HIB

BY-LAWS

OF

HIBERNIA CORPORATION

(hereinafter called the "Corporation")

ARTICLE I

Meetings of Shareholders
------------------------
Section 1.1. Annual Meeting. An annual meeting of shareholders
for the election of directors and the transaction of such other business as may
properly come before such meeting shall be held at such time, on such date and
in such place as may be specified by the Board of Directors in a notice of such
meeting given as hereinafter provided.

Section 1.2. Special Meetings.
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(a) Special meetings of shareholders may be called at any time and
place for any purpose or purposes by the Chairman of the Board or the President
or the Chief Executive Officer or the Treasurer or the Board of Directors. At
any time, upon the written request of any shareholder(s) holding in the
aggregate one-fifth or more of the total voting power, such written request to
state the purpose(s) of the meeting and to be delivered to the Secretary, the
Secretary shall call a special meeting of shareholders to be held at such time,
on such date and in such place as the Secretary may fix.

(b) No business shall be considered and voted upon at a special meeting
of shareholders unless such business was included in the purpose(s) set forth in
the notice of the meeting.

Section 1.3. Shareholder Proposals.
---------------------

(a) If any shareholder desires to submit a proposal for action at any
meeting of shareholders, including the nomination of one or more individuals for
election as a director, such shareholder (hereinafter the "proponent") and
proposal must satisfy and comply with all of the following conditions and
requirements:

(1) At the time of submitting the proposal, the proponent must
be the record or beneficial owner of at least 1% or $1,000 in market value of
shares having voting power on the proposal at the meeting and have held such
shares for at least one year, and the proponent shall continue to own such
shares through the date on which the meeting is held.

(2) The proposal must be submitted in writing and be
accompanied by written disclosure of the proponent's name, address, number of
shares owned, the dates upon which such shares were acquired and documentary
support of the proponent's ownership of such shares.

(3) The proposal and other required material must be received
by the Corporation not less than 120 days in advance of the date that
corresponds with the date of the Corporation's proxy statement sent to
shareholders in connection with the previous year's annual meeting of
shareholders (in the case of a proposal submitted in connection with an annual
meeting) or not less than 45 days in advance of the date on which the meeting is
scheduled to be held or within 10 days after notice of the meeting is first
given to shareholders, whichever is later (in the case of a proposal submitted
in connection with a special meeting of shareholders).

(4) If the proposal nominates one or more individuals for
election as a director, the proposal must include or be accompanied by a written
statement of each nominee's qualifications for election as a director and the
nominee's signed consent to being named as such a nominee and to serve if
elected.

(5) The proposal must be presented at the meeting for which it
is submitted by the proponent or a duly authorized and qualified representative.

(b) If the proponent or proposal fails, in any respect, to satisfy and
comply with all of the foregoing conditions and requirements, the proposal shall
be deemed as not properly coming before the meeting, and no votes cast in
support of the proposal shall be given effect, except for the purpose of
determining the presence of a quorum in accordance with Section 1.4.

(c) Notwithstanding any provision of these By-Laws to the contrary, the
Corporation may exclude from consideration by shareholders at any meeting of
shareholders any proposal permitted or required to be excluded from
consideration by applicable law, rule or regulation.

(d) This Section 1.3 shall not be applicable to proposals placed before
any meeting of shareholders by action of the Board of Directors.

Section 1.4. Quorum.
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(a) Except as otherwise required by law, the presence at any meeting of
shareholders, in person or by proxy, of the holders of record of a majority of
the total voting power shall constitute a quorum for the transaction of
business. If a quorum is initially present at any meeting of shareholders, the
subsequent withdrawal of enough shareholders to leave less than a quorum or the
refusal of any shareholders present to vote shall not defeat the quorum.

(b) In the absence of a quorum, the persons holding a majority of the
voting power present may adjourn the meeting from time to time as they may
determine, without new notice being given other than announcement at the
meeting, until a quorum is present, but any meeting at which directors are to be
elected shall be adjourned only from day to day until such directors are
elected. In the case of any meeting called for the election of directors that is
so adjourned, the voting power present at the second of such adjourned meetings,
although less than a quorum as fixed in paragraph (a) of this Section, shall
nevertheless constitute a quorum for the purpose of electing directors. Except
as otherwise provided in the preceding sentence, at any adjourned meeting at
which a quorum shall be present, any business may be transacted that might have
been transacted at the meeting as originally called.

