HIB

ARTICLES OF INCORPORATION

HIBERNIA CORPORATION

NEW ORLEANS, LOUISIANA

COMPOSITE

AS OF

THE EFFECTIVE DATE

OF

JUNE 1, 1998


<PAGE>


ARTICLES OF INCORPORATION

ARTICLE I

NAME

The name of the corporation is HIBERNIA CORPORATION.


ARTICLE II

PURPOSES

The purposes of the Corporation are to engage in any and all lawful
activities for which corporations may be formed under the Louisiana Business
Corporation Law, the Louisiana Bank Holding Company Act, as either is now or
hereafter amended, and any other applicable law of the State of Louisiana.


ARTICLE III

CAPITAL STOCK

1. The total number of shares of all classes of stock which the
Corporation shall have authority to issue is four hundred million (400,000,000),
of which three hundred million (300,000,000) shares shall be designated as Class
A Common Stock of no par value and one hundred million (100,000,000) shares
shall be designated as Preferred Stock, without par value. The designations,
voting powers, preferences and relative participating, option or other special
rights, and the qualifications, limitations or restrictions of the above classes
of stock of the Corporation, and the authority with respect thereto expressly
vested in the Board of Directors of the Corporation, shall be as set forth in
this Article III.

2. No holder of any shares of either the Class A Common Stock or
Preferred Stock of the Corporation shall, as such holder, have any preemptive or
preferential right to receive, purchase or subscribe for (a) any unissued or
treasury shares of any class of stock (whether now or hereafter authorized) of
the Corporation, (b) 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 for, any such
unissued or treasury shares, (c) any right of subscription for or to receive, or
any warrant or option for the purchase of, any of the foregoing securities or
(d) any other securities that may be issued or sold by the Corporation, other
than such right or rights, if any, as the Board of Directors of the Corporation,
in its sole and absolute discretion, may determine at any time or from time to
time.

3. The Board of Directors may provide for payment of either the Class A
Common Stock or Preferred Stock of the Corporation in cash, property or
services. Any and all shares of stock so issued for which the consideration so
fixed has been paid or delivered shall be deemed fully paid and not liable to
any further call or assessment.

4. Except as otherwise required by law or these Articles, the holders
of shares of the Preferred Stock and of all series thereof who are entitled to
vote shall vote together with the holders of the Class A Common Stock and not
separately by class.

5. Common Stock

(a) Common Stock of the Corporation shall be designated as
Class A Common Stock. The holders of shares of Class A Common Stock shall be
entitled to vote upon all matters submitted to vote of the stockholders of the
Corporation and shall be entitled to one vote in respect to each share of Class
A Common Stock held by them of record.

(b) Subject to the preferential dividend rights applicable to
shares of Preferred Stock, the holders of shares of the Class A Common Stock
shall be entitled to receive, to the extent permitted by law, such dividends
(payable in cash, stock or otherwise) as may be declared by the Board of
Directors at any time or from time to time.

(c) In the event of any voluntary or involuntary liquidation,
dissolution or winding up of the Corporation, after distribution in full of the
preferential amounts, if any, to be distributed to the holders of shares of the
Preferred Stock, and subject to the participating rights, if any, of the holders
of shares of the Preferred Stock, the holders of shares of the Class A Common
Stock shall be entitled to receive all of the remaining assets of the
Corporation available for distribution to its stockholders, ratably in
proportion to the number of shares of such stock held by them. A liquidation,
dissolution or winding up of the Corporation, as such terms are used in this
subparagraph (c), shall not be deemed to be occasioned by or to include any
consolidation or merger of the Corporation with or into any other corporation or
corporations or a sale, lease or conveyance of all or a part of the assets of
the Corporation.

6. Preferred Stock

Shares of the Preferred Stock may be issued from time to time
in one or more series, the shares of each series to have such voting powers,
full or limited, or no voting powers, and such designations, preferences and
relative participating, optional or other special rights, and the
qualifications, limitations or restrictions thereof, as shall be stated and
expressed herein or in an amendment or amendments hereto providing for the issue
of such series as adopted by the Board of Directors of the Corporation. The
Board of Directors of the Corporation is hereby expressly authorized, subject to
the limitations provided by law, to amend these Articles to establish and
designate series of the Preferred Stock, to fix the number of shares
constituting each series, and to fix the designations and the voting powers,
preferences and relative participating, optional or other special rights, and
the qualifications, limitations or restrictions of the shares of each series and
the variations in the relative powers, rights, preferences and limitations as
between or among series, and to increase and to decrease the number of shares
constituting each series. The authority of the Board of Directors with respect
to any series shall include, but shall not be limited to, the authority to fix
and determine the following:

(a) The designation of such series.

(b) The number of shares initially constituting such series.

(c) The increase and the decrease, to a number not less than
the number of the outstanding shares of such series, of the number of shares
constituting such series as theretofore fixed.

(d) The rate or rates and the time at which dividends on the
shares of such series shall be paid, and whether or not such dividends shall be
cumulative, and, if such dividends shall be cumulative, the date or dates from
and after which they shall accumulate.

(e) Whether or not the shares of such series shall be
redeemable, and, if such shares shall be redeemable, the terms and conditions of
such redemption, including, but not limited to, the manner of selecting shares
of such series for redemption, if less than all shares are to be redeemed, the
date or dates upon or after which such shares shall be redeemable and the amount
per share which shall be payable upon such redemption, which amount may vary
under different conditions and at different redemption dates.

(f) The amount payable on the shares of such series in the
event of voluntary or involuntary liquidations, dissolution or winding up of the
Corporation. A liquidation, dissolution or winding up of the Corporation, as
such terms are used in this subparagraph (f), shall not be deemed to be
occasioned by or to include any consolidation or merger of the Corporation with
or into any other corporation or corporations or a sale, lease or conveyance of
all or a part of the assets of the Corporation.

(g) Whether or not the shares of such series shall have voting
rights and the terms and conditions thereof, including, but not limited to, the
right of the holders of such shares to vote as a separate class either alone or
with the holders of shares of one or more other series of Preferred Stock and
the right to have one vote per share or less (but not more) than one vote per
share.

(h) Whether or not a sinking fund or purchase fund shall be
provided for the redemption or purchase of the shares of such series, and if
such a sinking fund or purchase fund shall be provided, the terms and conditions
thereof.

