Exhibit (3)ii

                               FFLC BANCORP, INC.
                                     BYLAWS


                            ARTICLE I - STOCKHOLDERS

Section 1. Annual Meeting.
--------------------------

An annual meeting of the stockholders,  for the election of Directors to succeed
those whose terms expire and for the  transaction  of such other business as may
properly come before the meeting, shall be held at such place, on such date, and
at such time as the Board of Directors  shall each year fix, which date shall be
within thirteen (13) months subsequent to the later of the date of incorporation
or the last annual meeting of stockholders.

Section 2. Special Meetings.
----------------------------

Subject to the rights of the holders of any class or series of  preferred  stock
of the  Corporation,  special meetings of stockholders of the Corporation may be
called  only by the Board of  Directors  pursuant to a  resolution  adopted by a
majority of the Whole Board.  The term "Whole Board" shall mean the total number
of Directors which the Corporation  would have if there were no vacancies on the
Board of Directors (hereinafter the "Whole Board")

Section 3. Notice of Meetings.
------------------------------

Written notice of the place,  date, and time of all meetings of the stockholders
shall be given,  not less than ten (10) nor more than sixty (60) days before the
date on which the meeting is to be held, to each stockholder entitled to vote at
such meeting, except as otherwise provided herein or required by law.

When a meeting is adjourned to another place, date or time,  written notice need
not be given of the  adjourned  meeting if the place,  date and time thereof are
announced at the meeting at which the adjournment is taken;  provided,  however,
that if the date of any  adjourned  meeting is more than  thirty (30) days after
the date for which the meeting was originally  noticed,  or if a new record date
is fixed for the adjourned meeting,  written notice of the place, date, and time
of the adjourned meeting shall be given in conformity herewith. At any adjourned
meeting,  any business may be transacted which might have been transacted at the
original meeting.

Section 4. Quorum.
------------------

At any  meeting of the  stockholders,  the  holders of a majority  of all of the
shares of the stock  entitled  to vote at the  meeting,  present in person or by
proxy  (after  giving  effect  to  the  provisions  of  Article  FOURTH  of  the
Corporation's  Certificate of Incorporation),  shall constitute a quorum for all
purposes,  unless or except to the extent that the  presence of a larger  number
may be required by law. Where a separate vote by a class or classes is required,
a  majority  of the  shares  of such  class or  classes  present  in  person  or
represented by proxy (after giving effect to the provisions of Article FOURTH of
the  Corporation's  Certificate  of  Incorporation)  shall  constitute  a quorum
entitled to take action with respect to that vote on that matter.
<PAGE>
If a quorum shall fail to attend any meeting, the chairman of the meeting or the
holders of a majority of the shares of stock  entitled to vote who are  present,
in person or by proxy, may adjourn the meeting to another place, date, or time.

Section 5. Organization.
------------------------

The Chairman of the Board of the  Corporation  or, in his or her  absence,  such
person as the Board of Directors may have  designated or, in the absence of such
a person,  such  person as may be chosen by the  holders  of a  majority  of the
shares  entitled to vote who are present,  in person or by proxy,  shall call to
order any  meeting  of the  stockholders  and shall  chair the  meeting.  In the
absence of the Secretary of the Corporation,  the secretary of the meeting shall
be such person as the chairman appoints.

Section 6. Conduct of Business.
-------------------------------

(a) The chairman of any meeting of  stockholders  shall  determine  the order of
business and the  procedures at the meeting,  including  such  regulation of the
manner of voting and the conduct of  discussion  as seem to him or her in order.
The date and time of the  opening  and closing of the polls for each matter upon
which  the  stockholders  will vote at the  meeting  shall be  announced  at the
meeting.

