Exhibit

2.1Time, Place, Presiding Officer and Secretary. Unless otherwise required by law or these By-laws, all meetings of shareholders shall be held at place, within or without the State of Louisiana, as may be designated by the Board of Directors. At everyshareholders meeting, the Chief Executive Officer or, in his absence, the Chairman of theBoard, shall preside, and the Secretary, or in his absence the appointee of the presiding officer at the meeting, shall act as Secretary of the meeting,

2.2Annual Meeting. An annual meeting of the shareholders shall be held on the date and at the time as the Board of Directors shall designate, for the purpose of electing directors and for the transaction of such other business as may properly be brought before the meeting. If no annual shareholders' meeting is held for a period of eighteen months, any shareholder may call such meeting to be held at the registered office of the Corporation as shown on the records of the State of Louisiana.

2.3Special Meetings. Special meetings of the shareholders, for any lawful purpose or purposes, may be called in the manner prescribed in Article 9B of the Articles of Incorporation and under the procedures specified in Article 9D. At any time, upon the written request of any shareholder or shareholders holding in the aggregate a majority of the total voting power, the Secretary shall call a special meeting of shareholders to be held at the registered office of the Corporation as such time as the Secretary may fix, not less than fifteen nor more than sixty days after the actual receipt of the request. Such request shall state the purposes of the proposed special meeting, and the business conducted at such special meeting shall be limited to the purposes stated in such request.

2.4Notice of Meetings. Except as otherwise provided by law, the authorized person or persons calling a shareholders’ meeting shall cause written notice of the time, place and purpose of the meeting to be given to all shareholders entitled to vote at such meeting at least ten days and not more than sixty days prior to the day fixed for the meeting. Notice of the annual meeting need not state the purpose thereof, unless action is to be taken at the meeting as to which notice is required by law or these By-laws. Notice of a special meeting shall state the purpose or purposes thereof, and the business conducted at any special meeting shall be limited to the purposes stated in the notice.

2.5List of Shareholders. At every meeting of shareholders, a list of shareholders entitled to vote, arranged alphabetically and certified by the Secretary or by the agent of the Corporation having charge of transfers of shares, showing the number and class of shares held by each such shareholder on the record date for the meeting, shall be produced on the request of any shareholder.

2.8Voting; Judges of Election. Each shareholder shall have one vote for each share of stock having voting power registered in his name on the books of the Corporation on the record date for the determination of shareholders entitled to vote. Except as otherwise required by the Articles of Incorporation, these By-laws or express provision of law, a majority of votes actually cast shall decide any matter properly brought before a shareholders' meeting, other tan the election of directors. Directors shall be elected by plurality vote.

The Board or the Chief Executive Officer may at any time appoint two or more persons to server as Judges of Election at any shareholders meeting to act as judges and tellers with respect to all votes by ballot at such meeting. If any Judge is absent or refuses to act, and his office is not filled by the Board, the Chief Executive Officer or the presiding officer at the meeting may appoint a Judge or Judges.

2.9Proxies. Each shareholder entitled to vote at a meeting of shareholders may vote in person, or may authorize another person or persons to act for him or her by proxy. Any proxy may be signed by such shareholder or by his or her authorized officer, director, employee, or agent signing such writing or causing his or her signature to be affixed to such writing by any reasonable means including, but not limited to facsimile signature, and shall be delivered to the Secretary of the Corporation, or may be authorized by telegram, cablegram or other means of electronic transmission; however, any such telegram, cablegram, or other means of electronic transmission shall be submitted with information from which it can be determined that the telegram, cablegram or other electronic transmission was authorized by the shareholder. If it is determined that such telegrams, cablegrams, or other electronic transmissions are valid, the Judges of Election or other such persons making that determination, shall specify the information upon which they relied. Any copy, facsimile telecommunication, or other reliable reproduction n of the writing or transmission may be substituted or used in lieu of the original writing or transmission, for all purposes for which the original writing or transmission could be used; however, such copy, facsimile telecommunication, or other reliable reproduction shall be a complete reproduction of the entire original writing or transmission. No proxy shall be valid after the expiration of eleven months from the date of its execution unless some other definite period of validity shall expressly be provided in the proxy; but in no case shall an outstanding proxy be valid for longer than three years. A proxy shall be revocable at will, unless otherwise valⁱdly provided by agreement or by any provision of the proxy, The revocation of a proxy

