAGE>   6


manner in which any increase of the capital of this Association shall be made;
to manage and administer the business and affairs of this Association; to make
all Bylaws that it may be lawful for them to make; and generally to do and
perform all acts that it may be legal for a Board of Directors to do and
perform.

     SEVENTH. The Board of Directors shall have the power to change the location
of the main office to any other place within the limits of the City of Columbus,
Ohio, without the approval of the shareholders but subject to the approval of
the Comptroller of the Currency; and shall have the power to establish or change
the location of any branch or branches of this Association to any other
location, without the approval of the shareholders but subject to the approval
of the Comptroller of the Currency.

     EIGHTH. The corporate existence of this Association shall continue until
terminated in accordance with the laws of the United States.

     NINTH. The Board of Directors of this Association, or any three or more
shareholders owning, in the aggregate, not less than 10 percent of the stock of
this Association, may call a special meeting of shareholders at any time. Unless
otherwise provided by the laws of the United States, a notice of the time, place
and purpose of every annual and special meeting of the shareholders shall be
given by first-class mail, postage prepaid, mailed at least ten days prior to
the date of such meeting to each shareholder of record at his address as shown
upon the books of this Association.



<PAGE>   7


     TENTH. Every person who is or was a Director, officer or employee of the
Association or of any other corporation which he served as a Director, officer
or employee at the request of the Association as part of his regularly assigned
duties may be indemnified by the Association in accordance with the provisions
of this paragraph against all liability (including, without limitation,
judgments, fines, penalties and settlements) and all reasonable expenses
(including, without limitation, attorneys' fees and investigative expenses) that
may be incurred or paid by him in connection with any claim, action, suit or
proceeding, whether civil, criminal or administrative (all referred to hereafter
in this paragraphs as "Claims") or in connection with any appeal relating
thereto in which he may become involved as a party or otherwise or with which he
may be threatened by reason of his being or having been a Director, officer or
employee of the Association or such other corporation, or by reason of any
action taken or omitted by him in his capacity as such Director, officer or
employee, whether or not he continues to be such at the time such liability or
expenses are incurred, provided that nothing contained in this paragraph shall
be construed to permit indemnification of any such person who is adjudged guilty
of, or liable for, willful misconduct, gross neglect of duty or criminal acts,
unless, at the time such indemnification is sought, such indemnification in such
instance is permissible under applicable law and regulations, including
published rulings of the Comptroller of the Currency or other appropriate
supervisory or regulatory authority, and provided further that there shall be no
indemnification of directors, officers, or employees against expenses,
penalties, or other payments incurred in an administrative proceeding or action
instituted by an appropriate regulatory agency which proceeding or action
results in a final order assessing civil money penalties or requiring
affirmative action by an individual or individuals in the form of payments to
the Association. Every person who may be indemnified under the provisions of
this paragraph and who has been wholly successful on the merits with respect to
any Claim shall be entitled to indemnification as of right. Except as provided
in the preceding sentence, any indemnification under this paragraph shall be at
the sole discretion of the Board of Directors and shall be made only if the
Board of Directors or the Executive Committee acting by a quorum consisting of



<PAGE>   8


Directors who are not parties to such Claim shall find or if independent legal
counsel (who may be the regular counsel of the Association) selected by the
Board of Directors or Executive Committee whether or not a disinterested quorum
exists shall render their opinion that in view of all of the circumstances then
surrounding the Claim, such indemnification is equitable and in the best
interests of the Association. Among the circumstances to be taken into
consideration in arriving at such a finding or opinion is the existence or
non-existence of a contract of insurance or indemnity under which the
Association would be wholly or partially reimbursed for such indemnification,
but the existence or non-existence of such insurance is not the sole
circumstance to be considered nor shall it be wholly determinative of whether
such indemnification shall be made. In addition to such finding or opinion, no
indemnification under this paragraph shall be made unless the Board of Directors
or the Executive Committee acting by a quorum consisting of Directors who are
not parties to such Claim shall find or if independent legal counsel (who may be
the regular counsel of the Association) selected by the Board of Directors or
Executive Committee whether or not a disinterested quorum exists shall render
their opinion that the Director, officer or employee acted in good faith in what
he reasonably believed to be the best interests of the Association or such other
corporation and further in the case of any criminal action or proceeding, that
the Director, officer or employee reasonably believed his conduct to be lawful.
Determination of any Claim by judgment adverse to a Director, officer or
employee by settlement with or without Court approval or conviction upon a plea
of guilty or of nolo contendere or its equivalent shall not create a presumption
that a Director, officer or employee failed to meet the standards of conduct set
forth in this paragraph. Expenses incurred with respect to any Claim may be
advanced by the Association prior to the final disposition thereof upon receipt
of an undertaking satisfactory to the Association by or on behalf of the
recipient to repay such amount unless it is ultimately determined that he is
entitled to indemnification under this paragraph. The rights of indemnification
provided in this paragraph shall be in addition to any rights to which any
Director, officer or employee may otherwise be entitled by contract or as a
matter of law.



<PAGE>   9


Every person who shall act as a Director, officer or employee of this
Association shall be conclusively presumed to be doing so in reliance upon the
right of indemnification provided for in this paragraph.

