EXHIBIT 3.2

AMENDED AND RESTATED BYLAWS

AMENDED AND RESTATED

BYLAWS

CAROLINA FIRST BANCSHARES, INC.

CONTENTS

ARTICLE I OFFICE................................................................................ 1
ARTICLE II SHAREHOLDERS......................................................................... 1
Section 1. Annual Meeting.............................................................. 1
Section 2. Special Meetings............................................................ 1
Section 3. Place of Meeting............................................................ 1
Section 4. Notice of Meeting........................................................... 2
Section 5. Closing of Transfer Books or Fixing of Record Date.......................... 2
Section 6. Voting Lists................................................................ 2
Section 7. Quorum...................................................................... 3
Section 8. Proxies..................................................................... 3
Section 9. Voting of Shares............................................................ 3
Section 10. [Reserved]................................................................. 3
Section 11. Informal Action by Shareholders............................................ 3
Section 12. Order of Business.......................................................... 3
ARTICLE III BOARD OF DIRECTORS.................................................................. 4
Section 1. General Powers.............................................................. 4
Section 2. Number and Tenure........................................................... 4
Section 3. Qualification of Directors.................................................. 4
Section 4. Regular Meetings............................................................ 5
Section 5. Special Meetings............................................................ 5
Section 6. Notice...................................................................... 5
Section 7. Quorum...................................................................... 5
Section 8. Manner of Acting............................................................ 5
Section 9. Vacancies................................................................... 6
Section 10. Presumption of Assent...................................................... 6
Section 11. Informal Action by Directors............................................... 6
Section 12. Order of Business.......................................................... 6
Section 13. Executive Committee........................................................ 6
Section 14. Audit Committee............................................................ 7
Section 15. Stock Option Committee..................................................... 7
Section 16. Compensation Committee..................................................... 7
Section 17. Community Reinvestment Act (CRA) Committee................................. 8
Section 18. Other Committees........................................................... 8
ARTICLE IV OFFICERS............................................................................. 8
Section 1. Number...................................................................... 8
Section 2. Election of Officers........................................................ 8
Section 3. Removal..................................................................... 9
Section 4. Vacancies................................................................... 9
Section 5. Chairman of the Board....................................................... 9
Section 6. Vice Chairman of the Board.................................................. 9
Section 7. President................................................................... 9
Section 8. Executive Vice President.................................................... 9
Section 9. Vice Presidents............................................................. 9
Section 10. Secretary.................................................................. 10
Section 11. Treasurer.................................................................. 10
Section 12. Assistant Secretaries and Assistant Treasurers............................. 10
Section 13. Salaries................................................................... 10
Section 14. Bonds...................................................................... 10
ARTICLE V CONTRACTS, LOANS, CHECKS AND DEPOSITS................................................. 10
Section 1. Contracts................................................................... 10
Section 2. Loans....................................................................... 10
Section 3. Checks and Drafts........................................................... 11

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Section 4. Deposits.................................................................... 11
ARTICLE VI CERTIFICATES FOR SHARES AND THEIR TRANSFER........................................... 11
Section 1. Certificate for Shares...................................................... 11
Section 2. Transfer of Shares.......................................................... 11
ARTICLE VII FISCAL YEAR......................................................................... 11
ARTICLE VIII DIVIDENDS.......................................................................... 12
ARTICLE IX SEAL................................................................................. 12
ARTICLE X WAIVER OF NOTICE...................................................................... 12
ARTICLE XI AMENDMENTS........................................................................... 12
ARTICLE XII INDEMNIFICATION..................................................................... 12
Section 1. Indemnification Provisions in Articles of Incorporation..................... 12
Section 2. Indemnification of Others................................................... 12
Section 3. Undertakings for Advances of Expenses....................................... 13
Section 4. Claims for Indemnification.................................................. 13
Section 5. Insurance................................................................... 13
Section 6. Severability................................................................ 13
ARTICLE XIII..................................................................................... 14

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AMENDED AND RESTATED
BYLAWS
OF
CAROLINA FIRST BANCSHARES, INC.

ARTICLE I
OFFICE

The principal office of the Corporation shall be located in the City of
Lincolnton, county of Lincoln, State of North Carolina. The Corporation may have
such other offices, either within or without the State of North Carolina, as the
Board of Directors may designate or as the business of the Corporation may
require from time to time.

The registered office of the Corporation required by the North Carolina
Business Corporation Act (the "NCBCA") to be maintained in the State of North
Carolina may be, but need not be, identical with the principal office of any of
the Corporation's places of business, and the address of the registered office
may be changed from time to time by the Board of Directors, by advising the
Secretary of State of the current address and county in which the new registered
office will be located.

