AMENDED AND RESTATED

                              ARTICLES OF INCORPORATION

                                          OF

                              METROCORP BANCSHARES, INC.

 

 

                                      ARTICLE 1.

 

     The name of the Corporation is MetroCorp Bancshares, Inc.

 

 

                                      ARTICLE 2.

 

     The period of duration of the Corporation is perpetual.

 

 

                                      ARTICLE 3.

 

     The purpose for which the Corporation is organized is the transaction of

any or all lawful business.

 

 

                                      ARTICLE 4.

 

     Section 4.1.  AUTHORIZED SHARES.  The aggregate number of all classes of

stock which the Corporation has authority to issue is 22,000,000 shares divided

into (A) one class of 20,000,000 shares of Common Stock with a par value of

$1.00 per share, and (B) one class of 2,000,000 shares of Preferred Stock with a

par value of $1.00 per share, which may be divided into and issued in series as

set forth in this Article Four.

 

     Section 4.2.  AUTHORIZATION OF DIRECTORS TO DETERMINE CERTAIN RIGHTS OF

PREFERRED STOCK.  The shares of Preferred Stock may be divided into and issued

in series.  The Board of Directors shall have the authority to establish series

of unissued shares of Preferred Stock by fixing and determining the relative

rights and preferences of the shares of any series so established, and to

increase or decrease the number of shares within each such series; provided,

however, that the Board of Directors may not decrease the number of shares

within a series of Preferred Stock to less than the number of shares within such

series that are then issued.  The Preferred Stock of each such series shall have

such designations, preferences, limitations, or relative rights, including

voting rights, as shall be set forth in the resolution or resolutions

establishing such series adopted by the Board of Directors, including, but

without limiting the generality of the foregoing, the following:

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          (A)  The distinctive designation of, and the number of shares of

     Preferred Stock that shall constitute, such series, which number (except

     where otherwise provided by the Board of Directors in the resolution

     establishing such series) may be increased or decreased (but not below the

     number of shares of such series then outstanding) from time to time by like

     action of the Board of Directors;

 

          (B)  The rights in respect of dividends, if any, of such series of

     Preferred Stock, the extent of the preference or relation, if any, of such

     dividends to the dividends payable on any other class or classes or any

     other series of the same or other class or classes of capital stock of the

     Corporation and whether such dividends shall be cumulative or

     noncumulative;

 

          (C)  The right, if any, of the holders of such series of Preferred

     Stock to convert the same into, or exchange the same for, shares of any

     other class or classes or of any other series of the same or any other

     class or classes of capital stock, obligations, indebtedness, rights to

     purchase securities or other securities of the Corporation or other

     entities, domestic or foreign, or for other property or for any combination

     of the foregoing, and the terms and conditions of such conversion or

     exchange;

 

          (D)  Whether or not shares of such series of Preferred Stock shall be

     subject to redemption, and the redemption price or prices and the time or

     times at which, and the terms and conditions on which, shares of such

     series of Preferred Stock may be redeemed;

 

          (E)  The rights, if any, of the holders of such series of Preferred

     Stock upon the voluntary or involuntary liquidation, dissolution or

     winding-up of the Corporation or in the event of any merger or

     consolidation of or sale of assets by the Corporation;

 

          (F)  The terms of any sinking fund or redemption or repurchase or

     purchase account, if any, to be provided for shares of such series of

     Preferred Stock;

 

          (G)  The voting powers, if any, of the holders of any series of

     Preferred Stock generally or with respect to any particular matter, which

     may be less than, equal to or greater than one vote per share, and which

     may, without limiting the generality of the foregoing, include the right,

     voting as a series of Preferred Stock as a class, to elect one or more

     directors of the Corporation generally or under such specific circumstances

     and on such conditions, as shall be provided in the resolution or

     resolutions of the Board of Directors adopted pursuant hereto, including,

     without limitation, in the event there shall have been a default in the

     payment of dividends on or redemption of any one or more series of

     Preferred Stock; and

 

                                        -2-

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          (H)  Such other powers, preferences and relative, participating,

     optional and other special rights, and the qualifications, limitations and

     restrictions thereof, as the Board of Directors shall determine.

 

     Section 4.3.  PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF ALL CLASSES

OF CAPITAL STOCK.

 

          (A)  GENERAL.  All shares of Common Stock shall have rights identical

     to those of all other such shares.  Except as they may vary among series

     established pursuant to Section 4.2 of this Article Four, all shares of

     Preferred Stock shall have preferences, limitations, and relative rights

     identical to those of all other such shares.