     ELEVENTH. These Articles of Association may be amended at any regular or
special meeting of the shareholders by the affirmative vote of the holders of a
majority of the stock of this Association, unless the vote of the holders of a
greater amount of stock is required by law, and in that case by the vote of the
holders of such greater amount.



Articles of Association of Bank One, National Association effective with the
consolidation of banks in Ohio.



<PAGE>   10



Exhibit 4

                                     BY-LAWS
                                       OF
                         BANK ONE, NATIONAL ASSOCIATION

                                    ARTICLE I
                             MEETING OF SHAREHOLDERS


SECTION 1.01. ANNUAL MEETING. The regular annual meeting of the Shareholders of
the Bank for the election of Directors and for the transaction of such business
as may properly come before the meeting shall be held at its main banking house,
or other convenient place duly authorized by the Board of Directors, on the
third Monday of January of each year, or on the next succeeding banking day, if
the day fixed falls on a legal holiday. If from any cause, an election of
directors is not made on the day fixed for the regular meeting of shareholders
or, in the event of a legal holiday, on the next succeeding banking day, the
Board of Directors shall order the election to be held on some subsequent day,
as soon thereafter as practicable, according to the provisions of law; and
notice thereof shall be given in the manner herein provided for the annual
meeting. Notice of such annual meeting shall be given by or under the direction
of the Secretary or such other officer as may be designated by the Chief
Executive Officer by first-class mail, postage prepaid, to all shareholders of
record of the Bank at their respective addresses as shown upon the books of the
Bank mailed not less than ten days prior to the date fixed for such meeting.

SECTION 1.02. SPECIAL MEETINGS. A special meeting of the shareholders of this
Bank may be called at any time by the Board of Directors or by any three or more
shareholders owning, in the aggregate, not less than ten percent of the stock of
this Bank. The notice of any special meeting of the shareholders called by the
Board of Directors, stating the time, place and purpose of the meeting, shall be
given by or under the direction of the Secretary, or such other officer as is
designated by the Chief Executive Officer, by first-class mail, postage prepaid,
to all shareholders of



<PAGE>   11


record of the Bank at their respective addresses as shown upon the books of the
Bank, mailed not less than ten days prior to the date fixed for such meeting.

     Any special meeting of shareholders shall be conducted and its proceedings
recorded in the manner prescribed in these Bylaws for annual meetings of
shareholders.

SECTION 1.03. SECRETARY OF SHAREHOLDERS' MEETING. The Board of Directors may
designate a person to be the Secretary of the meetings of shareholders. In the
absence of a presiding officer, as designated in these Bylaws, the Board of
Directors may designate a person to act as the presiding officer. In the event
the Board of Directors fails to designate a person to preside at a meeting of
shareholders and a Secretary of such meeting, the shareholders present or
represented shall elect a person to preside and a person to serve as Secretary
of the meeting.

     The Secretary of the meetings of shareholders shall cause the returns made
by the judges and election and other proceedings to be recorded in the minute
book of the Bank. The presiding officer shall notify the directors-elect of
their election and to meet forthwith for the organization of the new board.

     The minutes of the meeting shall be signed by the presiding officer and the
Secretary designated for the meeting.

SECTION 1.04. JUDGES OF ELECTION. The Board of Directors may appoint as many as
three shareholders to be judges of the election, who shall hold and conduct the
same, and who shall, after the election has been held, notify, in writing over
their signatures, the secretary of the shareholders' meeting of the result
thereof and the names of the Directors elected; provided, however, that upon
failure for any reason of any judge or judges of election, so appointed by the
directors, to serve, the presiding officer of the meeting shall appoint other
shareholders or their proxies to fill the vacancies. The judges of election at
the request of the chairman of the meeting, shall act as tellers of any other
vote by ballot taken at such meeting, and shall notify, in writing over their
signatures, the secretary of the Board of Directors of the result thereof.



<PAGE>   12


SECTION 1.05. PROXIES. In all elections of Directors, each shareholder of
record, who is qualified to vote under the provisions of Federal Law, shall have
the right to vote the number of shares of record in his name for as many persons
as there are Directors to be elected, or to cumulate such shares as provided by
Federal Law. In deciding all other questions at meetings of shareholders, each
shareholder shall be entitled to one vote on each share of stock of record in
his name. Shareholders may vote by proxy duly authorized in writing. All proxies
used at the annual meeting shall be secured for that meeting only, or any
adjournment thereof, and shall be dated, and if not dated by the shareholder,
shall be dated as of the date of receipt thereof. No officer or employee of this
Bank may act as proxy.

SECTION 1.06. QUORUM. Holders of record of a majority of the shares of the
capital stock of the Bank, eligible to be voted, present either in person or by
proxy, shall constitute a quorum for the transaction of business at any meeting
of shareholders, but shareholders present at any meeting and constituting less
than a quorum may, without further notice, adjourn the meeting from time to time
until a quorum is obtained. A majority of the votes cast shall decide every
question or matter submitted to the shareholders at any meeting, unless
otherwise provided by law or by the Articles of Association.