Section 1.5. Organization of Meetings. At all meetings of shareholders,
the Chairman of the Board or, in the absence of such officer, the Vice Chairman
or, in the absence of both such officers, any other officer present shall act as
chairman of the meeting; and the Secretary or, if the Secretary is unavailable,
any person appointed by the chairman of the meeting shall act as secretary of
the meeting.

Section 1.6. Voting.
------

(a) Shares of the Corporation held in a fiduciary capacity by another
corporation or other entity or organization entitled to vote for the election of
directors may be voted at any meeting of shareholders and counted in calculating
the voting power of the shareholders of the Corporation.

(b) Except as otherwise required by law, the Articles of Incorporation
or these By-Laws, a majority of votes actually cast shall decide any matter
properly brought before a shareholders' meeting, other than the election of
directors, which shall be by plurality.

Section 1.7. Proxies. Every proxy shall be duly authorized in writing,
signed by the shareholder or a duly authorized agent or attorney and filed with
the Secretary at or before the meeting of shareholders at which it is to be
exercised. Proxies so filed by means of telegram, facsimile transmission, or
similar means may be accepted as meeting the requirements of this Section.

ARTICLE II

Board of Directors
-------------------

Section 2.1. General Powers. Subject to the provisions of law
and the Articles of Incorporation, all the corporate powers shall be vested in,
and the business and affairs of the Corporation shall be managed by, or under
the direction of, the Board of Directors.

Section 2.2. Number. The number of directors shall be as
determined, from time to time, by resolution of the Board of Directors.

Section 2.3. Qualifications.
--------------

(a) Directors need not be residents of the State of Louisiana. No
individual shall be elected a director unless such individual owns, in his or
her own right, at the time of such election, not less than 100 shares of the
Corporation having voting power.

(b) No individual shall be eligible for election as a director who has
attained the age of 72 prior to the date of such election. Any director who
attains the age of 72 may remain in office until the next succeeding annual
meeting of shareholders, at which time such director shall retire from the Board
of Directors. Notwithstanding the provisions of this paragraph (b), the Board of
Directors may, upon a finding that circumstances exist that make it likely that
the retirement of a particular director could result in harm to the business or
prospects of the Corporation and upon a vote of not less than 2/3 of the entire
Board of Directors, permit a director who will have attained the age of 72 prior
to the next succeeding annual meeting of shareholders but whose term as a
director would otherwise continue until a subsequent annual meeting to continue
to serve as a director until the expiration of such term.

(c) No individual who is or becomes a Business Competitor (as defined
below) or who is or becomes affiliated with, employed by or a representative of
any individual, corporation, association, partnership, firm, business enterprise
or other entity or organization which the Board of Directors, after having such
matter formally brought to its attention, determines to be in competition with
the Corporation or any of its subsidiaries (any such individual, corporation,
association, partnership, firm, business enterprise or other entity or
organization being hereinafter referred to as a "Business Competitor") shall be
eligible for election as a director. Such affiliation, employment or
representation may include, without limitation, service or status as an owner,
partner, shareholder, trustee, director, officer, consultant, employee, agent or
counsel or the existence of any relationship which results in the affected
person having an express or implied obligation to act on behalf of a Business
Competitor; provided, however, that passive ownership of a debt or equity
interest not exceeding l% of the outstanding debt or equity, as the case may be,
in any Business Competitor shall not constitute such affiliation, employment or
representation. Any financial institution having branches or affiliates within
any state in which the Corporation or any of its subsidiaries operates or having
(together with its affiliates) total assets or total deposits exceeding $500
million shall be presumed to be a Business Competitor unless the Board of
Directors determines otherwise.

Section 2.4. Nomination, Election, and Term of Office.
----------------------------------------

(a) Nominations of individuals for election as directors shall be made
by the Board of Directors. Other than the selection of nominees for election as
directors effected pursuant to the preceding sentence, all nominations of
individuals for election as directors must be made in accordance with the
provisions of Section 1.3.

(b) The Board of Directors shall consist of three classes, as nearly
equal in number as practicable, with the term of office of one class expiring
each year. At each annual meeting of shareholders, the successors to the class
of directors whose term shall then expire shall be elected to hold office for a
term lasting until the third succeeding annual meeting of shareholders and until
their successors are chosen and have qualified.

Section 2.5. Resignation. Any director may resign at any time by
delivering a written resignation to the Chairman of the Board, the President
or the Secretary. Unless otherwise specified therein, such resignation shall
take effect upon receipt thereof.