(i) Whether or not the shares of such series shall have
conversion privileges, and, if such shares shall have conversion privileges, the
terms and conditions of conversion, including but not limited to, any provision
for the adjustment of the conversion rate or the conversion price.

(j) Any other powers, preferences and relative participating,
optional, or other special rights, or qualifications, limitations or
restrictions thereof, as shall not be inconsistent with the provisions of this
Article III or the limitations provided by law.

7. Fixed/Adjustable Rate Noncumulative Preferred Stock, Series A

(a) Number Of Shares and Designation. Two million (2,000,000)
shares of the 100,000,000 authorized shares of preferred stock without par value
of the Corporation are hereby constituted as a series of preferred stock,
without par value, designated as "Fixed/Adjustable Rate Noncumulative Preferred
Stock, Series A" (hereinafter called the "Preferred Stock, Series A").

(b) Dividends.

(i) The holders of shares of the Preferred Stock,
Series A, shall be entitled to receive cash dividends, as, if and when declared
by the Board of Directors of the Corporation (the "Board of Directors") or by
the Preferred Stock Designation Committee of said Board of Directors (the "Stock
Committee"), out of funds legally available for that purpose, at the rate set
forth below in this subsection (b) applied to the amount of $50 per share. Such
dividends shall be payable quarterly, as, if and when declared by the Board of
Directors or by the Stock Committee on January 1, April 1, July 1 and October 1
of each year, commencing on January 1, 1997. Each such dividend shall be payable
in arrears to the holders of record of shares of the Preferred Stock, Series A,
as they appear on the stock register of the Corporation on such record dates,
not more than 30 nor less than 15 days preceding the payment dates thereof, as
shall be fixed by the Board of Directors or the Stock Committee. Dividends on
Preferred Stock, Series A shall not be cumulative and no rights shall accrue to
the holders of Preferred Stock, Series A by reason of the fact that the
Corporation may fail to declare or pay dividends on the Preferred Stock, Series
A in any amount in any year, whether or not the earnings of the Corporation in
any year were sufficient to pay such dividends in whole or in part.

(ii) Dividend periods ("Dividend Periods") shall
commence on January 1, April 1, July 1 and October 1 of each year other than the
initial Dividend Period, which shall commence on the date of original issue of
the Preferred Stock, Series A and shall end on and include the calendar day next
preceding the first day of the next Dividend Period. The initial dividend on the
shares of Preferred Stock, Series A, for the period from the date of original
issue thereof to but not including January 1, 1997 will be $.87 per share of
Preferred Stock, Series A and such dividend shall be payable (if declared) on or
before January 1, 1997. For each Dividend Period thereafter the dividend rate on
the shares of Preferred Stock, Series A shall be 6.9% per annum through October
1, 2001. The amount of dividends payable for each full Dividend Period occurring
prior to October 1, 2001 for the Preferred Stock, Series A, shall be computed by
dividing the dividend rate of 6.9% per annum by four and applying the resulting
rate of 1.725% to the amount of $50 per share. For each Dividend Period
beginning on or after October 1, 2001, the dividend rate on the shares of
Preferred Stock, Series A shall be the Applicable Rate (as defined below) per
annum. The amount of dividends payable for each full Dividend Period beginning
on or after October 1, 2001 shall be computed by dividing the Applicable Rate
per annum by four and applying the resulting rate to the amount of $50 per
share. The amount of dividends payable for any period shorter or longer than a
full Dividend Period on the Preferred Stock, Series A, shall be computed on the
basis of twelve 30-day months, a 360-day year and, for any Dividend Period of
less than one month (other than the initial Dividend Period), the actual number
of days elapsed in such period. Unless otherwise required by law, dividends
payable with respect to each share of Preferred Stock, Series A, shall be
rounded to the nearest one cent, with $.005 being rounded upward.

(iii) Except as provided below in this paragraph (iii),
the "Applicable Rate" per annum for any Dividend Period beginning on or after
October 1, 2001 will be equal to .95% plus the Effective Rate (as defined
below), but not less than 7.4% or more than 13.4% (without taking into
consideration any adjustments as described in paragraph (viii) below). The
"Effective Rate" for any Dividend Period beginning on or after October 1, 2001
will be equal to the highest of the Treasury Bill Rate, the Ten Year Constant
Maturity Rate and the Thirty Year Constant Maturity Rate (each as defined below)
for such Dividend Period. The Treasury Bill Rate, the Ten Year Constant Maturity
Rate and the Thirty Year Constant Maturity Rate will each be rounded to the
nearest five hundredths of a percent, with .025% being rounded upward. In the
event that the Corporation determines in good faith that for any reason: (A) any
one of the Treasury Bill Rate, the Ten Year Constant Maturity Rate or the Thirty
Year Constant Maturity Rate cannot be determined for any Dividend Period
beginning on or after October 1, 2001, then the Effective Rate for such Dividend
Period will be equal to the higher of whichever two of such rates can be so
determined; (B) only one of the Treasury Bill Rate, the Ten Year Constant
Maturity Rate or the Thirty Year Constant Maturity Rate can be determined for
any Dividend Period beginning on or after October 1, 2001, then the Effective
Rate for such Dividend Period will be equal to whichever such rate can be so
determined; or (C) none of the Treasury Bill Rate, the Ten Year Constant
Maturity Rate or the Thirty Year Constant Maturity Rate can be determined for
any Dividend Period beginning on or after October 1, 2001, then the Effective
Rate for the preceding Dividend Period will be continued for such Dividend
Period.

