Pursuant to the provisions of Article 4.07 of the Texas Business
Corporation Act, hereby adopts restated articles of incorporation which
accurately copy the articles of incorporation and all amendments thereto that
are in effect to date and such restated articles of incorporation contain no
change in any provision thereof.


The restated articles of incorporation were adopted by resolution of
the board of directors of the corporation on the 29th day of August, 2000.


The articles of incorporation and all amendments and supplements
thereto are hereby superseded by the following restated articles of
incorporation which accurately copy the entire text thereof:

ARTICLE ONE: The name of the corporation is Cullen/Frost Bankers,

ARTICLE TWO: The period of its duration is perpetual.

ARTICLE THREE: The purpose for which the corporation is organized is
the transaction of any or all lawful business.

ARTICLE FOUR: The aggregate number of shares the corporation shall
have authority to issue and the par value per share
are as follows:

Number Par Value
Class of Shares per share
----- --------- ---------
<S> <C> <C>
Common 90,000,000 $0.01
Preferred 10,000,000 $0.01

The corporation may purchase, directly or indirectly, its own shares to
the extent of the aggregate of its unrestricted capital surplus and unrestricted
reduction surplus available therefor.

PREFERRED SHARES: Authority is expressly vested in the Board of
Directors to divide the preferred shares into series and, within the following
limitations, to fix and determine the relative rights and preferences of the
shares of any series so established and
to provide for the issuance thereof. Each series shall be so designated as to
distinguish the shares thereof from the shares of all other series and classes.
All shares of preferred stock shall be identical except as to the following
relative rights and preferences, as to which there may be variations between
different series:

1. The rate of dividend.

2. The price at and the terms and conditions on which shares may
be redeemed.

3. The amount payable upon shares in event of involuntary

4. The amount payable upon shares in event of voluntary

5. Sinking fund provisions for the redemption or purchase of

6. The terms and conditions on which shares may be converted, if
the shares of any series are issued with privilege of

7. Voting rights.

Such series may have such other variations as may be permitted now or
in the future under the laws of the State of Texas.

Prior to the issuance of any shares of a series of preferred stock, the
Board of Directors shall establish such series by adopting a resolution setting
forth the designation and number of shares of the series and the relative rights
and preferences thereof, to the extent that variations are permitted by the
provisions hereof.

COMMON SHARES: The holder of the common shares shall, to the exclusion
of the holders of any class of stock of the corporation, have the sole and full
power to vote for the election of directors and for all other purposes without
limitation except (i) as otherwise provided in the statement of serial
designation for a particular series of preferred shares, and (ii) as otherwise
expressly provided by the then existing statutes of the State of Texas. The
holders of common shares shall have one vote for each share of common stock held
by them.

Subject to the provisions of the statement of serial designation for
series of preferred shares, the holders of shares of common stock shall be
entitled to receive dividends, if, when and as declared by the Board of
Directors out of funds legally available therefor and to the net assets
remaining after payment of all liabilities upon voluntary or involuntary
liquidation of the corporation.

ARTICLE FIVE: The corporation has heretofore complied with the
requirements of law as to the initial minimum capital without which it could not
commence business under the Texas Business Corporation Act.

ARTICLE SIX: The street address of the corporation's registered office
is 100 W. Houston Street, San Antonio, Texas, 78205, and the name of its
registered agent at such address is Stan McCormick.

ARTICLE SEVEN: The current number of directors constituting the Board
of Directors is twenty-one and the names and addresses of the persons who are
currently serving as Directors until the next annual meeting of shareholders or
until their successors are elected and qualified are:

Name Address
---- -------
<S> <C> <C>
Alexander, R. Denny 4200 S. Hulen, Suite 617
Fort Worth, Texas 76109

Arnold Jr., Isaac 601 Jefferson, Suite 4010
Houston, Texas 77002

Caldwell, Royce S. 175 East Houston Street
San Antonio, Texas 78205

Cardenas, Ruben R. 100 S. Bicentennial
McAllen, Texas 78501-7050

Catto Jr., Henry E. 110 East Crockett
San Antonio, Texas 78205

Coleman, Bob W. 402 Nueva
San Antonio, Texas 78207

Cullen, Harry H. 601 Jefferson
Houston, Texas 77002

Dawson Sr., Eugene H. 555 East Ramsey
San Antonio, Texas 78216

Name Address
---- -------
<S> <C> <C>
Edwards, Cass O. 4200 S. Hulen, Suite 614
Fort Worth, Texas 76109

