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                                   EXHIBIT 3.1


                            ARTICLES OF INCORPORATION


                              HIBERNIA CORPORATION


                             NEW ORLEANS, LOUISIANA


                                    EFFECTIVE

                                      AS OF


                               SEPTEMBER 30, 1996




                            ARTICLES OF INCORPORATION

                                    ARTICLE I

                                      NAME

              The name of the corporation is HIBERNIA CORPORATION.


                                   ARTICLE II

                                    PURPOSES

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


                                   ARTICLE III

                                  CAPITAL STOCK

         1. The  total  number  of  shares  of all  classes  of stock  which the
Corporation   shall  have   authority   to  issue  is  three   hundred   million
(300,000,000),  of which  two  hundred  million  (200,000,000)  shares  shall be
designated  as Class A Common  Stock of no par  value  and one  hundred  million
(100,000,000)  shares shall be designated as Preferred Stock, without par value.
The designations, voting powers, preferences and relative participating,  option
or other special rights, and the qualifications,  limitations or restrictions of
the above classes of stock of the  Corporation,  and the authority  with respect
thereto expressly vested in the Board of Directors of the Corporation,  shall be
as set forth in this Article III.

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

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

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

         5. Common Stock

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

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

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

         6. Preferred Stock

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

                  (a) The designation of such series.

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

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

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

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

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

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

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

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

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



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

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

                  (b)      Dividends.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                  (c)      Liquidation Preference.

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

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


                  (d)      Redemption.

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

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

<TABLE>
<CAPTION>

                  REDEMPTION PERIOD                REDEMPTION PRICE PER SHARE

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

         October 1, 1997 to September 30, 1998                          52.00

         October 1, 1998 to September 30, 1999                          51.50

         October 1, 1999 to September 30, 2000                          51.00

         October 1, 2000 to September 30, 2001                          50.50

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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




                                   ARTICLE IV

                               BOARD OF DIRECTORS

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

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

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


                                    ARTICLE V

                   INDEMNIFICATION AND LIMITATION OF LIABILITY
                            OF DIRECTORS AND OFFICERS

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

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


                                   ARTICLE VI

                                   AMENDMENTS

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


                                   ARTICLE VII

                             MERGER OR CONSOLIDATION

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


                                  ARTICLE VIII

                               UNCLAIMED PROPERTY

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


                                   ARTICLE IX

                              Transfer Restrictions

         (a) Certain  Definitions.  As used in this  Article  IX, the  following
terms have the following respective meanings:

                  "Corporation  Securities"  means (i) shares of common stock of
the  Corporation,  (ii)  shares of  preferred  stock of the  Corporation,  (iii)
warrants,  rights,  or  options  (within  the  meaning  of  Treasury  Regulation
ss.1.382-2T(h)(4)(v)) to purchase stock of the Corporation from the Corporation,
and (iv) any other interests that would be treated as "stock" of the Corporation
pursuant to Treasury Regulation ss.1.382-2T(f)(18).

                  "Percentage  Stock Ownership" means percentage stock ownership
as determined in accordance  with Treasury  Regulation  ss.ss.1.382-2T(g),  (h),
(j), and (k).

                  "Five-Percent  Shareholder" means a Person or group of Persons
that is identified as a "five-percent  shareholder" of the Corporation  pursuant
to Treasury Regulation ss.1.382-2T(g)(1).

                  "Person"  means an  individual,  corporation,  estate,  trust,
association, company, partnership, or similar organization.

                  "Prohibited   Transfer"   means  any  purported   Transfer  of
Corporation  Securities to the extent that such Transfer is prohibited  and void
under this Article IX.

                  "Restriction Release Date" means December 29, 1995.

                  "Transfer" means any sale, transfer, assignment,  conveyance,
pledge, or other disposition.

                  "Treasury  Regulation  ss.1.382-2T" means the temporary income
tax regulations  promulgated  under section 382 of the Internal  Revenue Code of
1986, as amended, and any successor regulations. References to any subsection of
such regulations include references to any successor subsection thereof.


         (b)      Restrictions

                  (i) Any attempted Transfer of Corporation  Securities prior to
the  Restriction   Release  Date,  or  any  attempted  Transfer  of  Corporation
Securities  pursuant  to an  agreement  entered  into  prior to the  Restriction
Release Date shall be  prohibited  and void ab initio to the extent  that,  as a
result of such  Transfer (or any series of Transfers of which such Transfer is a
part),  either (1) any Person or group of Persons  shall  become a  Five-Percent
Shareholder,  or (2) the Percentage Stock Ownership  interest in the Corporation
of any Five-Percent Shareholder shall be increased.

         (c) Certain  Exceptions.  The restrictions set forth in clauses (i) and
(ii) of paragraph (b) of this Article IX shall not apply to:

                  (i) Any  Transfer  which has been  approved  in advance by the
Board of Directors,  which  approval may be withheld only if, in the judgment of
the Board of Directors, such Transfer may result in any limitation on the use of
the Corporation's net operating loss carryforwards, tax losses recognized in the
future, or other tax attributes;

                  (ii)  Any  Transfer   made  in  compliance   with   exceptions
established from time to time by resolution of the Board of Directors.