ARTICLE II
SHAREHOLDERS

Section 1. Annual Meeting. The annual meeting of the shareholders shall
be held on the third Tuesday of April of each year, or on such other date as may
be determined by the Board of Directors, at a time and place to be determined by
the Board of Directors for the purpose of electing Directors and for the
transaction of such other business as may come before the meeting. If the day
fixed for the annual meeting shall be a legal holiday in the State of North
Carolina, such meeting shall be held on the next succeeding business day.

Section 2. Special Meetings. Special meetings of the shareholders, for
a specific purpose or purposes, unless otherwise prescribed by statute, may be
called by the Board of Directors. The notice delivered to the Corporation's
shareholders shall set forth the purpose for which a special meeting has been
called.

Section 3. Place of Meeting. The Board of Directors may designate any
place, either within or without the State of North Carolina, as the place of
meeting for any annual meeting or for any special meeting called by the Board of
Directors. A waiver of notice signed by all shareholders entitled to vote at a
meeting may designate any place, either within or without the State of North
Carolina, as the place for holding such meeting. If no designation is made, or
if a special meeting is otherwise called, the place of meeting shall be the
principal office of the Corporation in the State of North Carolina.

Section 4. Notice of Meeting. Written or printed notice stating the
place, day and hour of the meeting shall be delivered not less than ten nor more
sixty days before the date of the meeting, either personally or by mail to each
shareholder of record entitled to vote at such meeting. If mailed, such notice

shall be deemed to be delivered when deposited in the United States mail,
correctly addressed to the shareholder at his address as it appears in the
Corporation's records, with sufficient postage thereon prepaid. In the case of
an annual meeting, the notice of meeting need not specifically state the
business to be transacted thereat unless it is a matter, other than election of
Directors, on which the vote of shareholders is expressly required by the
provisions of the NCBCA. In the case of a special meeting, the notice of meeting
shall state the purpose or purposes for which the meeting is called.

When a meeting is adjourned for thirty days or more, notice of the
adjourned meeting shall be given as in the case of an original meeting. When a
meeting is adjourned for less than thirty days in any one adjournment, it is not
necessary to give any notice of the adjourned meeting other than by announcement
at the meeting at which the adjournment is taken.

Section 5. Closing of Transfer Books or Fixing of Record Date. For the
purpose of determining shareholders entitled to notice of or to vote at any
meeting of shareholders or any adjournment thereof, or shareholders entitled to
receive payment of any dividend, or in order to make a determination of
shareholders for any other proper purpose, the Board of Directors of the
Corporation may provide that the stock transfer books shall be closed for a
stated period but not to exceed, in any case, fifty days. If the stock transfer
books shall be closed for the purpose of determining shareholders entitled to
notice of or to vote at a meeting of shareholders, such books shall be closed
for at least ten days immediately preceding such meeting. In lieu of closing the
stock transfer books the Board of Directors may fix in advance a date for any
such determination of shareholders, such date in any case to be not more than
sixty days and, in case of a meeting of shareholders, not less than ten days
prior to the date on which the particular action, requiring such determination
of shareholders, is to be taken. If the stock transfer books are not closed and
no record date is fixed for the determination of shareholders entitled to notice
of or to vote at a meeting of shareholders, or shareholders entitled to receive
payment of a dividend, the date on which notice of the meeting is mailed or the
date on which the resolution of the Board of Directors declaring such dividend
is adopted, as the case may be, shall be the record date for such determination
of shareholders. When a determination of shareholders entitled to vote at any
meeting of shareholders has been made as provided in this section, such
determination shall apply to any adjournment thereof except where the
determination has been made through the closing of the stock transfer books and
the stated period of closing has expired.

Section 6. Voting Lists. The Corporation shall make, within two
business days after notice of a shareholders meeting is given, a complete list
of the shareholders entitled to vote at such meeting, or any adjournment
thereof, arranged in alphabetical order, with the address of and the number of
shares held by each, which list shall be kept on file at the principal office of
the Corporation and shall be subject to inspection by any shareholder, his agent
or attorney, at any time during usual business hours, and such list shall also
be produced and kept open at the time and place of the meeting and shall be
subject to the inspection of any shareholder, his agent or attorney, during the
whole time of the meeting; provided, however, that it shall not be necessary to
prepare or produce such list in any case where the record of shareholders
actually presented readily shows in alphabetical order or by alphabetical index,
and by classes or series if such there be, the names of the shareholders
entitled to vote, with their address and the amount of their holdings. The
original stock transfer books shall be prima facie evidence as to who are the
shareholders entitled to examine such list or transfer books or to vote at any
meeting of shareholders.

Section 7. Quorum. A majority of the outstanding shares of the
Corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of shareholders. If less than a majority of the
outstanding shares are represented at a meeting, a majority of the shares so
represented may adjourn the meeting from time to time without further notice. At
such adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted

at the meeting as originally notified. The shareholders present at a duly
organized meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of enough shareholders to leave less than a
quorum.