(b) At any  annual  meeting of the  stockholders,  only such  business  shall be
conducted  as shall  have  been  brought  before  the  meeting  (i) by or at the
direction  of  the  Board  of  Directors  or  (ii)  by  any  stockholder  of the
Corporation  who is entitled to vote with respect  thereto and who complies with
the  notice  procedures  set forth in this  Section  6(b).  For  business  to be
properly  brought before an annual  meeting by a stockholder,  the business must
relate to a proper subject  matter for  stockholder  action and the  stockholder
must have  given  timely  notice  thereof in  writing  to the  Secretary  of the
Corporation. To be timely, a stockholder's notice must be delivered or mailed to
and received at the principal  executive office of the Corporation not less than
ninety  (90) days prior to the date of the annual  meeting;  provided,  however,
that if less than one hundred  (100) days' notice or prior public  disclosure of
the  date  of the  meeting  is  given  or made to  stockholders,  notice  by the
stockholder  to be timely must b e received not later than the close of business
on the 10th day following the day on which such notice of the date of the annual
meeting was mailed or such public disclosure was made. A stockholder's notice to
the  Secretary  shall set forth as to each matter such  stockholder  proposes to
bring before the annual meeting (i) a brief  description of the business desired
to be brought  before the annual  meeting and the reasons  for  conducting  such
business at the annual meeting, (ii) the name and address, as they appear on the
Corporation's books, of the stockholder proposing such business, (iii) the class
and number of shares of the  Corporation's  capital stock that are  beneficially
owned by such stockholder and (iv) any material  interest of such stockholder in
such  business.  Notwithstanding  anything in these Bylaws to the  contrary,  no
business  shall be brought  before or conducted at an annual  meeting  except in
accordance  with the  provisions of this Section 6(b). The Chairman of the Board
or other  person  presiding  over the  annual  meeting  shall,  if the  facts so
warrant,  determine  and declare to the meeting  that  business was not properly
brought  before the meeting in  accordance  with the  provisions of this Section
6(b) and, if he should so determine,  he shall so declare to the meeting and any
such business so determined to be not properly  brought before the meeting shall
not be transacted.
<PAGE>
At any  special  meeting  of the  stockholders,  only  such  business  shall  be
conducted as shall have been brought  before the meeting by or at the  direction
of a majority of the Whole Board of Directors.

(c) Only persons who are nominated in accordance  with the  procedures set forth
in these  Bylaws shall be eligible for  election as  Directors.  Nominations  of
persons for election to the Board of Directors of the Corporation may be made at
a meeting of stockholders at which directors are to be elected only (i) by or at
the  direction  of the  Board of  Directors  or (ii) by any  stockholder  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  6(c).  Such
nominations,  other  than  those  made by or at the  direction  of the  Board of
Directors,  shall be made by timely  notice in writing to the  Secretary  of the
Corporation.  To be timely, a stockholder's  notice shall be delivered or mailed
to and received at the principal  executive  office of the  Corporation not less
than ninety (90) days prior to the date of the meeting; provided,  however, that
in the event that less than one hundred  (100) days' notice or prior  disclosure
of the  date of the  meeting  is given or made to  stockholders,  notice  by the
stockholder  to be  timely  must be so  received  not  later  than the  close of
business on the 10th day  following  the day on which such notice of the date of
the meeting was mailed or such public  disclosure was made.  Such  stockholder's
notice shall set forth (i) as to each person whom such  stockholder  proposes to
nominate for election or re-election as a Director,  all information relating to
such person that is required to be  disclosed  in  solicitations  of proxies for
election  of  Directors,  or is  otherwise  required,  in each case  pursuant to
Regulation 14A under the Securities  Exchange Act of 1934, as amended (including
such person's written consent to being named in the proxy statement as a nominee
and to serving as a Director if elected);  and (ii) as to the stockholder giving
the notice (x) the name and address, as they appear on the Corporation's  books,
of such stockholder and (y) the class and number of shares of the  Corporation's
capital stock that are beneficially owned by such stockholder. At the request of
the Board of  Directors  any  person  nominated  by the Board of  Directors  for
election as a Director  shall furnish to the Secretary of the  Corporation  that
information  required to be set forth in a  stockholder's  notice of  nomination
which  pertains to the  nominee.  No person  shall be eligible for election as a
Director of the Corporation  unless  nominated in accordance with the provisions
of this Section 6(c). The Chairman of the Board or other person presiding at the
meeting shall, if the facts so warrant, determine that a nomination was not made
in accordance with such  provisions and, if he or she shall so determine,  he or
she shall so  declare  to the  meeting  and the  defective  nomination  shall be
disregarded.