(iv) Except as described below in this paragraph (iv),
the "Treasury Bill Rate" for each applicable Dividend Period will be the
arithmetic average of the two most recent weekly per annum market discount rates
(or the one weekly per annum market discount rate, if only one such rate is
published during the relevant Calendar Period (as defined below)) for
three-month U.S. Treasury bills, as published weekly by the Federal Reserve
Board (as defined below) during the Calendar Period immediately preceding the
last ten calendar days preceding the Dividend Period for which the dividend rate
on the Preferred Stock, Series A is being determined. In the event that the
Federal Reserve Board does not publish such a weekly per annum market discount
rate during any such Calendar Period, then the Treasury Bill Rate for such
Dividend Period will be the arithmetic average of the two most recent weekly per
annum market discount rates (or the one weekly per annum market discount rate,
if only one such rate is published during the relevant Calendar Period) for
three-month U.S. Treasury bills, as published weekly during such Calendar Period
by any Federal Reserve Bank or by any U.S. Government department or agency
selected by the Corporation. In the event that a per annum market discount rate
for three-month U.S. Treasury bills is not published by the Federal Reserve
Board or by any Federal Reserve Bank or by any U.S. Government department or
agency during such Calendar Period, then the Treasury Bill Rate for such
Dividend Period will be the arithmetic average of the two most recent weekly per
annum market discount rates (or the one weekly per annum market discount rate,
if only one such rate is published during the relevant Calendar Period) for all
of the U.S. Treasury bills then having remaining maturities of not less than 80
nor more than 100 days, as published during such Calendar Period by the Federal
Reserve Board or, if the Federal Reserve Board does not publish such rates, by
any Federal Reserve Bank or by any U.S. Government department or agency selected
by the Corporation. In the event that the Corporation determines in good faith
that for any reason no such U.S. Treasury bill rates are published as provided
above during such Calendar Period, then the Treasury Bill Rate for such Dividend
Period will be the arithmetic average of the per annum market discount rates
based upon the closing bids during such Calendar Period for each of the issues
of marketable non-interest-bearing U.S. Treasury securities with a remaining
maturity of not less than 80 nor more than 100 days from the date of each such
quotation, as chosen and quoted daily for each business day in New York City (or
less frequently if daily quotations are not generally available) to the
Corporation by at least three recognized dealers in U.S. Government securities
selected by the Corporation. In the event that the Corporation determines in
good faith that for any reason the Corporation cannot determine the Treasury
Bill Rate for any applicable Dividend Period as provided above in this
paragraph, the Treasury Bill Rate for such applicable Dividend Period will be
the arithmetic average of the per annum market discount rates based upon the
closing bids during such Calendar Period for each of the issues of marketable
interest-bearing U.S. Treasury securities with a remaining maturity of not less
than 80 nor more than 100 days, as chosen and quoted daily for each business day
in New York City (or less frequently if daily quotations are not generally
available) to the Corporation by at least three recognized dealers in U.S.
Government securities selected by the Corporation.

(v) Except as described below in this paragraph (v),
the "Ten Year Constant Maturity Rate" for each applicable Dividend Period will
be the arithmetic average of the two most recent weekly per annum Ten Year
Average Yields (as defined below) (or the one weekly per annum Ten Year Average
Yield, if only one such yield is published during the relevant Calendar Period),
as published weekly by the Federal Reserve Board during the Calendar Period
immediately preceding the last ten calendar days preceding the Dividend Period
for which the dividend rate on the Preferred Stock, Series A is being
determined. In the event that the Federal Reserve Board does not publish such a
weekly per annum Ten Year Average Yield during such Calendar Period, then the
Ten Year Constant Maturity Rate for such Dividend Period will be the arithmetic
average of the two most recent weekly per annum Ten Year Average Yields (or the
one weekly per annum Ten Year Average Yield, if only one such yield is published
during the relevant Calendar Period), as published weekly during such Calendar
Period by any Federal Reserve Bank or by any U.S. Government department or
agency selected by the Corporation. In the event that a per annum Ten Year
Average Yield is not published by the Federal Reserve Board or by any Federal
Reserve Bank or by any U.S. Government department or agency during such Calendar
Period, then the Ten Year Constant Maturity Rate for such Dividend Period will
be the arithmetic average of the two most recent weekly per annum average yields
to maturity (or the one weekly per annum average yield to maturity, if only one
such yield is published during the relevant Calendar Period) for all of the
actively traded marketable U.S. Treasury fixed interest rate securities (other
than Special Securities (as defined below)) then having remaining maturities of
not less than eight nor more than twelve years, as published during such
Calendar Period by the Federal Reserve Board or, if the Federal Reserve Board
does not publish such yields, by any Federal Reserve Bank or by any U.S.
Government department or agency selected by the Corporation. In the event that
the Corporation determines in good faith that for any reason the Corporation
cannot determine the Ten Year Constant Maturity Rate for any applicable Dividend
Period as provided above in this paragraph, then the Ten Year Constant Maturity
Rate for such Dividend Period will be the arithmetic average of the per annum
average yields to maturity based upon the closing bids during such Calendar
Period for each of the issues of actively traded marketable U.S. Treasury fixed
interest rate securities (other than Special Securities) with a final maturity
date not less than eight nor more than twelve years from the date of each such
quotation, as chosen and quoted daily for each business day in New York City (or
less frequently if daily quotations are not generally available) to the
Corporation by at least three recognized dealers in U.S. Government securities
selected by the Corporation.

(vi) Except as described below in this paragraph (vi),
the "Thirty Year Constant Maturity Rate" for each applicable Dividend Period
will be the arithmetic average of the two most recent weekly per annum Thirty
Year Average Yields (as defined below) (or the one weekly per annum Thirty Year
Average Yield, if only one such yield is published during the relevant Calendar
Period), as published weekly by the Federal Reserve Board during the Calendar
Period immediately preceding the last ten calendar days preceding the Dividend
Period for which the dividend rate on the Preferred Stock, Series A is being
determined. In the event that the Federal Reserve Board does not publish such a
weekly per annum Thirty Year Average Yield during such Calendar Period, then the
Thirty Year Constant Maturity Rate for such Dividend Period will be the
arithmetic average of the two most recent weekly per annum Thirty Year Average
Yields (or the one weekly per annum Thirty Year Average Yield, if only one such
yield is published during the relevant Calendar Period), as published weekly
during such Calendar Period by any Federal Reserve Bank or by any U.S.
Government department or agency selected by the Corporation. In the event that a
per annum Thirty Year Average Yield is not published by the Federal Reserve
Board or by any Federal Reserve Bank or by any U.S. Government department or
agency during such Calendar Period, then the Thirty Year Constant Maturity Rate
for such Dividend Period will be the arithmetic average of the two most recent
weekly per annum average yields to maturity (or the one weekly per annum average
yield to maturity, if only one such yield is published during the relevant
Calendar Period) for all of the actively traded marketable U.S. Treasury fixed
interest rate securities (other than Special Securities) then having remaining
maturities of not less than twenty-eight nor more than thirty years, as
published during such Calendar Period by the Federal Reserve Board or, if the
Federal Reserve Board does not publish such yields, by any Federal Reserve Bank
or by any U.S. Government department or agency selected by the Corporation. In
the event that the Corporation determines in good faith that for any reason the
Corporation cannot determine the Thirty Year Constant Maturity Rate for any
applicable Dividend Period as provided above in this paragraph, then the Thirty
Year Constant Maturity Rate for such Dividend Period will be the arithmetic
average of the per annum average yields to maturity based upon the closing bids
during such Calendar Period for each of the issues of actively traded marketable
U.S. Treasury fixed interest rate securities (other than Special Securities)
with a final maturity date not less than twenty-eight nor more than thirty years
from the date of each such quotation, as chosen and quoted daily for each
business day in New York City (or less frequently if daily quotations are not
generally available) to the Corporation by at least three recognized dealers in
U.S. Government securities selected by the Corporation.