Section 8. Proxies. At all meetings of shareholders, a shareholder may
vote by proxy executed in writing by the shareholder or by his duly authorized
attorney-in-fact. Such proxy shall be filed with the Secretary of the
Corporation before or at the time of the meeting. No proxy shall be valid after
eleven months from the date of its execution, unless otherwise provided in the
proxy.

Section 9. Voting of Shares. Except as otherwise provided in
accordance with Article IV of the Articles of Incorporation, each outstanding
share of the Corporation shall be entitled to one vote upon each matter
submitted to a vote at a meeting of shareholders. The vote of a majority of the
shares voted on any matter at a meeting of shareholders at which a quorum is
present shall be the act of the shareholders on that matter unless the vote of a
greater number is required by law or by the Charter or Bylaws of the
Corporation.

Voting on all matters shall be by voice vote or by a show of hands
unless the holders of more than ten percent of the shares represented at the
meeting shall, prior to the voting on any matter, demand a ballot vote on that
matter.

Section 10. [Reserved]

Section 11. Informal Action by Shareholders. Any action which is
required or permitted to be taken at a meeting of the shareholders may be taken
without a meeting if consent in writing, setting forth the action so taken,
shall be signed by all of the persons who would be entitled to vote upon such
action at a meeting, and filed with the Secretary of the Corporation in the
minute book of the Corporation, whether done before or after the action so
taken.

Section 12. Order of Business. The order of business at the annual
meeting and, so far as practicable at all other meetings of the shareholders,
may, but need not, be as follows:

1. Call of roll or other method of ascertaining the amount of
stock entitled to voting rights which is represented in person
or by proxy.
2. Proof of due notice of meeting.
3. Reading and disposal of any unapproved minutes.
4. Reports of officers.
5. Election of Directors.
6. Unfinished business.
7. New business.
8. Adjournment.

ARTICLE III
BOARD OF DIRECTORS

Section 1. General Powers. The business and affairs of the Corporation
shall be managed by its Board of Directors.

Section 2. Number and Tenure. The number of Directors of the
Corporation shall be not less than three and not more than twenty-five, the
exact number within such minimum and maximum limits to be fixed and determined
from time to time by resolution of a majority of the full Board of Directors or
by resolution of the shareholders at any meeting thereof, provided, however,
that the Board of Directors may not increase or decrease the number of Directors
by more than 30% during any twelve (12) month period. Any directorships not
filled by the shareholders shall be treated as vacancies to be filled by and in
the discretion of the Board of Directors. Each Director shall hold office until
the next annual meeting of shareholders and until his successor shall have been
elected and qualified. Nominations for directors to be voted upon at each annual
meeting of shareholders shall be made by action of the Board of Directors, in
addition to any nominations made by one or more shareholders in accordance with
the Corporations Articles of Incorporation.

Section 3. Qualification of Directors. Each Director of the Corporation
shall be the owner and holder of at least $1,000 aggregate market value of stock
in the Corporation at the time he or she becomes a director, and shall hold such
stock in his own name unpledged and unencumbered in any way.

Directors need not be residents of the State of North Carolina.

There may be up to three designations of Directors, as follows:

(1) Active Director shall be a qualified shareholder who has not
reached the age of seventy (70) years. The Board of Directors shall
consist of Active Directors.

(2) Advisory Director shall be a qualified shareholder who has reached
the age of seventy (70) years but has not reached the age of
seventy-five (75) years and has served as an Active Director within
twelve (12) months immediately preceding reaching the age of seventy
(70) years. An Advisory Director shall be elected annually or more
often by the shareholders or by the Board of Directors and may attend
any meeting of the Board of Directors and may take part in discussion
but shall not have the power to vote.

(3) Director Emeritus shall be a qualified shareholder who has reached
the age of seventy-five (75) years and has served as an Advisory
Director within twelve (12) months immediately preceding reaching the
age of seventy-five (75). A Director Emeritus shall be elected annually
or more often by the shareholders or by the Board of Directors and
shall not be required to attend or take part in any meeting of the
Board of Directors and shall not have the power to vote.

Notwithstanding the language used herein above, an Active Director may
serve the remainder of the calendar month in which he reaches the age of seventy
(70) years but shall automatically be terminated as such at the beginning of
business on the first day of the month immediately following; and, an Advisory
Director may serve the remainder of the calendar month in which he reaches the
age of seventy-five (75) years but shall automatically be terminated as such at
the beginning of business on the first day of the month immediately following.