 

          (B)  LIQUIDATION PREFERENCE.  In the event of dissolution,

     liquidation, or winding up of the Corporation (whether voluntary or

     involuntary), after payment or provision for payment of debts but before

     any distribution to the holders of Common Stock, the holders of each series

     of Preferred Stock then outstanding shall be entitled to receive the amount

     fixed by the Board of Directors pursuant to Section 4.2 of this Article

     Four and no more.  All remaining assets shall be distributed pro rata among

     the holders of Common Stock.  If the assets distributable among the holders

     of Preferred Stock are insufficient to permit full payment to them, the

     entire assets shall be distributed among the holders of the Preferred Stock

     in proportion to their respective liquidation preferences unless otherwise

     provided by the Board of Directors pursuant to Section 4.2 of this Article

     Four.  Neither the consolidation, merger, or reorganization of the

     Corporation with any other corporation or corporations, nor the sale of all

     or substantially all the assets of the Corporation, nor the purchase or

     redemption by the Corporation of any of its outstanding shares shall be

     deemed to be a dissolution, liquidation, or winding up within the meaning

     of this paragraph.

 

          (C)  REDEMPTION.

 

               (1)  RIGHT; METHOD.  All or any part of any one or more series of

     Preferred Stock may be redeemed at any time or times at the option of the

     Corporation, by resolution of the Board of Directors, in accordance with

     the terms and conditions of this Article Four and those fixed by the Board

     of Directors pursuant to Section 4.2 of this Article Four.  The Corporation

     may redeem shares of any one or more series without redeeming shares of any

     other series.  If less than all the shares of any series are to be

     redeemed, the shares of the series to be redeemed shall be selected ratably

     or by lot or by any other equitable method determined by the Board of

     Directors.

 

                                           -3-

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               (2)  NOTICE.  Notice shall be given to the holders of shares to

     be redeemed, either personally or by mail, not less than twenty nor more

     than fifty days before the date fixed for redemption.

 

               (3)  PAYMENT.  Holders of redeemed shares shall be paid in cash

     the amount fixed by the Board of Directors pursuant to Section 4.2 of this

     Article Four.

 

               (4)  PROVISION FOR PAYMENT.  On or before the date fixed for

     redemption, the Corporation may provide for payment of a sum sufficient to

     redeem the shares called for redemption either (a) by setting aside the

     sum, separate from its other funds, in trust for the benefit of the holders

     of the shares to be redeemed, or (b) by depositing such sum in a bank or

     trust company (either one in Texas having capital and surplus of at least

     $10,000,000 according to its latest statement of condition, or one anywhere

     in the United States duly appointed and acting as transfer agent of the

     Corporation) as a trust fund, with irrevocable instructions and authority

     to the bank or trust company to give or complete the notice of redemption

     and to pay to the holders of the shares to be redeemed, on or after the

     date fixed for redemption, the redemption price on surrender of their

     respective share certificates.  The holders of shares to be redeemed may be

     evidenced by a list certified by the Corporation (by its president or a

     vice president and by its secretary or an assistant secretary) or by its

     transfer agent.  If the Corporation so provides for payment, then from and

     after the date fixed for redemption (a) the shares shall be deemed to be

     redeemed, (b) dividends thereon shall cease to accrue, (c) such setting

     aside or deposit shall be deemed to constitute full payment for the shares,

     (d) the shares shall no longer be deemed to be outstanding, (e) the holders

     thereof shall cease to be shareholders with respect to such shares, and

     (f) the holders shall have no rights with respect thereto except the right

     to receive (without interest) their proportionate shares of the funds so

     set aside or deposited upon surrender of their respective certificates, and

     any right to convert such shares which may exist.  Any interest accrued on

     funds so set aside or deposited shall belong to the Corporation.  If the

     holders of the shares do not, within six years after such deposit, claim

     any amount so deposited for redemption thereof, the bank or trust company

     shall upon demand pay over to the Corporation the balance of the funds so

     deposited, and the bank or trust company shall thereupon be relieved of all

     responsibility to such holders.

 

               (5)  STATUS OF REDEEMED SHARES.  Shares of Preferred Stock which

     are redeemed shall be canceled and shall be restored to the status of

     authorized but unissued shares.

 

          (D)  PURCHASE.  Except as fixed by the Board of Directors pursuant to

     Section 4.2 of this Article Four or as otherwise expressly provided by law,

     nothing herein shall limit the

 

                                          -4-

<PAGE>

 

     right of the Corporation to purchase any of its outstanding shares in

     accordance with law, by public or private transaction.

