DEPOSIT GUARANTY CORP.

                                     BYLAWS








                                   As Amended
                                 August 19, 1997


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                                TABLE OF CONTENTS

                             DEPOSIT GUARANTY CORP.

                                     BYLAWS

                                                                           PAGE
                                                                            NO.

ARTICLE I.  OFFICES

         Section 1.  Principal Office                                        1
         Section 2.  Registered Office                                       1


ARTICLE II.  SHAREHOLDERS

         Section 1.   Annual Meeting                                         1
         Section 2.   Special Meetings                                       1
         Section 3.   Place of Meeting                                       2
         Section 4.   Notice of Meeting                                      2
         Section 5.   Closing of Transfer Books or                           2
                             Fixing of Record Date
         Section 6.   Voting Lists                                           3
         Section 7.   Quorum                                                 3
         Section 8.   Proxies                                                3
         Section 9.   Voting of Shares                                       4
         Section 10.  Voting of Shares by Certain Holders                    4
         Section 11.  Cumulative Voting                                      4
         Section 12.  Shares Held by Nominees                                5
         Section 13.  Corporation's Acceptance of Votes                      5


ARTICLE III.  BOARD OF DIRECTORS

         Section 1.   General Powers                                         5
         Section 2.   Number, Tenure and Qualifications                      5
         Section 3.   Regular Meetings                                       6
         Section 4.   Special Meetings                                       6
         Section 5.   Quorum and Voting                                      7
         Section 6.   Manner of Acting                                       7
         Section 7.   Action Without a Meeting                               7
         Section 8.   Vacancies                                              7
         Section 9.   Compensation                                           7
         Section 10.  Presumption of Assent                                  7
         Section 11.  Executive and Other Committees                         8
         Section 12.  Participation by Telephonic or                         8
                              Other Means
         Section 13.  Voting of Shares in Other Corporations                 8
         Section 14.  Honorary Director                                      8


ARTICLE IV.  OFFICERS

         Section 1.   Appointment and Number                                 8
         Section 2.   Tenure of Office                                       9
         Section 3.   Nature of Employment & Termination of Officers         9
         Section 4.   Vacancies                                              9
         Section 5.   Chairman of the Board                                  9
         Section 6.   President                                              9



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Corp. Bylaws
Table of Contents

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         Section 7.   Vice President                                         9
         Section 8.   Secretary                                             10
         Section 9.   Chief Financial Officer                               10
         Section 10.  Assistant Secretaries and                             10
                              Assistant Treasurers
         Section 11.  Salaries                                              10
         Section 12.  Bonds                                                 10


ARTICLE V.   CERTIFICATES FOR SHARES AND THEIR TRANSFER

         Section 1.   Certificates for Shares                               10
         Section 2.   Transfer of Shares                                    11


ARTICLE VI.  FISCAL YEAR                                                    11


ARTICLE VII.  DISTRIBUTION                                                  11


ARTICLE VIII.  CORPORATE SEAL                                               11


ARTICLE IX.  WAIVER OF NOTICE                                               11


ARTICLE X.  AMENDMENTS                                                      12


ARTICLE XI.  EMERGENCY BYLAWS                                               12


ARTICLE XII.  MISCELLANEOUS PROVISIONS                                      13

         Section 1.  Execution of Instruments                               13
         Section 2.  Capital Expenditures                                   13









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                             DEPOSIT GUARANTY CORP.

                                     BYLAWS

                                    ARTICLE I

                                     Offices

         Section 1. Principal Office. The principal office of the Corporation in
the State of  Mississippi  shall be  located in the City of  Jackson,  County of
Hinds County.  The  Corporation  may have such other  offices,  either within or
without the State of Mississippi,  as the Board of Directors may designate or as
the business of the corporation may require from time to time.

         Section 2. Registered  Office. The registered office of the Corporation
required by the  Mississippi  Business  Corporation  Act to be maintained in the
State of  Mississippi  may be,  but need not be,  identical  with the  principal
office in the State of Mississippi, and the address of the registered office may
be changed from time to time by the Board of Directors
as provided by law.

                                   ARTICLE II

                                  Shareholders

         Section 1. Annual Meeting.  The annual meeting of shareholders shall be
held on the  third  Tuesday  in the month of April in each year at such time and
place  as may be  determined  by the  Directors,  for the  purpose  of  electing
Directors and for the  transaction  of such other  business as may properly come
before the meeting.  If the date fixed for the annual  meeting  shall be a legal
holiday  in the State of  Mississippi,  such  meeting  shall be held on the next
succeeding business day.

         If the  election of Directors  shall not be held on the day  designated
herein  for  any  annual  meeting  of the  shareholders,  or at any  adjournment
thereof, the Board of Directors shall cause the election to be held at a special
meeting of the shareholders as soon thereafter as conveniently may be.

         Section 2. Special Meetings. Special meetings of the shareholders,  for
any purpose or purposes,  unless otherwise  prescribed by statute, may be called
by the Board of  Directors,  by the Chairman of the Board of Directors or by the
President.  Unless the  Articles of  Incorporation  provide  otherwise,  special
meetings of the  shareholders  shall be called by the Chairman if the holders of
at least ten  percent  (10%) of all the votes  entitled  to be cast on any issue
proposed to be considered at the proposed special meeting sign, date and deliver
to the  Corporation's  Secretary  one or more  written  demands  for the meeting
describing  the purpose or purposes for which it is to be held. If not otherwise
fixed  under  applicable  law,  the  record  date for  determining  shareholders
entitled to demand a special meeting is the date the first shareholder signs the
demand.  Business  transacted at all special  meetings shall be confined to such
business as is properly brought before the meeting in accordance with the Bylaws
and as is stated in the notice.

