WTNY

COMPOSITE CHARTER
OF
WHITNEY HOLDING CORPORATION

ARTICLE I

The name of this corporation is: WHITNEY HOLDING CORPORATION.

ARTICLE II

The objects and purposes for which this corporation is organized and
the nature of the business to be carried on by it are hereby declared to be:

(a) To acquire, purchase, construct, buy, lease, improve, develop,
manage and operate property of all kinds, real, personal and mixed wherever
situated, particularly but not exclusively in the State of Louisiana.

(b) To execute, issue, negotiate bills of exchange, promissory notes,
bonds, debentures, and other securities of this corporation from time to time,
and to secure the same by mortgage, pledge, deed of trust or otherwise, and to
exchange, discount, mortgage, pledge or hypothecate the same for any of the
objects or purposes of this corporation.

(c) To acquire all or any part of the good will, rights, assets,
property and business of any person, entity, partnership, association or
corporation, whether heretofore or hereafter engaged in any business similar to
any business which the corporation has power to conduct, or not; to pay for the
same in cash or in stocks, bonds or other obligations of the corporation, or
otherwise; to hold, utilize and in any manner dispose of the whole or any part
of the rights and property so acquired, and to undertake and assume in
connection therewith any liabilities of any such person, entity, partnership,
association or corporation and conduct in any lawful manner the whole or any
part of the business thus acquired.

(d) To purchase, subscribe for, take, acquire, hold for investment or
otherwise, and to enjoy and sell, exchange, deal in, guarantee, mortgage,
hypothecate, or otherwise dispose of, shares of stock, bonds, debentures,
promissory notes, certificates of beneficial interest, obligations and
securities of any person, firm or corporation, including investment companies,
financial institutions, and banks, and, while the owner thereof, to exercise and
enjoy all rights and privileges incident to ownership.

(e) To enter into, make and perform contracts of every kind and
description with any person, firm, association, corporation, municipality,
county, state, body politic or government or colony or dependency thereof.

(f) To have one or more offices in which to carry on all or any part of
its operations and business, and without restriction or limit as to amount to
purchase or otherwise acquire, hold, own, mortgage, sell, convey, or otherwise
dispose of, real and personal property of every class and description.

(g) To loan its uninvested funds and/or surplus from time to time to
such extent as the corporation may deem advisable in call and/or time loans,
upon such security, if any, as the Board of Directors may determine.

(h) To purchase, hold, sell, transfer, reissue or cancel the shares of
its own capital stock or any securities or other obligations of the corporation
in the manner and to the extent now or hereafter permitted by the laws of
Louisiana.

(i) To do everything necessary, proper, advisable or convenient for the
accomplishment of any of the powers herein set forth and to do every other act
and thing incidental thereto or connected therewith, provided the same be not
forbidden by the laws of Louisiana.

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(j) In general, to carry on and undertake any lawful business which a
corporation may do under the provisions of Chapter 1 of Title 12 of the
Louisiana Revised Statutes of 1950 and all amendments thereof.

(k) The objects, purposes and terms specified in any clause herein
shall be in no manner limited or restricted by reference to or inference from
any other clause, but the objects, purposes and powers specified in each of the
clauses of this paragraph shall be regarded as independent objects, purposes and
powers and in furtherance and not in limitation of the general powers conferred
by the laws of the State of Louisiana.

ARTICLE III

The duration of this corporation shall be ninety-nine (99) years from
the date hereof.

ARTICLE IV

The location and post-office address of its registered office is - 228
St. Charles Street, New Orleans, Louisiana

ARTICLE V

The full names and post-office addresses of its registered agents are:

Malcolm L. Monroe 1424 Whitney Building
New Orleans, Louisiana

J. Rabun Monroe 1424 Whitney Building
New Orleans, Louisiana

ARTICLE VI

1. The authorized capital stock of this corporation is fixed at one
hundred million (100,000,000) shares of Common Stock, all of one series, without
nominal or par value.

2. On and as of the close of business on February 21, 1984, each and
every share then issued of the no par value Common Stock of this corporation
shall without any other or further action or proceeding by the corporation, or
by the Board of Directors or any shareholder thereof, be reclassified into two
shares of no par value Common Stock, and the allocated value of each share of
Common Stock theretofore issued by this corporation will be divided into two
equal amounts that will be attributed to the two shares of Common Stock into
which each such share shall have been reclassified as aforesaid, so that the
aggregate allocated value of all issued shares of Common Stock immediately after
such reclassification shall be equal to the aggregate allocated value of all
issued shares of Common Stock immediately prior to such reclassification.

