AMENDED
      AND RESTATED





ARTICLES
      OF ASSOCIATION




OF





BRITTON
      & KOONTZ BANK, NATIONAL ASSOCIATION





NATCHEZ,
      MISSISSIPPI







Adopted June
      15,
      1993





Amended
      and Restated November
      16, 2004








AMENDED
      AND RESTATED




ARTICLES
      OF ASSOCIATION




OF




BRITTON
      & KOONTZ BANK, NATIONAL ASSOCIATION








For
      the
      purpose of organizing an association to perform any lawful activities of
      national banks, the undersigned do enter into the following Articles of
      Association:





FIRST.
      The title of this association shall be BRITTON & KOONTZ BANK, NATIONAL
      ASSOCIATION.







SECOND.
      The main office of the association shall be in Natchez, County of Adams, State
      of Mississippi.





The
      general business of the association shall be conducted at its main office and
      its branches.





The
      association will not expand or alter its business beyond that stated in this
      article without the prior approval of the Comptroller of the
      Currency.





THIRD.
      The board of directors of this association shall consist of not less than five
      nor more than twenty-five persons, the exact number to be fixed and determined
      from time to time by resolution of a majority of the full board of directors
      or
      by resolution of a majority of the shareholders at any annual or special meeting
      thereof. Each director shall own common or preferred stock of the association
      or
      of a holding company owning the association, with an aggregate par, fair market
      or equity value of not less than $1,000, as of either (i) the date of purchase,
      (ii) the date the person became a director, or (iii) the date of that person’s
      most recent election to the board of directors, whichever is more recent. Any
      combination of common or preferred stock of the association or holding company
      may be used.





The
      board
      of directors may not increase the number of directors between meetings of
      shareholders to a number which: (1) exceeds by more than two the number of
      directors last elected by shareholders where the number was 15 or less; or
      (2)
      exceeds by more than four the number of directors last elected by shareholders
      where the number was 16 or more, but in no event shall the number of directors
      exceed 25.





If
      a
      vacancy occurs on the board of directors, including a vacancy resulting from
      an
      increase in the number of directors, the vacancy may be filled by the
      shareholders at any annual or special meeting thereof, a majority of the board
      of directors in office or, if the directors remaining in office constitute
      fewer
      than a quorum, by an affirmative vote of a majority of all the directors
      remaining in office. A director elected to fill a vacancy resulting from death,
      disability, resignation or removal shall be elected for the unexpired term
      of
      his or her predecessor in office and until the election and qualification of
      his
      or her successor. A director elected to fill a vacancy resulting from an
      increase in the number of directors shall be elected for a term expiring on
      the
      date of the expiration of the term of office of the directors serving in the
      class of directors to which such person is elected and until the election and
      qualification of his or her successor.





Despite
      the expiration of a director’s term, the director shall continue to serve until
      his or her successor is elected and qualifies or until there is a decrease
      in
      the number of directors and his or her position is eliminated.





Honorary
      or advisory members of the board of directors, without voting power or power
      of
      final decision in matters concerning the business of the association, may be
      appointed by resolution of a majority of the full board of directors, or by
      resolution of shareholders at any annual or special meeting. Honorary or
      advisory directors shall not be counted to determine the number of directors
      of
      the association or the presence of a quorum in connection with any board action,
      and shall not be required to own qualifying shares.





FOURTH:
      There shall be an annual meeting of the shareholders to elect directors and
      transact whatever other business may be brought before the meeting. It shall
      be
      held at the main office or any other convenient place the board of directors
      may
      designate, on the day of each year specified by the board of
      directors.








In
      all
      elections of directors, the number of votes each common shareholder may cast
      will be determined by multiplying the number of shares he or she owns by the
      number of directors to be elected. Those votes may be cumulated and cast for
      a
      single candidate or may be distributed among two or more candidates in the
      manner selected by the shareholder. On all other questions, each common
      shareholder shall be entitled to one vote for each share of stock held by him
      or
      her. If the issuance of preferred stock with voting rights has been authorized
      by a vote of shareholders owning a majority of the common stock of the
      association, preferred shareholders will not have cumulative voting rights
      and
      will not be included within the same class as common shareholders, for purposes
      of elections of directors.