         To be properly brought before a meeting,  business must be specified in
the notice of meeting (or any  supplement  thereto) given by or at the direction
of the Board and (a) properly  brought before the meeting by or at the direction
of the Board or (b) properly  brought  before the meeting by a  shareholder.  In
addition  to any other  applicable  requirements,  for  business  to be properly
brought  before a meeting  by a  shareholder,  the  shareholder  must have given
timely  notice  thereof in writing to the  Secretary of the  Corporation.  To be
timely,  a  shareholder's  notice must be delivered to or mailed and received by
the  Secretary of the  Corporation,  not less than sixty (60) days nor more than
seventy-five (75) days prior to the meeting if the meeting is an annual meeting,
and not less than forty (40) nor more than sixty (60) days prior to the  meeting
if the meeting is a special meeting;  provided,  however, that in the event that
less than sixty (60) days' notice or prior public  disclosure of the date of the
annual meeting is given or made to shareholders, notice by the shareholder to be
timely must be so received not later than the close of business on


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Deposit Guaranty Corp. Bylaws
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the  fifteenth  (15th) day following the day on which such notice of the date of
the annual  meeting was mailed or such  public  disclosure  was made,  whichever
first occurs. A shareholder's notice to the Secretary shall set forth as to each
matter  the  shareholder  proposes  to  bring  before  the  meeting  (i) a brief
description  of the  business  desired to be brought  before the meeting and the
reasons for  conducting  such business at the meeting,  (ii) the name and record
address of the shareholder  proposing such business,  (iii) the class and number
of shares of the Corporation  which are  beneficially  owned by the shareholder,
and (iv) any material interest of the shareholder in such business.

         Notwithstanding  anything  in the Bylaws to the  contrary,  no business
shall be conducted at any meeting  except in accordance  with the procedures set
forth in this Section 2, provided, however, that nothing in this Section 2 shall
be deemed to preclude  discussion by any  shareholder  of any business  properly
brought before an annual meeting.

         The Chairman of a meeting shall,  if the facts  warrant,  determine and
declare to the meeting that business was not properly brought before the meeting
in  accordance  with the  provisions  of this  Section  2, and if he  should  so
determine, he shall so declare to the meeting and any such business not properly
brought before the meeting shall not be transacted.

         Section 3. Place of Meeting.  The Board of Directors  may designate any
place,  either within or without the State of Mississippi for any annual meeting
or for any special meeting.  A valid waiver of notice signed by all shareholders
entitled to notice may designate  any place,  either within or without the State
of Mississippi  as the place for any annual meeting or for any special  meeting.
Unless the notice of the meeting states otherwise,  the meeting shall be held at
the Corporation's principal office.

         Section 4. Notice of Meeting. The Corporation shall notify shareholders
entitled to vote at the  meeting of the date,  time and place of each annual and
special  shareholders'  meeting  no fewer than ten (10) nor more than sixty (60)
days  before  the  meeting  date,  either  personally  or by mail,  by or at the
direction of the officer or persons calling the meeting.  Unless  applicable law
or the Articles of Incorporation  require otherwise,  the Corporation shall give
notice only to  shareholders  entitled to vote at the  meeting.  Notice shall be
deemed to be delivered  when  deposited in the United States mail,  addressed to
the  shareholder at his address as it appears on the stock transfer books of the
Corporation, with postage thereon prepaid.

         Unless  applicable  law  or  the  Articles  of  Incorporation   require
otherwise,  notice of an annual  meeting need not include a  description  of the
purpose or purposes for which the meeting is called. Notice of a special meeting
must include a  description  of the purpose or purposes for which the meeting is
called.

         Unless  these  Bylaws  require  otherwise,  if  an  annual  or  special
shareholders'  meeting is adjourned to a different date,  time or place,  notice
need not be given of the new date,  time or place if the new date, time or place
is announced  at the meeting  before  adjournment.  If a new record date for the
adjourned  meeting  is or must be fixed  under  applicable  law or  Article  II,
Section 5 of these  Bylaws,  however,  notice of the  adjourned  meeting must be
given under this  section to persons who are  shareholders  as of the new record
date.

         Section 5. Closing of Transfer  Books or Fixing of Record Date. For the
purpose  of  determining  shareholders  entitled  to notice  of a  shareholders'
meeting,  to demand a special meeting,  to vote or to take any other action, the
Board of Directors of the Corporation may fix the record date,  which may not be
more  than  seventy  (70)  days  before  the  meeting  or  action   requiring  a
determination of shareholders.  If not otherwise fixed by law or by the Board of
Directors,  the record date for determining  shareholders  entitled to notice or
and to vote at an  annual  or  special  shareholders'  meeting  is the  close of
business on the day before the first notice is delivered to shareholders. If the
Board of  Directors  does not fix the record date for  determining  shareholders
entitled  to a  distribution  (other  than the one  involving  a  repurchase  or
reacquisition of shares), it is the date the Board of Directors authorizes the


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Deposit Guaranty Corp. Bylaws
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distribution.  A determination of shareholders  entitled to notice of or to vote
at a  shareholders'  meeting is  effective  for any  adjournment  of the meeting
unless the Board of  Directors  fixes a new record  date which it must do if the
meeting is adjourned to a date more than one hundred twenty (120) days after the
date fixed for the original meeting.

         Section 6. Voting Lists. After fixing a record date for a meeting,  the
Corporation  shall  prepare  an  alphabetical  list  of the  names  of  all  its
shareholders  who are entitled to notice of a  shareholders'  meeting.  The list
shall be  arranged by voting  group (and  within  each voting  group by class or
series of shares)  and show the  address  of and  number of shares  held by each
shareholder.

         The  shareholders'  list  shall  be  available  for  inspection  by any
shareholder beginning two (2) business days after notice of the meeting is given
for which the list was  prepared  and  continuing  through the  meeting,  at the
Corporation's principal office or at a place identified in the meeting notice in
the city where the meeting  will be held. A  shareholder,  his agent or attorney
shall be entitled on written demand to inspect and,  subject to the requirements
of applicable  law, to copy the list during  regular  business  hours and at his
expense, during the period it is available for inspection. The Corporation shall
make the shareholders' list available at the meeting,  and any shareholder,  his
agent or attorney is entitled to inspect the list at any time during the meeting
or any adjournment.

