<PAGE>
                                                                     EXHIBIT 3.1

                                                                FILED
                                                        In the Office of the
                                                     Secretary of State of Texas
                                                             MAY 13 1998

                                                         Corporations Section

                          ARTICLES OF INCORPORATION OF
                         TEXAS UNITED BANCSHARES, INC.

     I, the undersigned natural person of the age of eighteen (18) years or
more, acting as incorporator of a corporation under the Texas Business
Corporation Act (the "Act"), do hereby adopt the following Articles of
Incorporation for such corporation.

                                   ARTICLE I.

     The name of the corporation is TEXAS UNITED BANCSHARES, INC.

                                  ARTICLE II.

     The period of its duration is perpetual.

                                  ARTICLE III.

     The purpose or purposes for which the corporation is organized are:

     (a)  To act as a bank holding company.

     (b)  To buy, sell, lease, and deal in services, personal property, and
          real property.

     (c)  To do each and every thing necessary, suitable or proper for the
          accomplishment of any of the purposes or for the attainment of any
          one or more of the objects herein enumerated or which at any time
          appear conducive to or expedient for the protection or benefit of the
          corporation.

     (d)  For any lawful purpose.

     The foregoing clauses shall be construed as powers as well as objects and
purposes, and the matter expressed in each clause shall, unless herein
otherwise expressly provided, be in nowise limited by reference to or
inference from the terms of any other clause, but shall be regarded as
independent objects, purposes and powers, and shall not be construed to limit
or restrict in any manner the meaning of the general terms or the general powers
of the corporation.
<PAGE>
                                  ARTICLE IV.

     A. The corporation is authorized to issue TWO classes of shares to be
designated respectively "preferred" and "common." The total number of shares of
ALL classes of stock which the corporation shall have authority to issue is
2,500,000, consisting of (1) 500,000 shares of Preferred Stock, NO PAR VALUE PER
SHARE ("Preferred Stock"), and (2) 2,000,000 shares of Common Stock, PAR VALUE
$1.00 PER SHARE ("Common Stock"). The consideration for the issuance of the
shares shall be paid to or received by the corporation in full before the
issuance and shall not be less than the par value per share. The consideration
shall be as is permitted by the laws of the State of Texas. In the absence of
actual fraud in the transaction, the judgment of the Board of Directors of the
corporation (the "Board") as to the value of such consideration shall be
conclusive. Upon payment of such consideration, such shares shall be deemed to
be fully paid and nonassessable.

     B. The Board is hereby expressly authorized, by resolution or resolutions
from time to time adopted, to provide, out of the unissued shares of Preferred
Stock, for the issuance of a series of Preferred Stock. Before any shares of
any such series are issued, the Board shall fix and state, and hereby is
expressly empowered to fix, by resolution or resolutions, the relative rights
and preferences of the shares of each such series, and the qualifications,
limitations, or restrictions thereon, including, but not limited to,
determination of any of the following:

  (i) the designation of such series, and the number of shares to constitute
      such series;

 (ii) whether the shares of such series shall have voting rights, in addition
      to any voting rights provided by law, and, if so, the terms of such
      voting rights, which may be full or limited;

(iii) the dividends, if any, payable on such series, and at what rates, whether
      any such dividends shall be cumulative, and, if so, from what dates, the
      conditions and dates upon

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<PAGE>
        which such dividends shall be payable, the preference or relation which
        such dividends shall bear to the dividends payable on any shares of
        stock of any other class or any other series of this class;

(iv)    whether the shares of such series shall be subject to redemption by the
        corporation, and, if so, the times, prices and other terms and
        conditions of such redemption;

(v)     the amount or amounts payable upon shares of such series upon, and the
        rights of the holders of such series in, the voluntary or involuntary
        liquidation, dissolution or winding up of the corporation;

(vi)    whether the shares of such series shall be subject to the operation of a
        retirement or sinking fund and, if so, the extent to and manner in which
        any such retirement or sinking fund shall be applied to the purchase or
        redemption of the shares of such series for retirement or other
        corporate purposes and the terms and provisions relative to the
        operation thereof;

(vii)   whether the shares of such series shall be convertible into, or
        exchangeable for, shares of stock of any other class or any other series
        of this class or any other class or classes of securities and, if so,
        the price or prices or the rate or rates of conversion or exchange and
        the method, if any, of adjusting the same, and any other terms and
        conditions of conversion or exchange;