Section 7. Proxies and Voting.
------------------------------

At any meeting of the stockholders,  every stockholder entitled to vote may vote
in person or by proxy authorized by an instrument in writing filed in accordance
with the  procedure  established  for the meeting or by proxy by internet at the
discretion of the Board of Directors.  Any facsimile  telecommunication or other
reliable  reproduction of the writing or transmission  created  pursuant to this
paragraph  may be  substituted  or  used  in lieu  of the  original  writing  or
transmission  for any  and all  purposes  for  which  the  original  writing  or
transmission could be used, provided that such copy, facsimile telecommunication
or other  reproduction  shall be a complete  reproduction of the entire original
writing or transmission.
<PAGE>
A stockholder  may also authorize  another person or persons to act as his proxy
by  transmitting or authorizing  the  transmission  of a telegram,  cablegram or
other means of  electronic  transmission,  as  authorized  by the Whole Board of
Directors and permitted  under Section 212 of the Delaware  General  Corporation
Law.

All voting,  including the election of Directors but excepting  where  otherwise
required by law or by the governing documents of the Corporation, may be made by
a voice vote;  provided,  however,  that upon demand  therefore by a stockholder
entitled to vote or his her proxy, a stock vote shall be taken. Every stock vote
shall be taken by ballot,  each of which shall state the name of the stockholder
or  proxy  voting  and such  other  information  as may be  required  under  the
procedures established for the meeting. The Board of Directors shall, in advance
of any meeting of  stockholders,  appoint one or more  inspectors  to act at the
meeting and make a written report thereof.  The Board of Directors may designate
one or more persons as alternate  inspectors  to replace any inspector who fails
to  act.  If  no  inspector  or  alternate  is  able  to  act  at a  meeting  of
stockholders, the Chairman of the Board, or in his absence such person presiding
at the meeting shall appoint one or more inspectors to act at the meeting.  Each
inspector, before entering upon the discharge of his duties, shall take and sign
an oath  faithfully to execute the duties of inspector with strict  impartiality
and according to the best of his or her ability.

All  elections  for  Directors  shall be  determined by a plurality of the votes
cast, and except as otherwise  required by law, the Certificate of Incorporation
or these  Bylaws,  all other  matters  shall be  determined by a majority of the
votes cast affirmatively or negatively.

Section 8. Stock List.
----------------------

A complete list of stockholders entitled to vote at any meeting of stockholders,
arranged in  alphabetical  order for each class of stock and showing the address
of each such stockholder and the number of shares registered in his or her name,
shall  be open to the  examination  of any  such  stockholder,  for any  purpose
germane to the meeting,  during ordinary business hours for a period of at least
ten (10) days prior to the meeting,  either at a place within the city where the
meeting  is to be held,  which  place  shall be  specified  in the notice of the
meeting, or if not so specified, at the place where the meeting is to be held.

The stock list shall also be kept at the place of the  meeting  during the whole
time thereof and shall be open to the examination of any such stockholder who is
present.   This  list  shall   presumptively   determine  the  identity  of  the
stockholders  entitled  to vote at the  meeting and the number of shares held by
each of them.

Section 9. Consent of Stockholders in Lieu of Meeting.
------------------------------------------------------

Subject to the rights of the holders of any class or series of  preferred  stock
of the  Corporation,  any  action  required  or  permitted  to be  taken  by the
stockholders of the Corporation must be effected at an annual or special meeting
of  stockholders  of the  Corporation  and may not be effected by any consent in
writing by such stockholders.
<PAGE>
                         ARTICLE II - BOARD OF DIRECTORS

Section 1. General Powers. Number and Term of Office.
-----------------------------------------------------

The business and affairs of the Corporation  shall be under the direction of its
Board of Directors. The number of Directors who shall constitute the Whole Board
shall be seven.  The Board of Directors  shall  annually elect a Chairman of the
Board and a Vice  Chairman of the Board from among its  members.  When  present,
either the  Chairman  of the Board or the Vice  Chairman  of the Board,  in that
order of precedence, shall preside at meetings of the Board of Directors.