3. Every share shall be equal in all respects to every other share. No
transfer of shares shall be binding upon the corporation unless recorded on its
books. All shares shall be fully paid for and non-assessable.

4. Without necessity of action by the shareholders, the authorized
shares of no par value Common Stock of this corporation may be issued by the
corporation, in whole or in part, on one or more occasions, for such
consideration and on such other terms and conditions as may be fixed by the
Board of Directors. Upon payment or delivery of the consideration fixed by the
Board of Directors for newly issued shares, such shares shall be deemed fully
paid for and shall not be liable to any further call of assessment.

ARTICLE VII

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The amount of paid-in capital with which the corporation shall begin
business is hereby fixed at One Thousand ($1,000.00) Dollars, which, at the
execution of these Articles, has been paid in cash.

ARTICLE VIII

1. All powers of the corporation shall be vested in a classified Board
of Directors composed of not less than five (5) nor more than twenty-five (25)
members. The precise number of said Directors shall be fixed solely by the Board
of Directors. In the election of Directors at the 1984 annual meeting of
stockholders, the Directors shall be divided into five classes, as nearly equal
in number as possible, with the term of office of the first class to expire at
the 1985 annual meeting of stockholders, the term of office of the second class
to expire at the 1986 annual meeting of stockholders, the term of office of the
third class to expire at the 1987 annual meeting of stockholders, the term of
office of the fourth class to expire at the 1988 annual meeting of stockholders,
and the term of office of the fifth class to expire at the 1989 annual meeting
of stockholders. At each annual meeting of stockholders following the 1984
annual meeting, Directors equal to the number of the class whose term then
expires shall be elected to hold office until the fifth succeeding annual
meeting of stockholders or until their successors are elected and qualified.
Directors of the corporation shall be stockholders. The annual meeting of
stockholders shall be on such dates as may be fixed by the Board of Directors.

2. A director may be removed from office, with or without cause, only
by the affirmative vote of ninety per cent (90%) of the voting power present at
the special meeting of stockholders called for that purpose for which there is a
quorum (as hereinafter defined). For purposes of the vote required by paragraphs
2 and 5 of this Article VIII, the term "quorum" shall mean the presence, in
person or by proxy, of the holders of ninety per cent (90%) of the total voting
power of the corporation.

3. A person chosen by the Board of Directors to fill a vacancy on the
Board of Directors shall hold office until the next annual meeting of
stockholders.

4. The Board of Directors may adopt, and from time to time repeal,
amend and supplement by-laws containing any provision with respect to the
government of the corporation and the powers of the Directors and shareholders
not prohibited by law and not inconsistent with this Charter. The Board of
Directors at the first meeting following the annual meeting of stockholders
shall elect officers of the corporation, and shall have power in its discretion
to unite one or more offices and to confer the same on any one person.

5. No amendment to the Charter of the corporation shall amend, alter,
change or repeal any of the provisions of this Article VIII, unless the
amendment effecting such amendment, alteration, change or repeal shall receive
the affirmative vote of ninety per cent (90%) of the voting power present at a
shareholders meeting for which there is a quorum (as defined above); provided
that this paragraph 5 shall not apply to, and such ninety per cent (90%) vote
shall not be required for, any amendment, alteration, change or repeal
unanimously recommended to the stockholders by the Board of Directors of the
corporation at a time when no person, corporation or other entity is the
beneficial owner, directly or indirectly, of more than ten per cent (10%) of the
outstanding shares of stock of the corporation entitled to vote in election of
directors, considered for purposes of this Article VIII as one class.

ARTICLE IX

The name and post-office addresses of the first Directors are:

Andrew P. Carter, 1424 Whitney Building, New Orleans, Louisiana.
John L. Glover, 1424 Whitney Building, New Orleans, Louisiana.
Walter J. Suthon, III, 1424 Whitney Building, New Orleans, Louisiana.