(viii)  the limitations and restrictions, if any, to be effective while any
        shares of such series are outstanding upon the payment of dividends or
        the making of other distributions on, and upon the purchase, redemption
        or other acquisition by the corporation of, the Common Stock or shares
        of stock of any other class or any other series of this class;

(ix)    the conditions or restrictions, if any, upon the creation of
        indebtedness of the corporation or upon the issue of any additional
        stock, including additional shares of such series or of any other series
        of this class or of any other class; and

(x)     any other powers, preferences and relative, participating, optional and
        other special rights, and any qualifications, limitations and
        restrictions thereof.

The relative rights and preferences of each series of Preferred Stock, and the
qualifications, limitations or restrictions thereof, if any, may differ from
those of any and all other series of Preferred Stock at any time outstanding;
provided, that all shares of any one series of Preferred Stock shall be
identical in all respects with all other shares of such series. Any of the
designations, preferences, limitations, or relative rights, including the
voting rights, of any series

                                       3

<PAGE>
of shares may be dependent upon facts ascertainable outside the Articles of
Incorporation provided that the manner in which such facts operate upon the
designations, preferences, and relative rights, including the voting rights, of
such series of shares is clearly set forth in the Articles of Incorporation.
The Board may increase the number of shares of the Preferred Stock designated
for any existing series by a resolution adding to such series authorized and
unissued shares of the Preferred Stock not designated for any other series. The
Board may decrease the number of shares of Preferred Stock designated for
any existing series by a resolution subtracting from such series unissued shares
of the Preferred Stock designated for such series, and the shares so subtracted
shall become authorized, unissued, and undesignated shares of the Preferred
Stock.

     C.   Each holder of Common Stock shall be entitled to one vote for each
share of Common Stock held of record on all matters on which stockholders
generally are entitled to vote. Subject to the provisions of law and the rights
of the Preferred Stock and any other class or series of stock having a
preference as to dividends over the Common Stock then outstanding, dividends
may be paid on the Common Stock out of assets legally available for dividends,
but only at such times and in such amounts as the Board shall determine and
declare. Upon the dissolution, liquidation or winding up of the corporation,
after any preferential amounts to be distributed to the holders of the Preferred
Stock and any other class or series of stock having a preference over the
Common Stock then outstanding have been paid or declared and set apart for
payment, the holders of the Common Stock shall be entitled to receive all the
remaining assets of the corporation available for distribution to its
stockholders ratably in proportion to the number of shares held by them,
respectively.

                                       4

<PAGE>
                                   ARTICLE V.

     The corporation will not commence business until it has received for the
issuance of its shares consideration of the value of One Thousand Dollars
($1,000.00), consisting of money, labor done, or property actually received.

                                  ARTICLE VI.

     Except as may be otherwise provided in the Act, no contract, act or
transaction of the corporation with any corporation, person or persons, firm,
trust or association, or any other organization shall be affected or
invalidated by the fact that any director, officer or shareholder of this
corporation is a party to, or is interested in, such contract, act or
transaction, or in any way connected with any such person or persons, firm,
trust or association, or is director, officer or shareholder of, or otherwise
interested in, any such other corporation, nor shall any duty to pay damages on
account to this corporation be imposed upon such director, officer or
shareholder of this corporation solely by reason of such fact, regardless of
whether the vote, action or presence of any such director, officer or
shareholder may be, or may have been, necessary to obligate this corporation
on, or in connection with, such contract, act or transaction, provided that if
such vote, action or presence is, or shall have been, necessary, such interest
or connection (other than an interest as a noncontrolling shareholder of any
such other corporation) be known or disclosed to the Board.

     Common or interested directors may be counted in determining the presence
of a quorum at a meeting of the Board or of a committee which authorizes the
contract or transaction.


                                       5



<PAGE>
                                  ARTICLE VII.

     A director of the corporation shall not be liable to the corporation or
its shareholders for monetary damages for an act or omission in the director's
capacity as a director, except that this article does not eliminate or limit the
liability of a director for:

     (a)  a breach of a director's duty of loyalty to the corporation or its
          shareholders;

     (b)  an act or omission not in good faith that constitutes a breach of the
          duty of the director to the corporation or an act or omission that
          involves intentional misconduct or a knowing violation of the law;

     (c)  a transaction from which a director received an improper benefit,
          whether or not the benefit resulted from an action taken within the
          scope of the director's office, or

     (d)  an act or omission for which the liability of a director is expressly
          provided for by statute.