Nominations
      for election to the board of directors may be made by the board of directors
      or
      by any stockholder of any outstanding class of capital stock of the association
      entitled to vote for election of directors. Nominations other than those made
      by
      or on behalf of the existing management shall be made in writing and be
      delivered or mailed to the president of the association not less than 14 days
      nor more than 50 days prior to any meeting of shareholders called for the
      election of directors; provided, however, that if less than 21 days notice
      of
      the meeting is given to shareholders, such nominations shall be mailed or
      delivered to the president of the association not later than the close of
      business on the seventh day following the day on which the notice of meeting
      was
      mailed. Such notification shall contain the following information to the extent
      known to the notifying shareholder:





(1)  The
      name
      and address of each proposed nominee.





(2)  The
      principal occupation of each proposed nominee.





(3)  The
      total
      number of shares of capital stock of the association that will be
      voted
      for each  proposed
      nominee.





(4)  The
      name
      and residence address of the notifying shareholder.





(5)  The
      number of shares of capital stock of the association owned by
      the notifying
      shareholder.





Nominations
      not made in accordance herewith may, in his/her discretion, be disregarded
      by
      the chairperson of the meeting, and the vote tellers may disregard all votes
      cast for each such nominee. No bylaw may unreasonably restrict the nomination
      of
      directors by shareholders.





A
      director may resign at any time by delivering written notice to the board of
      directors, its chairperson, or to the association, which resignation shall
      be
      effective when the notice is delivered unless the notice specifies a later
      effective date.





A
      director may be removed with or without cause by shareholders at a meeting
      called to remove him or her, when notice of the meeting stating that the purpose
      or one of the purposes is to remove him or her is provided to the shareholders.
      A director may not be removed if the number of votes sufficient to elect him
      or
      her under cumulative voting is voted against his or her removal.





FIFTH.
      The authorized amount of capital stock of this association shall be 5,000,000
      shares of common stock of the par value of ten dollars ($10.00) each; 5,000,000
      shares of preferred stock of the par value of ten dollars ($10.00) each; but
      said capital stock may be increased or decreased from time to time, according
      to
      the provisions of the laws of the United States.





No
      holder
      of shares of the capital stock of any class of the association shall have any
      preemptive or preferential right of subscription to any shares of any class
      of
      stock of the association, whether now or hereafter authorized, or to any
      obligations convertible into stock of the association, issued, or sold, nor
      any
      right subscription to any thereof other than such, if any, as the board of
      directors, in its discretion may from time to time determine and at such price
      as the board of directors may from time to time fix.








Unless
      otherwise specified in the articles of association or required by law, (1)
      all
      matters requiring shareholder action, including amendments to the articles
      of
      association must be approved by shareholders owning a majority voting interest
      in the outstanding voting stock, and (2) each shareholder shall be entitled
      to
      one vote per share.





Unless
      otherwise specified in the articles of association or required by law, all
      shares of voting stock shall be voted together as a class, on any matters
      requiring shareholder approval. If a proposed amendment would affect two or
      more
      classes or series in the same or a substantially similar way, all the classes
      or
      series so affected, must vote together as a single voting group on the proposed
      amendment.





The
      shares of common stock shall each have the same dividend, voting, liquidation,
      and other rights. Except in respect of the election of directors, each share
      shall be entitled to one vote.





Each
      class must have a distinguishing designation. In addition, there must be (1)
      one
      or more classes of shares that together have unlimited voting rights, and (2)
      one or more classes of shares (which may or may not include any class or classes
      of shares with voting rights) that together are entitled to receive the net
      assets of the association upon dissolution.)





The
      shares of preferred stock shall be subject to such dividend, liquidation,
      retirement, voting, preemptive, sinking fund, conversion and other rights as
      shall be determined by the board of directors at the time of issuance (in one
      or
      more series from time to time), provided that no such terms shall provide for
      payment, upon liquidation, of any premium over and above the par value plus
      any
      accumulated dividends on such preferred stock.





Shares
      of
      the same class or series may be issued as a dividend on a pro rata basis and
      without consideration. Shares of another class or series may be issued as share
      dividends in respect of class or series of stock if approved by a majority
      of
      the votes entitled to be cast by the class or series to be issued unless there
      are no outstanding shares of the class or series to be issued. Unless otherwise
      provided by the board of directors, the record date for determining shareholders
      entitled to a share dividend shall be the date the board of directors authorizes
      the share dividend.





Unless
      otherwise provided in the bylaws, the record date for determining shareholders
      entitled to notice of and to vote at any meeting is the close of business on
      the
      day before the first notice is mailed or otherwise sent to the shareholders,
      provided that in no event may a record date be more than 70 days before the
      meeting.