ARTICLE X

Until their successors are duly elected and qualified, the following
shall be the officers of the corporation:

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Walter J. Suthon, III - President
Andrew P. Carter - Vice President
John L. Glover - Secretary-Treasurer

ARTICLE XI

The names and post-office addresses of the incorporators and a
statement of the number of shares subscribed by each are as follows:

Andrew P. Carter 1424 Whitney Building 7 shares
New Orleans, Louisiana
John L. Glover 1424 Whitney Building 6 shares
New Orleans, Louisiana
Walter J.Suthon,III 1424 Whitney Building 7 shares
New Orleans, Louisiana

ARTICLE XII

The corporation may purchase and/or redeem its own shares in the manner
and under the conditions provided in Sections 23 and 45 of the Business
Corporation Law. Such shares so purchased (unless it is desired that such shares
shall be cancelled) shall be considered treasury shares, and may be reissued and
disposed of as authorized by law, or may be cancelled and the capital stock
reduced, as the Board of Directors may, from time to time, determine.

ARTICLE XIII

This corporation claims, and shall have the benefit of the provisions
of Section 63 of the Business Corporation Law, being Title 12, Section 63,
Louisiana Revised Statutes of 1950.

ARTICLE XIV

This Charter may be amended and the capital of this corporation may be
increased or decreased in the method and manner provided by law and by vote of
the holders of a majority of the stock.

ARTICLE XV

1. 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 this corporation, by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another business, foreign or non-profit corporation, partnership, joint venture
or other enterprise against expenses, including attorneys' fees, judgments,
fines and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful; however, in case of
actions by or in the right of the corporation:

(a) As to persons other than directors and officers, the
aforesaid indemnity shall be limited to expenses, including attorneys' fees and
amounts paid in settlement not exceeding, in the judgment of the board of
directors, the estimated expense of litigating the action to conclusion,
actually and reasonably incurred in connection with the defense or settlement of
such action, but the board of directors is authorized in its discretion to pay
or provide additional indemnity in particular cases; and

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(b) As to directors and officers (including those serving as
such for other entities at the request of the corporation) the aforesaid
indemnity shall be limited as provided in Subparagraph (a) only if it would
permit indemnification of an individual for the results of such individual's (i)
willful or intentional misconduct, (ii) breach of duty of loyalty to the
corporation or to the entity otherwise served by the individual, or (iii)
engaging in a transaction from which the individual derived an improper personal
benefit; and

(c) No indemnification shall be made in respect of any claim,
issue or matter as to which such person shall have been adjudged by a court of
competent jurisdiction, after exhaustion of all appeals therefrom, to be liable
for willful or intentional misconduct in the performance of his duty to the
corporation unless and only to the extent that the court shall determine upon
application that, despite the adjudication of liability but in view of all the
circumstances of the case, he is fairly and reasonably entitled to indemnity for
such expenses which the court shall deem proper.

The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner which he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had reasonable cause to believe that his conduct was unlawful.

2. To the extent that a director, officer, employee or agent has been
successful on the merits or otherwise in defense of any such action, suit or
proceeding, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses, including attorneys' fees, actually and reasonably
incurred by him in connection therewith.

3. Any indemnification under Paragraph 1 of this Article (excluding an
advance of expenses as provided in Paragraph 4), unless ordered by the court
shall be made by the corporation only as authorized in a specific case upon a
determination that the applicable standard of conduct has been met. Such
determination shall be made:

(a) By the board of directors by a majority vote of a
quorum consisting of directors who were not parties to such action, suit or
proceeding; or

(b) If such a quorum is not obtainable and the board of
directors so directs, by independent legal counsel; or

(c) By the shareholders.

4. Subsequent to the institution of such an action, suit or
proceeding;

(a) As to directors (including officers who are also
directors), expenses actually and reasonably incurred in defending such an
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
director or former director incurring such expenses, to repay such amount if it
shall be finally determined by a court of competent jurisdiction that he is not
entitled to be indemnified by the corporation, as authorized in this Article;
and

(b) As to persons other than directors, expenses actually and
reasonably incurred in defending such an action, suit or proceeding may be paid
by the corporation in advance of the final disposition thereof, if authorized by
the board of directors, upon receipt of an undertaking by or on behalf of such
person to repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the corporation, as authorized in this Article.

5. The indemnification and advancement of expenses provided by or
granted pursuant to this Article are subject to any validly applicable
limitations of state or federal law, but they shall not be deemed exclusive of
any other rights to which the person indemnified or obtaining advancement of
expenses is entitled under any applicable law, by-law, agreement, authorization
of shareholders or directors, regardless of whether directors authorizing such
indemnification are beneficiaries thereof, or otherwise, both as to action in
his official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
officer, employee or agent and

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shall inure to the benefit of his heirs and legal representative; however, no
such other indemnification measure shall permit indemnification of any person
for the results of such person's willful or intentional misconduct.