2.10Adjournments; Postponements; Cancellation. Adjournments of any annual or special meeting of shareholders may be taken without new notice being given unless a new record date is fixed for the adjourned meeting, but any meeting at which directors are to, be elected shall be adjourned only from day to day until such directors shall have been elected. Any previously scheduled shareholders meeting may be postponed, and any special meeting of shareholders may be canceled, by resolution of the Board upon public notice given prior to the date previously scheduled for such meeting, except as may otherwise be required by law or the Articles of Incorporation.

2.11Lack of Quorum. If a meeting cannot be organized because a quorum has not attended, those present may adjourn the meeting to such time and place as they may determine, subject, however, to the provisions of Section 2.10 hereof. In the case of any meeting called for the election of directors, those who attend the second of such adjourned meetings, although less than a quorum as fixed in Section 2.6 hereof, shall nevertheless constitute a quorum for the purpose of electing directors.

A. Except as otherwise provided in Section 3.6 of these By-Laws or required by applicable law, the only items of business which shall be conducted at any meeting of shareholders shall (i) have been specified in the written notice of the meeting given in accordance with Section 2.4 of these By-Laws, (ii) be brought before the meeting at the direction of the Board or the presiding officer of the meeting, (iii) have been submitted to the Corporation in compliance with Rule 14a-8 under the Securities Exchange Act of 1934, to the extent and only to the extent that such rule requires that such proposal be submitted to shareholders notwithstanding the provisions of these Bylaws or (iv) be brought in accordance with the provisions of Article 9D of the Article of Incorporation.

3.1Number. The number of authorized directors shall be ten, provided that if after proxy materials for any annual meeting of shareholders are mailed to shareholders any person named therein to be nominated at the direction of the Board of Directors becomes unable or unwilling to serve, and the Board of Directors has not named a replacement nominee, the foregoing number of authorized directors shall be automatically reduced by a number equal o the number of such persons; and provided further that upon the consummation of any transaction involving the acquisition by the Corporation, directly or indirectly, of another entity (“Target Corporation”), where the acquisition agreement with respect thereto provides that designees of the Target Corporation shall become members of the Board of Directors, the number of authorized directors shall be increased automatically by the number of such designees. When the number of directors is changed, the Board of Directors shall determine the class or classes to which the increased or decreased number of directors shall be apportioned.

3.2General Powers; Election. All of the corporate powers shall be vested in, and the business and affairs of' the Corporation shall be managed by, the Board of Directors. The Board of Directors may exercise all such powers of the Corporation and do all such lawful acts things which arc not by law, the Articles of Incorporation or these By-laws directed or required to be done by the Chief Executive Officer or the shareholders. Directors shall be elected at the annual meeting of shareholders as specified in Article 6B of the Articles of Incorporation and shall hold office for three years or until their successors are chosen and have qualified.

3.3Vacancies. Except as otherwise provided in the Articles of Incorporation or these By-laws, (a) the office of a director shall become vacant if he dies, resigns, or is removed from office, and (b) the Board of Directors may declare vacant the office of a director if (i) he is interdicted or adjudicated an incompetent, (ii) an action is filed by or against him, or any entity of which he is employed as his principal business activity, under the bankruptcy laws of the United States, (iii) in the sole opinion of the Board of Directors he becomes incapacitated by illness or other infirmity so that he is unable to perform his duties for a period of six months or longer, or (iv) he ceases at any time to have the qualifications required by law, the Articles of Incorporation or these By-laws. The Nominating and Corporate Governance Committee of the Board of Directors may, by a majority vote, recommend to the Board of Directors the person be elected by a majority vote of the Board of Directors to fill any vacancy on the Board of Directors (including any vacancy resulting from an increase in the authorized number of directors, or from the failure of the shareholders to elect the full number of authorized directors) for an unexpired term; provided that the shareholders shall have the right at any special meeting called for such purposes prior to action by the Board of Directors to fill the vacancy.