(vii) The Applicable Rate with respect to each Dividend
Period beginning on or after October 1, 2001 will be calculated as promptly as
practicable by the Corporation according to the appropriate method described
above. The Corporation will cause notice of each Applicable Rate to be enclosed
with the dividend payment checks next mailed to the holders of Preferred Stock,
Series A.

(viii) As used above, the term "Calendar Period" means
a period of fourteen calendar days; the term "Federal Reserve Board" means the
Board of Governors of the Federal Reserve System; the term "Special Securities"
means securities which can, at the option of the holder, be surrendered at face
value in payment of any Federal estate tax or which provide tax benefits to the
holder and are priced to reflect such tax benefits or which were originally
issued at a deep or substantial discount; the term "Ten Year Average Yield"
means the average yield to maturity for actively traded marketable U.S. Treasury
fixed interest rate securities (adjusted to constant maturities of ten years);
and the term "Thirty Year Average Yield" means the average yield to maturity for
actively traded marketable U.S. Treasury fixed interest rate securities
(adjusted to constant maturities of thirty years).

(ix) If one or more amendments to the Internal
Revenue Code of 1986, as amended (the "Code"), are enacted that change the
percentage of the dividends received deduction as specified in Section 243(a)(1)
of the Code or any successor provision (the "Dividends Received Percentage"),
the amount of each dividend payable per share of the Preferred Stock, Series A
for dividend payments made on or after the later of the date of enactment or the
effective date of such change shall be adjusted by multiplying the amount of the
dividend payable determined as described above (before adjustment) by a factor,
which shall be the number determined in accordance with the following formula
(the "DRD Formula"), and rounding the result to the nearest cent:

1-[.35 (1 - .70)]
-----------------
1-[.35 (1 - DRP)]

For the purposes of the DRD Formula, "DRP" means the new Dividends Received
Percentage applicable to the dividend in question. No amendment to the Code,
other than a change in the percentage of the dividends received deduction set
forth in Section 243 (a)(1) of the Code or any successor provision, will give
rise to an adjustment. Notwithstanding the foregoing provisions, in the event
that, with respect to any such amendment, the Corporation shall receive either
an unqualified opinion of nationally recognized independent tax counsel selected
by the Corporation and approved by Skadden, Arps, Slate, Meagher & Flom (which
approval shall not be unreasonably withheld) or a private letter ruling or
similar form of authorization from the Internal Revenue Service to the effect
that such an amendment would not apply to dividends payable on the Preferred
Stock, Series A, then any such amendment shall not result in the adjustment
provided for pursuant to the DRD Formula. The opinion referenced in the previous
sentence shall be based, at least in part, upon a specific exception in the
legislation amending the DRP or upon a published pronouncement of the Internal
Revenue Service addressing such legislation or section of the Code. Unless the
context otherwise requires, references to dividends in this Article III(7) shall
mean dividends as adjusted by the DRD Formula. The Corporation's calculation of
the dividends payable as so adjusted and as tested by the independent certified
public accountants then regularly engaged by the Corporation, shall be final and
not subject to review.

(x) If any amendment to the Code which reduces the
Dividends Received Percentage is enacted and becomes effective after a dividend
payable on a Dividend Payment Date has been declared but not paid prior to the
effective date of the amendment, the amount of dividend payable on such Dividend
Payment Date will not be increased in accordance with paragraph (ix) above, but
instead, an amount equal to the difference between the amount of the dividend as
declared and the amount that would have been declared had the DRD Formula been
applied, will be payable to holders of record on the next succeeding Dividend
Payment Date in addition to any other amounts payable on such date.

(xi) If, prior to January 2, 1997, an amendment to the
Code is enacted that reduces the Dividends Received Percentage and such
reduction retroactively applies to a Dividend Payment Date as to which the
Corporation previously paid dividends on the Preferred Stock, Series A (each an
"Affected Dividend Payment Date"), holders of the Preferred Stock, Series A
shall be entitled to receive as, if and when declared by the Board of Directors
or the Stock Committee, out of funds legally available for that purpose,
additional dividends (the "Additional Dividends") on the next succeeding
Dividend Payment Date (or if such amendment is enacted after the dividend
payable on such Dividend Payment Date has been declared, on the second
succeeding Dividend Payment Date following the date of enactment) to holders of
record on such succeeding Dividend Payment Date in an amount equal to the excess
of (A) the product of the dividends paid by the Corporation on each Affected
Dividend Payment Date and the DRD Formula (where the DRP used in the DRD Formula
would be equal to the Dividends Received Percentage applied to each Affected
Dividend Payment Date) and (B) the dividends paid by the Corporation on each
Affected Dividend Payment Date. Additional Dividends will not be paid in respect
of the enactment of any amendment to the Code if such amendment would not result
in an adjustment due to the Corporation having received either an opinion of
counsel or tax ruling referred to in paragraph (ix) above. The Corporation shall
only make one payment of Additional Dividends.

(xii) If the amount of dividend payable per share of
the Preferred Stock, Series A, shall be adjusted pursuant to the DRD Formula
and/or Additional Dividends are to be paid, the Corporation will cause notice of
each such adjustment and, if applicable, any Additional Dividends, to be sent to
the holders of the Preferred Stock, Series A.