The  Directors,  other than those who may be elected by the holders of any class
or series of  Preferred  Stock,  shall be divided,  with respect to the time for
which they severally hold office, into three classes, with the term of office of
the first class to expire at the first annual meeting of stockholders,  the term
of office of the second  class to expire at the annual  meeting of  stockholders
one year  thereafter  and the term of office of the third class to expire at the
annual meeting of stockholders two years thereafter,  with each Director to hold
office until his or her successor shall have been duly elected and qualified. At
each  annual  meeting  of  stockholders,  Directors  elected  to  succeed  those
Directors  whose  terms then  expire  shall be  elected  for a term of office to
expire at the third  succeeding  annual  meeting  of  stockholders  after  their
election,  with each  Director to hold office until his or her  successor  shall
have been duly elected and qualified.

Section 2. Vacancies and Newly Created Directorships.
-----------------------------------------------------

Subject to the rights of the holders of any class or series of Preferred  Stock,
and  unless  the  Board  of  Directors  otherwise   determines,   newly  created
directorships  resulting from any increase in the authorized number of directors
or any vacancies in the Board of Directors  resulting  from death,  resignation,
retirement,  disqualification,  removal from office or other cause may be filled
only by a majority  vote of the  Directors  then in office,  though  less than a
quorum,  and  Directors so chosen  shall hold office for a term  expiring at the
annual meeting of stockholders at which the term of office of the class to which
they have been elected  expires and until such  Director's  successor shall have
been duly  elected  and  qualified.  No  decrease  in the  number of  authorized
directors  constituting  the  Board  shall  shorten  the  term of any  incumbent
Director.

Section 3. Regular Meetings.
----------------------------

Regular  meetings  of the  Board of  Directors  shall  be held at such  place or
places,  on such  date or dates,  and at such  time or times as shall  have been
established  by the Board of Directors and  publicized  among all  Directors.  A
notice of each regular meeting shall not be required.

Section 4. Special Meetings.
----------------------------

Special  meetings of the Board of  Directors  may be called by a majority of the
Directors  then in office  (rounded up to the nearest whole  number),  or by the
Chairman of the Board and shall be held at such place, on such date, and at such
time as they, or he or she,  shall fix.  Notice of the place,  date, and time of
<PAGE>
each such special  meeting shall be given each Director by whom it is not waived
by mailing  written  notice not less than five (5) days before the meeting or by
telegraphing or telexing or by facsimile  transmission of the same not less than
twenty-four  (24) hours before the meeting.  Unless  otherwise  indicated in the
notice thereof, any and all business may be transacted at a special meeting.

Section 5. Quorum.
------------------

At any  meeting of the Board of  Directors,  a majority of the Whole Board shall
constitute  a quorum  for all  purposes.  If a quorum  shall  fail to attend any
meeting,  a majority of those present may adjourn the meeting to another  place,
date, or time, without further notice or waiver thereof.

Section 6. Participation in Meetings By Conference Telephone.
------------------------------------------------------------

Members of the Board of Directors,  or of any committee thereof, may participate
in a meeting of such Board or  committee  by means of  conference  telephone  or
similar communications  equipment by means of which all persons participating in
the meeting can hear each other and such participation shall constitute presence
in person at such meeting.

Section 7. Conduct of Business.
-------------------------------

At any meeting of the Board of Directors,  business  shall be transacted in such
order and manner as the Board or the Chairman of the Board may from time to time
determine,  and all matters shall be determined by the vote of a majority of the
Directors  present,  except as  otherwise  provided  herein or  required by law.
Action may be taken by the Board of  Directors  without a meeting if all members
thereof consent  thereto in writing,  and the writing or writings are filed with
the minutes of proceedings of the Board of Directors.