Escobedo, Ruben M. 745 E. Mulberry, Suite 777
San Antonio, Texas 78212

Evans Jr., Richard W. 100 West Houston Street
San Antonio, Texas 78205

<S> <C> <C>
Frost, Patrick B. 100 West Houston Street
San Antonio, Texas 78205

Frost, T. C. 100 West Houston Street
San Antonio, Texas 78205

Fulton, Joe R. 5656 Staples Street, Suite 100
Corpus Christi, Texas 78411

Gorman Jr., James W. 4040 Broadway, Suite 615
San Antonio, Texas 78209

Hayne, James L. 110 East Crockett
San Antonio, Texas 78205

Kleberg III, Richard M. 1250 N. E. Loop 410
San Antonio, Texas 78209

McClane, Robert S. 100 West Houston Street, Suite 1616
San Antonio, Texas 78205

Steen, Ida Clement 601 Garraty
San Antonio, Texas 78209

Wilkins Jr., Horace 111 Soledad, Suite 1605
San Antonio, Texas 78205

Williamson, Mary Beth 303 Parkhill
San Antonio, Texas 78212

ARTICLE EIGHT: The names and address of the incorporators are:

ARTICLE NINE: At each election of the Board of Directors of the
corporation, each shareholder of the corporation entitled to vote at such
election shall have the right to vote, in person or by proxy, the number of
shares owned by him for as many persons as there are Directors to be elected and
for whose election he has a right to vote. It is expressly prohibited for any
shareholder to cumulate his votes in any election of Directors or for any other

ARTICLE TEN: No shareholder of the corporation shall be entitled as a
matter of right, preemptive or otherwise, to subscribe for or purchase any part
of any shares which the corporation shall have authority to issue, or shares
thereof held in the Treasury of the corporation, or securities convertible into
shares, whether issued for cash or other consideration, or by way of dividend or

ARTICLE ELEVEN: To the fullest extent not prohibited by law, a director
of this 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: (1) a breach of a director's duty of loyalty to the corporation
or its shareholders; (2) an act or omission not in good faith or that involves
intentional misconduct or a knowing violation of the law; (3) 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; (4) an
act or omission for which the liability of a director is expressly provided for
by statute; or (5) an act related to an unlawful stock repurchase or payment of
a dividend.

DATED this 29th day of August, 2000.


By: /s/ Richard W. Evans, Jr.
Name: Richard W. Evans, Jr.
Title: Chairman and Chief Executive Officer

By: /s/ Stan McCormick
Name: Stan McCormick
Title: Senior Vice President Corporate Secretary




WHEREAS, the Board of Directors deems it to be in the best interest of
the Company to restate the Company's Articles of Incorporation to include the
original Articles of Incorporation and all amendments thereto that have been
filed with the Texas Secretary of State.


RESOLVED, that the Restated Articles of Incorporation ("Restated
Articles") of the Company, in the form presented to each Director, are hereby in
all respects approved; that the President and any Vice President of the Company,
or any of them, are hereby authorized, for and on behalf of the Company to
execute and deliver the Restated Articles substantially in the form presented to
the Directors, with such changes therein or additions thereto as the officers
executing the same shall approve, such approval to be conclusively evidenced by
such execution; and

FURTHER RESOLVED, that in addition to and without limiting in any
manner the authority granted by the foregoing resolution, the appropriate
officers of the Company be, and they hereby are, authorized, empowered and
directed, for and in the name of and on behalf of the Company, to take or cause
to be taken all such further action, to do and perform all such acts and things,
and to execute and deliver, or cause to be executed and delivered, all such
further documents and instruments of any type or description, all of which as
may be, or may be deemed to be, necessary or advisable or desirable to effect
the purpose and intent of the foregoing resolution, the necessity, advisability,
desirability and propriety of which shall be conclusively evidenced by such
appropriate officers taking, or causing to be taken, any such action, or
executing and/or delivering, or causing to be executed and/or delivered, any
such documents and instruments, and all action of any nature whatsoever taken by
such officers in connection with the subjects of the foregoing resolution be,
and the same hereby are, authorized, approved, ratified and confirmed in all