(xiii) So long as any shares of the Preferred Stock,
Series A, are outstanding, no full dividends shall be declared or paid or set
apart for payment on the preferred stock of the Corporation of any series
ranking, as to dividends, on a parity with or junior to the Preferred Stock,
Series A, for any period unless full dividends for the Dividend Period
immediately preceding the date of payment of such full dividends have been or
contemporaneously are declared and paid or declared and a sum sufficient for the
payment thereof set apart for such payment on the Preferred Stock, Series A.
When dividends are not paid in full, as aforesaid, upon the shares of the
Preferred Stock, Series A, and any other preferred stock of the Corporation
ranking on a parity as to dividends with the Preferred Stock, Series A, all
dividends declared upon shares of the Preferred Stock, Series A, and any other
preferred stock of the Corporation ranking on a parity as to dividends (whether
dividends on such other preferred stock are cumulative or noncumulative) with
the Preferred Stock, Series A, shall be declared pro rata so that the amount of
dividends declared per share on the Preferred Stock, Series A, and such other
preferred stock shall in all cases bear to each other the same ratio that
accrued dividends per share on the shares of the Preferred Stock, Series A (but
without any cumulation in respect of unpaid dividends for Dividend Periods prior
to the immediately preceding Dividend Period on the Preferred Stock, Series A
and any other noncumulative preferred stock) and such other preferred stock bear
to each other. Holders of shares of the Preferred Stock, Series A shall not be
entitled to any dividends, whether payable in cash, property or stock, in excess
of full dividends, as herein provided, on the Preferred Stock, Series A. No
interest, or sum of money in lieu of interest, shall be payable in respect of
any dividend payment on the Preferred Stock, Series A which may be in arrears.

(xiv) So long as any shares of the Preferred Stock,
Series A are outstanding, no dividend (other than dividends or distributions
paid in shares of, or options, warrants or rights to subscribe for or purchase
shares of, stock ranking junior to the Preferred Stock, Series A, as to
dividends and upon liquidation and other than as provided in subsection (iii) of
this subsection (b)) shall be declared or paid or set aside for payment, nor
shall any other distribution be declared or made upon any stock of the
Corporation ranking junior to or on a parity with the Preferred Stock, Series A,
as to dividends or upon liquidation, nor shall any stock of the Corporation
ranking junior to or on a parity with the Preferred Stock, Series A, as to
dividends or upon liquidation be redeemed, purchased or otherwise acquired for
any consideration (or any moneys be paid to or made available for a sinking fund
for the redemption of any shares of any such stock) by the Corporation (except
by conversion into or exchange for stock of the Corporation ranking junior to
the Preferred Stock, Series A, as to dividends and upon liquidation) unless, in
each case, full dividends for the immediately preceding Dividend Period shall
have been paid or set apart for payment and the Corporation is not in default
with respect to any redemption of shares of Preferred Stock, Series A, announced
by the Corporation pursuant to subsection (d) below.

(c) Liquidation Preference.

(i) In the event of any liquidation, dissolution or
winding up of the Corporation, whether voluntary or involuntary, before any
payment or distribution of the assets of the Corporation (whether capital or
surplus) shall be made to or set apart for the holders of any series or class or
classes of stock of the Corporation ranking junior to the Preferred Stock,
Series A, upon liquidation, dissolution or winding up, the holders of the shares
of the Preferred Stock, Series A, shall be entitled to receive $50 per share
plus an amount equal to all dividends (whether or not earned or declared)
accrued and unpaid thereon from the immediately preceding dividend payment date
(but without any cumulation for unpaid dividends for prior Dividend Periods on
the Preferred Stock, Series A) to the date of final distribution to such
holders; but such holders shall not be entitled to any further payment. If, upon
any liquidation, dissolution or winding up of the Corporation, the assets of the
Corporation, or proceeds thereof, distributable among the holders of the shares
of the Preferred Stock, Series A, shall be insufficient to pay in full the
preferential amount aforesaid and liquidating payments on any other preferred
stock ranking, as to liquidation, dissolution or winding up, on a parity with
the Preferred Stock, Series A, then such assets, or the proceeds thereof, shall
be distributed among the holders of shares of Preferred Stock, Series A, and any
such other preferred stock ratably in accordance with the respective amounts
which would be payable on such shares of Preferred Stock, Series A, and any such
other preferred stock if all amounts payable thereon were paid in full. For the
purposes of this subsection (c), a consolidation or merger of the Corporation
with one or more corporations shall not be deemed to be a liquidation,
dissolution or winding up, voluntary or involuntary.

(ii) Subject to the rights of holders of shares of any
series or class or classes of stock ranking on a parity with or prior to the
Preferred Stock, Series A, as to distribution of assets upon liquidation,
dissolution or winding up, upon any liquidation, dissolution or winding up of
the Corporation, after payment shall have been made in full to the holders of
Preferred Stock, Series A, as provided in this Section (c), but not prior
thereto, any other series or class or classes of stock ranking junior to the
Preferred Stock, Series A, upon liquidation shall, subject to the respective
terms and provisions (if any) applying thereto, be entitled to receive any and
all assets remaining to be paid or distributed, and the holders of the Preferred
Stock, Series A, shall not be entitled to share therein.

(d) Redemption.

(i) Except as provided in subsections (ii) and (iii)
of this Section (d), the Preferred Stock, Series A, may not be redeemed prior to
October 1, 2001. At any time or from time to time on and after October 1, 2001,
the Corporation, at its option, may, with prior Federal Reserve Board approval
to the extent then required by applicable law, redeem shares of the Preferred
Stock, Series A, in whole or in part, out of funds legally available therefor,
at a redemption price of $50 per share, together in each case with accrued and
unpaid dividends (whether or not declared) from the immediately preceding
dividend payment date (but without any cumulation for unpaid dividends for prior
Dividend Periods on the Preferred Stock, Series A) to the date fixed for
redemption, including any changes in dividends payable due to changes in the
Dividends Received Percentage and Additional Dividends, if any.