If the Texas Civil Statutes are amended after approval by the corporation's
shareholders of this Article VII to authorize corporate action further
eliminating or limiting the personal liability of directors or eliminating or
limiting the personal liability of officers, the liability of a director or
officer of the corporation shall be eliminated or limited to the fullest extent
permitted by law. No repeal or modification of this Article VII by the
shareholders shall adversely affect any right or protection of a director or
officer of the corporation existing by virtue of this Article VII at the time
of such repeal or modification.

                                 ARTICLE VIII.

     (a)  The corporation shall indemnify and hold harmless any person who was,
is, or is threatened to be named a defendant or respondent in any Proceeding
(as defined below) because the person is or was a director or officer of the
corporation or, while serving as a director or officer of the corporation, is
or was serving at the written request of the corporation as a director,
officer, partner, venturer, proprietor, trustee, employee, agent, or similar
functionary of another foreign or domestic corporation, employee benefit plan,
other enterprise or other entity, against

                                       6

<PAGE>
judgments, penalties (including excise and similar taxes), fines, settlements,
and reasonable expenses (including attorneys' fees) actually incurred by the
person in connection with the Proceeding; provided that (i) the person (A)
conducted himself in good faith; (B) reasonably believed, in the case of
conduct in his official capacity as a director or officer of the corporation,
that his conduct was in the corporation's best interests and, in all other
cases, that his conduct was at least not opposed to the corporation's best
interests; and (C) in the case of any criminal Proceeding, the person had no
reasonable cause to believe his conduct was unlawful; and (ii)(A) such person
is not found liable on the basis that the person improperly received a personal
benefit, whether or not the benefit resulted from an action taken in the
person's official capacity; and (B) such person was not found liable to the
corporation. A person found liable to the corporation or found liable on the
basis that the person improperly received a personal benefit may only be
indemnified for reasonable expenses (including attorneys' fees) actually
incurred by the person in connection with the Proceeding, however, if the
person is found liable for willful or intentional misconduct in the performance
of his duty to the corporation, the corporation shall not indemnify him in
any respect.

     Notwithstanding anything contained in this Article VIII to the contrary,
the corporation shall indemnify a director or officer against reasonable
expenses incurred by him in connection with a Proceeding in which he is named a
defendant or respondent because he is or was a director or officer if he has
been wholly successful, on the merits or otherwise, in the defense of the
Proceeding. The indemnification of directors and officers by the corporation
herein provided shall be to the fullest extent authorized or permitted by
applicable law, as such law exists or may hereafter be amended (but only to the
extent that such amendment permits the corporation to provide broader
indemnification rights than permitted prior to the amendment).

     (b)  For purposes of this Article VIII, the term "Proceeding" shall mean
any threatened, pending, or completed action, suit, or proceeding, whether
civil, criminal, administrative, arbitrative, or investigative, any appeal in
such an action, suit, or proceeding, or any inquiry or investigation that could
lead to such an action, suit, or proceeding.

     (c)  The expenses of a director or officer incurred as a party to any
Proceeding, shall be paid by the corporation as they are incurred and in
advance of the final disposition of the Proceeding; provided, however, that the
advance payment of expenses shall be made only upon receipt by the corporation
of both a written affirmation from the director or officer of his good faith
belief that he has met the standard of conduct necessary for indemnification
under applicable laws and regulations and an unlimited, general undertaking by
or on behalf of the director or officer to repay all amounts so advanced in the
event that it is ultimately determined by a final decision, order, or decree of
a court of competent jurisdiction that the director or officer has not met
those standards or if it is ultimately determined that indemnification of the
director or officer in connection with such Proceeding is prohibited by this
Article VIII or under applicable law or regulation.