         Section 7. Quorum.  Unless the Articles of  Incorporation or applicable
law impose other  quorum  requirements,  a majority of the votes  entitled to be
cast on the matter by a voting group,  represented in person or by proxy,  shall
constitute a quorum of that voting group for action on that matter. If less than
a majority of the outstanding shares are represented at a meeting, a majority of
the shares so  represented  may adjourn the  meeting  from time to time  without
further  notice  except as may be  required  by Article  II,  Section 4 of these
Bylaws or by applicable  law. At such adjourned  meeting at which a quorum shall
be present or represented,  any business may be transacted which might have been
transacted at the meeting as originally noticed.

         Shares entitled to vote as a separate voting group may take action on a
matter at a meeting only if a quorum of those shares exists with respect to that
matter.   Unless  the  Articles  of  Incorporation  or  applicable  law  provide
otherwise,  a majority of votes  entitled to be cast on the matter by the voting
group constitutes a quorum of that voting group for action on that matter.  Once
a share is  represented  for any purpose at a meeting,  it is deemed present for
quorum purposes for the remainder of the meeting and for any adjournment of that
meeting unless a new record date is or must be set for that adjourned meeting.

         Section  8.  Proxies.  A  shareholder  may  appoint  a proxy to vote or
otherwise act for him by signing an appointment  form,  either  personally or by
his  attorney-in-fact.  An  appointment of a proxy is effective when received by
the  Secretary or other  officer or agent  authorized  to tabulate  votes of the
Corporation before or at the time of the meeting.  No appointment shall be valid
after eleven (11) months from the date of its execution,  unless a longer period
is expressly  provided in the  appointment  form. An  appointment  of a proxy is
revocable by the shareholder  unless the appointment form  conspicuously  states
that it is  irrevocable  and that the  appointment  is coupled with an interest.
Appointments  coupled with an interest include the appointment of (1) a pledgee;
(2) a person who purchased or agreed to purchase the shares; (3) a creditor of a
corporation who extended it credit under terms requiring the appointment; (4) an
employee of a corporation whose employment contract requires the appointment; or
(5) a party to a voting agreement created under applicable law.

         The death or incapacity of the shareholder  appointing a proxy does not
affect the right of the  Corporation  to accept  the  proxy's  authority  unless
notice of the death or  incapacity is received by the Secretary or other officer
or agent  authorized to tabulate votes before the proxy  exercises his authority
under the appointment. An appointment made


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Deposit Guaranty Corp. Bylaws
Page Four


irrevocable  because it is coupled with an interest is revoked when the interest
with which it is  coupled  is  extinguished.  A  transferee  for value of shares
subject to an irrevocable  appointment  may revoke the appointment if he did not
know of its  existence  when he  acquired  the shares and the  existence  of the
irrevocable   appointment  was  not  noted   conspicuously  on  the  certificate
representing  the shares or on the  information  statement  for  shares  without
certificates.

         Subject to applicable law and to any express  limitation on the proxy's
authority appearing on the face of the certificate,  the Corporation is entitled
to accept the proxy's vote or other action as that of the shareholder making the
appointment.

         Section 9. Voting of Shares. Subject to the provisions of Section 11 of
this Article II, each  outstanding  share  entitled to vote shall be entitled to
one vote upon each matter submitted to a vote at a meeting of shareholders. If a
quorum  exists,  action on a matter  (other than the election of Directors) by a
voting group is approved if the votes cast within the voting group  favoring the
action  exceed the votes cast  opposing  the  action,  unless  the  Articles  of
Incorporation  or applicable law require a greater number of affirmative  votes.
Voting at all meetings may be oral, but any qualified voter may demand a vote by
ballot,  and each such ballot shall state the name of the shareholder voting and
the number of shares  voted by him;  and if such  ballot be cast by a proxy,  it
shall also state the name of such proxy.

         Section 10. Voting of Shares by Certain Holders. Shares standing in the
name of another corporation may be voted by such officer,  agent or proxy as the
bylaws of such corporation may prescribe,  or, in the absence of such provision,
as the board of directors of such corporation may determine.

         Absent special  circumstances,  shares are not entitled to vote if they
are owned, directly or indirectly, by a corporation,  domestic or foreign, and a
majority of the shares of that corporation entitled to vote for the directors of
that corporation are owned,  directly or indirectly,  by this Corporation.  This
does not limit the power of this  Corporation to vote any shares,  including its
own shares, held by it in a fiduciary capacity.

         Shares held by an administrator,  executor, guardian or conservator may
be voted by him, either in person or by proxy, without a transfer of such shares
into his name.  Shares  standing  in the name of a trustee  may be voted by him,
either in person or by proxy,  but no trustee  shall be  entitled to vote shares
held by him without a transfer of such shares into his name.  Shares standing in
the name of a receiver  may be voted by such  receiver,  and  shares  held by or
under the  control  of a  receiver  may be voted by such  receiver  without  the
transfer  thereof  into  his  name  if  authority  so to do be  contained  in an
appropriate order of the court by which such receiver was appointed.

         A  shareholder  whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee,  and
thereafter the pledgee shall be entitled to vote the shares so transferred.

         Shares  of its own  stock  belonging  to the  Corporation  shall not be
voted,  directly  or  indirectly,  at any  meeting,  and shall not be counted in
determining the total number of outstanding shares at any given time.

         Section 11.  Cumulative  Voting.  Unless otherwise  provided by law, at
each election of Directors  every  shareholder  entitled to vote in the election
shall have the right to vote, in person or by proxy,  the number of shares owned
by him for as many  persons as there are  Directors  to be elected and for whose
election  he has a right to vote,  or to  cumulate  his votes by giving  one (1)
candidate as many votes as the number of Directors to be elected  multiplied  by
the number of his shares shall equal, or by distributing  such votes on the same
principal among any number of candidates.