3.5Chairman of the Board. At the first meeting of each newly-elected Board of Directors, or at such other time when there shall be a vacancy, the Board of Directors shall elect one of its members as Chairman of the Board to serve at the pleasure of the Board of Directors. The Chairman of the Board shall, if present, open and close all meetings of the Board of Directors and the shareholders, shall preside at all meetings of the Board of Directors, shall be authorized to call special meetings of the Board of Directors as provided in Section 4.4, and shall have such other powers and duties as may be prescribed by the Board of Directors. The Board of Directors may determine the compensation of the Chairman of the Board.

A.Except where the Corporation is legally required by contract or otherwise to provide third parties with the ability to nominate Directors, the Nominating and Corporate Governance Committee of the Board of Directors shall be responsible for (i) identifying individuals qualified to become Board members and (ii) recommending to the Board of Directors the persons to be nominated by the Board for election as Directors at the annual meeting of shareholders. Nominations for the election of Directors may be made by or at the direction of the Board upon the recommendation of the Nominating and Corporate Governance Committee or by any shareholder entitled to vote in the election of Directors generally. However, any such shareholder may nominate one or more persons for election as Directors at a meeting only in compliance with Article 6F of the Articles of Incorporation.

4.2Annual Meeting. The first meeting of each newly-elected Board of Directors shall be held following the annual shareholders' meeting in the Board Room at the Corporation principal office or at such other place as the Board of Directors may determine, and no notice of such first meeting shall be necessary to the newly-elected directors in order legally to constitute the meeting.

4.4Special Meeting; Notice. Special meetings of the Board of Directors may be called by the Authorized Person on two days notice given to each director, either personally or by telephone, mail or telegram. Special meetings shall be called by the Authorized Person in like manner and on like notice on the written request of a majority of the Board of Directors and, if the Authorized Person fails or refuses or is unable to call a special meeting within twenty-four hours of such request, then a majority of the Board of Directors may call the special meeting on two days notice given to each director. As used in this Section 4.4, the term “Authorized Person” shall mean the Chief Executive Officer or the Chairman of the Board.

4.5Quorum: Adjournments. A majority of the Board of Directors shall be necessary to constitute a quorum for the transaction of business, and except as otherwise provided by law, or these By-laws, the acts of a majority of the directors present at a meeting at which a quorum is present and shall be the acts of the Board of Directors. If a quorum is not present at any meeting of the Board of Directors, the directors present may adjourn the meeting from time to time without notice other than announcement at the meeting, until a quorum is present.

4.8Meeting by Telephone or Similar Communications. Members of the Board of Directors may participate at and be present at any meeting of the Board of Directors or any committee thereof by means of conference telephone or similar communications equipment all persons participating in such meeting can hear and communicate with each other. Participation in a meeting pursuant to this Section 4.8 shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or commenced.

4.9Compensation. Directors who are not salaried officers of the Corporation or any or its subsidiaries shall be entitled to such compensation for their services as directors, and all directors shall be entitled to such reimbursement for any reasonable expenses incurred in attending meetings of the Board of Directors or any committee thereof, as may from time to time be determined by the Board of Directors.

5.1Designation. The Board of Directors may designate one or more committees, each committee to consist of not less than three directors of the Corporation which, to the extent provided by resolution of the Board of Directors of these By-laws, shall have and may exercise the powers of the Board of Directors or these By-laws, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the Corporation, the Nominating and

Corporate Governance Committee shall be responsible for recommending to the Board of Directors the Directors to be appointed to each committee of the Board. The members of each committee shall be approved by the Board of Directors, and, in a similar manner, on of the members of each committee shall be selected as its Chairman, who shall be authorized to all meetings of such committee, to preside at all such meetings and to appoint a Secretary (who may be an officer of the Corporation or any of its subsidiaries) to keep regular minutes oil its meetings and report the same to the Board of Directors when required. Such committee or committees shall have such name or names as may be stated in these By-laws, or as may be determined, from time to time, by the Board of Directors. Any vacancy occurring in any such committee shall be filled in the same manner as appointments are made, but the Chief Executive Officer may designate another director to serve on the committee pending action by the Nominating and Corporate Governance Committee. Each such committee shall hold of Ice during the term of the Board of Directors constituting it, unless otherwise ordered by the Board of Directors. The Chief Executive Officer shall be an ex-officio member of all standing Committees other than the Nominating and Corporate Governance Committee, the Audit Committee and the Compensation Committee.