Notwithstanding the orderly termination date and age requirements
herein above enumerated, nothing in this Section shall prevent the election of
an Advisory Director or a Director Emeritus prior to reaching the age herein
above specified when such action appears to be desirable and in the interest of
the Corporation. A resolution by the Board of Directors setting forth the reason
for such election at an early age shall be sufficient and conclusive for such
election.

9
The Board of Directors, herein sometimes referred to as the "Board", as
used in the Articles of Incorporation and these Bylaws, including any reference
to Director or Directors, shall mean "Active Director" or "Active Directors"
unless specifically otherwise designated by use of either the descriptive word
"Advisory" or "Emeritus" or "Emeriti".

Section 4. Regular Meetings. A regular meeting of the Board of
Directors shall be held without other notice than this bylaw immediately after,
and at the same place as, the annual meeting of the shareholders. The Board of
Directors may provide, by resolution, the time and place, either within or
without the State of North Carolina, for the holding of additional regular
meetings.

Section 5. Special Meetings. Special meetings of the Board of Directors
may be held at any time and place upon the call of the Chairman of the Board,
the President, or of the Secretary acting under instruction from the Chairman of
the Board or the President, or upon the call of any three Directors. Special
meetings may be held at any time and place and without special notice by
unanimous consent of the Directors.

Section 6. Notice. Notice of any special meeting shall be given at
least two days previously thereto by written notice delivered personally or
mailed to each Director at his business address, by telegram, or by telecopier.
If mailed, such notice shall be deemed to be delivered when deposited in the
United States mail so addressed, with postage thereon prepaid. If notice be
given by telegram, such notice shall be deemed to be delivered when the telegram
is delivered to the telegraph company. If notice be given by telecopier, such
notice shall be deemed to be delivered when confirmation is received that the
transmission has arrived at the telecopier machine whose number is listed as the
telecopier number of the Director to whom notice is sent. The attendance of a
Director at a meeting shall constitute a waiver of notice of such meeting,
except where a Director attends a meeting for the express purpose of objecting
to the transaction of any business because the meeting is not lawfully called or
convened. Notice of an adjourned meeting need not be given if the time and place
are fixed at the meeting adjourning and if the period of adjournment does not
exceed ten days in any one adjournment.

Section 7. Quorum. A majority of the number of Directors fixed as
provided in Section 2 of this Article III shall constitute a quorum for the
transaction of business at any meeting of the Board of Directors, but if less
than such majority is present at a meeting, a majority of the Directors present
may adjourn the meeting from time to time without further notice.

Section 8. Manner of Acting. The act of the majority of the Directors
present at a meeting at which a quorum is present shall be the act of the Board
of Directors, except as otherwise provided in this Section. The vote of a
majority of the number of Directors fixed as provided in Section 2 of this
Article III shall be required for the adoption of a resolution designating the
Directors to constitute the Executive Committee. The vote of a majority of the
Directors then holding office shall be required for the adoption, amendment or
repeal of a bylaw which is a proper subject for such action by the Board of
Directors, or for the adoption of a resolution dissolving the Corporation
without action by the shareholders.

Section 9. Vacancies. Except as otherwise expressly required by the
provisions of the NCBCA, any vacancy occurring in the Board of Directors may be
filled by the affirmative vote of a majority of the remaining Directors though
less than a quorum of the Board of Directors. A Director elected to fill a
vacancy shall be elected for the unexpired term of his predecessor in office.

Section 10. Presumption of Assent. A Director of the Corporation who is
present at a meeting of the Board of Directors at which action on any corporate
matter is taken shall be presumed to have

assented to the action taken unless his contrary vote is recorded or his dissent
shall be entered in the minutes of the meeting or unless he shall file his
written dissent to such action with the person acting as the Secretary of the
meeting before the adjournment thereof or shall forward such dissent by
registered mail to the Secretary of the Corporation immediately after the
adjournment of the meeting. Such right to dissent shall not apply to a Director
who voted in favor of such action.

Section 11. Informal Action by Directors. Action taken by a majority of
the Directors without a meeting is nevertheless action of the Board of Directors
if written consent to the action in question is signed by all the Directors and
filed with the minutes of the proceedings of the Board of Directors, whether
done before or after the action so taken.

Section 12. Order of Business. The regular order of business at the
meeting of the Board of Directors shall be as follows:

1. Reading and disposal of any unapproved minutes.
2. Reports of Officers.
3. Unfinished business.
4. New business.
5. Adjournment.

Section 13. Executive Committee. The Board of Directors, by resolution
adopted by a majority of the Directors then in office, may designate two or more
Directors to constitute an Executive Committee. The Executive Committee, between
meetings of the Board of Directors and subject to such limitations as may be
required by law or imposed by resolution of the Board of Directors, shall have
and may exercise all of the authority of the Board of Directors in the
management of the Corporation. The designation of the Executive Committee and
delegation thereto of authority shall not operate to relieve the Board of
Directors, or any member thereof, of any responsibility or liability imposed
upon it or him by law.