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Deposit Guaranty Corp. Bylaws
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         Section 12. Shares Held by Nominees.  The  Corporation  may establish a
procedure by which the  beneficial  owner of shares that are  registered  in the
name of a nominee is recognized by the Corporation as a shareholder.  The extent
of this  recognition  may be determined in the procedure.  The procedure may set
forth:  (1) the  types of  nominees  to  which it  applies;  (2) the  rights  or
privileges that the Corporation recognizes in a beneficial owner; (3) the manner
in which the procedure is selected by the nominee; (4) the information that must
be provided when the procedure is selected;  (5) the period for which  selection
of the  procedure is  effective;  and (6) other aspects of the rights and duties
created.

         Section 13. Corporation's  Acceptance of Votes. If the name signed on a
vote,  consent,  waiver  or  proxy  appointment  corresponds  to the name of the
shareholder, the Corporation, if acting in good faith, is entitled to accept the
vote, consent,  waiver or proxy appointment and give it effect as the act of the
shareholder.

         If the name signed on a vote, consent, waiver or proxy appointment does
not correspond to the name of its  shareholder,  the  Corporation,  if acting in
good faith,  is  nevertheless  entitled to accept the vote,  consent,  waiver or
proxy  appointment  and give it effect as the act of the shareholder if: (1) the
shareholder  is an entity and the name signed  purports to be that of an officer
or  agent  of the  entity;  (2)  the  name  signed  purports  to be  that  of an
administrator,  executor,  guardian or conservator  representing the shareholder
and, if the Corporation requests, evidence of fiduciary status acceptable to the
Corporation  has been  presented  with respect to the vote,  consent,  waiver or
proxy  appointment;  (3) the name  signed  purports  to be that of a receiver or
trustee in  bankruptcy  of the  shareholder  and, if the  Corporation  requests,
evidence of this status  acceptable to the  Corporation  has been presented with
respect to the vote, consent,  waiver or proxy appointment;  (4) the name signed
purports to be that of a pledgee,  beneficial owner or  attorney-in-fact  of the
shareholder  and,  if  the  Corporation  requests,  evidence  acceptable  to the
Corporation of the  signatory's  authority to sign for the  shareholder has been
presented with respect to the vote,  consent,  waiver or proxy appointment;  (5)
two (2) or more persons are the  shareholders  as co-tenants or fiduciaries  and
the name signed purports to be the name of at least one (1) of the co-owners and
the person signing appears to be acting on behalf of all the co-owners.

         The Corporation is entitled to reject a vote, consent,  waiver or proxy
appointment  if the Secretary or other  officer or agent  authorized to tabulate
votes,  acting in good faith,  has reasonable basis for doubt about the validity
of the  signature  on it or  about  the  signatory's  authority  to sign for the
shareholder.


                                   ARTICLE III

                               Board of Directors

         Section 1. General Powers.  All corporate  powers shall be exercised by
or under the  authority  of, and the  business  and  affairs of the  Corporation
managed under the direction of, its Board of Directors.

         Section 2. Number,  Tenure and Qualifications.  The number of Directors
of the Corporation  shall not be more than  twenty-five  (25) nor less than nine
(9),  the  exact  number  of  Directors  to be  determined  from time to time by
resolution  adopted by  affirmative  vote of a majority  of the entire  Board of
Directors.  The number of Directors  may be increased or decreased  from time to
time by resolution adopted by affirmative vote of a majority of the entire Board
of Directors,  but no decrease  shall have the effect of shortening  the term of
any  incumbent  Director.  Each  Director  shall hold office until his successor
shall have been elect-

ed and qualified.  Each Director must hold in his own right stock of the
Corporation, the aggregate par, book or market value of which is not less than
$1,000 as of the date of the Director's election.  No person shall be elected
Director who is sixty-five (65) years of age or older on the first day of
January immediately preceding the election of Directors.  No



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Deposit Guaranty Corp. Bylaws
Page Six


Director shall be eligible for  re-election  who has more than 50% absences from
Board and Committee meetings, unexcused by the Board of Directors.

         Only  persons  who are  nominated  in  accordance  with  the  following
procedures  shall be eligible for election as Directors.  Nominations of persons
for election to the Board of the  Corporation  at the annual meeting may be made
by or at the direction of the Board of Directors, by any nominating committee or
person appointed by the Board, or by any shareholder of the Corporation entitled
to vote for the  election of  Directors  at the meeting  who  complies  with the
notice procedures set forth in this Section 2.

Such  nominations,  other than those made by or at the  direction  of the Board,
shall be made  pursuant  to timely  notice in  writing to the  Secretary  of the
Corporation.  To be timely,  a  shareholder's  notice  shall be  delivered to or
mailed and received at the principal  executive  office of the  Corporation  not
less than  sixty  (60) days nor more than  seventy-five  (75) days  prior to the
annual  meeting;  provided,  however,  that in the event  that  less than  sixty
(60)days' notice or prior public  disclosure of the date of the meeting is given
or made to  shareholders,  notice by the  shareholder  to be  timely  must be so
received  not later  than the close of  business  on the  fifteenth  (15th)  day
following  the day on which such notice of the date of the meeting was mailed or
such public  disclosure was made,  whichever  first occurs.  Such  shareholder's
notice  to the  Secretary  shall  set  forth  (a) as to  each  person  whom  the
shareholder  proposes to nominate for election or  re-election as a Director (i)
the name, age,  business address and residence  address of the person,  (ii) the
principal  occupation or employment of the person, (iii) the class and number of
shares of capital stock of the Corporation which are beneficially  owned by such
person, (iv) any other information relating to the person that is required to be
disclosed in  solicitations  for proxies for  election of Directors  pursuant to
Rule 14A under the  Securities  Exchange  Act of 1934,  as amended,  and (v) any
information  relating to the person that is required to be disclosed in a notice
filed with the appropriate federal regulatory authority under the Change in Bank
Control Act by a person  acquiring  control of a bank (even if the person is not
required by the Change in Bank  Control Act to file such a notice in the instant
case);  and (b) as to the shareholder  giving the notice (i) the name and record
address of shareholder,  (ii) the class and number of shares of capital stock of
the Corporation which are beneficially  owned by the shareholder,  and (iii) any
information  relating to the person that is required to be disclosed in a notice
filed with the appropriate federal regulatory authority under the Change in Bank
Control Act by a person  acquiring  control of a bank (even if the person is not
required by the Change in Bank  Control Act to file such a notice in the instant
case).  The Corporation  may require any proposed  nominee to furnish such other
information  as may  reasonably be required by the  Corporation to determine the
eligibility of such proposed nominee to serve as Director of the Corporation. No
person shall be eligible for  election as a Director of the  Corporation  unless
nominated in accordance with the procedures set forth herein.