Section 2.6. Removal.
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(a) A director may be removed from office by the Board of Directors for
cause or if he or she is interdicted or adjudicated an incompetent, adjudicated
a bankrupt, becomes incapacitated by illness or other infirmity to perform his
or her duties for a period of six months or longer or becomes affiliated with,
employed by or a representative of a Business Competitor as described in
paragraph (c) of Section 2.3.

(b) Notwithstanding any provision of law to the contrary, the
shareholders may remove from office any one or more of the directors without
cause only by vote of two-thirds of the total voting power at any special
meeting of shareholders called for such purpose; provided, however, that the
shareholders may remove from office any one or more of the directors for cause
by vote of a majority of the total voting power at such a special meeting of
shareholders.

(c) For purposes of this Section 2.6, "cause" mean gross negligence
or willful misconduct.


ARTICLE III

Committees of the Board of Directors

Section 3.1. Audit Committee.
---------------

(a) At any time and from time to time, the Board of Directors shall
designate an Audit Committee of the Board of Directors to consist of two or more
directors of the Corporation who are independent of the management of the
Corporation or any subsidiary of the Corporation and who are not officers,
employees, large customers or corporate affiliates of the Corporation or any
subsidiary of the Corporation. At least two members of the Audit Committee shall
have banking or related financial management expertise.

(b) The Audit Committee shall supervise the Corporation's and its
subsidiaries' internal audit function and General Auditor; direct or review an
examination or audit of the books, records, and operations of the Corporation
and its subsidiaries at least annually; and review regulatory examination
reports, internal audit reports, management reports relating to internal control
structure and procedures for financial reporting and complying with certain laws
and regulations and audit, internal control and management reports relating to
the Corporation and its subsidiaries submitted by the outside auditors of the
Corporation and its subsidiaries. It shall supervise the loan review function of
any subsidiary and the Executive Vice President/Credit Risk Management or other
officer(s) primarily responsible for that function at any banking subsidiary of
the Corporation. It shall review and approve all actions required to be
performed on behalf of the Corporation and its subsidiaries and their directors
and officers pursuant to, and monitor compliance with, any agreement,
memorandum, order or other arrangement with bank regulatory authorities having
jurisdiction over the Corporation and its subsidiaries and review overall
compliance with laws and regulations pertaining to banks and bank holding
companies and shall have such further powers as may be delegated to it from time
to time by the Board of Directors.

(c) The Audit Committee shall have the authority to select and retain
outside counsel to assist in the performance of its duties.

Section 3.2. Executive Compensation Committee.
--------------------------------

(a) At any time and from time to time, the Board of Directors shall
designate an Executive Compensation Committee of the Board of Directors to
consist of two or more directors of the Corporation.

(b) The Executive Compensation Committee shall have and may exercise
the following powers to review and approve salaries, bonuses and other
compensation of officers of the Corporation and its subsidiaries having the rank
of Executive Vice President or higher or who report directly to the Chief
Executive Officer of the Corporation; to review and approve compensation plans
and policies for employees of the Corporation and its subsidiaries; to
administer all employee stock option and other stock based compensation and
benefit plans and to oversee the administration of all bonus and other
nonstock-based compensation and benefit plans of the Corporation; to supervise
compliance by the Corporation and its subsidiaries with laws and regulations
relating to the hiring, promotion and welfare and benefits of employees of the
Corporation and its subsidiaries; to recommend management development and
succession plans for the Corporation and its subsidiaries; and such further
powers as may be delegated to it from time to time by the Board of Directors.

(c) Salaries, bonuses and other compensation of officers of the
Corporation and its subsidiaries below the rank of Executive Vice President or
who do not report directly to the Chief Executive Officer of the Corporation
shall be determined from time to time by, or under the direction of, the Chief
Executive Officer of the Corporation.

Section 3.3. Executive Committee.
-------------------

(a) At any time and from time to time, the Board of Directors may
designate an Executive Committee of the Board of Directors to consist of two or
more directors of the Corporation. Not less than a majority of the members of
the Executive Committee shall be independent directors of the Corporation. For
this purpose, any director other than a director whose principal employment is
by the Corporation or a subsidiary of the Corporation shall be deemed to be an
independent director of the Corporation. Any director who is not an independent
director of the Corporation and who is designated a member of the Executive
Committee shall be a nonvoting member of the Executive Committee. The Board of
Directors shall designate one of the members of the Executive Committee as
Chairman, who need not be the Chairman of the Board of Directors or an officer
of the Corporation.

(b) The Executive Committee shall have all the power and authority of
the Board of Directors except such power or authority (i) as may have been
delegated to another committee of the Board of Directors or (ii) as may not by
law be delegated to a committee of the Board of Directors.