Meetings of the Executive Committee may be held at any time on call of
the Chairman of the Board, the President, the Chairman of this Committee or any
two members of the Committee. A majority of the members shall constitute a
quorum of all meetings. The Executive Committee shall keep minutes of its
proceedings and submit them to the next succeeding meeting of the Board of
Directors for approval.

Section 14. Audit Committee. There shall be a standing committee of the
Board of Directors to be known as the Audit Committee, consisting of not fewer
than three nor more than five Directors. This Committee shall examine, or
superintend the examination of the assets and liabilities of the Corporation,
and shall report to the Board of Directors the results of such examination.

Meetings of the Audit Committee may be held at any time on call of the
Chairman of the Board, the President, the Chairman of this Committee or any two
members of the Committee. A majority of the members shall constitute a quorum of
all meetings. The Audit Committee shall keep minutes of its proceedings and
submit them to the next succeeding meeting of the Board of Directors for
approval.

Section 15. Stock Option Committee. There shall be a standing committee
of the Board of Directors to be known as the Stock Option Committee, consisting
of not fewer than three nor more five Directors. This Committee shall
periodically review the Corporation's stock option plans to ensure their proper
administration and to assure compliance with all laws and governmental
regulations. The Stock Option Committee shall make such recommendations to the
Board of Directors as it deems appropriate concerning the Corporation's stock
option plans.

Meetings of the Stock Option Committee may be held at any time on call
of the Chairman of the Board, the President, the Chairman of this Committee or
any two members of the Committee. A majority of the members shall constitute a
quorum of all meetings. The Stock Option Committee shall keep minutes of its
proceedings and submit them to the next succeeding meeting of the Board of
Directors for approval.

Section 16. Compensation Committee. There shall be a standing committee
of the Board of Directors to be known as the Compensation Committee, consisting
of not fewer than three nor more than five Directors. This Committee, in its
discretion, may appoint one or more officers of the Corporation who are not
members of the Board, may also appoint one or more members of the Board of
Directors of any subsidiary bank who are not Holding Company Board members, and
shall include the President of Carolina First BancShares, Inc. as an ex officio
member. Notwithstanding the discretionary additions above, a majority of this
Committee shall be Carolina First Board Members.

The Compensation Committee shall annually review and recommend to the
Board of Directors salary ranges and the salary administration guidelines
(matrix). This Committee shall also recommend to the Board of Directors the
salaries of all officers of Carolina First BancShares, Inc. and each of its
subsidiaries and shall annually recommend eligible participants and potential
bonus for each officer under the Corporation's Incentive Compensation Plan. The
Committee shall periodically review the Corporation's Stock Option Plans to
ensure their proper administration and to assure compliance with all laws and
governmental regulations. The Compensation Committee shall have the authority to
grant awards under the Plans, and will make recommendations to the Board of
Directors as it deems appropriate concerning the Corporation's Stock Option
Plans. The Compensation Committee shall serve as the Benefit Plan Committee of
Carolina First BancShares, Inc. Employee Benefit Plan. The Committee shall
review recommendations from management regarding employee benefit plans and
bring such recommendations to the Board of Directors as appropriate. The Chief
Executive Officers (CEOs) of the Corporation and its subsidiaries shall present
recommendations to the Compensation Committee for the annual salaries and
bonuses of the officers.

The Compensation Committee shall have the power to make, or cause to be
made, studies of compensation paid by competitors and/or other employers in the
immediate area or region; and for the purpose of keeping itself informed, such
other studies and/or activities as may appear desirable. The Compensation
Committee shall recommend to the Board of Directors a schedule of holidays to be
observed by Carolina First BancShares, Inc. and each of its Subsidiaries. The
Committee shall be responsible for reviewing and recommending to the Board of
Directors for adoption and/or revision employee handbook and policies regarding
employment practices.

The Compensation Committee shall, at least once annually, review by
name and amount the compensation of each officer and employee of Carolina First
BancShares, Inc. and each of its subsidiaries. Meetings of the Compensation
Committee may be held at any time on call of the Chairman of the Board, the
President, the Chairman of this Committee or any two members of the Committee. A
majority of the members shall constitute a quorum of all meetings. The
Compensation Committee shall keep minutes of its proceedings and submit them to
the next succeeding meeting of the Board of Directors for approval.