         The Chairman of the meeting shall, if the facts warrant,  determine and
declare to the meeting that a  nomination  was not made in  accordance  with the
foregoing   procedure   or  that  the   proposed   nominee  does  not  meet  the
qualifications  required of Directors by these Bylaws or by applicable  law, and
if he should so determine,  he shall so declare to the meeting and the defective
nomination shall be disregarded.

         Section 3. Regular  Meetings.  Unless the Articles of  Incorporation or
these  Bylaws  provide  otherwise,  a regular  meeting of the Board of Directors
shall be held without other notice than this Bylaw immediately after, and at the
same place as, the annual  meeting of  shareholders.  The Board of Directors may
provide,  by  resolution,  the time and place,  for the  holding  of  additional
regular meetings without other notice than such resolution.

         Section 4. Special Meetings. Special meetings of the Board of Directors
may be called by or at the request of the  President,  the Chairman of the Board
of  Directors  or by a majority  of the Board of  Directors.  The notice of such
meeting shall include the date,  time and place of the meeting.  If no place for
the meeting has been designated in the notice, the


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Deposit Guaranty Corp. Bylaws
Page Seven


meeting shall beheld at the principal office of the  Corporation.  Notice of any
special  meeting shall be given at least three (3) hours  previously  thereto by
notice given personally to each Director at his business address,  by telephone,
or by telegram,  or at least two (2) days previously thereto by notice mailed to
each Director at his business address. If mailed, such notice shall be deemed to
be delivered when deposited in the United States mail so addressed, with postage
thereon prepaid. If notice be given by telegram,  such notice shall be deemed to
be delivered when the telegram is delivered to the telegraph company.  Notice of
special meetings need not specify the business to be transacted at the meeting.

         Any  Director  may waive notice of any  meeting.  The  attendance  of a
Director  at a meeting  shall  constitute  a waiver  of notice of such  meeting,
except where a Director  attends a meeting for the express  purpose of objecting
to the transaction of any business because the meeting is not lawfully called or
convened.

         Section 5.  Quorum and Voting.  A majority  of the number of  Directors
fixed by  Section  2 of this  Article  III  shall  constitute  a quorum  for the
transaction  of business at any meeting of the Board of  Directors,  but if less
than such number  necessary for a quorum is present at a meeting,  a majority of
the Directors  present may adjourn the meeting from time to time without further
notice.

         Section  6.  Manner of Acting.  If a quorum is  present  when a vote is
taken, the affirmative vote of a majority of Directors present is the act of the
Board of Directors  unless the Articles of  Incorporation  or Bylaws require the
vote of a greater number of Directors.

         Section  7.  Action   Without  a  Meeting.   Unless  the   Articles  of
Incorporation  or Bylaws provide  otherwise,  action required or permitted to be
taken at a Board of  Directors'  meeting  may be taken  without a meeting if the
action is taken by all members of the Board. The action must be evidenced by one
or more written consents  describing the action taken,  signed by each Director,
and included in the minutes or filed with the corporate  records  reflecting the
action  taken.  Action  taken  under  this  section is  effective  when the last
Director signed the consent,  unless the consent specifies a different effective
date.  Such a consent has the effect of a meeting  vote and may be  described as
such in any document.

         Section 8.  Vacancies.  If a vacancy  occurs on the Board of Directors,
including a vacancy resulting from an increase in the number of Directors,  only
the  shareholders  may fill the  vacancy.  A Director  elected to fill a vacancy
shall be elected for the unexpired term of his predecessor in office.  A vacancy
that will occur at a specific  later date (by reason of a resignation  effective
at a later date or otherwise) may be filled before the vacancy  occurs,  but the
new Director may not take office until the vacancy occurs.

         Section 9. Compensation.  Unless the Articles of Incorporation or these
Bylaws provide  otherwise,  the Board of Directors may fix the  compensation  of
Directors.  By resolution  of the Board of Directors,  each Director may be paid
his  expenses,  if any, of attendance at each meeting of the Board of Directors,
and may be paid a stated  salary as a Director or a fixed sum for  attendance at
each meeting of the Board of Directors or both. No such payment  shall  preclude
any Director from serving the  Corporation  in any other  capacity and receiving
compensation therefor.  Members of special or standing committees may be allowed
like compensation for attending meetings.

         Section  10.  Presumption  of Assent.  A  Director  who is present at a
meeting of the Board of Directors or a committee of the Board of Directors  when
corporate  action is taken shall be deemed to have  assented to the action taken
unless:  (1) he objects at the  beginning of the meeting (or  promptly  upon his
arrival) to holding it or transacting  business at the meeting;  (2) his dissent
or abstention from the action taken is entered in the minutes of the meeting; or
(3) he delivers  written  notice of his dissent of  abstention  to the presiding
officer of the meeting before its adjournment or to the Corporation  immediately
after the adjournment of the meeting.  The right of dissent or abstention  shall
not be available to a Director who votes in favor of the action taken.