If
      a
      shareholder is entitled to fractional shares pursuant to preemptive rights,
      a
      stock dividend, consolidation or merger, reverse stock split or otherwise,
      the
      association may: (a) issue factional shares or; (b) in lieu of the issuance
      of
      fractional shares, issue script or warrants entitling the holder to receive
      a
      full share upon surrendering enough script or warrants to equal a full share;
      (c) if there is an established and active market in the association’s stock,
      make reasonable arrangements to provide the shareholder with an opportunity
      to
      realize a fair price through sale of the fraction, or purchase of the additional
      fraction required for a full share; (d) remit the cash equivalent of the
      fraction to the shareholder; or (e) sell full shares representing all the
      fractions at public auction or to the highest bidder after having solicited
      and
      received sealed bids from at least three licensed stock brokers; and distribute
      the proceeds pro rata to shareholders who otherwise would be entitled to the
      fractional share. The holder of a fractional share is entitled to exercise
      the
      rights of shareholder, including the right to vote, to receive dividends, and
      to
      participate in the assets of the association upon liquidation, in proportion
      to
      the fractional interest. The holder of script or warrants is not entitled to
      any
      of these rights unless the script or warrants explicitly provide for such
      rights. The script or warrants may be subject to such additional conditions
      as:
      (1) that the script or warrants will become void if not exchanged for full
      shares before a specified date; and (2) that the shares for which the script
      or
      warrants are exchangeable may be sold at the option of the association and
      the
      proceeds paid to scriptholders.





The
      association, at any time and from time to time, may authorize and issue debt
      obligations, whether or not subordinated, with the approval of the shareholders.
      Obligations classified as debt, whether or not subordinated, which may be issued
      by the association without the approval of shareholders, do not carry voting
      rights on any issue, including an increase or decrease in the aggregate number
      of the securities, or the exchange or reclassification of all or part of
      securities into securities of another class or series.








SIXTH.
      The board of directors shall appoint one of its members president of this
      association, and one of its members chairperson of the board and shall have
      the
      power to appoint one or more vice presidents, a secretary who shall keep minutes
      of the directors’ and shareholders’ meetings and be responsible for
      authenticating the records of the association, and such other officers and
      employees as may be required to transact the business of this association.
      A
      duly appointed officer may appoint one or more officers or assistant officers
      if
      authorized by the board of directors in accordance with the bylaws.





The
      board
      of directors shall have the power to:





(1)  Define
      the duties of the officers, employees, and agents of the  association.





(2)  Delegate
      the performance of its duties, but not the responsibility for its duties, to
      the
      officers, employees, and agents of the association.





(3)  Fix
      the
      compensation and enter into employment contracts with its officers and employees
      upon reasonable terms and conditions consistent with applicable
      law.





(4)  Dismiss
      officers and employees.





(5)  Require
      bonds from officers and employees and to fix the penalty thereof.





(6)  Ratify
      written policies authorized by the association’s management or committees of the
      board.





(7)  Regulate
      the manner in which any increase or decrease of the capital of the association
      shall be made, provided that nothing herein shall restrict the power of
      shareholders to increase or decrease the capital of the association in
      accordance with law, and nothing shall raise or lower from two-thirds the
      percentage required for shareholder approval to increase or reduce the
      capital.





(8)  Manage
      and administer the business and affairs of the association.





(9)  Adopt
      initial bylaws, not inconsistent with law or the articles of association, for
      managing the business and regulating the affairs of the
      association.





(10)  Amend
      or
      repeal bylaws, except to the extent that the articles of association reserve
      this power in whole or in part to shareholders.





(11)  Make
      contracts.





(12)  Generally
      perform all acts that are legal for a board of directors to
      perform.





SEVENTH.
      The board of directors shall have the power to change the location of the main
      office to any other place within the limits of Natchez, Mississippi, without
      the
      approval of the shareholders, and shall have the power to establish or change
      the location or any branch or branches of the association to any other location
      permitted under applicable law, without the approval of the shareholders subject
      to approval by the Office of the Comptroller of the Currency.





EIGHTH.
      The corporate existence of this association shall continue until termination
      according to the laws of the United States.





NINTH.  The
      board
      of directors of this association, or any three or more shareholders owning,
      in
      the aggregate, not less than 25 percent of the stock of this association, may
      call a special meeting of shareholders at any time. Unless otherwise provided
      by
      the bylaws or the laws of the United States, or waived by shareholders, a notice
      of the time, place, and purpose of every annual and special meeting of the
      shareholders shall be given by first-class mail, postage prepaid, mailed at
      least 10, or no more than 60, days prior to the date of the meeting to each
      shareholder of record at his/her address as shown upon the books of this
      association. Unless otherwise provided by the bylaws, any action requiring
      approval of shareholders must be effected at a duly called annual or special
      meeting.