(ii) If the Dividends Received Percentage is equal to or
less than 40% and, as a result, the amount of dividends on the Preferred Stock,
Series A payable on any Dividend Payment Date will be or is adjusted upwards as
described in paragraph (b)(ix) above, the Corporation, at its option, with prior
Federal Reserve Board approval to the extent then required by applicable law,
may redeem all, but not less than all, of the outstanding shares of the
Preferred Stock, Series A, out of funds legally available therefor, provided,
that within sixty days of the date on which an amendment to the Code is enacted
which reduces the Dividends Received Percentage to 40% or less, the Corporation
sends notice to holders of the Preferred Stock, Series A of such redemption in
accordance with subsection (iv) below. Any redemption of the Preferred Stock,
Series A in accordance with this subsection (d) shall be on notice as aforesaid
at the applicable redemption price set forth in the following table, in each
case plus accrued and unpaid dividends (whether or not declared) from the
immediately preceding dividend payment date (but without any cumulation for
unpaid dividends for prior Dividend Periods on the Preferred Stock, Series A) to
the date fixed for redemption, including any changes in dividends payable due to
changes in the Dividends Received Percentage and Additional Dividends, if any.

<TABLE>
<CAPTION>

REDEMPTION PERIOD REDEMPTION PRICE PER SHARE

<S> <C>
September, 1996 to September 30, 1997 $ 52.50

October 1, 1997 to September 30, 1998 52.00

October 1, 1998 to September 30, 1999 51.50

October 1, 1999 to September 30, 2000 51.00

October 1, 2000 to September 30, 2001 50.50

On or after October 1, 2001 ......... 50.00
</TABLE>

(iii) The Corporation, at its option, may, with prior
Federal Reserve Board approval to the extent then required by applicable law,
redeem all, but not less than all, of the outstanding shares of the Preferred
Stock, Series A, out of funds legally available therefor if the holders of the
shares of the Preferred Stock, Series A, shall be entitled to vote upon or
consent to a merger or consolidation of the Corporation as provided in Section
(k) below and all of the following conditions have been satisfied: (i) the
Corporation shall have requested the vote or consent of the holders of the
Preferred Stock, Series A, to the consummation of such merger or consolidation,
stating in such request that failing the requisite favorable vote or consent the
Corporation will have the option to redeem the Preferred Stock, Series A, (ii)
the Corporation shall not have received the favorable vote or consent requisite
to the consummation of the transaction within 60 days after making such written
request (which shall be deemed to have been made upon the mailing of the notice
of any meeting of holders of the Preferred Stock, Series A, to vote upon such
merger or consolidation or the mailing of the form of written consent to be
signed by such holders), and (iii) such transaction shall be consummated on the
date fixed for such redemption, which date shall be no more than one year after
such request is made. Any such redemption shall be on notice as set forth in
subsection (iv) of this Section (d) at a redemption price of $50 per share of
the Preferred Stock, Series A, together with accrued and unpaid dividends
thereon, if any, from the immediately preceding dividend payment date (but
without any cumulation for unpaid dividends for prior Dividend Periods on the
Preferred Stock, Series A) to the date fixed for redemption, including any
changes in dividends payable due to changes in the Dividends Received Percentage
and Additional Dividends, if any.

(iv) In the event the Corporation shall redeem shares
of Preferred Stock, Series A, notice of such redemption shall be given by first
class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior
to the redemption date, to each holder of record of the shares to be redeemed,
at such holder's address as the same appears on the stock register of the
Corporation. Each such notice shall state: (1) the redemption date; (2) the
number of shares of Preferred Stock, Series A, to be redeemed and, if less than
all the shares held by such holder are to be redeemed, the number of such shares
to be redeemed from such holder; (3) the redemption price; (4) the place or
places where certificates for such shares are to be surrendered for payment of
the redemption price; and (5) that dividends on the shares to be redeemed will
cease to accrue on such redemption date. Notice having been mailed as aforesaid,
from and after the redemption date (unless default shall be made by the
Corporation in providing money for the payment of the redemption price, together
with accrued and unpaid dividends from the immediately preceding dividend
payment date to the date of redemption) dividends on the shares of the Preferred
Stock, Series A, so called for redemption shall cease to accrue, and said shares
shall no longer be deemed to be outstanding, and all rights of the holders
thereof as stockholders of the Corporation (except the right to receive from the
Corporation the redemption price, together with accrued and unpaid dividends
from the immediately preceding dividend payment date, whether or not declared)
shall cease. The Corporation's obligation to provide moneys in accordance with
the preceding sentence shall be deemed fulfilled if, on or before the redemption
date, the Corporation shall deposit with a bank or trust company (which may be
an affiliate of the Corporation) having capital and surplus of at least
$50,000,000, funds necessary for such redemption, in trust, with irrevocable
instructions that such funds be applied to the redemption of the shares of
Preferred Stock, Series A, so called for redemption. Any interest accrued on
such funds shall be paid to the Corporation from time to time. Any funds so
deposited and unclaimed at the end of two years from such redemption date shall
be released or repaid to the Corporation, after which the holder or holders of
such shares of Preferred Stock, Series A, so called for redemption shall look
only to the Corporation for payment of the funds necessary for such redemption.
Upon surrender in accordance with said notice of the certificates for any shares
so redeemed (properly endorsed or assigned for transfer, if the Board of
Directors shall so require and the notice shall so state), such shares shall be
redeemed by the Corporation at the applicable redemption price aforesaid,
together with accrued and unpaid dividends from the immediately preceding
dividend payment date to the date of redemption. If less than all the
outstanding shares of Preferred Stock, Series A, are to be redeemed, shares to
be redeemed shall be selected by the Corporation from outstanding shares of
Preferred Stock, Series A, not previously called for redemption by lot or pro
rata (as nearly as may be) or by any other method determined by the Corporation
in its sole discretion to be equitable. If fewer than all the shares represented
by any certificate are redeemed a new certificate shall be issued representing
the unredeemed shares without cost to the holder thereof.

(v) In no event shall the Corporation redeem less than all
the outstanding shares of Preferred Stock, Series A, pursuant to subsection (i)
of this Section (d) unless full dividends shall have been paid or declared and
set apart for payment upon all outstanding shares of Preferred Stock, Series A,
for the Dividend Period immediately preceding the date of redemption (but
without any cumulation for unpaid dividends for prior Dividend Periods on the
Preferred Stock, Series A).

(e) Shares to be Retired. All shares of Preferred Stock,
Series A, purchased or redeemed by the Corporation shall be retired and canceled
and the Board of Directors shall cause to be taken all action necessary to
restore such shares to the status of authorized but unissued shares of preferred
stock, without designation as to series, and such shares may thereafter be
issued, but not as shares of Preferred Stock, Series A.