                                       7
<PAGE>
     (d)  Any director or officer may enforce his rights to indemnification or
advance payments for expenses in a suit brought against the corporation if his
request for indemnification or advance payments for expenses is wholly or
partially refused by the corporation or if there is no determination with
respect to such request within 60 days from receipt by the corporation of a
written notice from the director or officer for such a determination. If a
director or officer is successful in establishing in a suit his entitlement to
receive or recover an advancement of expenses or a right to indemnification, in
whole or in part, he shall also be indemnified by the corporation for costs and
expenses incurred in such suit. It shall be a defense to any such suit (other
than a suit brought to enforce a claim for the advancement of expenses under
Section (b) of this Article VIII when the required affirmation and undertaking
have been received by the corporation) that the claimant has not met the
standard of conduct set forth in the Act. Neither the failure of the corporation
nor independent legal counsel to have made a determination prior to the
commencement of such suit that indemnification of the director or officer is
proper in the circumstances because the director or officer has met the
applicable standard of conduct nor a determination by the corporation or by
independent legal counsel that the director or officer has not met such
applicable standard of conduct shall be a defense to the suit or create a
presumption that the director or officer has not met the applicable standard of
conduct. In a suit brought by a director or officer to enforce a right under
this Section (d) or by the corporation to recover an advancement of expenses
pursuant to the terms of an undertaking, the burden of proving that a director
or officer is not entitled to be indemnified or is not entitled to an
advancement of expenses under this Section (d) or otherwise, shall be on the
corporation.

     (e)  The right to indemnification and the payment or advancement of
expenses as they are incurred and in advance of the final disposition of a
Proceeding shall not be exclusive of any other right to which a person may be
entitled under these Articles of Incorporation, the bylaws, a resolution of
shareholders or directors, an agreement, or otherwise; provided, however, that
all rights to indemnification and to the payment or advancement of expenses are
valid only to the extent that they are consistent with applicable laws and
regulations, as they may be limited by these Articles of Incorporation. The
right to indemnification under Section (a) hereof shall continue for a person
who has ceased to be a director or officer and shall inure to the benefit of his
heirs, next of kin, executors, administrators and legal representatives.

     (f)  The corporation may purchase and maintain insurance or other
arrangement at its expense to protect itself, or any person who is or was a
director, officer, employee, or agent of the corporation or any person who is or
was serving at the request of the corporation as a director, officer, partner,
venturer, proprietor, trustee, employee, agent, or similar functionary of
another foreign or domestic corporation, employee benefit plan, other
enterprise, or other entity, against any liability asserted against him and
incurred by him in such a capacity or arising out of his status as such a
person, whether or not the corporation would have the power to indemnify him
against that liability under this Article VIII. Without limiting the power of
the corporation to procure or maintain any kind of insurance or other
arrangement, the corporation may, for the benefit of persons indemnified by the
corporation, (i) create a trust fund, (ii) establish any form of self-insurance,
(iii) secure its indemnity obligation by grant of a security interest or other
lien on



                                       8
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the assets of the corporation, or (iv) establish a letter of credit, guaranty,
or surety arrangement. The insurance or other arrangement may be procured,
maintained or established within the corporation or with any insurer or other
person deemed appropriate by the Board regardless of whether all or part of the
stock or other securities of the insurer or other person are owned in whole or
in part by the corporation.

     (g)  The corporation shall not be obligated to reimburse the amount of any
settlement unless it has agreed in writing to such settlement. If any person
shall unreasonably fail to enter into a settlement of any Proceeding within the
scope of Section (a) hereof, offered or assented to by the opposing party or
parties and which is acceptable to the corporation, then notwithstanding any
other provision of this Article VIII, the indemnification obligation of the
corporation in connection with such Proceeding shall be limited to the total of
the amount at which settlement could have been made and the expenses incurred by
such person prior to the time the settlement could reasonably have been
effected.

     (h)  The corporation may, but need not, to the extent authorized from time
to time by the Board, grant rights to indemnification and to the advancement of
expenses to any employee or agent of the corporation or to any director,
officer, employee or agent of any of the corporation's subsidiaries to the
fullest extent of the provisions of the Act and of this Article VIII subject to
the imposition of such conditions or limitations as the Board may deem
necessary or appropriate.

     (i)  The provisions of this Article VIII are valid only to the extent that
they are consistent with, and are limited by, applicable laws and regulations,
including, but not limited to 12 U.S.C. 1828(k) and regulations promulgated
thereunder from time to time by applicable federal banking agencies. The
invalidity of any provision of this Article VIII will not affect the validity of
the remaining provisions of Article VIII.