(c) The Executive Committee may establish such rules for its operation
as it deems appropriate. Meetings of the Executive Committee may be called by
the Chairman of the Executive Committee or any two members thereof upon not less
than one day's prior notice by oral, written or electronic communication. For
purposes of quorum and voting by the Executive Committee, only the presence and
vote of the voting members of the Executive Committee shall be considered. At
the discretion of the Chairman of the Executive Committee, the Executive
Committee may meet in executive session without the presence of or notice to the
nonvoting members of the Executive Committee, and all action taken by the
Executive Committee in executive session shall be valid and binding action of
the Executive Committee.

Section 3.4. Board Governance Committee.
--------------------------

(a) At any time and from time to time, the Board of Directors may
designate a Board Governance Committee of the Board of Directors to consist of
three or more nonemployee directors of the Corporation. If no such committee is
designated, the responsibilities described below may be handled by the Executive
Committee.

(b) The Board of Governance Committee shall (i) screen and recommend,
as it deems appropriate, potential candidates for membership on the Boards of
Directors of the Corporation and its subsidiaries, (ii) recommend terms of
office for directors and the number of directors to comprise the full Boards of
Directors, (iii) recommend retirement policies (including any remuneration
associated with retirement) for nonemployee directors, (iv) review annually
performance of the directors, (v) monitor the orientation process for new
directors, (vi) review and recommend modifications, as it deems appropriate, to
the Corporation's system of compensation for directors, and (vii) such other
related responsibilities and duties as may be assigned to it by the Board of
Directors.

Section 3.5. Credit Committee.
----------------

(a) At any time and from time to time, the Board of Directors shall
designate a Credit Committee of the Board of Directors to consist of two or more
directors of the Corporation.

(b) The Credit Committee shall oversee the lending and credit functions
of its subsidiary banks; review and approve the overall credit policies and
procedures of its subsidiary banks, including concentrations, credit quality
measures and underwriting guidelines; review and approve lending authorities and
exceptions thereto; and monitor the credit training and approval functions.
Subject to approval by the Board of Directors, the Credit Committee shall also
review and approve policy and methodology for the Allowance for Loan and Lease
Losses (the "Allowance") and review and approve strategic plans, such as planned
loan growth, change in portfolio composition and new lending related products.
It shall have such further powers as may be delegated to it from time to time by
the Board of Directors.

Section 3.6. Trust Committee.
---------------

(a) At any time and from time to time, so long as the subsidiary banks
of the Corporation are exercising fiduciary powers, the Board of Directors shall
designate a Trust Committee of the Board of Directors to consist of two or more
directors of the Corporation.

(b) The Trust Committee shall exercise general oversight of the Trust
activities of the subsidiary banks of the Corporation, including without
limitation all committees, officers, and employees therein; shall have the power
to pass upon all questions of policy and administration bearing upon the
investment of trust funds and the general conduct of the Trust activities of the
subsidiary banks of the Corporation; and shall review regulatory examination and
audit reports relating to the Trust activities of the subsidiary banks of the
Corporation. Audits of Trust activities may be conducted by the internal or
external auditors of the Corporation and its subsidiaries.

Section 3.7. Other Committees. At any time and from time to time the
Board of Directors may designate one or more additional committees of the Board
of Directors, each such committee to have such name, to consist of such persons
and to exercise such powers as may be determined from time to time by the Board
of Directors.

Section 3.8. General Provisions.
------------------

(a) Each member of any committee of the Board of Directors shall hold
office until the next succeeding designation of such committee and until such
member's successor shall have been designated and qualified, or until his or her
earlier death, resignation or removal. If any director who is a member of any
committee of the Board of Directors shall die, resign or otherwise leave or be
removed from the Board of Directors, the director's term of office as a member
of such committee shall automatically expire at the same time as such death,
resignation, leaving or removal.

(b) Any member of any committee of the Board of Directors may resign at
any time by delivering a written resignation to the Chairman of the Board, the
President or the Secretary of the Corporation. Unless otherwise specified
therein, such resignation shall take effect upon receipt thereof by the Chairman
of the Board, the President or the Secretary of the Corporation.

(c) The Board of Directors may remove from office any member of any
committee of the Board of Directors at any time, with or without cause, and may
proceed to designate a successor for the unexpired term of office.

(d) The Board of Directors may fill any vacancy (howsoever resulting)
on any committee of the Board of Directors.