6. The corporation shall have full power to procure or maintain
insurance or other similar arrangement, all as provided in Louisiana Revised
Statutes 12:83 (F) & (G), as amended.

7. An officer or director of the Company shall not be personally liable
for monetary damages to the Company or its shareholders for the breach of his
fiduciary duty as an officer or director, except as regards:

(i) any breach of such director's or officer's duty of loyalty to the
Company or its shareholders; (ii) acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law; (iii) liability
under R.S. 12:92(D); or (iv) any transaction from which the officer or director
derived an improper personal benefit.

No amendment or repeal of this Section 7 shall adversely affect any
elimination or limitation of liability of an officer or director under this
Section with respect to conduct occurring prior to the time of such amendment or
repeal.

ARTICLE XVI

1. The affirmative vote of ninety per cent (90%) of the voting power
present at a shareholders meeting for which there is a quorum (as hereinafter
defined) shall be required for the adoption, approval or authorization of a
business combination (as hereinafter defined) with any other entity (as
hereinafter defined) if, as of the record date for the determination of
stockholders entitle to notice thereof and to vote thereon, such other entity is
the beneficial owner, directly or indirectly, of more than ten per cent (10%) of
the outstanding shares of stock of the corporation entitled to vote in elections
of directors, considered for the purposes of this Article XVI as one class;
provided that such ninety per cent (90%) voting requirement shall not be
applicable if:

(a) The cash, or fair market value of other consideration, to be
received per share by capital stockholders of the corporation in such business
combination bears the same or a greater percentage relationship to the market
price of the corporation's Common Stock immediately prior to the announcement of
such business combination as the highest per share price (including brokerage
commissions and/or soliciting dealers' fees) which such other entity has
theretofore paid for any of the shares of the corporation's Common Stock already
owned by it bears to the market price of the Common Stock of the corporation
immediately prior to the commencement of acquisition of the corporation's Common
Stock by such other entity;

(b) The cash, or fair market value of other consideration, to be
received per share by capital stockholders of the corporation in such business
combination (i) is not less than the highest per share price (including
brokerage commissions and/or soliciting dealers' fees) paid by such other entity
in acquiring any of its holdings of the Corporation's Common Stock, and (ii) is
not less than the earnings per share of Common Stock of the corporation for the
four full consecutive fiscal quarters immediately preceding the record date for
solicitation of votes on such business combination, multiplied by the then
price/earnings multiple (if any) of such other entity as customarily computed
and reported in the financial community;

(c) After such other entity has acquired a ten per cent (10%) interest
and prior to the consummation of such business combination: (i) such other
entity shall have taken steps to ensure that the corporation's Board of
Directors included at all times representation by continuing director(s) (as
hereinafter defined) proportionate to the stockholdings of the corporation's
public capital stockholders not affiliated with such other entity (with a
continuing director to occupy any resulting fractional board position); (ii)
there shall have been no reduction in the rate of dividends payable on the
corporation's Common Stock except as may have been approved by a unanimous vote
of the directors; (iii) such other entity shall not have acquired any newly
issued shares of stock, directly or indirectly, from the corporation (except
upon conversion of convertible securities acquired by it prior to obtaining a
ten per cent (10%) interest or as a result of a pro rata stock dividend or stock
split); and (iv) such other entity shall not have acquired any additional shares
of the

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corporation's outstanding Common Stock or securities convertible into Common
Stock except as a part of the transaction which results in such other entity
acquiring its ten per cent (10%) interest;

(d) Such other entity shall not have (i) received the benefit, directly
or indirectly (except proportionately as a stockholder), of any loans, advances,
guarantees, pledges or other financial assistance or tax credits provided by the
corporation, or (ii) made any major change in the corporation's business or
equity capital structure without the unanimous approval of the directors, in
either case prior to the consummation of such business combination; and

(e) A proxy statement responsive to the requirements of the Securities
Exchange Act of 1934 shall be mailed to public stockholders of the corporation
for the purpose of soliciting stockholder approval of such business combination
and shall contain at the front thereof, in a prominent place, any
recommendations as to the advisability (or inadvisability) of the business
combination which the continuing directors, or any of them, may choose to state
and, if deemed advisable by a majority of the continuing directors, an opinion
of a reputable investment banking firm as to the fairness (or not) of the terms
of such business combination, from the point of view of the remaining public
stockholders of the corporation (such investment banking firm to be selected by
a majority of the continuing directors and to be paid a reasonable fee for their
services by the corporation upon receipt of such opinion).