                                   ARTICLE IX

     Any action required by the Act to be taken at any annual or special meeting
of shareholders, or any action which may be taken at any annual or special
meeting of shareholders, may be taken without a meeting, without prior notice,
and without a vote, if a consent or consents in writing, setting forth the
action so taken, shall be signed by the holder or holders of shares representing
not less than the minimum number of votes that would have been necessary to take
such action at a meeting at which the holders of all shares entitled to vote on
the action were present and voted.

                                       9

<PAGE>
                                   ARTICLE X

     The right to accumulate votes in the election of directors and/or
cumulative voting by any shareholder is hereby expressly denied.

                                   ARTICLE XI

     No shareholder of this corporation shall, by reason of his holding shares
of any class of stock of this corporation, have any preemptive or preferential
right to purchase or subscribe for any shares of any class of stock of this
corporation, now or hereafter to be authorized, or any notes, debentures, bonds
or other securities convertible into or carrying options, warrants or rights to
purchase shares of any class, now or hereafter to be authorized, whether or not
the issuance of any such shares or such notes, debentures, bonds or other
securities would adversely affect the dividend or voting rights of any such
shareholder, other than such rights, if any, as the Board, at its discretion,
from time to time may grant, and at such price as the Board, at its discretion
may fix; and the Board may issue shares of any class of stock of this
corporation or any notes, debentures, bonds or other securities convertible into
or carrying options, or warrants or rights to purchase shares of any class
without offering any such shares of any class of such notes, debentures, bonds
or other securities, either in whole or in part, to the existing shareholders of
any class.

                                  ARTICLE XII

     Special meetings of the shareholders may be called (1) by the president or
the Board of the corporation or (2) by the holders of at least fifty (50)
percent of all shares entitled to vote at the proposed special meeting

                                       10

<PAGE>
                                    ARTICLE XIII.

     The address of its initial registered office is 202 West Colorado Street,
La Grange, Texas 78943 and the name of its initial registered agent at such
address is Don Stricklin.

                                    ARTICLE XIV.

     (a)  The number of directors shall be fixed by the bylaws of the
corporation, and until changed by the bylaws, shall be seven (7); the names and
addresses of those who are to serve as directors until the first annual meeting
of the shareholders or until their successors are elected and qualified are as
follows:

        NAME                           ADDRESS

Bruce Frenzel                 State Bank - La Grange
                              606 S. Washington
                              La Grange, Texas 78945

Michael Kulhanek              State Bank - La Grange
                              P.O. Box 371
                              La Grange, Texas 78945

Lee D. Mueller, Jr.           State Bank - La Grange
                              P.O. Box 88
                              La Grange, Texas 78945

James D. Selman, Jr.          Central Texas Bank - Gonzales
                              Rt. 3 Box 38
                              Gonzales, Texas 78629

Michael R. Steinhauser        Central Texas Bank - Flatonia
                              P.O. Box Drawer D
                              Flatonia, Texas 78941

L. Don Stricklin              State Bank - La Grange
                              202 W. Colorado/P.O. Box B
                              La Grange, Texas 78945

Ervan E. Zouzalik             Central Texas Bank - Flatonia
                              205 S. Main/P.O. Box 279
                              Flatonia, Texas 78941-0279




                                       11
<PAGE>

         The Board shall have the power to alter, amend or repeal the bylaws of
the corporation or to adopt new bylaws, with the exception that the Board shall
have the authority to alter, amend or repeal any bylaw concerning the manner in
which directors are elected (including, without limitation, Section 1 of
Article III of the bylaws) only if such action is approved by a seventy percent
(70%) vote of the members of the Board.

         (b) The number of directors may be increased or decreased from time to
time by amendment to the bylaws approved by the shareholders as set forth in
the bylaws, but no decrease shall have the effect of shortening the term of any
incumbent director.

         (c) Directors shall be divided into three (3) classes, each class to
be as nearly equal in number as possible, the term of office of directors of
the first class to expire at the first annual meeting of shareholders after
their election, that of the second class to expire at the second annual meeting
after their election, and that of the third class to expire at the third annual
meeting after their election. At each annual meeting thereafter, Directors
equal to the number whose terms expire at the time of the meeting shall be
elected to hold office until the third succeeding annual meeting.