<PAGE>   13


                                   ARTICLE II
                                    DIRECTORS

SECTION 2.01. MANAGEMENT OF THE BANK. The business of the Bank shall be managed
by the Board of Directors. Each director of the Bank shall be the beneficial
owner of a substantial number of shares of BANC ONE CORPORATION and shall be
employed either in the position of Chief Executive Officer or active leadership
within his or her business, professional or community interest which shall be
located within the geographic area in which the Bank operates, or as an
executive officer of the Bank. A director shall not be eligible for nomination
and re-election as a director of the Bank if such person's executive or
leadership position within his or her business, professional or community
interests which qualifies such person as a director of Bank terminates. The age
of 70 is the mandatory retirement age as a director of the Bank. When a person's
eligibility as director of the Bank terminates, whether because of change in
share ownership, position, residency or age, within 30 days after such
termination, such person shall submit his resignation as a director to be
effective at the pleasure of the Board provided, however, that in no event shall
such person be nominated or elected as a director. Provided, however, following
a person's retirement or resignation as a director because of the age
limitations herein set forth with respect to election or re-election as a
director, such person may, in special or unusual circumstances, and at the
discretion of the Board, be elected by the directors as a Director Emeritus of
the Bank for a limited period of time. A Director Emeritus shall have the right
to participate in board meetings but shall be without the power to vote and
shall be subject to re-election by the Board at its organizational meeting
following the Bank's annual meeting of shareholders.

SECTION 2.02. QUALIFICATIONS. Each director shall have the qualification
prescribed by law. No person elected a director may exercise any of the powers
of his office until he has taken the oath of such office.



<PAGE>   14


SECTION 2.03. TERM OF OFFICE/VACANCIES. A director shall hold office until the
annual meeting for the year in which his term expires and until his successor
shall be elected and shall qualify, subject, however, to his prior death,
resignation, or removal from office. Whenever any vacancy shall occur among the
directors, the remaining directors shall constitute the directors of the Bank
until such vacancy is filled by the remaining directors, and any director so
appointed shall hold office for the unexpired term of his or her successor.
Notwithstanding the foregoing, each director shall hold office and serve at the
pleasure of the Board.

SECTION 2.04. ORGANIZATION MEETING. The directors elected by the shareholders
shall meet for organization of the new board at the time fixed by the presiding
officer of the annual meeting. If at the time fixed for such meeting there is no
quorum present, the Directors in attendance may adjourn from time to time until
a quorum is obtained. A majority of the number of Directors elected by the
shareholders shall constitute a quorum for the transaction of business.

SECTION 2.05. REGULAR MEETINGS. The regular meetings of the Board of Directors
shall be held on the third Monday of January, April, July and October, which
meetings will be held at 3:30 p.m. When any regular meeting of the Board falls
on a holiday, the meeting shall be held on such other day as the Board may
previously designate or should the Board fail to so designate, on such day as
the Chairman of the Board or President may fix. Whenever a quorum is not
present, the directors in attendance shall adjourn the meeting to a time not
later than the date fixed by the Bylaws for the next succeeding regular meeting
of the Board.

SECTION 2.06. SPECIAL MEETINGS. Special meetings of the Board of Directors shall
be held at the call of the Chairman of the Board or President, or at the request
of two or more Directors. Any special meeting may be held at such place in
Franklin County, Ohio, and at such time as may be fixed in the call. Written or
oral notice shall be given to each Director not later than the day next
preceding the day on which special meeting is to be held, which notice may be
waived in writing.



<PAGE>   15


The presence of a Director at any meeting of the Board shall be deemed a waiver
of notice thereof by him. Whenever a quorum is not present the Directors in
attendance shall adjourn the special meeting from day to day until a quorum is
obtained.

SECTION 2.07. QUORUM. A majority of the Directors shall constitute a quorum at
any meeting, except when otherwise provided by law; but a lesser number may
adjourn any meeting, from time-to-time, and the meeting may be held, as
adjourned, without further notice. When, however, less than a quorum as herein
defined, but at least one-third and not less than two of the authorized number
of Directors are present at a meeting of the Directors, business of the Bank may
be transacted and matters before the Board approved or disapproved by the
unanimous vote of the Directors present.

SECTION 2.08. COMPENSATION. Each member of the Board of Directors shall receive
such fees for, and transportation expenses incident to, attendance at Board and
Board Committee Meetings and such fees for service as a Director irrespective of
meeting attendance as from time to time are fixed by resolution of the Board;
provided, however, that payment hereunder shall not be made to a Director for
meetings attended and/or Board service which are not for the Bank's sole benefit
and which are concurrent and duplicative with meetings attended or board service
for an affiliate of the Bank for which the Director receives payment; and
provided further, that payment hereunder shall not be made in the case of any
Director in the regular employment of the Bank or of one of its affiliates.