6.1Form of Delivery. Whenever under the provisions of law, the Articles of Incorporation or these By-laws, notice is required to be given to any director or shareholders, it shall not be construed to mean personal notice unless otherwise specifically provided in the Articles of Incorporation or these By-laws, but said notice may be given by mail, addressed to such director or shareholder at his address as it appears on the records of the Corporation, with postage thereon prepaid. Such notices shall be deemed to be given at the time they are deposited in the United States mail. Notice to a director pursuant to Section 4.4 hereof may also be given personally or by telephone or telegram sent to his address as it appears on the records of the Corporation.

6.2Waiver. Whenever any notice is required to be given by law, the Articles Incorporation or these By-laws, a waiver thereof in writing signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. In addition, notice shall be deemed to have been given to, or waived by, any shareholder or director who attends a meeting of shareholders or directors in person, or is represented at such meeting by proxy, without protesting at the commencement of the meeting the transaction of business because the meeting is not lawfully called or convened.

7.1Designations. The officers of the Corporation shall be a President, a Chief Executive Officer, a Secretary and a Treasurer, and may be one or more of the following: Senior Executive Vice President, Executive Vice President, Senior Vice President, Vice President, Assistant Secretary and Assistant Treasurer. Any two offices may be held by the same person, provided that no person holding more than one office may sign, in more than one capacity, any certificate or other instrument required by law to be signed by two officers. No officer other than the Chief Executive Officer need be a director.

7.3Appointment of Other Officers. As soon as practicable after his selection, the Chief Executive Officer may appoint one or more of each of the following officers, Senior Executive Vice President, Executive Vice President, Senior Vice President, Vice President, Assistant Secretary and Assistant Treasurer, and shall reasonably inform the Board of Directors of such appointees and of terminations and resignations. The Chief Executive Officer may a_lso appoint such other officers, employees and agents of the Corporation as he may deem necessary; or he may vest the authority to appoint any such other officers, employees and agents in such other of the officers of the Corporation as he deems appropriate, subject in all cases to his direction. Subject to these By-laws, all of the officers, employees and agents of the Corporation shall hold their offices or positions at the pleasure of the Board of Directors or the Chief Executive Officer.

7.4Compensation. The salary and any bonus of the Chief Executive Officer and other Key Executives (as defined under the Compensation Committee Charter) shall be fixed by the Board upon recommendation of the Compensation Committee, if approved. The salaries aid bonuses of all other officers and employees of the Corporation shall be fixed from time to time by the Chief Executive Officer, except that no officer or employee may be paid a salary a id bonus in excess of the salary and bonus of the Chief Executive Officer without the approval of the Board or Compensation Committee. No officer shall be prevented from receiving such salary or bonus by reason of the fact that he is also a director of the Corporation.

7.5Removal. Any officer or employee of the Corporation may be removed, with or without cause, at any time by the action of the Board of Directors or the Chief Executive Officer, but such removal shall not prejudice the contract rights, if any, of the person so removed. Any vacancy occurring in any office of the Corporation other than his own may be filled by the Chief Executive Officer.

7.6Duties and Powers of Officers. The duties and powers of the officers of the Corporation shall be as provided in these By-laws, or as provided for pursuant to these By-laws, or as shall be specified from time to time by the Chief Executive Officer, or (except to the extend inconsistent with these By-laws, or with any provision made pursuant hereto) shall be those customarily exercised by corporate officers holding such offices.