Section 17. Community Reinvestment Act (CRA) Committee. The Board of
Directors of Carolina First BancShares, Inc. may appoint a CRA Committee, the
membership should be comprised of representation from Carolina First BancShares,
Inc. and each subsidiary bank, both at the board and officer levels. Also a CRA
coordinator should be designated and be responsible for compilation and
reporting of information as required by the regulation for each subsidiary bank.
This Committee has as its main

purpose the coordination and reporting of CRA activities for subsidiary banks of
the holding company as they go about helping to meet community credit needs,
including low-and-moderate income neighborhoods, consistent with safe and sound
operations.

Section 18. Other Committees. The Board of Directors may appoint, from
time to time, such other standing or temporary committees for such purposes and
with such powers as the Board may determine.

ARTICLE IV
OFFICERS

Section 1. Number. The officers of the Corporation shall be a Chairman
of the Board of Directors, a President, one or more Vice Presidents (one of whom
may be designated Executive Vice President), a Treasurer, one or more Assistant
Treasurers, a Secretary, and one or more Assistant Secretaries, and such other
officers and assistant officers as the Board of Directors shall deem necessary
or desirable. Any two or more offices may be held by the same person, but no
officer may act in more than one capacity where action of two or more officers
is required.

Section 2. Election of Officers. The officers of the Corporation shall
be elected annually by the Board of Directors at the first meeting of the Board
of Directors held after each annual meeting of the shareholders or at such time
or times as the Board of Directors shall determine.

Section 3. Removal. Any officer or agent elected or appointed by the
Board of Directors may be removed by the Board of Directors whenever in its
judgment the best interests of the Corporation would be served thereby, but such
removal shall be without prejudice to the contract rights, if any, of the person
so removed.

Section 4. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be filled by the Board
of Directors for the unexpired portion of the term.

Section 5. Chairman of the Board. The Chairman of the Board shall be
the chief executive officer of the Corporation and, subject to the control of
the Board of Directors, shall in general supervise and control all of the
business and affairs of the Corporation. He shall, when present, preside at all
meetings of the shareholders and at meetings of the Board of Directors. He may
sign, with the Secretary or any other proper officer of the Corporation
thereunto authorized by the Board of Directors, certificates for shares of the
Corporation, any deeds, mortgages, bonds, contracts, or other instruments which
the Board of Directors has authorized to be executed, except in cases where the
signing and execution thereof shall be expressly delegated by the Board of
Directors or by these Bylaws to some other officer or agent of the Corporation,
or shall be required by law to be otherwise signed or executed; and in general
shall perform all duties incident to the office of the Chairman of the Board and
such other duties as may be prescribed by the Board of Directors from time to
time.

Section 6. Vice Chairman of the Board. The Vice Chairman of the Board,
if and when elected, shall have such powers and perform such duties as may be
prescribed from time to time by the Board of Directors. At the request of the
Chairman of the Board, the Vice Chairman of the Board may act temporarily in the
place of the Chairman of the Board.

Section 7. President. The President shall be the chief operating
officer of the Corporation and, subject to the control of the Board of
Directors, shall in general supervise and control all of the business and
affairs of the Corporation. In the absence of the Chairman of the Board, he
shall preside at meetings of the Shareholders and Board of Directors. He may
sign, with the Secretary or any other proper officer of the Corporation
thereunto authorized by the Board of Directors, certificates for shares of the
Corporation, any deeds, mortgages, bonds, contracts, or other instruments which
the Board of Directors has authorized to be executed, except in cases where the
signing and execution thereof shall be expressly delegated by the Board of
Directors or by these Bylaws to some other officer or agent of the Corporation,
or shall be required by law to be otherwise signed or executed; and in general
shall perform all duties incident to the office of President and such other
duties as may be prescribed by the Board of Directors from time to time.

Section 8. Executive Vice President. The Executive Vice President, if
and when elected, shall familiarize himself with the affairs of the Corporation,
and, in the absence or disability of the President, shall possess all the powers
of and perform all the duties of that officer, and shall have such other powers
and duties as may be prescribed from time to time by the Board of Directors.

Section 9. Vice Presidents. Each Vice President shall have such powers
and perform such duties as may be prescribed from time to time by the Board of
Directors. At the request of the Chairman of the Board or the President (or, if
and when elected, the Executive Vice President), any Vice President may act
temporarily in the place of the President.

Section 10. Secretary. The Secretary shall: (a) keep the minutes of the
shareholders' and of the Board of Directors' meetings in one or more books
provided for that purpose; (b) see that all notices are duly given in accordance
with the provisions of these Bylaws or as required by law; (c) be custodian of
the corporate records and of the seal of the Corporation and see that the seal
of the Corporation is affixed to all documents the execution of which on behalf
of the Corporation under its seal is duly authorized; (d) keep a register of the
post office address of each shareholder which shall be furnished to the
Secretary by such shareholder; (e) sign with the Chairman of the Board or the
President, or a Vice President so authorized, certificates for shares of the
Corporation, the issuance of which shall have been authorized by resolution of
the Board of Directors; (f) have general charge of the stock transfer books of
the Corporation, unless the Corporation shall employ an independent stock
transfer agent; and (g) in general perform all duties incident to the office of
Secretary and such other duties as from time to time may be assigned to him by
the Chairman of the Board or the President or by the Board of Directors.