ARTICLE IV

Board and Committee Meetings

Section 4.1. Annual Meeting of the Board. On the same day as the annual
meeting of shareholders, the Board of Directors shall meet for the purposes of
organization, the election of officers, and the transaction of other business.
Such meeting may be held on such other date, and at such time and in such place,
as shall be specified by the Chairman of the Board, the President, the Chief
Executive Officer or the Secretary (each of whom is sometimes herein referred to
as a "Designated Officer") in a notice thereof given as hereinafter provided or
in a waiver or waivers of notice thereof signed by all the directors not present
at such meeting.

Section 4.2. Regular Meetings of the Board. Regular meetings of the
Board of Directors shall be held on such dates, at such times and in such places
as shall be specified in notices thereof given as hereinafter provided or in a
waiver or waivers of notice thereof signed by all the directors not present at
any such meeting to which such waiver or waivers apply.

Section 4.3. Special Meetings of the Board. Special meetings of the
Board of Directors may be called at any time by a Designated Officer.

Section 4.4. Meetings of Committees. Meetings of any committee of the
Board of Directors may be called at any time by the Chairman of the Board or the
Chief Executive Officer. In addition, meetings of any committee of the Board of
Directors may be called at any time by the Chairman of such committee after
consultation with the Chairman of the Board or the Chief Executive Officer.
Minutes of each committee of the Board of Directors shall be kept by the
Secretary or such other person as the Secretary, or the Chairman of such
committee, shall designate.

Section 4.5. Notice of Meetings. A Designated Officer (or the chairman
of the particular committee, in the case of a meeting of any committee of the
Board of Directors) shall cause written notice of the time and place of every
meeting of the Board of Directors or of any committee thereof to be given to the
Chairman of the Board, the President, the Chief Executive Officer and each
director or committee member, as the case may be, in person or to his or her
address as it appears on the records of the Corporation by mail, telegram or
other means of written communication (excluding facsimile or other means of
electronic transmission) at least three days prior to the day fixed for the
meeting or by facsimile or other means of electronic transmission or any means
of oral communication given not later than the date preceding the date of the
meeting. If given by mail, telegram or other written communication, such notice
shall be deemed to have been given when the same shall have been placed in the
United States mail, postage prepaid, or when the same shall have been delivered
to the telegraph or other communication company, charges prepaid, and addressed
to the director or committee member, as the case may be, at the aforesaid
address. If given by facsimile or other means of electronic transmission or oral
communication, such notice shall be deemed to have been given when the same
shall have been sent or communicated over telephone or other electronic means of
communication to the director or committee member, as the case may be, or his or
her apparent representative or in a manner reasonably designed to arrive at such
person's office, home, or other location where the Corporation has been advised
such person is located. The purpose(s) of any meeting of the Board of Directors
or of any meeting of any committee of the Board of Directors need not be given
in the notice thereof, and any and all business of the Board of Directors or the
committee, as the case may be, may be transacted at the meeting.

Section 4.6. Waiver of Notice. Notice of any meeting of the Board of
Directors or a committee thereof need not be given to any director or committee
member, as the case may be, if such notice is waived by him or her in writing,
either before or after such meeting. Directors or committee members present at a
meeting of the Board of Directors or committee thereof, as the case may be,
shall be deemed to have received, or to have waived, due notice thereof, except
where a director or committee member, as the case may be, attends for the
express purpose of objecting to the transaction of any business on the ground
that the meeting is not lawfully called or convened. Any meeting of the Board of
Directors or a committee thereof shall be a valid and binding meeting without
any notice thereof having been given if all the directors or committee members,
as the case may be, shall be present thereat.

Section 4.7. Quorum.
------

(a) The presence at any meeting of the Board of Directors or a
committee thereof of a majority of the members in office at the time of the
meeting of the Board of Directors or committee, as the case may be, shall
constitute a quorum for the transaction of business.

(b) In the absence of a quorum, a majority of the directors or
committee members present at any meeting may adjourn such meeting without
provision for any further meeting or from time to time as they may determine,
without new notice being given other than announcement at the meeting, until a
quorum shall be present. If a quorum is present when the meeting or adjourned
meeting is convened, the directors or committee members remaining present may
continue to do business, taking action by vote of a majority of a quorum as
fixed above, until adjournment, notwithstanding the subsequent withdrawal of
enough directors or committee members to leave less than a quorum as fixed above
or the refusal of any director or committee member present to vote.