SECTION 2.09. EXECUTIVE COMMITTEE. There shall be a standing committee of the
Board of Directors known as the Executive Committee which shall possess and
exercise, when the Board is not in session, all powers of the Board that may
lawfully be delegated. The Executive Committee shall also exercise the powers of
the Board of Directors in accordance with the Provisions of the "Employees
Retirement Plan" and the "Agreement and Declaration of Trust" as the same now
exist or may be amended hereafter. The Executive Committee shall consist of not
fewer than four board members, including the Chairman of the Board and President
of the 



<PAGE>   16


Bank, one of whom, as hereinafter required by these Bylaws, shall be the Chief
Executive Officer. The other members of the Committee shall be appointed by the
Chairman of the Board or by the President, with the approval of the Board and
shall continue as members of the Executive Committee until their successors are
appointed, provided, however, that any member of the Executive Committee may be
removed by the Board upon a majority vote thereof at any regular or special
meeting of the Board. The Chairman or President shall fill any vacancy in the
Committee by the appointment of another Director, subject to the approval of the
Board of Directors. The regular meetings of the Executive Committee shall be
held on a regular basis as scheduled by the Board of Directors. Special meetings
of the Executive Committee shall be held at the call of the Chairman or
President or any two members thereof at such time or times as may be designated.
In the event of the absence of any member or members of the Committee, the
presiding member may appoint a member or members of the Board to fill the place
or places of such absent member or members to serve during such absence. Not
fewer than three members of the Committee must be present at any meeting of the
Executive Committee to constitute a quorum, provided, however that with regard
to any matters on which the Executive Committee shall vote, a majority of the
Committee members present at the meeting at which a vote is to be taken shall
not be officers of the Bank and, provided further, that if, at any meeting at
which the Chairman of the Board and President are both present, Committee
members who are not officers are not in the majority, then the Chairman of the
Board or President, which ever of such officers is not also the Chief Executive
Officer, shall not be eligible to vote at such meeting and shall not be
recognized for purposes of determining if a quorum is present at such meeting.
When neither the Chairman of the Board nor President are present, the Committee
shall appoint a presiding officer. The Executive Committee shall keep a record
of its proceedings and report its proceedings and the action taken by it to the
Board of Directors.


SECTION 2.10 COMMUNITY REINVESTMENT ACT AND COMPLIANCE POLICY COMMITTEE. There
shall be a standing committee of the Board of Directors known as the Community
Reinvestment Act and Compliance Policy Committee the duties of which shall be,
at least once in each calendar year, to review, develop and recommend



<PAGE>   17


policies and programs related to the Bank's Community Reinvestment Act
Compliance and regulatory compliance with all existing statutes, rules and
regulations affecting the Bank under state and federal law. Such Committee shall
provide and promptly make a full report of such review of current Bank policies
with regard to Community Reinvestment Act and regulatory compliance in writing
to the Board, with recommendations, if any, which may be necessary to correct
any unsatisfactory conditions. Such Committee may, in its discretion, in
fulfilling its duties, utilize the Community Reinvestment Act officers of the
Bank, Banc One Ohio Corporation and Banc One Corporation and may engage outside
Community Reinvestment Act experts, as approved by the Board, to review, develop
and recommend policies and programs as herein required. The Community
Reinvestment Act and regulatory compliance policies and procedures established
and the recommendations made shall be consistent with, and shall supplement, the
Community Reinvestment Act and regulatory compliance programs, policies and
procedures of Banc One Corporation and Banc One Ohio Corporation. The Community
Reinvestment Act and Compliance Policy Committee shall consist of not fewer than
four board members, one of whom shall be the Chief Executive Officer and a
majority of whom are not officers of the Bank. Not fewer than three members of
the Committee, a majority of whom are not officers of the Bank, must be present
to constitute a quorum. The Chairman of the Board or President of the Bank,
whichever is not the Chief Executive Officer, shall be an ex officio member of
the Community Reinvestment Act and Compliance Policy Committee. The Community
Reinvestment Act and Compliance Policy Committee, whose chairman shall be
appointed by the Board, shall keep a record of its proceedings and report its
proceedings and the action taken by it to the Board of Directors.

SECTION 2.11. TRUST COMMITTEES. There shall be two standing Committees known as
the Trust Management Committee and the Trust Examination Committee appointed as
hereinafter provided.

SECTION 2.12. OTHER COMMITTEES. The Board of Directors may appoint such special
committees from time to time as are in its judgment necessary in the interest of
the Bank.



<PAGE>   18


                                   ARTICLE III
                    OFFICERS, MANAGEMENT STAFF AND EMPLOYEES

SECTION 3.01.  OFFICERS AND MANAGEMENT STAFF.

     (a)  The officers of the Bank shall include a President, Secretary and
          Security Officer and may include a Chairman of the Board, one or more
          Vice Chairmen, one or more Vice Presidents (which may include one or
          more Executive Vice Presidents and/or Senior Vice Presidents) and one
          or more Assistant Secretaries, all of whom shall be elected by the
          Board. All other officers may be elected by the Board or appointed in
          writing by the Chief Executive Officer. The salaries of all officers
          elected by the Board shall be fixed by the Board. The Board from
          time-to-time shall designate the President or Chairman of the Board to
          serve as the Bank's Chief Executive Officer.