Section 8. Powers.
------------------

The Board of Directors may,  except as otherwise  required by law,  exercise all
such powers and do all such acts and things as may be  exercised  or done by the
Corporation,  including,  without limiting the generality of the foregoing,  the
unqualified power:

     (1)  To declare dividends from time to time in accordance with law;
     (2)  To purchase or otherwise acquire any property, rights or privileges on
          such terms as it shall determine;
     (3)  To authorize the creation, making and issuance, in such form as it may
          determine,  of  written  obligations  of  every  kind,  negotiable  or
          non-negotiable,  secured or unsecured,  and to do all things necessary
          in connection therewith;
     (4)  To remove any Officer of the  Corporation  with or without cause,  and
          from time to time to  dissolve  the powers  and duties of any  Officer
          upon any other person for the time being;
<PAGE>
     (5)  To confer  upon any Officer of the  Corporation  the power to appoint,
          remove and suspend subordinate Officers, employees and agents;
     (6)  To adopt from time to time such stock option; stock purchase, bonus or
          other compensation plans for Directors, Officers, employees and agents
          of the Corporation and its subsidiaries as it may determine;
     (7)  To adopt  from  time to time  such  insurance,  retirement,  and other
          benefit  plans for  Directors,  Officers,  employees and agents of the
          Corporation and its subsidiaries
     (8)  To adopt from time to time  regulations,  not inconsistent  with these
          Bylaws, for the management of the Corporation's business and affairs.

Section 9. Compensation of Directors.
-------------------------------------

Directors,  as  such,  may  receive,  pursuant  to  resolution  of the  Board of
Directors,  fixed fees and other  compensation  for their services as Directors,
including,  without  limitation,  their services as members of committees of the
Board of Directors.

Section  10. Age  Limitations  (Amended  8/22/96).  No person 72 years of age or
above shall be eligible for election,  reelection,  appointment or reappointment
to the board of FFLC  Bancorp,  Inc. A director who reaches the age of 72 during
his term of service on the board may  complete  the term as  director.  This age
limitation does not apply to an advisory director.

                            ARTICLE III - COMMITTEES

Section 1. Committees of the Board of Directors.
------------------------------------------------

The Board of Directors, by a vote of a majority of the Whole Board of Directors,
may from time to time  designate  committees  of the Board,  with such  lawfully
delegable powers and duties as it thereby confers, to serve at the pleasure of a
majority  of the Whole  Board and  shall,  for these  committees  and any others
provided  for herein,  elect a Director or  Directors  to serve as the member or
members,  designating,  if it desires,  other Directors as alternate members who
may replace any absent or  disqualified  member at any meeting of the committee.
The Board of Directors, by a resolution adopted by a majority of the Whole Board
may terminate any committee previously established.  Any committee so designated
by  resolution  adopted by a majority of the Whole Board may  exercise the power
and authority of the Board of Directors to declare a dividend,  to authorize the
issuance of stock or to adopt a certificate of ownership and merger  pursuant to
Section 253 of the Delaware  General  Corporation  Law if the  resolution  which
designates the committee or a supplemental  resolution of the Board of Directors
shall so  provide.  In the  absence  or  disqualification  of any  member of any
committee and any alternate member in his or her place, the member or members of
the committee present at the meeting and not disqualified  from voting,  whether
or not he or she or they  constitute  a quorum,  may by  unanimous  vote appoint
another  member of the Board of  Directors to act at the meeting in the place of
the absent or disqualified member.

Section 2. Conduct of Business.
-------------------------------

Each committee may determine the procedural rules for meeting and conducting its
business and shall act in  accordance  therewith,  except as otherwise  provided
herein or required by law or the Board of Directors. Adequate provision shall be
made for notice to members of all  meetings;  a majority  of the  members  shall
<PAGE>
constitute a quorum  unless the  committee  shall  consist of one (1) or two (2)
members,  in which  event one (1)  member  shall  constitute  a quorum;  and all
matters shall be determined  by a majority vote of the members  present.  Action
may be taken by any committee  without a meeting if all members  thereof consent
thereto in writing,  and the  writing or writings  are filed with the minutes of
the proceedings of such committee.