Section 4.8. Use of Conference Telephone. Directors or committee
members may participate in and hold a meeting of the Board of Directors or a
committee thereof, as the case may be, by means of conference telephone or
similar communications equipment, provided that all persons participating in the
meeting can hear and communicate with each other. Such participation shall
constitute presence in person at such meeting, except where a person
participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.

Section 4.9. Voting. Except as otherwise required by law, the Articles
of Incorporation, or Section 4.7, the acts of a majority of the directors of
committee members present at a meeting or adjourned meeting of the Board of
Directors or a committee thereof, as the case may be, at which a quorum is
present shall be the acts of the Board of Directors or such committee,
respectively.

Section 4.10. Director's Assent. A director who was present or
represented at any meeting of the Board of Directors or a committee thereof at
which any action was authorized or taken shall be presumed to have assented to
such action unless such director's dissent therefrom was either noted in the
minutes of the meeting or filed promptly thereafter with the Secretary. Such
right to dissent shall not apply to a director who voted in favor of such
action.

Section 4.11. Action by Consent in Writing. Any action which may be
taken at a meeting of the Board of Directors or any committee thereof may be
taken by a consent in writing signed by all of the directors or by all members
of the committee, as the case may be. Any such consent may be signed at any time
or times and may be signed in two or more counterparts.

Section 4.12. Emergency Provisions. During the existence or continuance
of any emergency resulting from an attack on the United States or during any
nuclear or atomic disaster:

(a) A meeting of the Board of Directors may be called by any officer
or, in the event no officer is available, a director.

(b) Notice of any meeting of the Board of Directors need be given only
to such of the directors as it may be feasible to reach at the time and by such
means as may be feasible at the time, including without limitation publication
or radio.

(c) Any director or directors in attendance at any meeting of the
Board of Directors shall constitute a quorum for the transaction of business.

(d) If all of the directors are absent or otherwise unavailable, any
officer or officers present shall be deemed to be a director or directors for
all purposes.

ARTICLE V

Officers

Section 5.1. Principal Officers.
------------------

(a) The principal officers of the Corporation shall be a Chairman of
the Board, a Vice Chairman of the Board, a Chief Executive Officer, a President,
a Chief Financial Officer, a Chief Accounting Officer, a Treasurer, a Secretary
and a Controller.

(b) The Board of Directors may leave any of the offices enumerated in
paragraph (a) of this Section vacant, except the offices of President,
Treasurer, and Secretary.

Section 5.2. Other Officers. The Board of Directors may appoint such
other officers and agents at any time as may be necessary for the business of
the Corporation, each of whom shall have such authority and perform such duties
as may be prescribed in these By-Laws or by the Board of Directors from time to
time.

Section 5.3. Election, Term of Office and Qualifications.
-------------------------------------------

(a) Except as otherwise provided in these By-Laws, the principal
officers of the Corporation shall be elected annually by the Board of Directors
at its annual meeting. Each officer shall hold office until the next succeeding
annual meeting of the Board of Directors and until his or her successor shall
have been elected and qualified, or until death, resignation, or removal.

(b) Officers need not be shareholders of the Corporation nor residents
of the State of Louisiana. If not already holding office as directors of the
Corporation at the time of their selection, the Chairman of the Board and the
President shall be elected as directors simultaneously with their selection as
such officers. No other officer need be a director. Except as otherwise provided
by law, any two or more offices may be held by the same person, provided that no
person holding more than one office may sign, in more than one capacity, any
certificate or other instrument required by law to be signed by two officers.

Section 5.4. Resignation. Any officer may resign at any time by
delivering a written resignation to the Chairman of the Board, the President or
the Secretary. Unless otherwise specified therein, such resignation shall take
effect upon receipt thereof.

Section 5.5. Vacancies. During the existence or continuance of any
emergency resulting from an attack, catastrophe or disaster, whether natural or
man-made, and the absence or other unavailability of the Chief Executive
Officer, such officers or other persons designated by, or in accordance with,
any emergency plan adopted by the Board of Directors or any other action taken
by the Board of Directors shall serve as officers of the Corporation.