 

 

                                      ARTICLE 5.

 

     The Corporation will not commence business until it has received for the

issuance of its shares consideration of the value of at least $1,000.

 

 

                                      ARTICLE 6.

 

     The shareholders of the Corporation shall not be entitled to cumulate their

votes in the election of directors.

 

 

                                      ARTICLE 7.

 

     No holder of any shares of any class of stock of the Corporation shall, as

such holder, have any preemptive or preferential right to receive, purchase, or

subscribe to (1) any unissued or treasury shares of any class of stock (whether

now or hereafter authorized) of the Corporation, (2) any obligations, evidences

of indebtedness, or other securities of the Corporation convertible into or

exchangeable for, or carrying or accompanied by any rights to receive, purchase,

or subscribe to, any such unissued or treasury shares, (3) any right of

subscription to or to receive, or any warrant or option for the purchase of, any

of the foregoing securities, (4) any other securities that may be issued or sold

by the Corporation, other than such (if any) as the Board of Directors of the

Corporation, in its sole and absolute discretion, may determine from time to

time.

 

 

                                      ARTICLE 8.

 

     Section 8.1.   VOTING REQUIREMENT.  Except to the extent otherwise required

by law, the vote or concurrence of the holders of a majority of the shares of

the Corporation entitled to vote and  represented in person or by proxy at a

meeting of the shareholders at which a quorum is present shall be the act of the

shareholders. With respect to any matter for which the affirmative vote of a

portion of the shares of the Corporation entitled to vote greater than a

majority of such shares is  required by the Texas Business Corporation Act (or

any successor or replacement statute), as the same now exists or may hereafter

be amended, the affirmative vote of the holders of a majority of the shares of

the Corporation entitled to vote on the matter shall be the act of the

shareholders.

 

                                           -5-

<PAGE>

 

     Section 8.2.   QUORUM REQUIREMENT.  The holders of at least a majority of

the shares of the Corporation entitled to vote, represented in person or by

proxy, shall constitute a quorum at any meeting of shareholders of the

Corporation.

 

     Section 8.3.   INTERESTED TRANSACTIONS.  No contract or other transaction

between the Corporation and one or more of its directors, officers or

securityholders or between the Corporation and another corporation, partnership,

joint venture, trust or other enterprise of which one or more of the

Corporation's directors, officers or securityholders are members, officers,

securityholders, directors or employees or in which they are otherwise

interested, directly or indirectly, shall be invalid solely because of such

relationship, or solely because such director, officer or securityholder is

present at or participates in the meeting of the Board of Directors or committee

thereof which authorizes the contract or other transaction, or solely because

his or their votes are counted for such purpose, if (A) the material facts as to

his relationship or interest and as to the contract or other transaction are

known or disclosed to the Board of Directors or committee thereof, and such

board or committee in good faith authorizes the contract or other transaction by

the affirmative vote of a majority of the disinterested directors even though

the disinterested directors be less than a quorum, or (B) the material facts as

to his relationship or interest and as to the contract or other transaction are

known or disclosed to the shareholders entitled to vote thereon, and the

contract or other transaction is approved in good faith by vote of the

shareholders, or (C) the contract or other transaction is fair as to the

Corporation as of the time it is entered into.

 

 

                                      ARTICLE 9.

 

     Section 9.1.  INDEMNIFICATION.  As permitted by Section G of Article 2.02-1

of the Texas Business Corporation Act as in effect on the date of the filing of

these Amended and Restated Articles of Incorporation with the Secretary of State

of the State of Texas ("Indemnification Article"), the Corporation hereby:

 

     (A)  makes mandatory the indemnification permitted under Section B of the

Indemnification Article as contemplated by Section G thereof;

 

     (B)  makes mandatory its payment or reimbursement of the reasonable

expenses incurred by a director who was, is, or is threatened to be made a named

defendant or respondent in a proceeding upon such director's compliance with the

requirements of Section K of the Indemnification Article; and

 

     (C)  extends the mandatory indemnification referred to in Section 9.1 (A)

above and the mandatory payment or reimbursement of expenses referred to in

Section 9.1 (B) above (i) to all

 

                                       -6-

<PAGE>

 

officers of the Corporation and (ii) to all persons who are or were serving

at the request of the Corporation as a director, officer, partner or trustee

of another foreign or domestic corporation, partnership, joint venture, trust

or employee benefit plan, to the same extent that the Corporation is

obligated to indemnify and pay or reimburse expenses to directors.