7.7The Chief Executive Officer. The Chief Executive Officer shall be the chef executive officer of the Corporation and, subject to the direction of the Board of Directors, shall have general charge of the business, affairs and property of the Corporation and gene al supervision over its officers, employees, and agents. In general, he shall perform all duties incident to his office, and shall see that all orders and resolutions of the Board of Directors are carried into effect. He may delegate any of his authority to any other officer of the Corporation, and he or any other officer of the Corporation appointed or designated by him may exec to bonds, notes and other evidences of indebtedness, mortgages, contracts, leases, agreements and other instruments except where such documents are required by law to be otherwise signed and executed, and except where the signing and execution thereof shall be exclusively delegated to some other officer or employee of the Corporation by the Board of Directors. He shall preside at all meetings of shareholders. He shall

have the authority to vote all shares owned by the Corporation in any other corporation (including but not limited to any subsidiary of the Corporation) and to otherwise exercise all of the rights afforded shareholders of such other corporations, in whatever manner he may, in his discretion, deem in the best interest of the Corporation. He may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his signature. Whenever the consent of the Corporation is required under the Articles of Incorporation or By-laws of any affiliate of the Corporation, such consent may be given him or any officer of the Corporation designated by him, and the giving of such consent shall constitute the consent of the Corporation. He may cause the Corporation or any subsidiary of the corporation to engage in any business activity permitted to bank holding companies and their subsidiaries, and may form or cause to be formed subsidiary corporations or other entities to engage in such business.

7.10The Assistant Secretary. The Assistant Secretary, if any (or, in the event there e more than one, the Assistant Secretaries in the order determined by the President or in the absence of any designation, then in the order of their appointment), shall, in the absence of the Secretary or, in the event of his inability or refusal to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as these By-laws or the Chief Executive Officer may from time to time prescribe.

7.12The Assistant Treasurer. The Assistant Treasurer, if any (or, if there shall be more than one, the Assistant Treasurers in the order determined by the Chief Executive Officer, or in the absence of any designation, then in order of their appointment), shall, in the absence of the Treasurer or, in the event of his inability or refusal to act, perform the duties and exercise the powers of the Treasurer, and shall perform such other duties and have such other powers as the Chief Executive Officer may from time to time prescribe.

8.1Certificates. Shares of capita] stock of the Corporation may be certificated or uncertificated, as provided under the Louisiana Business Corporation Law. Every holder of stock in the Corporation shall be entitled to have a certificate signed by the Chief Executive Officer and the Treasurer or the Secretary or an Assistant Secretary of the Corporation evidencing the number and class (and series, ifany) of shares owned by him, containing such information as required by law and bearing the seal of the Corporation, if any. If any stock certificate is manually signed by a

transfer agent or registrar other than the Corporation itself or an employee of the Corporation, the signature of any such officer may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon; a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it. may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue. Within a reasonable time after the issuance or transfer of any uncertificated shares, the Corporation or its agent shall send to the holder a written statement of the information required to be contained on certificates for certificated shares under the Louisiana Business Corporation Law.

8.2Missing Certificates. The Chief Executive Officer or the Board of Directors may direct a new certificate or certificates, or uncertificated shares, to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, or uncertificated shares, the Chief Executive Officer or the Board of Directors may, in his or their discretion. and as a condition precedent to the issuance thereof, require the owner of such lost, stole nor destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as he or it shall require and/or to give a bond in such sum as he or it may deem appropriate as indemnity against any claim that may be made against the Corporation or any other person with respect to the certificate claimed to have been lost, stolen or destroyed.

8.3Registration of Transfers. The shares of stock of the Corporation shall be transferable only on the books of the Corporation by the holders thereof in person or by their duly authorized attorneys or legal representatives. Upon surrender to the Corporation or any transfer agent of the Corporation of a certificate for shares, duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation to issue a new certificate, or evidence of the issuance of uncertificated shares, to the person entitled thereto, to cancel the old certificate and to record the transaction upon its books. Upon receipt of proper transfer instructions from the registered owner of uncertificated shares, such uncertificated shares shall be cancelled, issuance of new equivalent uncertificated shares or certificated shares shall be made to the person(s) entitled thereto, and the transaction shall be recorded on the books of the Corporation.