         (d)      Treatment of Excess Securities

                  (i) No employee or agent of the  Corporation  shall record any
Prohibited Transfer,  and the purported transferee of such a Prohibited Transfer
(the  "Purported  Transferee")  shall not be recognized as a shareholder  of the
Corporation for any purpose whatsoever in respect of the Corporation  Securities
which are the subject of the  Prohibited  Transfer  (the  "Excess  Securities").
Until the Excess Securities are acquired by another Person in a Transfer that is
not a Prohibited  Transfer,  the Purported Transferee shall not be entitled with
respect  to  such  Excess  Securities  to  any  rights  of  shareholders  of the
Corporation,  including  without  limitation,  the  right  to vote  such  Excess
Securities and to receive  dividends or  distributions in liquidation in respect
thereof,  if any.  Once the Excess  Securities  have been acquired in a Transfer
that is not a  Prohibited  Transfer,  the  Securities  shall  cease to be Excess
Securities.

                  (ii) If the Board of Directors  determines  that a Transfer of
Corporation  Securities  constitutes a Prohibited  Transfer  then,  upon written
demand by the Corporation,  the Purported  Transferee shall transfer or cause to
be  transferred  any  certificate  or other  evidence of ownership of the Excess
Securities  within the Purported  Transferee's  possession or control,  together
with any  dividends or other  distributions  that were received by the Purported
Transferee  from  the  Corporation   with  respect  to  the  Excess   Securities
("Prohibited  Distributions"),  to an agent designated by the Board of Directors
which agent shall be the  transfer  agent for the  Corporation  Securities  (the
"Agent"). The Agent shall thereupon sell the Excess Securities transferred to it
in an arm's-length  transaction (over the New York Stock Exchange, if possible).
If the Purported  Transferee  has resold the Excess Shares before  receiving the
Corporation's  demand to surrender the Excess Shares to the Agent, the Purported
Transferee  shall be deemed to have sold the Excess  Shares  for the Agent,  and
shall be required to transfer to the Agent any Prohibited  Distributions and the
proceeds  of such  sale,  except to the  extent  that the Agent  grants  written
permission  to the  Purported  Transferee  to  retain a  portion  of such  sales
proceeds  not  exceeding  the amount that the  Purported  Transferee  would have
received from the Agent pursuant to paragraph (d)(iii) of this Article IX if the
Agent rather than the Purported Transferee had resold the Excess Shares.

                  (iii) The Agent  shall  apply any  proceeds of a sale by it of
Excess Shares and, if the Purported  Transferee has previously resold the Excess
Shares, any amounts received by it from a Purported  Transferee as follows:  (1)
first,  such amounts shall be paid to the Agent to the extent necessary to cover
its costs and expenses  incurred in connection  with its duties  hereunder;  (2)
second, any remaining amounts shall be paid to the Purported  Transferee,  up to
the amount paid by the Purported  Transferee  for the Excess Shares (or the fair
market  value,  calculated  on  the  basis  of  the  closing  market  price  for
Corporation  Securities on the day before the Transfer,  of the Excess Shares at
the  time  of the  attempted  Transfer  to the  Purported  Transferee  by  gift,
inheritance,  or similar Transfer), which amount (or fair market value) shall be
determined  in the  discretion  of the Board of  Directors;  and (3) third,  any
remaining  amounts  shall be paid in equal  shares to the United Way serving the
New Orleans region, the Aquarium of the Americas,  Baptist Hospital and Covenant
House of New  Orleans.  The  recourse of any  Purported  Transferee  against any
Purported  Transferor in respect of any Prohibited  Transfer shall be limited to
the amount specified in clause (2) of the preceding sentence.  In no event shall
amounts due to the Purported Transferor pursuant to this Article IX inure to the
benefit of the Corporation.

                  (iv) If the Purported Transferee fails to surrender the Excess
Shares or the  proceeds of a sale thereof to the Agent  within  thirty  business
days from the date on which the Corporation makes a demand pursuant to paragraph
(d)(ii) of this Article,  then the Corporation shall institute legal proceedings
to compel the surrender.

                  (v)  The  Corporation  shall  make  the  demand  described  in
paragraph  (d) (ii) of this  Article IX within  thirty days of the date on which
the Board of Directors  determines  that the attempted  Transfer would result in
Excess Securities;  provided, however, that if the Corporation makes such demand
at a later date, the provisions of this Article shall apply nonetheless.

         (e)      Bylaws, Legends, Etc.

                  (i) The  Bylaws  of the  Corporation  shall  make  appropriate
provisions to effectuate the requirements of this Article IX.

                  (ii)  All  certificates  representing  Corporation  Securities
issued  after the  effectiveness  of this  Article IX shall bear a legend to the
effect that such Corporation  Securities and any Corporation Securities acquired
upon exercise or conversion of such  Corporation  Securities  are subject to the
restrictions set forth in this Article IX.

                  (iii) A majority of the  Directors  of the  Corporation  shall
have the power to determine all matters  necessary to determine  compliance with
this Article IX,  including  without  limitation (1) whether a new  Five-Percent
Shareholder  would be required to be  identified in certain  circumstances,  (2)
whether a Transfer is a Prohibited Transfer,  (3) the Percentage Stock Ownership
in the Corporation of any  Five-Percent  Shareholder,  (4) whether an instrument
constitutes a Corporation Security, (5) the amount (or fair market value) due to
a  Purported  Transferee  pursuant to clause (2) of  paragraph  (d)(iii) of this
Article  IX,  and (6)  any  other  matters  which a  majority  of the  Directors
determine to be relevant;  and the good faith determination of a majority of the
Directors on such matters shall be  conclusive  and binding for all the purposes
of this Article IX.