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Deposit Guaranty Corp. Bylaws
Page Eight


         Section 11. Executive and Other Committees.  The Board of Directors may
create one or more  committees and appoint  members of the Board of Directors to
serve on them.  Each committee  must have two (2) or more members,  who serve at
the  pleasure  of the  Board of  Directors.  The  creation  of a  committee  and
appointment  of members to it must be  approved by the greater of (1) a majority
of all the  Directors  in office  when the  action is taken or (2) the number of
Directors required by the Articles of Incorporation or Bylaws to take action. To
the  extent  specified  by  the  Board  of  Directors  or  in  the  Articles  of
Incorporation or Bylaws,  each committee may exercise the authority of the Board
of Directors. A committee may not, however, authorize distributions;  approve or
propose to  shareholders  action  required by  applicable  law to be approved by
shareholders;  fill  vacancies  on  the  Board  of  Directors  or on  any of its
committees;   amend  Articles  of  Incorporation   pursuant  to  applicable  law
authorizing amendment by the Board of Directors;  adopt, amend or repeal Bylaws;
approve  a plan of merger  not  requiring  shareholder  approval;  authorize  or
approve the  reacquisition  of shares,  except  according to a formula or method
prescribed  by the Board of  Directors;  or authorize or approve the issuance or
sale or contract for sale of shares,  or determine the  designation and relative
rights,  preferences and limitations of a class or series of shares, except that
the Board of Directors may authorize a committee (or a senior executive  officer
of the Corporation) to do so within limits specifically  prescribed by the Board
of Directors.  Except as otherwise  provided herein,  provisions of these Bylaws
governing  meetings,  action without meetings,  notice and waiver of notice, and
quorum and voting requirements of the Board of Directors apply to committees and
their members as well.

         The Board shall annually appoint an Audit Committee, which may be joint
with subsidiaries of the Corporation,  composed of not less than four Directors,
exclusive of any active  officers,  whose duties shall include causing an annual
audit to be made of the financial  statements of the  Corporation by independent
public  accountants;  reviewing with internal  auditors and the  accountants the
scope  of  audits,   significant  accounting  policies  and  audit  conclusions;
monitoring the adequacy of accounting,  financial reporting and internal control
systems;   discussing   with   management  and  nominating  or  terminating  the
accountants;  overseeing the internal  audit  function  including the selection,
retention,  evaluation and compensation of the chief internal auditor;  and such
other duties as the Board may designate.  The Audit Committee of the Corporation
may also serve as the Audit Committee of subsidiaries of the Corporation.

         Special  committees  may be appointed  by the Board of  Directors  from
among its  members  for such  purposes  as  circumstances  warrant.  Any special
committee shall limit its activities to the  accomplishment  of the purposes for
which created and shall have no power to act except as is specifically conferred
upon it by resolution of the Board of Directors.

         Section 12.  Participation  by  Telephonic  or Other Means.  Unless the
Articles  of  Incorporation  or these  Bylaws  provide  otherwise,  the Board of
Directors may permit any or all Directors to participate in a regular or special
meeting  by,  or  conduct  the  meeting   through  the  use  of,  any  means  of
communication by which all Directors  participating may simultaneously hear each
other during the meeting. A Director participating in a meeting by
this means is deemed to be present in person at the meeting.

         Section 13. Voting of Shares in Other Corporations.  The Chairman,  the
President, or such other officer or person as may be designated by resolution of
the Board of Directors may act for the  Corporation  in voting shares it owns of
any other  corporation.  The Board may determine the manner in which such shares
are to be voted or may delegate to its representative the authority to vote such
shares in the best interests of the Corporation.

          Section 14. Honorary  Director.  A retired Chief Executive  Officer of
the Corporation shall, upon said retirement, be eligible for election, annually,
as an Honorary  Director of the Corporation,  until the end of the calendar year
in which his seventieth (70th)



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Deposit Guaranty Corp. Bylaws
Page Nine


birthday  falls.  Said  honorary  directorship  shall  expire  at the end of the
calendar year in which the seventieth (70th) birthday falls.

                                   ARTICLE IV

                                    Officers

         Section 1.  Appointment  and Number.  The  officers of the  Corporation
shall be appointed  by the Board of Directors at the first  meeting of the Board
held  after  the  annual  meeting  of  the  shareholders.  The  officers  of the
Corporation  shall be a Chairman  of the Board,  a  President,  a  Secretary,  a
Treasurer, and such other officers (including Executive Vice Presidents,  Senior
Vice Presidents, Vice Presidents, Assistant Vice Presidents) as the Board, or in
the case of interim  appointments  below the level of Executive Vice  President,
the Officer Review  Committee,  appointed by the Chairman of the Board, may deem
necessary.  Interim appointments below the level of the Executive Vice President
may be approved by the Officer Review Committee.  Any two or more offices may be
held by the same person.

         Section 2.  Tenure of Office.  An officer  shall hold his office at the
pleasure of the Board of Directors, unless he resigns, becomes disqualified,  or
is terminated  from employment in accordance with the provisions of Section 3 of
these bylaws.  Any vacancy  occurring in the office of the Chairman of the Board
shall be filled promptly by the Board of
Directors.

         Section 3.  Nature of Employment and Termination of Officers.  Absent a
written agreement signed by the Chairman of the Board or President to the
contrary, all employment, including the employment of officers with the
Association, is at will.  Appoint-

ment or  election  to an office  does not change the nature of  employment.  The
employment of officers,  like that of all other employees,  may be terminated at
any time,  for any reason,  and without  further  obligation.  The employment of
officers below the level of Executive Vice President may be terminated  upon the
authority of the Officer Review Committee; the employment of all officers may be
terminated upon the authority of the Board.

         Section 4.  Vacancies.  A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be filled by the Board
of Directors for the unexpired portion of the term.

         Section 5. Chairman of the Board.  The Board of Directors shall appoint
one of its  members  as  Chairman.  The  Chairman  shall be the Chief  Executive
Officer of the  Corporation,  shall preside at all meetings of the Board, and in
general  shall  perform all duties  incident to the office of Chairman  and such
other duties as may prescribed from time to time by the Board of Directors.  The
Chief  Executive  Officer shall have the power to vote all shares of stock owned
by the Corporation in another corporation.

