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                                               EXHIBIT 3.2

                           BY-LAWS OF
                      HIBERNIA CORPORATION
             (hereinafter called the "Corporation")


                            ARTICLE I

                    Meetings of Shareholders

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

     Section 1.2.  Special Meetings.

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

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

     Section 1.3.  Shareholder Proposals.  

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

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

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

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

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

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

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

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

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

     Section 1.4.  Quorum.

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

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

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

     Section 1.6.  Voting.

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

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

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


                           ARTICLE II

                       Board of Directors

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

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

     Section 2.3.  Qualifications. 

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

     (b)  No individual shall be eligible for election as a
director who has attained the age of 71 prior to the date of such
election.  Any director who attains the age of 71 may remain in
office until the next succeeding annual meeting of shareholders, at
which time such director shall retire from the Board of Directors.
Notwithstanding the provisions of this paragraph (b), the Board of
Directors may, upon a finding that circumstances exist which make
it likely that the retirement of a particular director could result
in harm to the business or prospects of the Corporation and upon a
vote of not less than 2/3 of the entire Board of Directors, permit
a director who will have attained the age of 71 prior to the next
succeeding annual meeting of shareholders but whose term as a
director would otherwise continue until a subsequent annual meeting
to continue to serve as a director until the expiration of such
term.

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

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

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

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

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

     Section 2.6.   Removal.

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

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

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






                           ARTICLE III

              Committees of the Board of Directors

     Section 3.1.  Audit Committee.

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

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

     (c)  The Audit Committee shall have the authority to select 
and retain outside counsel to assist in the performance of its
duties.
     
     Section 3.2.   Executive Compensation Committee.

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

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

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

     Section 3.3.   Executive Committee.

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

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

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

     Section 3.4.   Board Governance Committee.

     (a)  At any time and from time to time, the Board of Directors
may designate a Board Governance Committee of the Board of
Directors to consist of three or more nonemployee directors of the
Corporation.

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

     Section 3.5.   Other Committees.   At any time and from time
to time the Board of Directors may designate one or more additional
committees of the Board of Directors, each such committee to have
such name, to consist of such persons and to exercise such powers
as may be determined from time to time by the Board of Directors.

     Section 3.6.   General Provisions.

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

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

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

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


                           ARTICLE IV

                  Board and Committee Meetings

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

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

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

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

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

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

     Section 4.7.  Quorum.

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

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

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

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

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

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

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

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

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

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

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


                            ARTICLE V

                            Officers

     Section 5.1.  Principal Officers.  

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

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

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

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

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

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

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

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

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

     Section 5.7.   Vice Chairman of the Board.   There shall be 
one or more Vice Chairmen of the Board of Directors.  At least one
such Vice Chairman of the Board shall be a member of the Board of
Directors who is not otherwise an employee of the Corporation or 
any of its subsidiaries, and such non-employee Vice Chairman shall,
in the absence of the Chairman of the Board, preside at meetings of
shareholders, the Board of Directors and, unless another person is
designated Chairman of the Executive Committee, the Executive
Committee and shall perform such other duties as may be assigned 
him by the Board of Directors.  Such non-employee Vice Chairman may
also serve as a member of any other committee of the Board of
Directors.

     Other Vice Chairmen of the Board of Directors shall perform 
such duties as may be assigned from time to time by the Board of 
Directors, and may serve as members of any committees of the Board
of Directors.

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

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

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

     Section 5.11.  Chief Accounting Officer.  The Chief Accounting
Officer shall have the overall responsibility and authority for
management and oversight of the accounting and financial control
functions of the Corporation and shall have such specific duties as
may be assigned from time to time by the Board of Directors or the
Chief Executive Officer.
     
     Section 5.12. Treasurer.  The Treasurer shall have all
authority and perform all duties incident to the office of
treasurer of a corporation and have and exercise all such other
powers as from time to time may be assigned by the Board of
Directors, the Chief Executive Officer, or the President.
  
     Section 5.13.  Secretary.  The Secretary shall:

     (1) attend all meetings of shareholders and the Board of
Directors and keep minutes of all such meetings in records provided
for that purpose;

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

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

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

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

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

     (7)  in general, have all authority and perform all duties
incident to the office of secretary of a corporation and have and
exercise all such other powers as from time to time may be assigned
by the Board of Directors, the Chief Executive Officer, or the
President.
     
     Section 5.14.  Assistant Treasurers and Assistant Secretaries. 
Each Assistant Treasurer and Assistant Secretary shall have the
authority and perform the duties of the Treasurer or the Secretary,
as the case may be, in the absence or disability of the Treasurer
or the Secretary, respectively, and shall have and exercise such 
powers as from time to time may be assigned by the Board of
Directors, the Chief Executive Officer, the President, or by the 
Treasurer or the Secretary, respectively.


                           ARTICLE VI

                      Certificates of Stock

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

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

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


                           ARTICLE VII

                    Miscellaneous Provisions

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

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

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

                          ARTICLE VIII

                           Amendments

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


As approved by the Board of Directors on September 4, 1991; amended
January 26, 1993, February 17, 1993, June 22, 1993, January 25,
1994, March 14, 1995 and September 19, 1995.