ARTICLES OF AMENDMENT TO THE RESTATED CHARTER
                             OF
                  CCB FINANCIAL CORPORATION

     The undersigned corporation hereby submits these
Articles of Amendment for the purpose of amending its
Restated Charter:

     1. The name of the corporation is CCB Financial
Corporation.

     2. The following amendment to the Restated Charter of
the corporation was adopted by its shareholders on the 5th
day of April, 1994, in the manner prescribed by Chapter 55
of the General Statutes of North Carolina:

  Article 4 of the Restated Charter of the corporation
  hereby is amended by deleting the first sentence and
  inserting in lieu thereof the following sentence:

     "The total number of shares of capital stock
     which the Corporation has authority to issue
     is 35,000,000, of which 30,000,000 shall be
     common stock, $5.00 par value, and 5,000,000
     shall be serial preferred stock."

     3.   The number of shares of the corporation
outstanding at the time of such adoption was 9,516,379; the
number of votes entitled to be cast thereon was 9,516,379;
and the number of votes indisputably represented at the
meeting of shareholders was 6,102,809.

     4.   The number of votes cast for such amendment was
5,826,776; and the number of votes cast against such
amendment was 179,177.

     This the 2nd day of May, 1994.

                              CCB FINANCIAL CORPORATION

                              By:  /s/  Ernest C. Roessler
                              Ernest C. Roessler, President

Prepared by and return to:
Brian Thomas Atkinson
For the firm of
Ward and Smith, P.A.
Suite 2400
Two Hannover Square
Fayetteville Street Mall
Raleigh, North Carolina  27601
Telephone:  (919) 836-1800