Section 11. Treasurer. The Treasurer shall: (a) have charge and custody
of and be responsible for all funds and securities of the Corporation; receive
and give receipts for moneys due and payable to the Corporation from any source
whatsoever, and deposit all such moneys in the name of its Corporation in such
banks, trust companies or other depositories as shall be selected in accordance
with the provisions of Article V of these Bylaws; and (b) in general perform all
of the duties incident to the office of Treasurer and such other duties as from
time to time may be assigned to him by the Chairman of the Board or the
President or by the Board of Directors.

Section 12. Assistant Secretaries and Assistant Treasurers. The
Assistant Secretaries and Assistant Treasurers, in general, shall perform such
duties as shall be assigned to them by the Board of Directors, or senior
officers.

Section 13. Salaries. The salaries of the officers shall be fixed from
time to time by the Board of Directors and no officer shall be prevented from
receiving such salary by reason of the fact that he is also a Director of the
Corporation.

Section 14. Bonds. Any or all officers and agents shall, respectively,
if required by the Board of Directors, give bonds for the faithful discharge of
their duties in such sums and with such sureties as the Board of Directors shall
determine.

ARTICLE V
CONTRACTS, LOANS, CHECKS AND DEPOSITS

Section 1. Contracts. The Board of Directors may authorize any officer
or officers, agent or agents, to enter into any contract or execute and deliver
any instruments in the name of and on behalf of the Corporation, and such
authority may be general or confined to specific instances.

Section 2. Loans. Except for loans which are incurred in the ordinary
course of business and which mature in less than twelve months, no loans shall
be contracted on behalf of the Corporation and no evidences of indebtedness
shall be issued in its name unless authorized by a resolution of the Board of
Directors. Such authority may be general or confined to specific instances.

Section 3. Checks and Drafts. All checks, drafts or other orders for
the payment of money, notes or other evidences of indebtedness issued in the
name of the Corporation, shall be signed by such officer or officers, agent or
agents of the Corporation and in such manner as shall from time to time be
determined by resolution of the Board of Directors.

Section 4. Deposits. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the Corporation
in such banks, trust companies or other depositories as the Board of Directors
may select.

ARTICLE VI
CERTIFICATES FOR SHARES AND THEIR TRANSFER

Section 1. Certificate for Shares. Certificates representing shares of
the Corporation shall be in such form as shall be determined by the Board of
Directors. Such certificates shall be signed by, or bear the facsimile signature
of, the Chairman of the Board or the President or a Vice President and the
Secretary or an Assistant Secretary. All certificates for shares shall be
consecutively numbered or otherwise identified. The name and address of the
person to whom the shares represented thereby are issued, with the number of
shares and date of issue, shall be entered on the stock transfer books of the
Corporation. All certificates surrendered to the Corporation for transfer shall
be canceled and no new certificate shall be issued until the former certificate
for a like number of shares shall have been surrendered and canceled, except
that in case of a lost, destroyed or mutilated certificate a new one may be
issued therefor upon such terms and indemnity to the Corporation as the Board of
Directors may prescribe.

Section 2. Transfer of Shares Transfer of shares of the Corporation
shall be made only (a) on the stock transfer books of the Corporation by the
holder of record thereof or by his legal representative, who shall furnish
proper evidence of authority to transfer, or by his attorney thereunto
authorized by power of attorney duly executed and filed with the Secretary of
the Corporation, and (b) on surrender for

cancellation of the certificate for such shares. The person in whose name shares
stand on the books of the Corporation shall be deemed by the Corporation to be
the owner thereof for all purposes.

ARTICLE VII
FISCAL YEAR

The fiscal year of the Corporation shall be the calendar year unless
otherwise determined by the Board of Directors.

ARTICLE VIII
DIVIDENDS

The Board of Directors may from time to time declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law and its Articles of Incorporation.

ARTICLE IX
SEAL

The Board of Directors shall provide a corporate seal which shall be
circular in form and shall have inscribed thereon the name of the Corporation
and the word "Seal".

ARTICLE X
WAIVER OF NOTICE

Whenever any notice is required to be given to any shareholder or
Director of the Corporation under the provisions of the NCBCA or under the
provisions of the Charter or Bylaws of the Corporation, a waiver thereof in
writing, signed by the person or persons entitled to such notice, whether before
or after the time stated therein, shall be equivalent to the giving of such
notice.