         Section 6. President. The President shall have such executive duties as
are prescribed by the Board of Directors. The President of the Corporation shall
be its Chief  Operating  Officer.  He may sign,  with the Secretary or any other
proper  officer  of  the  Corporation  thereunto  authorized  by  the  Board  of
Directors,  contracts,  or other  instruments  which the Board of Directors  has
authorized  to be  executed,  except in cases where the  signing  and  execution
thereof  shall be  expressly  delegated  by the Board of  Directors  or by these
Bylaws to some other officer or agent of the  Corporation,  or shall be required
by law to be otherwise  signed or  executed;  and in general  shall  perform all
duties  incident  to the office of  President  and such  other  duties as may be
prescribed by the Board of Directors from time to time.

         Section 7.  Vice President.  In the absence of the President or in the
event of his death, inability or refusal to act, any Vice President may be
designated by the Board to


<PAGE>





Deposit Guaranty Corp. Bylaws
Page Ten


perform  the duties of the  President,  and when so  acting,  shall have all the
powers of and be subject to all the  restrictions  upon the President.  Any Vice
President  elected by the Board of Directors  shall perform such other duties as
from time to time may be  assigned  to him by the  President  or by the Board of
Directors.

         Section 8. Secretary.  The Secretary shall prepare and keep the minutes
of the  shareholders'  and Board of  Directors'  meetings  in one or more  books
provided  for that  purpose.  He shall see that all  notices  are duly  given in
accordance with the provisions of these Bylaws except where otherwise  expressly
provided in these Bylaws or as required by law. He shall be the custodian of the
corporate  records and of the seal of the Corporation,  authenticate  records of
the  Corporation  and in general  perform  all duties  incident to the office of
Secretary  and such other  duties as from time to time may be assigned to him by
the President or by the Board of Directors.

         Section 9. Chief  Financial  Officer.  There shall be a Chief Financial
Officer of the  Corporation who shall have charge and custody and be responsible
for all funds and securities of the Corporation and, in general,  perform all of
the duties  incident to such  office and such other  duties as from time to time
may be assigned to said officer by the Chairman,  President,  or by the Board of
Directors.  If the Chief Financial  Officer does not also serve as treasurer and
principal accounting officer of the Corporation, he shall supervise the carrying
out of the duties of those officers. If required by the Board of Directors,  the
Chief  Financial  Officer  shall give a bond for the  faithful  discharge of his
duties in such sum and with such surety or  sureties  as the Board of  Directors
shall determine.

         Section 10. Assistant Secretaries and Assistant  Treasurers.  Assistant
Secretaries and Assistant Treasurers,  in general,  shall perform such duties as
shall be assigned to them by the Secretary or the Treasurer, respectively, or by
the President or the Board of Directors. Assistant Treasurers shall, if required
by the Board of Directors, give bonds for the faithful discharge of their duties
in such sums and with such sureties as the Board of Directors shall
determine.

         Section 11. Salaries.  The salaries of the officers shall be fixed from
time to time by the Board of Directors  and no officer  shall be prevented  from
receiving  such  salary by reason of the fact that he is also a Director  of the
Corporation.  The Board of Directors  may delegate to the Chairman the authority
to  fix  salaries  for  officers,  other  than  himself,  and  employees  of the
Corporation  within the guidelines and  limitations  established by the Board of
Directors.

         Section 12. Bonds.  If required by the Board of  Directors,  any one or
more or all of the officers of the Corporation  shall give bond for the faithful
discharge of his or their duties in such sum and with such surety or sureties as
the Board of Directors shall determine.


                                    ARTICLE V

                   CERTIFICATES FOR SHARES AND THEIR TRANSFER

         Section 1.  Certificates  for Shares.  Shares shall be  represented  by
certificates.  Certificates  representing  shares of the Corporation shall be in
such  form as  shall  be  determined  by the  Board  of  Directors.  Each  share
certificate  shall state on its face: (1) the name of the  Corporation  and that
the Corporation is organized  under the law of Mississippi;  (2) the name of the
person to whom the share is  issued;  and (3) the number and class of shares and
the  designation  of the series,  if any,  the  certificate  represents.  If the
Corporation  is  authorized  to issue  different  classes of shares or different
series within a class, the designa-

tions, relative rights, preferences and limitations applicable to each class and
the variations in rights, preferences and limitations determined for each series
(and the authority of the Board of Directors to determine  variations for future
series) must be summarized on the


<PAGE>





Deposit Guaranty Corp. Bylaws
Page Eleven


front  or  back  of  each  certificate  or  the  Corporation  must  furnish  the
shareholder this information on request in writing and without charge.

         Such certificates  shall be signed (either manually or in facsimile) by
the President or a Vice President and by the Secretary or an Assistant Secretary
or by such other officers  designated in the Bylaws or by the Board of Directors
so to do, and sealed  with the  corporate  seal or a facsimile  thereof.  If the
person who signed  (either  manually or in  facsimile)  a share  certificate  no
longer  holds  office  when  the  certificate  is  issued,  the  certificate  is
nevertheless valid.

         All  certificates  for  shares  shall  be  consecutively   numbered  or
otherwise  identified.  The name and  address  of the  person to whom the shares
represented  thereby  are  issued,  with the number of shares and date of issue,
shall  be  entered  on  the  stock  transfer  books  of  the  Corporation.   All
certificates  surrendered to the Corporation for transfer shall be cancelled and
no new  certificate  shall be issued  until the  former  certificate  for a like
number of shares shall have been  surrendered and cancelled,  except that in the
case of a lost,  destroyed  or  mutilated  certificate  a new one may be  issued
therefor  upon  such  terms and  indemnity  to the  Corporation  as the Board of
Directors may prescribe.