Section 3. Nominating Committee.
--------------------------------

The Board of Directors,  by resolution adopted by a majority of the Whole Board,
shall appoint a Nominating  Committee of the Board,  consisting of not less than
three (3) members of the Board of  Directors,  one of whom shall be the Chairman
of the Board.  The Nominating  Committee  shall have authority (a) to review any
nominations  for election to the Board of Directors made by a stockholder of the
Corporation  pursuant to Section  6(c)(ii) of Article 1 of these Bylaws in order
to determine  compliance with such Bylaw and (b) to recommend to the Whole Board
nominees for election to the Board of Directors (i) to replace  those  Directors
whose terms expire at the annual meeting of  stockholders  next ensuing and (ii)
to   fill   vacancies   resulting   from   death,    resignation,    retirement,
disqualification,  removal  from office or other  cause,  or  resulting  from an
increase in the authorized number of Directors.

                              ARTICLE IV - OFFICERS

Section 1. Generally
--------------------

(a) The  Board of  Directors  as soon as may be  practicable  after  the  annual
meeting of stockholders  shall choose a Chairman of the Board,  Vice-Chairman of
the Board, President, one or more Vice Presidents, and a Secretary and from time
to time may choose such other  officers as it may deem  proper.  The Chairman of
the Board shall be an outside  member of the Board of  Directors.  Any number of
offices  may be held by the same  person.  The  Chairman  of the Board shall not
serve for more than three consecutive annual one year terms.

(b) The term of office of all Officers  shall be until the next annual  election
of Officers and until their respective successors are chosen but any Officer may
be removed from office at any time by the affirmative  vote of a majority of the
authorized number of Directors then  constituting the Board of Directors,  or by
the Chairman of the Board.

(c) All  Officers  chosen by the Board of Directors or the Chairman of the Board
shall each have such powers and duties as generally  pertain to their respective
Offices,  subject to the specific  provisions  of this ARTICLE IV. Such officers
shall also have such powers and duties as from time to time may be  conferred by
the Board of Directors.

Section 2. Chief Executive Officer and President.
-------------------------------------------------

The Chief  Executive  Officer and President,  subject to the provisions of these
Bylaws and to the direction of the Board of Directors,  shall serve in a general
executive  capacity.  He shall  perform all duties and have all powers which are
commonly incident to the office of President & CEO or which are delegated to him
by the Board of Directors.  He shall have power to sign all stock  certificates,
contracts and other instruments of the Corporation which are authorized.
<PAGE>
He shall also have general  responsibility for the management and control of the
business and affairs of the  Corporation  and shall  perform all duties and have
all powers  which are commonly  incident to the offices of  President  and Chief
Executive  Officer  or which are  delegated  to him by the  Board of  Directors.
Subject  to the  direction  of the Board of  Directors,  he shall  have  general
supervision  of  all  of  the  other  Officers,  employees  and  agents  of  the
Corporation.

Section 3. Vice President.
--------------------------

The Vice  Presidents  shall  perform the duties and exercise the powers  usually
incident to their  respective  offices an-or such other duties and powers as may
be properly  assigned to them by the Board of  Directors  or the Chairman of the
Board. A Vice  President or Vice  Presidents may be designated as Executive Vice
President or Senior Vice President.

Section 4. Secretary.
---------------------

The Secretary or Assistant Secretary shall issue notices of meetings, shall keep
their  minutes,  shall have charge of the seal and the  corporate  books,  shall
perform such other duties and exercise such other powers as are usually incident
to such  office  an-or such other  duties  and powers as are  properly  assigned
thereto by the Board of Directors  or the Chairman of the Board.  Subject to the
direction of the Board of Directors,  the Secretary shall have the power to sign
all stock certificates.

Section 5. Assistant Secretaries and Other Officers.
----------------------------------------------------

The Board of  Directors  or the  Chairman  of the Board may  appoint one or more
Assistant  Secretaries  and such other  Officers  who shall have such powers and
shall  perform such duties as are provided in these Bylaws or as may be assigned
to them by the Board of Directors or the Chairman of the Board.

Section 6. Action with Respect to Securities of Other Corporations.
-------------------------------------------------------------------

Unless otherwise  directed by the Board of Directors,  the Chairman of the Board
or any Officer of the Corporation  authorized by the Chairman of the Board shall
have power to vote and otherwise act on behalf of the Corporation,  in person or
by proxy,  at any meeting of  stockholders  of or with  respect to any action of
stockholders  of any  other  corporation  in  which  this  Corporation  may hold
securities  and  otherwise  to exercise any and all rights and powers which this
Corporation  may possess by reason of its  ownership of securities in such other
corporation.