Section 5.6. Chairman of the Board. The Chairman of the Board shall
preside at all meetings of shareholders, the Board of Directors and, unless
another person is designated Chairman of the Executive Committee, the Executive
Committee and shall be a nonvoting, ex-officio member of all other committees of
the Board of Directors. The Chairman of the Board shall guide the activities and
deliberations of the Board of Directors, work with management to set the
schedules for and agendas of meetings of the Board of Directors and endeavor to
ensure that the Board of Directors is adequately informed and duly consulted and
functions effectively in making decisions and carrying out the responsibilities
of the Board of Directors to shareholders, regulators and the public. The
Chairman of the Board shall endeavor to ensure that the Board of Directors
receives adequate administrative support and is properly organized with respect
to the structure, responsibilities, staffing and compensation of the Board of
Directors and the committees thereof and has adequate liability indemnification
and insurance and shall endeavor to ensure that members of the Board of
Directors receive accurate and timely reports and appropriate and adequate
education and training in key matters of oversight and corporate governance. The
Chairman of the Board shall, working with the other members of the Board of
Directors and the Chief Executive Officer, seek to ensure that long-term goals
and growth of the Corporation are in line with the interests of shareholders,
customers, employees, communities and governmental agencies, and to protect the
rights and interests of shareholders of the Corporation through oversight and
scrutiny of policies, finances, operations and controls. The Chairman of the
Board shall, working with the other members of the Board of Directors and the
Chief Executive Officer, seek to ensure that there is effective participation by
members of the Board of Directors in responding to and taking actions as a
result of audit and loan review findings and regulatory examinations and that
the Corporation and its subsidiaries carry out all responsibilities required by
applicable laws and regulations. The Chairman of the Board shall promote the
proper relationship between the Board of Directors and management of the
Corporation and the Boards of Directors and management of any subsidiaries and
corporate affiliates of the Corporation. The Chairman of the Board shall work
cooperatively with the Chief Executive Officer with respect to all proposed
initiatives with regulatory agencies, major investors and representatives of
lenders to the Corporation and its subsidiaries. The Chairman of the Board shall
advise and consult with the Chief Executive Officer with respect to proposed
significant engagements of consultants, advisors and legal counsel prior to
seeking approval of any such engagement by the Board of Directors or the
Executive Committee.

Section 5.7. Vice Chairman of the Board. There shall be one or more
Vice Chairmen of the Board of Directors. At least one such Vice Chairman shall
be designated, in the absence of the Chairman of the Board, to preside at
meetings of shareholders, the Board of Directors and, unless another person is
designated Chairman of the Executive Committee, the Executive Committee and
shall perform such other duties as may be assigned him or her by the Board of
Directors. A Vice Chairman of the Board may also serve as a member of any other
committee of the Board of Directors in accordance with membership requirements
of such other committees.

Section 5.8. Chief Executive Officer. The Chief Executive Officer shall
have the authority and perform the duties of general supervision and management
of the business, property and affairs of the Corporation, including, without
limitation, the power to appoint and remove all officers, employees and agents
of the Corporation, subject to applicable law and the control of the Board of
Directors. Except as otherwise required by law, the Chief Executive Officer may
sign any and all deeds, mortgages, contracts, bonds, certificates, reports and
other documents, instruments and obligations in the name and on behalf of the
Corporation. In general, the Chief Executive Officer shall have all authority
and perform all other duties incident to the office of chief executive officer
of a corporation and shall have and exercise all such other powers as from time
to time may be assigned by the Board of Directors.

Section 5.9. President. The President shall have such authority
and perform such duties as from time to time may be assigned by the Board of
Directors or the Chief Executive Officer.

Section 5.10. Chief Financial Officer. The Chief Financial Officer
shall have the overall responsibility and authority for the management of the
financial affairs of the Corporation and shall have such specific duties as may
be assigned from time to time by the Board of Directors or the Chief Executive
Officer.

Section 5.11. Chief Accounting Officer. The Chief Accounting Officer
shall have the overall responsibility and authority for management and oversight
of the accounting and financial control functions of the Corporation and shall
have such specific duties as may be assigned from time to time by the Board of
Directors or the Chief Executive Officer.

Section 5.12. Controller. The Controller shall have all authority and
perform all duties incident to the office of a controller of a corporation and
have and exercise all such other powers as from time to time may be assigned by
the Board of Directors or the Chief Executive Officer.

Section 5.13. Treasurer. The Treasurer shall have all authority and
perform all duties incident to the office of treasurer of a corporation and have
and exercise all such other powers as from time to time may be assigned by the
Board of Directors, the Chief Executive Officer or the President.