TENTH.  Any
      director, officer, employee or their heirs, executors, or administrators shall
      be indemnified or reimbursed by the association for reasonable expenses actually
      incurred in connection with any action, suit or proceeding, civil or criminal,
      to which he/she or they shall be made a party by reason of his/her being or
      having been a director, officer, or employee of the association or of any firm,
      corporation, or organization which he/she served in any such capacity at the
      request of the association; provided, however, that no person shall be so
      indemnified or reimbursed in relation to any matter in such action, suit, or
      proceeding as to which he/she shall finally be adjudged to have been guilty
      of
      or liable for gross negligence, willful misconduct or criminal acts in the
      performance of his/her duties to the association; And, provided further, that
      no
      person shall be so indemnified or reimbursed in relation to any matter in such
      action, suit, or proceeding which has been made the subject of a compromise
      settlement except with the approval of a court of competent jurisdiction, or
      the
      holders of record of a majority of the outstanding shares of the association,
      or
      the board of directors, acting by vote of directors not parties to the same
      or
      substantially the same action, suit, or proceeding, constituting a majority
      of
      the whole number of directors; And, provided further, that no person shall
      be so
      indemnified against expenses, penalties, or other payments incurred in an
      administrative proceeding or action instituted by an appropriate bank regulatory
      agency which proceeding or action results in a final order assessing civil
      money
      penalties, removing or prohibiting an indemnified person from participating
      in
      the conduct of the affairs of this association or requiring affirmative action
      by an individual or individuals in the form of payments to the bank. The
      foregoing right of indemnification or reimbursement shall not be exclusive
      of
      other rights to which such director, officer, employee or their heirs,
      executors, or administrators, may be entitled as a matter of law.





The
      association may, upon affirmative vote of a majority of its board of directors,
      purchase insurance to indemnify its directors, officers, and other employees
      to
      the extent that such indemnification is allowed in these articles of
      association. Such insurance may, but need not, be for the benefit of all
      directors, officers, or employees.





ELEVENTH.
      These articles of association may be amended at any regular or special meeting
      of the shareholders by the affirmative vote of the holders of a majority of
      the
      stock of this association, unless the vote of the holders of a greater amount
      of
      stock is required by law, and in that case by the vote of the holders of such
      greater amount.





The
      association’s board of directors may propose one or more amendments of the
      articles of association for submission to the shareholders.








Dated:
      November 16, 2004    __________________________________________


Assistant
      Secretary





**ARTICLES
      OF AMENDMENT**




**TO**




**RESTATED
      ARTICLES OF ASSOCIATION**




**OF**




**BRITTON
      & KOONTZ CAPITAL CORPORATION**








Pursuant
      to the provisions of Section 79-4-10.06 of the Mississippi Business Corporation
      Act, Britton & Koontz Capital Corporation adopts the following Articles of
      Amendment to its Restated Articles of Association:







ONE:
      The
      name of the corporation is Britton & Koontz Capital
      Corporation.





TWO: The following amendment of the Restated Articles of Association was
      approved by the shareholders of the corporation on April 25, 2006 in the manner
      required by the Mississippi Business Corporation Act and by the Restated
      Articles of Association:





RESOLVED,
      that the Restated Articles of Association of Britton & Koontz Capital
      Corporation are hereby amended by adding an Article Thirteenth, which shall
      read
      as follows:





“THIRTEENTH:  Holders
      of the Corporation’s capital stock shall not be entitled to cumulate their votes
      in the election of directors of the Corporation.”





THREE:
      The number of shares of stock of Britton & Koontz Capital Corporation
      outstanding at the time of adoption of the foregoing amendment was two million
      one hundred seventeen thousand eighty-six (2,117,086) shares of common stock,
      all of one class, and the number of shares entitled to vote on such amendment
      was two million one hundred seventeen thousand eighty-six (2,117,086)
      shares.





FOUR:
      The
      number of shares voting for the amendment to eliminate cumulative voting in
      the
      election of directors of the corporation was ___________, the number of shares
      voting against such amendment was ___________, and the number of shares
      abstaining from the vote on such amendment was ___________.





Executed
      by the undersigned President and Chief Executive Officer of Britton & Koontz
      Capital Corporation , on this 25th day of April, 2006, at Natchez,
      Mississippi.





BRITTON
&
KOONTZ
      CAPITAL CORPORATION





/s/
      W. Page Ogden  Name:  W.
      Page
      Ogden


Title:  President
      and Chief Executive Officer