                                ARTICLE V - STOCK

Section 1. Certificates of Stock.
---------------------------------

Each stockholder shall be entitled to a certificate signed by, or in the name of
the  Corporation  by, the  Chairman  of the Board or the  President,  and by the
Secretary or an Assistant  Secretary,  certifying  the number of shares owned by
him or her. Any or all of the signatures on the certificate may be a facsimile.
<PAGE>
Section 2. Transfers of Stock.
------------------------------

Transfers of stock shall be made only upon the transfer books of the Corporation
kept at an  office  of the  Corporation  or by  transfer  agents  designated  to
transfer shares of the stock of the  Corporation.  Except where a certificate is
issued in accordance with Section 4 of Article V of these Bylaws, an outstanding
certificate  for  the  number  of  shares  involved  shall  be  surrendered  for
cancellation before a new certificate is issued therefor.

Section 3. Record Date.
-----------------------

In order that the Corporation may determine the stockholders  entitled to notice
of or to vote at any  meeting  of  stockholders,  or to  receive  payment of any
dividend or other  distribution  or  allotment  of any rights or to exercise any
rights in respect of any  change,  conversion  or  exchange  of stock or for the
purpose of any other  lawful  action,  the Board of  Directors  may fix a record
date,  which  record  date shall not  precede  the date on which the  resolution
fixing the record date is adopted  and which  record date shall not be more than
sixty (60) days nor less than ten (10) days  before  the date of any  meeting of
stockholders,  nor more than  sixty  (60) days  prior to the time for such other
action as hereinbefore described;  provided,  however, that if no record date is
fixed by the Board of Directors,  the record date for  determining  stockholders
entitled  to notice of or to vote at a meeting of  stockholders  shall be at the
close of business on the day next preceding the day on which notice is given or,
if notice is waived,  at the close of business on the next day preceding the day
on which the meeting is held,  and,  for  determining  stockholders  entitled to
receive payment of any dividend or other  distribution or allotment or rights or
to  exercise  any rights of change,  conversion  or exchange of stock or for any
other  purpose,  the record date shall be at the close of business on the day on
which the Board of Directors adopts a resolution relating thereto.

A determination  of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the Board of Directors may fix a new record date for the adjourned
meeting.

Section 4. Lost. Stolen or Destroyed Certificates.
--------------------------------------------------

In the event of the loss,  theft or  destruction  of any  certificate  of stock,
another may be issued in its place pursuant to such  regulations as the Board of
Directors may establish  concerning proof of such loss, theft or destruction and
concerning the giving of a satisfactory bond or bonds of indemnity.

Section 5. Regulations.
-----------------------

The issue, transfer,  conversion and registration of certificates of stock shall
be governed by such other regulations as the Board of Directors may establish.
<PAGE>
                              ARTICLE VI - NOTICES
                              --------------------

Section 1. Notices.
-------------------

Except as otherwise specifically provided herein or required by law, all notices
required to be given to any stockholder,  Director,  Officer,  employee or agent
shall be in  writing  and may in every  instance  be  effectively  given by hand
delivery  to the  recipient  thereof,  by  depositing  such notice in the mails,
postage paid, or by sending such notice by prepaid telegram or mailgram or other
courier.  Any such notice  shall be  addressed  to such  stockholder,  Director,
Officer,  employee or agent at his or her last known address as the same appears
on the books of the Corporation.  The time when such notice is received, if hand
delivered,  or  dispatched,  if  delivered  through  the mails or by telegram or
mailgram or other courier, shall be the time of the giving of the notice.

Section 2. Waivers.
-------------------

A written  waiver of any notice,  signed by a  stockholder,  Director,  Officer,
employee  or  agent,  whether  before  or after  the time of the event for which
notice is to be given,  shall be deemed  equivalent to the notice required to be
given to such stockholder,  Director,  Officer,  employee or agent.  Neither the
business nor the purpose of any meeting need be specified in such a waiver.