(f) Conversion or Exchange. The holders of shares of Preferred
Stock, Series A, shall not have any rights herein to convert such shares into or
exchange such shares for shares of any other class or classes or of any other
series of any class or classes of capital stock (or any other security) of the
Corporation.

(g) Ranking. Any class or series of stock of the Corporation
shall be deemed to rank:

(i) prior to the Preferred Stock, Series A, as to
dividends or as to distribution of assets upon liquidation, dissolution or
winding up, if holders of such class shall be entitled to the receipt of
dividends or of amounts distributable upon liquidation, dissolution or winding
up, as the case may be, in preference or priority to the holders of Preferred
Stock, Series A;

(ii) on a parity with the Preferred Stock, Series A,
as to dividends or as to distribution of assets upon liquidation, dissolution or
winding up, whether or not the dividend rates, dividend payment dates or
redemption or liquidation prices per share thereof be different from those of
the Preferred Stock, Series A, if the holders of such class of stock and the
Preferred Stock, Series A (whether or not such class of stock is cumulative or
noncumulative as to payment of dividends) shall be entitled to the receipt of
dividends or of amounts distributable upon liquidation, dissolution or winding
up, as the case may be, in proportion to their respective amounts of accrued and
unpaid dividends per share or liquidation prices, without preference or priority
one over the other (except with respect to the cumulation of dividends on such
class of stock); and

(iii) junior to the Preferred Stock, Series A, as to
dividends or as to the distribution of assets upon liquidation, dissolution or
winding up, if such stock shall be Class A Common Stock or if the holders of
Preferred Stock, Series A, shall be entitled to receipt of dividends or of
amounts distributable upon dissolution, liquidation or winding up, as the case
may be, in preference or priority to the holders of shares of such stock.

(h) Exclusion of Other Rights. Unless otherwise required by
law, shares of Preferred Stock, Series A, shall not have any rights, including
preemptive rights, or preferences other than those specifically set forth herein
or as provided by applicable law.

(i) Notices. All notices or communications, unless otherwise
specified in the by-laws of the Corporation or the Articles of Incorporation, as
amended, shall be sufficiently given if in writing and delivered in person or
mailed by first-class mail, postage prepaid to the holders of record of the
Preferred Stock, Series A. Notice shall be deemed given on the earlier of the
date received or the date such notice is mailed.

(j) Record Holders. The Corporation and the transfer agent for
the Preferred Stock, Series A (if any), may deem and treat the record holder of
any share of such Preferred Stock, Series A, as the true and lawful owner
thereof for all purposes, and neither the Corporation nor such transfer agent
shall be affected by any notice to the contrary.

(k) Voting Rights. Except as hereinafter set forth in this
Section (k) or as otherwise from time to time required by law, the Preferred
Stock, Series A, shall have no voting rights. Whenever, at any time or times,
dividends payable on the Preferred Stock, Series A, shall be unpaid for such
number of dividend periods, whether or not consecutive, which shall in the
aggregate contain not less than 540 days, the holders of the outstanding
Preferred Stock, Series A, shall have the exclusive right, voting separately as
a class with holders of shares of any one or more other series of preferred
stock ranking on a parity with the Preferred Stock, Series A, either as to
dividends (whether or not such other series of preferred stock is cumulative or
noncumulative as to payment of dividends) or on the distribution of assets upon
liquidation, dissolution or winding up and upon which like voting rights have
been conferred and are exercisable, to elect two directors of the Corporation at
the Corporation's next annual meeting of shareholders and at each subsequent
annual meeting of shareholders. At elections for such directors, each holder of
the Preferred Stock, Series A, shall be entitled to one vote for each share held
(the holders of shares of any other series of preferred stock ranking on such a
parity being entitled to such number of votes, if any, for each share of stock
held as may be granted to them). Upon the vesting of such right of such holders,
the maximum authorized number of members of the Board of Directors shall
automatically be increased by two and the two vacancies so created shall be
filled by vote of the holders of such outstanding shares of the Preferred Stock,
Series A (either alone or together with the holders of shares of any one or more
other series of preferred stock ranking on such a parity and upon which like
voting rights have been conferred and are exercisable) as hereinafter set forth.
The right of such holders of such shares of the Preferred Stock, Series A,
voting separately as a class, to elect (together with the holders of shares of
any one or more other series of preferred stock ranking on such a parity and
upon which like voting rights have been conferred and are exercisable) members
of the Board of Directors of the Corporation as aforesaid shall continue until
such time as all dividends on the Preferred Stock, Series A, shall have been
paid in full for at least one year, at which time such right shall terminate,
except as herein or by law expressly provided, subject to revesting in the event
of each and every subsequent default of the character above mentioned.

Upon any termination of the right of the holders of the Preferred
Stock, Series A, as a class to vote for directors as herein provided, the term
of office of all directors then in office elected by such holders voting as a
class shall terminate immediately. If the office of any director elected by such
holders voting as a class becomes vacant by reason of death, resignation,
retirement, disqualification, removal from office or otherwise, the remaining
director elected by such holders voting as a class may choose a successor who
shall hold office for the unexpired term in respect of which such vacancy
occurred. Whenever the term of office of the directors elected by such holders
voting as a class shall end and the special voting powers vested in such holders
as provided in this Section (k) shall have expired, the number of directors
shall automatically be decreased to such number as may be provided for in the
By-Laws irrespective of any increase made pursuant to the provisions of this
Section (k).

So long as any shares of the Preferred Stock, Series A, remain
outstanding, the consent of the holders of at least two-thirds of the shares of
the Preferred Stock, Series A, outstanding at the time (voting separately as a
class together with all other series of preferred stock ranking on a parity with
such series either as to dividends (whether or not such other series of
preferred stock is cumulative or noncumulative as to payment of dividends) or
the distribution of assets upon liquidation, dissolution or winding up and upon
which like voting rights have been conferred and are exercisable) given in
person or by proxy, either in writing or at any special or annual meeting called
for the purpose, shall be necessary to permit, effect or validate any one or
more of the following:

(i) The authorization, creation or issuance, or any
increase in the authorized or issued amount, of any class or series of stock
ranking prior to the Preferred Stock, Series A, with respect to payment of
dividends or the distribution of assets upon liquidation, dissolution or winding
up, or

(ii) The amendment, alteration or repeal, whether
by merger, consolidation or otherwise, of any of the provisions of the Articles
of Incorporation, as amended, or of the resolution contained in this Articles of
Amendment for the Preferred Stock, Series A, and the powers, preferences and
privileges, relative, participating, optional and other special rights and
qualifications, limitations and restrictions thereof which would materially and
adversely affect any right, preference, privilege or voting power of the
Preferred Stock, Series A, or of the holders thereof; provided, however, that
any increase in the amount of authorized preferred stock or the creation and
issuance of other series of preferred stock, or any increase in the amount of
authorized shares of the Preferred Stock, Series A, or of any other series of
preferred stock, in each case ranking on a parity with or junior to the
Preferred Stock, Series A, with respect to the payment of dividends (whether or
not such other series of preferred stock is cumulative or noncumulative as to
payment of dividends) and the distribution of assets upon liquidation,
dissolution or winding up, shall not be deemed to materially and adversely
affect such rights, preferences, privileges or voting powers.