                                  ARTICLE XV.

         When evaluating any offer of another party to (i) purchase or exchange
any securities or property for any outstanding equity securities of the
corporation, (ii) merge or consolidate the corporation with another
corporation, or (iii) purchase or otherwise acquire all or substantially all of
the properties and assets of the corporation (each of the foregoing, an
"Acquisition Proposal") the Board may, in connection with the exercise of its
judgment in determining what is in the best interests of the corporation and
its shareholders, give due consideration not only to the price or other
consideration being offered but also to all other relevant factors, including
without limitation the financial and managerial resources and future prospects
of the other party; the possible effects of the Acquisition Proposal on the
business of the corporation and its subsidiaries and on the employees and
customers of the corporation and its subsidiaries and the effects of the
Acquisition Proposal on the communities in which the corporation's and its
subsidiaries' facilities are located.


                                       12

<PAGE>
In so evaluating any Acquisition Proposal, the Board shall be deemed to be
performing their duly authorized duties and acting in good faith and in the best
interests of the corporation within the meaning of the Act, as it may be
amended.

                                  ARTICLE XVI.

     The affirmative vote of the holders of not less than seventy percent (70%)
of the shares of the Common Stock and seventy percent (70%) of each other class,
if any, of the outstanding common capital stock of the corporation shall be
required at any meeting to approve any of the following transactions or to amend
or repeal the provisions of this Article XVI. This provision shall apply to the
following proposed transactions:

     (a) a merger or consolidation of the corporation or

     (b) a sale, exchange or lease of all or substantially all of the assets of
the corporation to any person or entity. For purposes of this provision,
substantially all of the assets shall mean such assets having a fair market
value or book value, whichever is greater, of twenty-five (25%) or more of the
total assets as reflected on a balance sheet of the corporation as of the date
no earlier than forty-five (45) days prior to any such acquisition of the
corporation's assets.

Except as otherwise required by these Articles of Incorporation, other business
may be conducted at such meeting as long as the holders of a majority of the
shares are represented in person or by proxy.

                                 ARTICLE XVII.

     The name and address of the incorporator is as follows:

          NAME                     ADDRESS

   PETER G. WEINSTOCK         1445 ROSS AVENUE, SUITE 3200
                              DALLAS, TEXAS 75202-2711


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<PAGE>
IN WITNESS WHEREOF, I have hereunto set my hand as of the 7th day of May, 1998.


                                             /s/ Peter G. Weinstock
                                             ----------------------------------
                                             Peter G. Weinstock

                                       14
<PAGE>

                                                -----------------------------
                                                            FILED
                                                   In the office of the
                                                Secretary of State of Texas
                                                       June 06 2002

                                                     Corporations Section

                                                -----------------------------


               ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION
                                       OF
                          TEXAS UNITED BANCSHARES, INC.

         Pursuant to the provisions of Article 4.04 of the Texas Business
Corporation Act, the undersigned corporation hereby adopts the following
Articles of Amendment to its Articles of Incorporation:

                                   ARTICLE ONE

         The name of the corporation is Texas United Bancshares, Inc.

                                   ARTICLE TWO

         The following amendments to the Articles of Incorporation were adopted
by the shareholders of the corporation on May 6, 2002.

         The amendment to Article IV(A) is a revision to the Articles of
Incorporation and the full text of the revised Article IV(A) is as follows:

                                  ARTICLE IV(A)

         The corporation is authorized to issue two classes of shares to be
designated respectively "preferred" and "common." The total number of shares of
all classes of stock which the corporation shall have authority to issue is
20,500,000, consisting of (1) 500,000 shares of Preferred Stock, no par value
per share ("Preferred Stock"), and (2) 20,000,000 shares of Common Stock, par
value $1.00 per share ("Common Stock"). The consideration for the issuance of
the shares shall be paid to or received by the corporation in full before the
issuance and shall not be less than the par value per share. The consideration
shall be as is permitted by the laws of the State of Texas. In the absence of
actual fraud in the transaction, the judgment of the Board of Directors of the
corporation (the "Board") as to the value of such consideration shall be
conclusive. Upon payment of such consideration, such shares shall be deemed to
be fully paid and nonassessable.