The provisions of this Article XVI shall also apply to a business
combination with any other entity which at any time has been the beneficial
owner, directly or indirectly, of more than ten per cent (10%) of the
outstanding shares of stock of the corporation entitled to vote in elections of
directors, considered for the purposes of this Article XVI as one class,
notwithstanding the fact that such other entity has reduced its shareholdings
below ten per cent (10%) if, as of the record date for the determination of
stockholders entitled to notice of and to vote on the business combination, such
other entity is an "affiliate" of the corporation (as hereinafter defined).

2. As used in this Article XVI, (a) the term "other entity" shall
include any corporation, person or other entity and any other entity with which
it or its "affiliate" or "associate" (as defined below) has any agreement,
arrangement or understanding, directly or indirectly, for the purpose of
acquiring, holding, voting or disposing of stock of the corporation, or which is
its "affiliate" or "associate" as those terms are defined in Rule 12b-2 of the
General Rules and Regulations under the Securities Exchange Act of 1934 as in
effect on January 1, 1984, together with the successors and assigns of such
persons in any transaction or series of transactions not involving a public
offering of the corporation's stock within the meaning of the Securities Act of
1933; (b) another entity shall be deemed to be the beneficial owner of any
shares of stock of the corporation which the other entity (as defined above) has
the right to acquire pursuant to any agreement, or upon exercise of conversion
rights, warrants or options, or otherwise; (c) the outstanding shares of any
class of stock of the corporation shall include shares deemed owned through
application of clause (b) above but shall not include any other shares which may
be issuable pursuant to any agreement, or upon exercise of conversion rights,
warrants or options, or otherwise; (d) the term "business combination" shall
include any merger or consolidation of the corporation or its principal
subsidiary with or into any other corporation, or the sale or lease of all or
any substantial part of the assets of the corporation or its principal
subsidiary to, or any sale or lease to the corporation or any subsidiary thereof
in exchange for securities of the corporation or its principal subsidiary of any
assets of any other entity; (e) the term "continuing director" shall mean a
person who was a member of the Board of Directors of the corporation elected by
the public stockholders prior to the time that such other entity acquired in
excess of ten per cent (10%) of the stock of the corporation entitled to vote in
elections of directors, or a person recommended to succeed a continuing director
by a majority of continuing directors; (f) for purposes of the vote required by
this Article XVI, the term "quorum" shall mean the presence, in person or by
proxy, of the holders of ninety per cent (90%) of the total voting power of the
corporation; and (g) for the purposes of subparagraphs l(a) and (b) of this
Article XVI the term "other consideration to be received" shall mean Common
Stock of the corporation retained by its existing public stockholders in the
event of a business combination with such other entity in which the corporation
is the surviving corporation.

3. A majority of the continuing directors shall have the power and duty
to determine for the purposes of this Article XVI on the basis of information
known to them whether (a) such other entity beneficially owns more than ten per
cent (10%) of the outstanding shares of stock of the corporation entitled to
vote in elections of directors, (b) an other

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entity is an "affiliate" or "associate" (as defined above) of another or (c) an
other entity has an agreement, arrangement or understanding with another.

4. No amendment to the Charter of the corporation shall amend, alter,
change or repeal any of the provisions of this Article XVI, unless the amendment
effecting such amendment, alteration, change or repeal shall receive the
affirmative vote of ninety per cent (90%) of the total voting power present at a
shareholders meeting for which there is a quorum (as defined above); provided
that this paragraph 4 shall not apply to, and such ninety per cent (90%) vote
shall not be required for, any amendment, alteration, change, or repeal
unanimously recommended to the stockholders by the Board of Directors of the
corporation if all of such directors are persons who would be eligible to serve
as "continuing directors" within the meaning of paragraph 2 of this Article XVI.

5. Nothing contained in this Article XVI shall be construed to
relieve any other entity from any fiduciary obligation imposed by law.

ARTICLE XVII

Shareholders shall not have preemptive rights.