9.1Record Date. In order that the Corporation may determine shareholders entitled to notice of an to vote at a meeting of shareholders or any adjournment thereof, or to receive payment of any dividend or other distribution or allotment of any rights, or to exercise any right in respect of any exchange, conversion or exchange of shares, or to participate in a reclassification of stock, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors may fix in advance a record date for determination f shareholders for such purpose, such date to be not more than sixty days and, if fixed for the purpose of determining shareholders entitled to notice of and to vote at a meeting, not less tha_n ten days, prior to the date on which the action requiring the determination of shareholders is to be taken. Except as the Board of Directors may provide otherwise, if no record date is fixed for the purpose of determining shareholders (a) entitled to notice of and to vote at a meeting, the close Of business on the day before the notice of the meeting is mailed, or, if notice is waived, the close of business on the day before the meeting, shall be the

record date for such purposed, or (b) for any other purpose, the close of business on the day on which the Board of Directors adopts the resolution relating thereto shall be the record date for such purpose. A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders 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.

9.2Registered Shareholders. Except as otherwise required by law, the Corporation and its directors, officers and agents, shall be entitled to recognize and treat a person registered on its books as the owner of shares, as the owner in the fact thereof for all purposes, and as the person exclusively entitled to have and to exercise all rights and privileges incident to the ownership of such shares, and the rights under this Section 9.2 shall not be affected by any actual. or constructive notice which the Corporation, or any of its directors, officers, employees or agents, may have to the contrary.

10.3Other Accounts. The Chief Executive Officer and such officer or officers as he may from time to time designate are authorized and empowered to open and close one or more accounts of any type or types with any one or more banks, savings and loan associations, or other institutions and to make deposits to, transfers to or from, and withdrawals from, such accounts, and to take any and all other actions with respect thereto as they in their sole discretion shall deem necessary or advisable.

10.4Purchase and Sale of Investment Securities. The Chief Executive Officer and such officer or officers as he may from time to tune designate are hereby authorized and empowered to purchase and sell, for and on behalf of the Corporation, any securities issued by any corporation, partnership or other entity, in such amounts and for such consideration as the Chief Executive Officer or other designated officer or officers shall determine, except that the Chief Executive Officer and such designated officer or officers shall have no authority to sell any shares of the capital stock of any subsidiary of the Corporation owned by the Corporation other than to the Corporation or to another wholly-owned subsidiary of the Corporation.

10.5Lending and Borrowing Funds. The Chief Executive Officer and such officers as he may from time to time designate shall have the authority to loan and borrow funds on behalf of the Corporation in such amounts and on such terms, including the pledge of assets, as they shall deem appropriate in furtherance of the business of the Corporation, and, in connection with the foregoing and the investment of proceeds of borrowings shall have the authority to sign, execute, acknowledge, verify, deliver or accept on behalf of the Corporation all agreements, contracts, loan agreements,

(c)“Determining Body” - (i) those members of the Board who are not named as parties to the Claim for which indemnification is being sought (“Impartial Directors”), if then are at least three impartial Directors, or (ii) a committee of at least three directors appointed by the Board (regardless whether the members of the Board of Directors voting on such appointment are Impartial Directors) and composed of Impartial Directors or (iii) if there are fewer than three Impartial Directors or if the committee appointed pursuant to clause (ii) of this paragraph so directs (regardless whether the members thereof are Impartial Directors), independent legal counsel, which may be the regular outside counsel of the Corporation.

(d)“Disbursing Officer” - the Chief Executive Officer of the Corporation or, if the Chief Executive Officer is a party to the Claim for which indemnification is being sought, any officer not a party to such Claim who is designated by the Chief Executive Officer to be the Disbursing Officer with respect to indemnification requests related to the Claim, which designation shall be made promptly after receipt of the initial request for indemnification with respect to such Claim.