         The amendment to Article XVI is a revision to the Articles of
Incorporation and the full text of the revised Article XVI provision is as
follows:

                                   ARTICLE XVI

         The affirmative vote of the holders of not less than seventy percent
(70%) of the shares of the Common Stock and seventy percent (70%) of each other
class, if any, of the outstanding common capital stock of the corporation shall
be required at any meeting to approve any of the following transactions or to
amend or repeal the provisions of this Article XVI. This provision shall apply
to the following proposed transactions:



<PAGE>


                  (a)      a merger or consolidation of the corporation in which
                           the corporation will not be the surviving entity in
                           the transaction, or

                  (b)      a sale, exchange or lease of all or substantially all
                           of the assets of the corporation to any person or
                           entity. For purposes of this provision, substantially
                           all of the assets shall mean such assets having a
                           fair market value or book value, whichever is
                           greater, of twenty-five (25%) or more of the total
                           assets as reflected on a balance sheet of the
                           corporation as of a date no earlier than forty-five
                           (45) days prior to any such acquisition of the
                           corporation's assets.

         Except as otherwise required by these Articles of Incorporation, other
business may be conducted at such meeting as long as the holders of a majority
of the shares are represented in person or by proxy.

                                  ARTICLE THREE

                  The number of shares of the corporation outstanding at the
time of such adoption was 1,931,299; and the number of shares entitled to vote
thereon was 1,931,299.

                                  ARTICLE FOUR

                  The number of shares voted for the amendment to Article IV(A)
was 1,846,627 and the number of shares voted against such amendment was 67,332.
The number of shares abstaining was 17,340.

                  The number of shares voted for the amendment to Article XVI
was 1,835,810 and the number of shares voted against such amendment was 79,509.
The number of shares abstaining was 15,980.

         Dated: June 5, 2002

                                   TEXAS UNITED BANCSHARES, INC.



                                   By: /s/ L. Don Stricklin
                                       -----------------------------------------
                                       L. Don Stricklin
                                       President and Chief Executive Officer


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                                                              FILED
                                                        In the Office of the
                                                   Secretary of State of Texas
                                                            May 05 1999

                                                       Corporations Section
                                                 -------------------------------

                             ARTICLES OF AMENDMENT
                                     TO THE
                           ARTICLES OF INCORPORATION
                                       OF
                         TEXAS UNITED BANCSHARES, INC.

     Pursuant to the provisions of Article 4.04 of the Texas Business
Corporation Act, Texas United Bancshares, Inc., a Texas corporation (the
"Corporation") adopts the following Articles of Amendment to its Articles of
Incorporation:

                                   ARTICLE I

     The name of the Corporation is Texas United Bancshares, Inc.


                                   ARTICLE II

     The following amendment to the Articles of Incorporation was adopted by
the shareholders of the Corporation on April 22, 1999.

     The amendment alters Article IV (A) of the original Articles of
Incorporation and the text of such Article IV (A) is amended to read:

     "The corporation is authorized to issue two classes of shares to be
designated respectively "preferred" and "common." The total number of shares of
all classes of stock which the corporation shall have authority to issue is
3,500,000, consisting of (1) 500,000 shares of Preferred Stock, no par value
per share ("Preferred Stock"), and (2) 3,000,000 shares of Common Stock, par
value $1.00 per share ("Common Stock"). The consideration for the issuance of
the shares shall be paid to or received by the corporation in full before the
issuance and shall not be less than the par value per share. The consideration
shall be as is permitted by the laws of the State of Texas. In the absence of
actual fraud in the transaction, the judgment of the Board of Directors of the
corporation (the "Board") as to the value of such consideration shall be
conclusive. Upon payment of such consideration, such shares shall be deemed to
be fully paid and nonassessable."




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                                  ARTICLE III

     The number of shares of the Corporation outstanding at the time of such
adoption was 481,457; and the number of shares entitled to vote thereon was
481,457.

                                   ARTICLE IV

     The number of shares voted for such amendment was 364,895, which is 76% of
the outstanding shares; and the number of shares voted against such amendment
was 31,696.

                                   ARTICLE V

     The amendment to Article IV effects no change in the amount of stated
capital of the Corporation.

     DATED the 3 day of May, 1999.


                                   TEXAS UNITED BANCSHARES, INC.

                                   BY:     /s/ L. Don Stricklin
                                       -----------------------------
                                        L. Don Stricklin, President




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