EXHIBIT 3(a)(6)
AMENDMENT TO ARTICLE THIRD OF CBC BANCORP, INC.'S
CERTIFICATE OF INCORPORATION

RESOLVED, THAT Article Third of the Certificate of Incorporation
of CBC Bancorp, Inc. (the "Corporation") be amended by adding the
following to the end of such Article:

     Also of such 100,000 authorized shares of Preferred Stock,
no par value, there shall be designated an additional 170 shares
thereof and named "Series III", having a stated value of Ten
Thousand Dollars ($10,000) each, the terms, limitations and
relative rights and preferences of which shall be as follows and
as otherwise set forth in this Certificate of Incorporation:

     (1)  Dividends:  The holders of the Series III Preferred
Stock shall be entitled to receive cumulative quarterly dividends
at the annual rate of the Wall Street Journal Prime Rate or
substitute rate plus five percentage points. Dividends shall be
of equal priority with dividends payable on Series I and Series
II Preferred Stock and shall be prior in right to dividends
payable to holders of the Common Stock. At the option of the
holder of the Series III Preferred Stock, the Corporation shall
pay accrued and unpaid dividends in shares of Corporation Common
Stock with a market value at the time of payment equal to the
dividend being paid.

     (2)  Voting Rights:  The holders of the Series III Preferred
Stock shall not have any voting rights.

     (3)  Conversion Rights:  The holders of the Series III
Preferred Stock shall have the right, exercisable at any time
following issuance, to convert shares of Series III Preferred
Stock into shares of Common Stock with a market value equal to
the stated value, plus accrued and unpaid dividends to the date
of conversion. The market value of the Common Stock is determined
based on the seven trading day average of the closing sale price
(or, if no sales, the closing bid price) of the Corporation
Common Stock immediately preceding the conversion date.

     (4)  Redemption Rights:  The holders of the Series III
Preferred Stock shall not have the right to redeem the stock
unless expressly authorized by the Board of Directors of the
Corporation. The Corporation shall have the right to redeem the
Series III Preferred Stock at any time following issuance at the
price paid for such stock, without interest except for payment of
accumulated dividends, subject to receipt of approval from state
or federal banking regulatory agencies as may be required by law.

     (5)  Sinking Fund:  No sinking fund shall be established for
the Series III Preferred Stock.

     (6)  Liquidation Preference:  The Series III Preferred Stock
shall have a liquidation preference of $10,000 per share, the
payment of which shall be of equal priority with the payment of
any liquidation preferences of the Series I and II Preferred
Stock and shall be prior in right to any payments to holders of
the Common Stock upon liquidation.