         Section 2.  Transfer of Shares.  Transfer of shares of the  Corporation
shall be made only on the stock transfer books of the  Corporation by the holder
of record  thereof  or by his legal  representative,  who shall  furnish  proper
evidence of authority to transfer,  or by his attorney  thereunto  authorized by
power of attorney duly executed and filed with the Secretary of the  Corporation
or a duly appointed agent of the Corporation,  and on surrender for cancellation
of the certificate for such shares.

                                   ARTICLE VI

                                   Fiscal Year

         The  fiscal  year of the  Corporation  shall  begin on the first day of
January and end on the thirty-first day of December in each year.


                                   ARTICLE VII

                                  Distributions

         The Board of  Directors  may  authorize  and the  Corporation  may make
distributions  to its  shareholders,  subject to  restriction by the Articles of
Incorporation and applicable law.


                                  ARTICLE VIII

                                 Corporate Seal

         The Board of Directors  shall  provide a corporate  seal which shall be
circular in form and shall have  inscribed  thereon the name of the  Corporation
and the state of incorporation and the words "Corporate Seal."


                                   ARTICLE IX

                                Waiver of Notice

         Unless  otherwise  provided  by law, a  shareholder  or Director of the
Corporation  may waive any notice  required by  applicable  law, the Articles of
Incorporation or these Bylaws,


<PAGE>





Deposit Guaranty Corp. Bylaws
Page Twelve


before  or after  the date and time  stated in the  notice.  Except as  provided
below,  the waiver must be in writing,  be signed by the shareholder or Director
entitled to the notice,  and delivered to the  Corporation  for inclusion in the
minutes or filing with the Corporate records.

         A Director's  attendance at or  participation  in a meeting  waives any
required  notice to him of the meeting  unless the Director at the  beginning of
the meeting (or  promptly  upon his  arrival)  objects to holding the meeting or
transacting  business at the meeting and does not thereafter  vote for or assent
to action  taken at the meeting.  A  shareholder's  attendance  at a meeting (i)
waives objection to lack of notice or defective notice of the meeting unless the
shareholder  at the  beginning of the meeting  objects to holding the meeting or
transacting  business at the meeting and (ii) waives  objection to consideration
of a particular matter at the meeting that is not within the purpose or purposes
described in the meeting notice,  unless the shareholder  objects to considering
the matter when it is presented.

                                    ARTICLE X

                                   Amendments

         Unless the Articles of Incorporation, applicable law or a resolution of
the shareholders reserves this power exclusively to the shareholders in whole or
part, the Corporation's  Board of Directors may amend or repeal these Bylaws and
adopt new Bylaws at any regular or special meeting of the Board of Directors.

                                   ARTICLE XI

                                Emergency Bylaws

         The emergency Bylaws provided in this article shall be operative during
any emergency in the conduct of the business of the Corporation, notwithstanding
any  different  provision  in the  preceding  articles  of the  Bylaws or in the
Articles of  Incorporation  of the  Corporation or in the  Mississippi  Business
Corporation Act. An emergency exists if a quorum of the Corporation's  Directors
cannot readily be assembled  because of some  catastrophic  event. To the extent
not inconsistent with the provisions of this article, the Bylaws provided in the
preceding  articles  shall remain in effect  during such  emergency and upon its
termination the emergency Bylaws shall cease to be operative.

         During any such emergency:

         (a) A meeting of the Board of Directors may be called by any officer or
Director of the Corporation.  Notice of the meeting shall be given by the person
calling the meeting only to those  Directors whom it is practicable to reach and
may be given in any practicable manner, including by publication and radio.

         (b) At any such  meeting  of the  Board of  Directors,  a quorum  shall
consist of the Directors who are present at the meeting.  Action by the Board of
Directors may be taken upon the affirmative  vote of a majority of the Directors
present.

         (c) The Board of  Directors,  either in  anticipation  of or during any
such emergency,  may modify lines of succession to accommodate the incapacity of
any Director, officer, employee or agent.

         (d) The Board of  Directors,  either in  anticipation  of or during any
such  emergency,  may relocate the  principal  offices or regional  offices,  or
authorize the officers to do so.





<PAGE>



Deposit Guaranty Corp. Bylaws
Page Thirteen

         Corporate  action taken in good faith  during an  emergency  under this
section to further the ordinary  business  affairs of the Corporation  binds the
Corporation  and may not be used to impose  liability  on a Corporate  Director,
officer, employee or agent.

         These emergency  Bylaws shall be subject to repeal of change by further
action of the Board of Directors or by action of the  shareholders,  but no such
repeal or change shall modify the  provisions  of the next  preceding  paragraph
with  regard to action  taken  prior to the time of such  repeal or change.  Any
amendment of these emergency Bylaws may make any further or different  provision
that may be practical and necessary for the circumstances of the emergency.


                                   ARTICLE XII

                            MISCELLANEOUS PROVISIONS

         Section 1.  Execution of Instruments.    All agreements, indentures,
mortgages, deeds, conveyances, transfers, certificates, declarations, receipts,
discharges, releases, satisfactions,  settlements,  petitions,  schedules,
accounts, affidavits, Bank bonds,  undertakings,  proxies and other instruments
or documents may be signed, executed,  acknowledged,  verified,  delivered  or
accepted  in  behalf  of the Corporation by the Chairman of the Board, or the
President, or the Secretary, or any Executive Vice President,  Senior Vice
President,  Vice President, or above. Any such instruments may also be executed,
acknowledged,  verified, delivered or accepted  in behalf of the  Corporation
in such other  manner and by such other officers as the Board of Directors may
from time to time direct.  The provisions of this Section 1 are supplementary to
any other provision of these Bylaws.

         Section 2. Capital Expenditures. No officer or employee may cause to be
made  directly  or  indirectly,   any  expenditure  for  capital   expenditures,
professional service fees, equipment leases, and other nonrecurring  expenses in
excess of  $2,000,000,  without  prior  approval  of a majority  of the Board of
Directors.  The term  "capital  expenditure"  shall include any interest in real
property, or improvements thereon, or personal property.

(Amended April 15, 1997)