 

     Section 9.2.   INSURANCE.  The Corporation may purchase and maintain

insurance or another arrangement on behalf of any person who is or was a

director, officer, employee, or agent of the Corporation, or who is or was

serving at the request of the Corporation as a director, officer, partner,

venturer, proprietor, trustee, employee, agent, or similar functionary of

another foreign or domestic corporation, partnership, joint venture, sole

proprietorship, trust, employee benefit plan, or other enterprise, against any

liability asserted against him and incurred by him in such a capacity or arising

out of his status as such a person, whether or not the Corporation would have

the power to indemnify him against that liability under the Indemnification

Article.

 

     Section 9.3.   NON-EXCLUSIVITY.  The provisions of Sections 9.1 and 9.2 of

this Article 9 shall not be deemed exclusive of any other rights to which any

such director, officer or other person may be entitled under any other

agreement, pursuant to a vote of directors or any committee thereof or a vote of

shareholders, as a matter of law or otherwise, either as to action in his

official capacity or as to action in another capacity while holding such office,

and shall continue as to a person who has ceased to be a director or officer and

shall inure to the benefit of the heirs, executors and administrators of such a

person.  No person shall be entitled to indemnification pursuant to this

Article 8 in relation to any matter as to which indemnification shall not be

permitted by law.

 

 

                                     ARTICLE 10.

 

     In performing his duties, a director of the Corporation shall be entitled

to rely on information, opinions, reports or statements, including financial

statements and other financial data, in each case prepared or presented by (A)

one or more officers or employees of the Corporation whom the director

reasonably believes to be reliable and competent in the matters presented, (B)

counsel, public accountants or other persons as to matters which the director

reasonably believes to be within such person's professional or expert

competence, or (C) a committee of the Board of Directors upon which he does not

serve, duly designated in accordance with a provision of the by-laws, as to

matters within its designated authority, which committee the director deems to

merit confidence, but he shall not be considered to be acting in good faith if

he has knowledge concerning the matter in question that would cause such

reliance to be unwarranted.  A person who so performs his duties shall have no

liability to the Corporation (whether asserted directly or derivatively) by

reason of being or having been a director of the Corporation.

 

                                         -7-

<PAGE>

 

     No director of the Corporation shall be liable to the Corporation or its

shareholders for monetary damages for an act or omission in the director's

capacity as a director, except to the extent that the foregoing exemption from

liability is not permitted under the applicable provision of the Texas

Miscellaneous Corporation Laws Act (or any successor or replacement statute) as

the same now exists or may hereafter be amended.  Any repeal or modification of

the foregoing paragraph shall not adversely affect any right or protection of a

director of the Corporation existing at the time of such repeal or modification.

 

 

                                     ARTICLE 11.

 

     Special meetings of the shareholders of the Corporation may be called only

(1) by the Chairman of the Board, by the President, by a majority of the Board

of Directors, or by such other person or persons as may be authorized in the

Bylaws or (2) by the holders of 50% of the outstanding shares of the Company

entitled to vote at the proposed special meeting.

 

 

                                     ARTICLE 12.

 

     The address of the initial registered office of the Corporation is 9600

Bellaire, Suite 252, Houston, Texas 77036 and the name of the initial registered

agent of the Corporation at such address is Don J. Wang.

 

 

                                     ARTICLE 13.

 

     The initial Board of Directors shall consist of ten (10) members who shall

serve as directors until the first annual meeting of shareholders or until their

successors shall have been elected and qualified, and whose names and addresses

are as follows:

 

 

Name                                    Address

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

Helen F. Chen                           9600 Bellaire, Suite 252

                                        Houston, Texas 77036

 

Tommy F. Chen                           9600 Bellaire, Suite 252

                                        Houston, Texas 77036

 

May P. Chu                              9600 Bellaire, Suite 252

                                        Houston, Texas 77036

 

                                      -8-

<PAGE>

 

Name                                    Address

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

Jane W. Kwan                            9600 Bellaire, Suite 252

                                        Houston, Texas 77036

 

William C. C. Kwan                      9600 Bellaire, Suite 252

                                        Houston, Texas 77036

 

Edward Lee                              9600 Bellaire, Suite 252

                                        Houston, Texas 77036

 

John Lee                                9600 Bellaire, Suite 252

                                        Houston, Texas 77036

 

David Tai                               9600 Bellaire, Suite 252

                                        Houston, Texas 77036

 

Joe Ting                                9600 Bellaire, Suite 252

                                        Houston, Texas 77036

 

Don J. Wang                             9600 Bellaire, Suite 252

                                        Houston, Texas 77036

 

[As Filed: 09-01-1998]