     (b)  The Chairman of the Board, if any, and the President shall be elected
          by the Board from their own number. The President and Chairman of the
          Board shall be re-elected by the Board annually at the organizational
          meeting of the Board of Directors following the Annual Meeting of
          Shareholders. Such officers as the Board shall elect from their own
          number shall hold office from the date of their election as officers
          until the organization meeting of the Board of Directors following the
          next Annual Meeting of Shareholders, provided, however, that such
          officers may be relieved of their duties at any time by action of the
          Board in which event all the powers incident to their office shall
          immediately terminate. 

     (c)  Except as provided in the case of the elected officers who are members
          of the Board, all officers, whether elected or appointed, shall hold
          office at the pleasure of the Board. Except as otherwise limited by
          law or these Bylaws, the Board assigns to Chief Executive Officer
          and/or his



<PAGE>   19


          designees the authority to appoint and dismiss any elected or
          appointed officer or other member of the Bank's management staff and
          other employees of the Bank, as the person in charge of and
          responsible for any branch office, department, section, operation,
          function, assignment or duty in the Bank.

     (d)  The management staff of the Bank shall include officers elected by the
          Board, officers appointed by the Chief Executive Officer, and such
          other persons in the employment of the Bank who, pursuant to written
          appointment and authorization by a duly authorized officer of the
          Bank, perform management functions and have management
          responsibilities. Any two or more offices may be held by the same
          person except that no person shall hold the office of Chairman of the
          Board and/or President and at the same time also hold the office of
          Secretary.

     (e)  The Chief Executive Officer of the Bank and any other officer of the
          Bank, to the extent that such officer is authorized in writing by the
          Chief Executive Officer, may appoint persons other than officers who
          are in the employment of the Bank to serve in management positions and
          in connection therewith, the appointing officer may assign such title,
          salary, responsibilities and functions as are deemed appropriate by
          him, provided, however, that nothing contained herein shall be
          construed as placing any limitation on the authority of the Chief
          Executive Officer as provided in this and other sections of these
          Bylaws.

SECTION 3.02. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer of the Bank
shall have general and active management of the business of the Bank and shall
see that all orders and resolutions of the Board of Directors are carried into
effect. Except as otherwise prescribed or limited by these Bylaws, the Chief
Executive Officer shall have full right, authority and power to control all
personnel, including elected and appointed officers, of the Bank, to employ or
direct the



<PAGE>   20


employment of such personnel and officers as he may deem necessary, including
the fixing of salaries and the dismissal of them at pleasure, and to define and
prescribe the duties and responsibility of all Officers of the Bank, subject to
such further limitations and directions as he may from time-to-time deem proper.
The Chief Executive Officer shall perform all duties incident to his office and
such other and further duties, as may, from time-to-time, be required of him by
the Board of Directors or the shareholders. The specification of authority in
these Bylaws wherever and to whomever granted shall not be construed to limit in
any manner the general powers of delegation granted to the Chief Executive
Officer in conducting the business of the Bank. The Chief Executive Officer or,
in his absence, the Chairman of the Board or President of the Bank, as
designated by the Chief Executive Officer, shall preside at all meetings of
shareholders and meetings of the Board. In the absence of the Chief Executive
Officer, such officer as is designated by the Chief Executive Officer shall be
vested with all the powers and perform all the duties of the Chief Executive
Officer as defined by these Bylaws. When designating an officer to serve in his
absence, the Chief Executive Officer shall select an officer who is a member of
the Board of Directors whenever such officer is available.

SECTION 3.03. POWERS OF OFFICERS AND MANAGEMENT STAFF. The Chief Executive
Officer, the Chairman of the Board, the President, and those officers so
designated and authorized by the Chief Executive Officer are authorized for an
on behalf of the Bank, and to the extent permitted by law, to make loans and
discounts; to purchase or acquire drafts, notes, stock, bonds, and other
securities for investment of funds held by the Bank; to execute and purchase
acceptances; to appoint, empower and direct all necessary agents and attorneys;
to sign and give any notice required to be given; to demand payment and/or to
declare due for any default any debt or obligation due or payable to the Bank
upon demand or authorized to be declared due; to foreclose any mortgages, to
exercise any option, privilege or election to forfeit, terminate, extend or
renew any lease; to authorize and direct any proceedings for the collection of
any money or for the enforcement of any right or obligation; to adjust, settle
and compromise all claims of every kind and description in favor of or against
the Bank, and to give receipts, releases and discharges therefor; to borrow
money and in connection therewith to make, execute and deliver



<PAGE>   21


notes, bonds or other evidences of indebtedness; to pledge or hypothecate any
securities or any stocks, bonds, notes or any property real or personal held or
owned by the Bank, or to rediscount any notes or other obligations held or owned
by the Bank, to employ or direct the employment of all personnel, including
elected and appointed officers, and the dismissal of them at pleasure, and in
furtherance of and in addition to the powers herein above set forth to do all
such acts and to take all such proceedings as in his judgment are necessary and
incidental to the operation of the Bank.

     Other persons in the employment of the Bank, including but not limited to
officers and other members of the management staff, may be authorized by the
Chief Executive Officer, or by an officer so designated and authorized by the
Chief Executive Officer, to perform the powers set forth above, subject,
however, to such limitations and conditions as are set forth in the
authorization given to such persons.

