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  shareholder(s)  holding  in the
aggregate  one-fifth or more of the total voting power,  such written request to
state the  purpose(s) of the meeting and to be delivered to the  Secretary,  the
Secretary  shall call a special meeting of shareholders to be held at such time,
on such date and in such place as the Secretary may fix.

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

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

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

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

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

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

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

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

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

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

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

         Section 1.4.      Quorum.
                           ------

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

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

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

         Section 1.6.      Voting.
                           ------

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

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

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

                                   ARTICLE II

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

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

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

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

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

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

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

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

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

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

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

         Section 2.6.      Removal.
                           -------

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

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

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


                                   ARTICLE III

                      Committees of the Board of Directors

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


                                   ARTICLE IV

                          Board and Committee Meetings

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

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

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

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

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

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

         Section 4.7.      Quorum.
                           ------

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

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

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

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

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

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

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

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

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

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

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

                                    ARTICLE V

                                    Officers

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

         Section 5.14.     Secretary.  The Secretary shall:
                           ---------

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

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

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

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

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

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

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

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



                                   ARTICLE VI

                              Certificates of Stock

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

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

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

                                   ARTICLE VII

                            Miscellaneous Provisions

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

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

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



                                  ARTICLE VIII

                                   Amendments

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

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