ARTICLE XI
AMENDMENTS

As provided in the Articles of Incorporation, these Bylaws may be
amended or repealed and new Bylaws may be adopted by the affirmative vote of a
majority of the Directors then holding office at any regular or special meeting
of the Board of Directors.

ARTICLE XII
INDEMNIFICATION

Section 1. Indemnification Provisions in Articles of Incorporation The
provisions of this Article XII are intended to supplement Article NINTH of the
Articles of Incorporation pursuant to Sections 9.2 and 9.3 thereof. To the
extent that this Article XII contains any provisions inconsistent with said

Article NINTH, the provisions of the Articles of Incorporation shall govern.
Terms defined in such Article NINTH shall have the same meaning in this Article
XII.

Section 2. Indemnification of Others. The Corporation may indemnify and
advance expenses to its other officers, employees and agents to the same or any
lesser extent as to its directors and Board-elected officers, as set forth in
the Articles of Incorporation and in this Article XII of the Bylaws of the
Corporation, and, if so indemnified, such persons shall be included in the term"
indemnitee" or "indemnitees" as used in this Article XII of the Bylaws.

Section 3. Undertakings for Advances of Expenses. If and to the extent
the NCBCA requires, an advancement by the Corporation of expenses incurred by an
indemnitee pursuant to clause (iii) of the last sentence of Section 9.1 of the
Articles of Incorporation (hereinafter an "advancement of expenses") shall be
made only upon delivery to the Corporation of an undertaking (hereinafter an
"undertaking"), by or on behalf of such indemnitee, to repay all amounts so
advanced if it shall ultimately be determined by final judicial decision from
which there is no further right to appeal (hereinafter a "final adjudication")
that such indemnitee is not entitled to be indemnified for such expenses under
Article NINTH of the Articles of Incorporation or otherwise.

Section 4. Claims for Indemnification. If a claim for indemnification
under Section 9.1 of the Articles of Incorporation is not paid in full by the
Corporation within 60 days after it has been received in writing by the
Corporation, except in the case of a claim for an advancement of expenses, in
which case the applicable period shall be 20 days, the indemnitee may at any
time thereafter bring suit against the Corporation to recover the unpaid amount
of the claim. If the indemnitee is successful in whole or in part in any such
suit, or in a suit brought by the Corporation to recover an advancement of
expenses pursuant to the terms of an undertaking, the indemnitee shall be
entitled to be paid also the expense of prosecuting or defending such suit. In
any suit brought by the indemnitee to enforce a right to indemnification
hereunder (but not in a suit brought by the indemnitee to enforce a right to an
advancement of expenses) it shall be a defense that, and in any suit by the
Corporation to recover an advancement of expenses pursuant to the terms of an
undertaking the Corporation shall be entitled to recover such expenses only upon
a final adjudication that, the indemnitee is not entitled to indemnification by
reason of Section 55-8-57 of the NCBCA (or any successor provision or
provisions). Neither the failure of the Corporation (including the Board of
Directors, independent legal counsel, or its shareholders) to have made a
determination prior to the commencement of such suit that indemnification of the
indemnitee is proper in the circumstances because the indemnitee is not entitled
to indemnification by reason of Section 55-8-57 of the NCBCA (or any successor
provision or provisions), nor an actual determination by the Corporation
(including the Board of Directors, special legal counsel, or its shareholders)
that the indemnitee is not entitled to indemnification by reason of such
statutory limit, shall create a presumption that the indemnitee has not met the
applicable standard of conduct or, in the case of such a suit brought by the
indemnitee, be a defense to such suit. In any suit brought by the indemnitee to
enforce a right to indemnification or to an advancement of expenses hereunder,
or by the Corporation to recover an advancement of expenses pursuant to the
terms of an undertaking, the burden of proving that the indemnitee is not
entitled to be indemnified, or to have or retain such advancement of expenses,
under Article NINTH of the Articles of Incorporation or this Article XII or
otherwise, shall be on the Corporation.

Section 5. Insurance. The Corporation may maintain insurance, at its
expense, to protect itself and any director, trustee, officer, employee or agent
of the Corporation or another entity against any expense, liability or loss,
whether or not the Corporation would have the power to indemnify such person
against such expense, liability or loss under the NCBCA.

Section 6. Severability. In the event that any of the provisions of
this Article XII (including any provision within a single section, paragraph or
sentence) is held by a court of competent jurisdiction to be invalid, void or
otherwise unenforceable, the remaining provisions are severable and shall remain
enforceable to the full extent permitted by law.

ARTICLE XIII

The Corporation elected prior to September 30, 1990, to not be governed
by the provisions of Article 9 and Article 9A of Chapter 55 of the General
Statutes of North Carolina and shall not be bound or subject to either of the
North Carolina Shareholder Protection Act or the North Carolina Control Share
Acquisition Act.