SECTION 3.04. SECRETARY. The Secretary or such other officers as may be
designated by the Chief Executive Officer shall have supervision and control of
the records of the Bank and, subject to the direction of the Chief Executive
Officer, shall undertake other duties and functions usually performed by a
corporate secretary. Other officers may be designated by the Chief Executive
Officer or the Board of Directors as Assistant Secretary to perform the duties
of the Secretary.

SECTION 3.05. EXECUTION OF DOCUMENTS. The Chief Executive Officer, Chairman of
the Board, President, any officer being a member of the Bank's management staff
who is also a person in charge of and responsible for any department within the
Bank and any other officer to the extent such officer is so designated and
authorized by the Chief Executive Officer, the Chairman of the Board, the
President, or any other officer who is a member of the Bank's management staff
who is in charge of and responsible for any department within the Bank, are
hereby authorized on behalf of the Bank to sell, assign, lease, mortgage,
transfer, deliver and convey any real or personal property now or hereafter
owned by or standing in the name of the Bank or its nominee, or held by this
Bank as collateral security, and to execute and deliver such deeds, contracts,
leases, assignments, bills of sale, transfers or other 



<PAGE>   22

papers or documents as may be appropriate in the circumstances; to execute any
loan agreement, security agreement, commitment letters and financing statements
and other documents on behalf of the Bank as a lender; to execute purchase
orders, documents and agreements entered into by the Bank in the ordinary course
of business, relating to purchase, sale, exchange or lease of services, tangible
personal property, materials and equipment for the use of the Bank; to execute
powers of attorney to perform specific or general functions in the name of or on
behalf of the Bank; to execute promissory notes or other instruments evidencing
debt of the Bank; to execute instruments pledging or releasing securities for
public funds, documents submitting public fund bids on behalf of the Bank and
public fund contracts; to purchase and acquire any real or personal property
including loan portfolios and to execute and deliver such agreements, contracts
or other papers or documents as may be appropriate in the circumstances; to
execute any indemnity and fidelity bonds, proxies or other papers or documents
of like or different character necessary, desirable or incidental to the conduct
of its banking business; to execute and deliver settlement agreements or other
papers or documents as may be appropriate in connection with a dismissal
authorized by Section 3.01(c) of these Bylaws; to execute agreements,
instruments, documents, contracts or other papers of like or difference
character necessary, desirable or incidental to the conduct of its banking
business; and to execute and deliver partial releases from and discharges or
assignments of mortgages, financing statements and assignments or surrender of
insurance policies, now or hereafter held by this Bank. 

     The Chief Executive Officer, Chairman of the Board, President, any officer
being a member of the Bank's management staff who is also a person in charge of
and responsible for any department within the Bank, and any other officer of the
Bank so designated and authorized by the Chief Executive Officer, Chairman of
the Board, President or any officer who is a member of the Bank's management
staff who is in charge of and responsible for any department within the Bank are
authorized for and on behalf of the Bank to sign and issue checks, drafts, and
certificates of deposit; to sign and endorse bills of exchange, to sign and
countersign foreign and domestic letters of credit, to receive and receipt for
payments of principal, interest, dividends, rents, fees and payments of every
kind and description paid to the Bank, to sign receipts for property acquired by
or entrusted to the Bank, to guarantee the genuineness of signatures on
assignments of stocks, bonds or other securities, to sign certifications 



<PAGE>   23
of checks, to endorse and deliver checks, drafts, warrants, bills, notes,
certificates of deposit and acceptances in all business transactions of the
Bank.

     Other persons in the employment of the Bank and of its subsidiaries,
including but not limited to officers and other members of the management staff,
may be authorized by the Chief Executive Officer, Chairman of the Board,
President or by an officer so designated by the Chief Executive Officer,
Chairman of the Board, or President to perform the acts and to execute the
documents set forth above, subject, however, to such limitations and conditions
as are contained in the authorization given to such person.

SECTION 3.06. PERFORMANCE BOND. All officers and employees of the Bank shall be
bonded for the honest and faithful performance of their duties for such amount
as may be prescribed by the Board of Directors.



<PAGE>   24


                                   ARTICLE IV
                                TRUST DEPARTMENT

SECTION 4.01. TRUST DEPARTMENT. Pursuant to the fiduciary powers granted to this
Bank under the provisions of Federal Law and Regulations of the Comptroller of
the Currency, there shall be maintained a separate Trust Department of the Bank,
which shall be operated in the manner specified herein.

SECTION 4.02. TRUST MANAGEMENT COMMITTEE. There shall be a standing Committee
known as the Trust Management Committee, consisting of at least five members, a
majority of whom shall not be officers of the Bank. The Committee shall consist
of the Chairman of the Board who shall be Chairman of the Committee, the
President, and at least three other Directors appointed by the Board of
Directors and who shall continue as members of the Committee until their
successors are appointed. Any vacancy in the Trust Management Committee may be
filled by the Board at any regular or special meeting. In the event of the
absence of any member or members, such Committee may, in its discretion, appoint
members of the Board to fill the place of such absent members to serve during
such absence. Three members of the Committee shall constitute a quorum. Any
member of the Committee may be removed by the Board by a majority vote at any
regular or special meeting of the Board. The Committee shall meet at such times
as it may determine or at the call of the Chairman, or President or any two
members thereof.