Section 5.14. Secretary. The Secretary shall:
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(1) attend all meetings of shareholders and the Board of Directors and
keep minutes of all such meetings in records provided for that purpose;

(2) give and send, or cause to be given and sent, and receive all
notices to or from the Corporation required or permitted by law, the Articles of
Incorporation or these By-Laws;

(3) be custodian of the corporate seal and see that it, or a facsimile
thereof, is affixed to or printed on all documents, instruments and obligations
as may be necessary or proper;

(4) attest or countersign any and all deeds, mortgages, contracts,
bonds, certificates, reports and other documents, instruments and obligations
that are necessary or proper to be attested or countersigned in the course of
the business of the Corporation, except where such attestation or countersigning
would conflict or be inconsistent with the express direction of the Board of
Directors;

(5) execute and deliver all certificates that are necessary or proper
to be executed and delivered in the course of the business of the Corporation;

(6) maintain, or cause to be maintained, stock books and records,
showing the names of all persons who are shareholders of the Corporation, their
addresses as furnished by each such shareholder and the number of shares held by
each of them; and

(7) in general, have all authority and perform all duties incident to
the office of secretary of a corporation and have and exercise all such other
powers as from time to time may be assigned by the Board of Directors, the Chief
Executive Officer or the President.

Section 5.15. Assistant Treasurers and Assistant Secretaries. Each
Assistant Treasurer and Assistant Secretary shall have the authority and perform
the duties of the Treasurer or the Secretary, as the case may be, in the absence
or disability of the Treasurer or the Secretary, respectively, and shall have
and exercise such powers as from time to time may be assigned by the Board of
Directors, the Chief Executive Officer, the President, or by the Treasurer or
the Secretary, respectively.

ARTICLE VI

Certificates of Stock

Section 6.1. Certificates. Every shareholder of record of the
Corporation shall be entitled to a certificate or certificates of stock, to be
in such form as may be required by law and as the Board of Directors may
prescribe, certifying the number of shares of the Corporation owned by the
shareholder.

Section 6.2. Execution of Certificates. The certificates of stock of
the Corporation shall be numbered and shall be signed by (i) the Chairman of the
Board, the President or any Vice President and (ii) the Treasurer or any
Assistant Treasurer or the Secretary or any Assistant Secretary, and its seal,
or a facsimile thereof, shall be affixed or printed thereon.

Section 6.3. Transfers of Stock. The Board of Directors, the Secretary
or any other officer or agent designated by the Board of Directors may make such
rules and regulations, not inconsistent with law, the Articles of Incorporation,
or these By-Laws, as may be deemed necessary or proper with respect to the
exchange, transfer and registration of shares and certificates of stock of the
Corporation and the replacement of any certificate alleged to have been lost,
destroyed, mutilated or stolen.

ARTICLE VII

Miscellaneous Provisions

Section 7.1. Corporate Seal. The Corporation shall have a corporate
seal and may use the same by causing it, or a facsimile thereof, to be impressed
or affixed or in any manner reproduced, but failure to affix the corporate seal
shall not affect the validity of any document or instrument. The form of the
corporate seal shall be established and may be altered from time to time at the
pleasure of the Board of Directors.

Section 7.2. Fiscal Year. The fiscal year of the Corporation shall end
at the close of business on the 31st day of December of each year.

Section 7.3. Depositories. All funds and securities of the Corporation
shall be deposited to the credit of the Corporation in such account or accounts
in such depository or depositories as shall be designated in writing from time
to time by the Treasurer or any other employee of the Corporation to whom such
power may from time to time be delegated by the Board of Directors or the
Treasurer. Checks, drafts, notes and other orders drawn against such funds or
securities may be signed in the name and on behalf of the Corporation by the
Treasurer or such other employee. Any certificate, document or instrument signed
by the Treasurer, the Secretary or such other employee that designates a person
or persons to sign such checks, drafts, notes or other orders and which quotes
this Section or which is set forth on a depository's standard form, shall
constitute sufficient authorization for such depository to honor and pay any
such checks, drafts, notes or other orders.

ARTICLE VIII

Amendments

Subject to the power of the shareholders to change or repeal these
By-Laws by vote of a majority of the total voting power, these By-Laws may be
altered, amended, modified, or repealed at any time and from time to time by
vote of two-thirds of the Continuing Directors at the time in office. For
purposes of these By-Laws, "Continuing Directors" means the directors who (i)
were serving as directors on the date this Article VIII was first adopted or
(ii) were first nominated for election as directors by a majority of (A) the
directors described in clause (i) and (B) the directors who were previously
nominated in accordance with this clause (ii).

As approved by the Board of Directors on September 4, 1991; amended January 26,
1993, February 17, 1993, June 22, 1993, January 25, 1994, March 14, 1995,
September 19, 1995, January 2, 1997, April 29, 1997, October 25, 2000 and
December 13, 2000.