(a)To the extent such Expenses exceed the sum of amounts paid or due under or pursuant to (i) policies of liability insurance maintained by the Corporation, (ii) policies of liability insurance maintained by or on behalf of the Indemnitee, and (iii) provisions for indemnification in the by-laws, resolutions or other instruments of any entity other than the Corporation, the Corporation shall indemnify lndemnitee against any Expenses actually and reasonably incurred by him (as they are incurred) in connection with any Claim either against him or as to which he is involved solely as a witness or person required to give evidence, by reason of his position

(iv)as the spouse of any person who is or was a director or officer of the Corporation with respect to any Claim involving the spouse arising by reason of such person's position as described in clauses (i), (ii) or. (Hi), whether relating to service in such position before or after the effective date of this Section, if he (i) is successful in his defense of the Claim on the merits or otherwise or (ii) has been found by the Determining Body (acting in good faith) to have met the Standard of Conduct; provided that (A) the amount otherwise payable by the Corporation may be reduced by the Determining Body to such amount as it deems proper if it determines that the Claim involved the receipt of a personal benefit by Indemnitee, and (B) no indemnification shall be made in respect of any Claim as to which Indemnitee shall have been adjudged by a court of competent jurisdiction, after exhaustion of all appeals there from, to be liable for willful ^for intentional misconduct in the performance of his duty to the Corporation or to have obtained an improper personal benefit, unless, and only to the extent that a court shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such Expenses as the court deems proper.

(b)The Standard of Conduct is met when the conduct by an Indemnitee with respect to which a claim is asserted was conduct that he reasonably believed to be in, or not opposed to, the best interest of the Corporation, and, in the case of a criminal action or proceeding, that he had no reasonable cause to believe was unlawful. The termination of ay Claim by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee did not meet the Standard of Conduct.

(c)Promptly upon becoming aware of the existence of any Claim as to which he may be indemnified hereunder, Indemnitee shall notify the Chief Executive Officer of the Corporation of the Claim and whether he intends to seek indemnification hereunder, If such notice indicates that Indemnitee does so intend, the Chief Executive Officer shall promptly advise the Board thereof and notify the Board that the establishment of the Determining Body with respect to the Claim will be a matter presented at the next regularly scheduled meeting Of the Board. After the Determining Body has been established the Chief Executive Officer shall inform the Indemnitee thereof and Indemnitee shall immediately provide the Determining Body with all facts relevant to the Claim known to him. Within 60 days of the receipt of such information, together with such additional information as the Determining Body may request of Indemnitee, the Determining Body shall determine, and shall advise Indemnitee of is determination, whether Indemnitee has met the Standard of Conduct. The Determining Body may extend such sixty-day period by no more than an additional sixty-days.

(d)Indemnitee shall promptly inform the Determining Body upon his becoming aware of any relevant facts not therefore provided by him to the Determining Body, unless the Determining Body has obtained such facts by other means. If, after determining that the Standard of Conduct has been met, the Determining Body obtains facts of which it was not aware at the time it made such determination, the Determining Body on its own motion, after notifying the Indemnitee and providing him and opportunity to be heard, may, on the basis of such ^`facts, revoke such determination, provided that in the absence of actual fraud by Indemnitee no such revocation may be made later than thirty days after final disposition of the Claim.

(i)If Indemnitee has, in the good faith judgment of the Determining Body, met the standard of Conduct, the Corporation may, in it sole discretion after notice to lndemnitee, assume all responsibility for the defense of the Claim, and, in any event, the Corporation and the Indemnitee each shall keep the other informed as to the progress of the defense, including prompt disclosure of any proposals for settlement; provided that if the Corporation is a party to the Claim and Indemnitee reasonably determines that there is a conflict between the positions of the Corporation and Indemnitee with respect to the Claim, then Indemnitee shall be entitled to conduct his defense, with counsel of his choice; and provided further that Indemnitee shall in any event be entitled at his expense to employ counsel chosen by him to participate in the defense of the Claim; and

(ii)The Corporation shall fairly consider any proposals by Indemnitee or settlement of the Claim. If the Corporation (A) proposes a settlement acceptable to the person asserting the Claim, or (B) believes a settlement proposed by the person asserting the Claim should be accepted, it shall inform Indemnitee of the terms thereof and shall fix a reasonable date by which Indemnitee shall respond. If Indemnitee agrees to such terms, he shall execute such documents as shall be necessary to effect the settlement. If he does not agree may proceed with the defense of the Claim in any manner he chooses, but if he is not successful on the merits or otherwise, the

Corporation's obligation to indemnify him for any Expenses incurred following his disagreement shall be limited to the lesser of (A) the total Expenses incurred by him following his decision not to agree to such proposed settlement or (B) the amount the Corporation would have paid pursuant to the terms of the proposed settlement. If, however, the proposed settlement would impose upon Indemnitee any requirement to act or refrain from acting that would materially interfere with the conduct of his affairs, Indemnitee may refuse such settlement and proceed with the defense of the Claim, if he so desires, at the Corporation's expense without regard to the limitations imposed by the preceding sentence. In no event, however, shall the Corporation be obligated to indemnify Indemnitee for any amount paid in a settlement that the Corporation has not approved.