                           ARTICLE VII - MISCELLANEOUS
                           ---------------------------

Section 1. Facsimile Signatures.
--------------------------------

In  addition  to the  provisions  for  use  of  facsimile  signatures  elsewhere
specifically authorized in these Bylaws,  facsimile signatures of any Officer or
officers of the  Corporation may be used whenever and as authorized by the Board
of Directors or a committee thereof designated by the Board.

Section 2. Corporate Seal.
--------------------------

The Board of Directors may provide a suitable  seal,  containing the name of the
Corporation,  which seal shall be in the charge of the Secretary. If and when so
directed by the Board of Directors or a designated committee thereof, duplicates
of the  seal  may be kept  and  used by the  Chief  Financial  Officer  or by an
Assistant Secretary or an assistant to the Chief Financial Officer.

Section 3. Reliance Upon Books, Reports and Records.
----------------------------------------------------

Each  Director,  each  member  of  any  committee  designated  by the  Board  of
Directors,  and each Officer of the Corporation shall, in the performance of his
or her  duties,  be fully  protected  in relying in good faith upon the books of
account or other records of the Corporation and upon such information, opinions,
reports or  statements  presented to the  Corporation  by any of its Officers or
employees, or committees of the Board of Directors so designated, or by lawyers,
accountants,  agents or any other  person as to matters  which such  Director or
committee member or officer  reasonably  believes are within such other person's
professional or expert competence and who has been selected with reasonable care
by or on behalf of the Corporation.
<PAGE>
Section 4. Fiscal Year.
-----------------------

The fiscal year of the Corporation shall be as fixed by the Board of Directors.

Section 5. Time Periods.
------------------------

In applying any provision of these Bylaws which  requires that an act be done or
not be done a specified  number of days prior to an event or that an act be done
during a period of a specified  number of days prior to an event,  calendar days
shall be used, the day of the doing of the act shall be excluded, and the day of
the event shall be included.

                            ARTICLE VIII - AMENDMENTS
                            -------------------------

The Board of Directors by a resolution adopted by a majority of the Whole Board,
may amend,  alter or repeal these  Bylaws at any meeting of the Board,  provided
notice of the  proposed  change  was  given not less than two days  prior to the
meeting.  The stockholders shall also have power to amend, alter or repeal these
Bylaws at any meeting of stockholders provided notice of the proposed change was
given in the notice of the meeting; provided, however, that, notwithstanding any
other  provisions  of the Bylaws or any  provision of law which might  otherwise
permit a lesser vote or no vote, but in addition to any affirmative  vote of the
holders of any  particular  class or series of the voting stock required by law,
the  Certificate  of  Incorporation,  any Preferred  Stock  Designation or these
Bylaws, the affirmative votes of the holders of at least 80% of the voting power
(taking into account the  provisions  of Article  FOURTH of the  Certificate  of
Incorporation)  of all the  then-outstanding  shares of the Voting  Stock voting
together as a single  class,  shall be  required  to alter,  amend or repeal any
provisions of these Bylaws.

The above  Bylaws are  effective as of  September  16,  1993,  the date of their
adoption by the incorporator of FFLC Bancorp, Inc.
<PAGE>
               EXCERPTS FROM THE MINUTES OF THE FFLC BANCORP, INC.
                               BOARD OF DIRECTORS
                         MEETING HELD ON AUGUST 22, 1996

               The following new Section 10 replaces the existing
            section 10 (Retirement of Directors) of Article II of the
                          Bylaws of FFLC Bancorp, Inc.

Section 10.     Age Limitations.
--------------------------------

No person 72 years of age or above shall be eligible for  election,  reelection,
appointment or reappointment  to the board of FFLC Bancorp,  Inc. A director who
reaches the age of 72 during his term of service on the board may  complete  the
term as director. This age limitation does not apply to an advisory director.

         I hereby  certify  that the forgoing is a true copy of the action taken
by the Board of Directors of the FFLC Bancorp, Inc., Leesburg, Florida, and that
it remains in full force and effect.

Sandra L. Rutschow, Secretary