     The Trust Management Committee, under the general direction of the Board of
Directors, shall supervise the policy of the Trust Department which shall be
formulated and executed in accordance with Law, Regulations of the Comptroller
of the Currency, and sound fiduciary principles.



<PAGE>   25


SECTION 4.03. TRUST EXAMINATION COMMITTEE. There shall be a standing Committee
known as the Trust Examination Committee, consisting of three directors
appointed by the Board of Directors and who shall continue as members of the
committee until their successors are appointed. Such members shall not be active
officers of the Bank. Two members of the Committee shall constitute a quorum.
Any member of the Committee may be removed by the Board by a majority vote at
any regular or special meeting of the Board. The Committee shall meet at such
times as it may determine or at the call of two members thereof.

     This Committee shall, at least once during each calendar year and within
fifteen months of the last such audit, or at such other time(s) as may be
required by Regulations of the Comptroller of the Currency, make suitable audits
of the Trust Department or cause suitable audits to be made by auditors
responsible only to the Board of Directors, and at such time shall ascertain
whether the Department has been administered in accordance with Law, Regulations
of the Comptroller of the Currency and sound fiduciary principles.

     The Committee shall promptly make a full report of such audits in writing
to the Board of Directors of the Bank, together with a recommendation as to what
action, if any, may be necessary to correct any unsatisfactory condition. A
report of the audits together with the action taken thereon shall be noted in
the Minutes of the Board of Directors and such report shall be a part of the
records of this Bank.

SECTION 4.04. MANAGEMENT. The Trust Department shall be under the management and
supervision of an officer of the Bank or of the trust affiliate of the Bank
designated by and subject to the advice and direction of the Chief Executive
Officer. Such officer having supervisory responsibility over the Trust
Department shall do or cause to be done all things necessary or proper in
carrying on the business of the Trust Department in accordance with provisions
of law and applicable regulations.



<PAGE>   26


SECTION 4.05. HOLDING OF PROPERTY. Property held by the Trust Department may be
carried in the name of the Bank in its fiduciary capacity, in the name of Bank,
or in the name of a nominee or nominees.

SECTION 4.06. TRUST INVESTMENTS. Funds held by the Bank in a fiduciary capacity
awaiting investment or distribution shall not be held uninvested or
undistributed any longer than is reasonable for the proper management of the
account and shall be invested in accordance with the instrument establishing a
fiduciary relationship and local law. Where such instrument does not specify the
character or class of investments to be made and does not vest in the Bank any
discretion in the matter, funds held pursuant to such instrument shall be
invested in any investment which corporate fiduciaries may invest under local
law.

     The investments of each account in the Trust Department shall be kept
separate from the assets of the Bank, and shall be placed in the joint custody
or control of not less than two of the officers or employees of the Bank or of
the trust affiliate of the Bank designated for the purpose by the Trust
Management Committee.

SECTION 4.07. EXECUTION OF DOCUMENTS. The Chief Executive Officer, Chairman of
the Board, President, any officer of the Trust Department, and such other
officers of the trust affiliate of the Bank as are specifically designated and
authorized by the Chief Executive Officer, the President, or the officer in
charge of the Trust Department, are hereby authorized, on behalf of this Bank,
to sell, assign, lease, mortgage, transfer, deliver and convey any real property
or personal property and to purchase and acquire any real or personal property
and to execute and deliver such agreements, contracts, or other papers and
documents as may be appropriate in the circumstances for property now or
hereafter owned by or standing in the name of this Bank, or its nominee, in any
fiduciary capacity, or in the name of any principal for whom this Bank may now
or hereafter be acting under a power of attorney, or as agent and to execute and
deliver partial releases from any discharges or assignments or mortgages and
assignments or surrender of insurance policies, to execute and deliver deeds,
contracts, leases, assignments, bills of



<PAGE>   27


sale, transfers or such other papers or documents as may be appropriate in the
circumstances for property now or hereafter held by this Bank in any fiduciary
capacity or owned by any principal for whom this Bank may now or hereafter be
acting under a power of attorney or as agent; to execute and deliver settlement
agreements or other papers or documents as may be appropriate in connection with
a dismissal authorized by Section 3.01(c) of these Bylaws; provided that the
signature of any such person shall be attested in each case by any officer of
the Trust Department or by any other person who is specifically authorized by
the Chief Executive Officer, the President or the officer in charge of the Trust
Department.