The foregoing voting provisions shall not apply if, at or prior to the
time when the act with respect to which such vote would otherwise be required
shall be effected, all outstanding shares of the Preferred Stock, Series A,
shall have been redeemed or sufficient funds shall have been deposited in trust
to effect such redemption, which redemption is scheduled to be consummated
within three months after the time that such voting rights would otherwise be
exercisable.


ARTICLE IV

BOARD OF DIRECTORS

1. All the corporate powers of the Corporation shall be vested in and
exercised by a Board of Directors consisting of the number of directors
specified in, or determined in the manner prescribed in, the By-Laws of the
Corporation.

2. Any director absent from any meeting of the Board of Directors or
any committee thereof may be represented by any other director, who may cast the
absent director's vote according to his written instructions, general or
special.

3. The Board of Directors may make and alter by-laws containing any
provisions with respect to the government of the Corporation, subject to the
power of the shareholders to change or repeal by-laws so made. The by-laws may
contain any provision relating to the business of the Corporation, the conduct
of its affairs, its rights or powers, or the rights or powers of its
shareholders, directors or officers, not inconsistent with law or these
Articles.


ARTICLE V

INDEMNIFICATION AND LIMITATION OF LIABILITY
OF DIRECTORS AND OFFICERS

1. Except as prohibited by law, the Corporation shall indemnify any
person who was or is a party or is threatened to be made a party to any action,
suit or proceeding, whether civil, criminal, administrative or investigative
(including any action by or in the right of the Corporation) by reason of the
fact that such person is or was a director or officer of the Corporation (or of
any of the wholly owned subsidiaries of the Corporation), or is or was serving
at the request of the Corporation as a director or officer of another business,
foreign or nonprofit corporation, partnership, joint venture or other enterprise
(each such person being hereinafter referred to as an "Indemnitee"), against
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, however, that an Indemnitee shall be
entitled to indemnification for expenses incurred in connection with any action
brought by such Indemnitee against the Corporation only if such action is a
claim for indemnification under this Article or otherwise, the Indemnitee
prevails in the action for which expenses are claimed, or indemnification of
expenses is included in any settlement or is awarded by a court. Except as
otherwise permitted or contemplated by these Articles, the By-Laws of the
Corporation or agreement, expenses incurred by an Indemnitee in defending any
action, suit or proceeding shall be paid by the Corporation in advance of the
final disposition thereof upon receipt of an undertaking by or on behalf of the
Indemnitee to repay such amount unless it shall ultimately be determined that he
is entitled to be indemnified by the Corporation as authorized by this Article
or otherwise. The indemnification provided by this Article shall be deemed to
constitute a contractual right of each Indemnitee and shall not be deemed
exclusive of any other right to which the person indemnified may be entitled
under any by-law, agreement, authorization of shareholders or directors or
otherwise, and shall continue under any by-law, agreement, authorization of
shareholders or directors or otherwise, and shall continue as to any person who
has ceased to have the status pursuant to which he was denominated an Indemnitee
and shall inure to the benefit of such person's heirs and legal representatives.
The Corporation shall have the power to procure insurance on behalf of any
Indemnitee against any liability asserted against or incurred by him in any such
capacity, or arising out of his status as such, whether or not the Corporation
would have the power to indemnify him against such liability under the
provisions of law or this Article. (As amended April 19, 1988.)

2. Notwithstanding anything in these Articles, no director or officer
of the Corporation shall be personally liable to the Corporation or its
shareholders for monetary damages for breach of fiduciary duty as a director or
officer; provided, however, that the foregoing provision shall not eliminate or
limit the liability of a director or officer to the extent prohibited by
applicable law. (As amended April 19, 1988.)

ARTICLE VI

AMENDMENTS

Except as may be otherwise required by law or permitted by these
Articles, these Articles may be amended by a majority vote of the shares present
and represented, taken at an annual or special meeting of shareholders, the
notice of which shall set forth the proposed amendment or a summary of the
changes to be made thereby. In such an amendment would adversely affect the
holders of shares of any class or series, then in addition to the vote required
by the sentence immediately preceding, the holders of each class or series of
shares so affected by the amendment shall be entitled to vote as a class upon
such amendment, and a majority of the present and represented shares of each
class or series so affected by the amendment shall be necessary to the adoption
thereof.


ARTICLE VII

MERGER OR CONSOLIDATION

Except as may be otherwise required by law or as provided in Article
III hereof, an agreement of merger or consolidation may be approved by a
majority vote of the voting shares issued and outstanding, taken at a meeting
called for the purpose of such approval.


ARTICLE VIII

UNCLAIMED PROPERTY

Cash, property or share dividends, shares issuable to shareholders in
connection with a reclassification of stock, and the redemption price of
redeemed shares, which are not claimed by the shareholders entitled hereto
within one year after the dividend or redemption price becomes payable or the
shares become issuable, despite reasonable efforts by the Corporation to pay the
dividend or redemption price or deliver the certificates for the shares to such
shareholders within said one year, shall, at the expiration of said one year,
revert in full ownership to the Corporation, and the Corporation's obligation to
pay such dividend or redemption price or issue such shares, as the case may be,
shall thereupon cease; provided that the Board of Directors may, at any time,
for any reason satisfactory to it, but need not, authorize (a) payment of the
amount of any cash or property dividend or redemption price or (b) issuance of
any shares, ownership of which has reverted to the Corporation pursuant to this
Article, to the entity that would be entitled thereto had such reversion not
occurred.