(f)In the case of a Claim involving a proposed, threatened or pending criminal proceeding, Indemnitee shall be entitled to conduct the defense of the Claim, and to make all decisions with respect thereto, with counsel of his choice; provided that the Corporation shall not be obligated to indemnity Indemnitee for an amount paid in settlement that the Corporation has not approved.

If the Disbursing Officer believes the amount requested to be reasonable, he shall pay to Indemnitee the amount requested (regardless of Indemnitee’s apparent ability to repay such amount) upon receipt of an undertaking by or on behalf of Indemnitee to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation under the circumstances. If the Disbursing Officer does not believe such amount to be reasonable, the Corporation shall pay the amount deemed by him to be reasonable and Indemnitee may apply directly to the Determining Body for the remainder of the amount requested.

(h)After it has been determined that the Standard of Conduct was met, for so long and to the extent that the Corporation is required to indemnify lndemnitee under this Agreement, the provisions of ^paragraph (g) shall continue to apply with respect to Expenses incurred after such time except that (i) no undertaking shall be required of Indemnitee and (ii) the Disbursing Officer shall pay to Indemnitee such amount of any fines, penalties or judgments against him which have become final as the Corporation is obligated to indemnify him.

(b)If Indemnitee seeks a judicial adjudication of his rights under this Section Indemnitee shall be entitled to recover from the Corporation, and shall be indemnified by the Corporation against, any and all Expenses actually and reasonably incurred by him in connection with such proceeding but only if he prevails therein. If it shall be determined that Indemnitee is entitled to receive part but not all of the relief sought, then the Indemnitee shall be entitled to be reimbursed for all Expenses incurred by him in connection with such judicial adjudication if the amount to which he is determined to be entitle exceeds 50% of the amount of his claim. Otherwise, the Expenses incurred by Indemnitee in connection with such judicial adjudication shall be appropriately prorated.

11.4Saving Clause. If any provision of this Section is determined by a court having jurisdiction over the matter to require the Corporation to do or refrain from doing any act that is in violation of applicable law, the court shall be empowered to modify or reform such provision so that, as modified or reformed, such provision provides the maximum indemnification permitted by law, and such provision, as so modified or reformed, and the balance of this Section, shall be applied in accordance with their terns. Without limiting the generality of the foregoing, if any portion of this Section shall be invalidated on any ground, the Corporation shall nevertheless indemnify an Indemnitee to the full extent permitted by any applicable portion of this Section that shall not have been invalidated and to the full extent permitted by law with respect to that portion that has been invalidated.

(b)It is the intent of the Corporation by this Section to indemnify and hold harmless Indemnitee to the fullest extent permitted by law, so that if applicable law would permit the Corporation to provide broader indemnification rights than are currently permitted, the Corporation shall indemnify and hold harmless Indemnitee to the fullest extent permitted by applicable law notwithstanding that the other terms of this Section would provide for lesser indemnification.

(b)Section 11 of these By-laws as in effect immediately prior to the adoption of this section 1.1.7 shall remain in effect with respect to persons not covered by Section 11.1 through 11.6 to the extent necessary to satisfy the Corporation's contractual obligations entered into prior to such date to provide indemnification to directors and officers of corporations or banks acquired by the Corporation.

(c)Nothing in this Section 11 shall obligate the Corporation to indemnify or advance expenses to any person who was a director, officer or agent of any corporation merged into this Corporation or otherwise acquired by this Corporation. Any such person's right to indemnification or advancement of expenses, it any, shall consist of those rights contained in the agreement relating to such merger or acquisition.