     The Chief Executive Officer, Chairman of the Board, President, any officer
of the Trust Department and such other officers of the trust affiliate of the
Bank as are specifically designated and authorized by the Chief Executive
Officer, the President, or the officer in charge of the Trust Department, or any
other person or corporation as is specifically authorized by the Chief Executive
Officer, the President or the officer in charge of the Trust Department, are
hereby authorized on behalf of this Bank, to sign any and all pleadings and
papers in probate and other court proceedings, to execute any indemnity and
fidelity bonds, trust agreements, proxies or other papers or documents of like
or different character necessary, desirable or incidental to the appointment of
the Bank in any fiduciary capacity and the conduct of its business in any
fiduciary capacity; also to foreclose any mortgage, to execute and deliver
receipts for payments of principal, interest, dividends, rents, fees and
payments of every kind and description paid to the Bank; to sign receipts for
property acquired or entrusted to the Bank; also to sign stock or bond
certificates on behalf of this Bank in any fiduciary capacity and on behalf of
this Bank as transfer agent or registrar; to guarantee the genuineness of
signatures on assignments of stocks, bonds or other securities, and to
authenticate bonds, debentures, land or lease trust certificates or other forms
of security issued pursuant to any indenture under which this Bank now or
hereafter is acting as Trustee. Any such person, as well as such other persons
as are specifically authorized by the Chief Executive Officer or the officer in
charge of the Trust Department, may sign checks, drafts and orders for the
payment of money executed by the Trust Department in the course of its business.



<PAGE>   28


SECTION 4.08. VOTING OF STOCK. The Chairman of the Board, President, any officer
of the Trust Department, any officer of the trust affiliate of the Bank and such
other persons as may be specifically authorized by Resolution of the Trust
Management Committee or the Board of Directors, may vote shares of stock of a
corporation of record on the books of the issuing company in the name of the
Bank or in the name of the Bank as fiduciary, or may grant proxies for the
voting of such stock of the granting if same is permitted by the instrument
under which the Bank is acting in a fiduciary capacity, or by the law applicable
to such fiduciary account. In the case of shares of stock which are held by a
nominee of the Bank, such shares may be voted by such person(s) authorized by
such nominee.



<PAGE>   29


                                    ARTICLE V
                          STOCKS AND STOCK CERTIFICATES

SECTION 5.01. STOCK CERTIFICATES. The shares of stock of the Bank shall be
evidenced by certificates which shall bear the signature of the Chairman of the
Board, the President, or a Vice President (which signature may be engraved,
printed or impressed), and shall be signed manually by the Secretary, or any
other officer appointed by the Chief Executive Officer for that purpose.

     In case any such officer who has signed or whose facsimile signature has
been placed upon such certificate shall have ceased to be such before such
certificate is issued, it may be issued by the Bank with the same effect as if
such officer had not ceased to be such at the time of its issue. Each such
certificate shall bear the corporate seal of the Bank, shall recite on its fact
that the stock represented thereby is transferable only upon the books of the
Bank properly endorsed and shall recite such other information as is required by
law and deemed appropriate by the Board. The corporate seal may be facsimile
engraved or printed.

SECTION 5.02. STOCK ISSUE AND TRANSFER. The shares of stock of the Bank shall be
transferable only upon the stock transfer books of the Bank and except as
hereinafter provided, no transfer shall be made or new certificates issued
except upon the surrender for cancellation of the certificate or certificates
previously issued therefor. In the case of the loss, theft, or destruction of
any certificate, a new certificate may be issued in place of such certificate
upon the furnishing of any affidavit setting forth the circumstances of such
loss, theft, or destruction and indemnity satisfactory to the Chairman of the
Board, the President, or a Vice President. The Board of Directors, or the Chief
Executive Officer, may authorize the issuance of a new certificate therefor
without the furnishing of indemnity. Stock Transfer Books, in which all
transfers of stock shall be recorded, shall be provided.



<PAGE>   30


     The stock transfer books may be closed for a reasonable period and under
such conditions as the Board of Directors may at any time determine for any
meeting of shareholders, the payment of dividends or any other lawful purpose.
In lieu of closing the transfer books, the Board may, in its discretion, fix a
record date and hour constituting a reasonable period prior to the day
designated for the holding of any meeting of the shareholders or the day
appointed for the payment of any dividend or for any other purpose at the time
as of which shareholders entitled to notice of and to vote at any such meeting
or to receive such dividend or to be treated as shareholders for such other
purpose shall be determined, and only shareholders of record at such time shall
be entitled to notice of or to vote at such meeting or to receive such dividends
or to be treated as shareholders for such other purpose.



<PAGE>   31


                                   ARTICLE VI
                            MISCELLANEOUS PROVISIONS

SECTION 6.01. SEAL. The impression made below is an impression of the seal
adopted by the Board of Directors of Bank One, National Association. The Seal
may be affixed by any officer of the Bank to any document executed by an
authorized officer on behalf of the Bank, and any officer may certify any act,
proceedings, record, instrument or authority of the Bank.

SECTION 6.02. BANKING HOURS. Subject to ratification by the Executive Committee,
the Bank and each of its Branches shall be open for business on such days and
during such hours as the Chief Executive Officer of the Bank shall, from time to
time, prescribe.

SECTION 6.03. MINUTE BOOK. The organization papers of this Bank, the Articles of
Association, the returns of the judges of elections, the Bylaws and any
amendments thereto, the proceedings of all regular and special meetings of the
shareholders and of the Board of Directors, and reports of the committees of the
Board of Directors shall be recorded in the minute book of the Bank. The minutes
of each such meeting shall be signed by the presiding officer and attested by
the secretary of the meetings.

SECTION 6.04. AMENDMENT OF BY-LAWS. These Bylaws may be amended by vote of a
majority of the Directors.


Bylaws of Bank One, National Association effective with merger of Ohio Banks.