Exhibit
3.2




BYLAWS





OF





WACCAMAW
BANKSHARES, INC.





Restated
by the Board of Directors on January 17, 2008.










BYLAWS


OF


WACCAMAW BANKSHARES,
INC.





Index





ARTICLE
      IOfficesSection
      1.
                                                                                            Principal
      Offices
                                                                                            1Section
      2.
                                                                                            Registered
      Office
                                                                                            1Section
      3.
                                                                                            Other
      Offices
                                                                                            1ARTICLE
      IIMeetings of ShareholdersSection
      1.
                                                                                            Annual
      Meeting
                                                                                            1Section
      2.
                                                                                            Substitute
      Annual Meeting
                                                                                            1Section
      3.
                                                                                            Special
      Meetings
                                                                                            1Section
      4.
                                                                                            Place
      of Meetings
                                                                                            1Section
      5.
                                                                                            Notice
      of Meetings
                                                                                            1Section
      6.
                                                                                            Waiver
      of Notice
                                                                                            2Section
      7.
                                                                                            Voting
      Lists
                                                                                            2Section
      8.
                                                                                            Quorum
                                                                                            2Section
      9.
                                                                                            Voting
                                                                                            2Section
      10.
                                                                                            Proxies
                                                                                            2ARTICLE
      IIIBoard of DirectorsSection
      1.
                                                                                            General
      Powers
                                                                                            3Section
      2.
                                                                                            Number,
      Term of Office and Qualifications
                                                                                            3Section
      3.
                                                                                            Election
      of Directors
                                                                                            3Section
      4.
                                                                                            Directors'
      Immunity
                                                                                            3Section
      5.
                                                                                            Removal
      of Directors
                                                                                            4Section
      6.
                                                                                            Vacancies
                                                                                            4Section
      7.
                                                                                            Compensation
      of Directors
                                                                                            4Section
      8.
                                                                                            Committees
                                                                                            4Section
      9.
                                                                                            Chairman
      of Board
                                                                                            4Section
      10.
                                                                                            Nominations
                                                                                            4Section
      11.
                                                                                            Directors
      Emeritus
                                                                                            4





i




ARTICLE
      IVMeetings of DirectorsSection
      1.
                      Regular
      Meetings
                      5Section
      2.
                      Special
      Meetings
                      5Section
      3.
                      Place
      of Meetings
                      5Section
      4.
                      Notice
      of Meetings
                      5Section
      5.
                      Quorum;
      Manner of Acting
                      5Section
      6.
                      Presumption
      of Assent
                      5Section
      7.
                      Informal
      Action of Directors
                      5Section
      8.
                      Resignations
                      6Section
      9.
                      Minutes
                      6ARTICLE
      VOfficersSection
      1.
                      Number
      of Officers
                      6Section
      2.
                      Election,
      Term of Office and Qualifications
                      6Section
      3.
                      Subordinate
      Officers and Agents
                      6Section
      4.
                      Removal
                      6Section
      5.
                      Resignations
                      6Section
      6.
                      Vacancies
                      6Section
      7.
                      President
                      6Section
      8.
                      Vice
      President
                      7Section
      9.
                      Secretary
                      7Section
      10.
                      Assistant
      Secretary
                      7Section
      11.
                      Treasurer
                      7Section
      12.
                      Duties
      of Officers May Be Delegated
                      7Section
      13.
                      Salaries
      of Officers
                      7Section
      14.
                      Bonds
                      8ARTICLE
      VIContracts, Loans, Deposits, Checks, Drafts,
      Etc.Section
      1.
                      Contracts
                      8Section
      2.
                      Loans
                      8Section
      3.
                      Deposits
                      8Section
      4.
                      Checks,
      Drafts, Etc.
                      8Section
      5.
                      ProxiesSection
      6.
                      Banking
      Hours
                      8




ii




ARTICLE
      VIIShare Certificates and Their
      TransferSection
      1.
                      Share
      Certificates
                      8Section
      2.
                      Transfers
      of Shares
                      9Section
      3.
                      Lost
      or Destroyed Certificates
                      9Section
      4.
                      Regulations
                      9Section
      5.
                      Fixing
      Record Date
                      9Section
      6.
                      Holder
      of Record
                      9Section
      7.
                      Reacquired
      Shares
                      9ARTICLE
      VIIIGeneral ProvisionsSection
      1.
                      Corporate
      Seal
                      9Section
      2.
                      Distributions
                      10Section
      3.
                      Fiscal
      Year
                      10Section
      4.
                      Waiver
      of Notice
                      10Section
      5.
                      Amendments
                      10Section
      6.
                      Indemnification
                      10Section
      7.
                      Interpretation
      of Bylaws
                      11




iii




CODE OF
BYLAWS





ARTICLE
I





Offices





Section
1.  Principal Office. The Corporation’s principal office shall
be located in Whiteville, North Carolina, or at such other place(s) as the Board
may designate from time to time.





Section 2. Registered
Office. The Corporation’s registered office, which by law is required to
be maintained within the State, shall be located at such place or places within
the State of North Carolina as the Board may designate from time to
time.





Section 3. Other
Offices. The Corporation may have offices at such places, either within
or outside the State, as the Board may determine from time to time.





ARTICLE
II





Meeting of
Shareholders





December
13, 2007


Section 1. Annual
Meeting. The annual meeting of shareholders shall be held within 180 days
of the close of the fiscal year, as set by the Board, for the purpose of
electing directors of the Corporation and for the transaction of such other
business as properly may be brought before the meeting.





Section 2. Substitute Annual
Meeting. If the annual meeting shall not be held in accordance with
Section 1 above, a substitute annual meeting may be called in the manner
provided for the call of a special meeting in accordance with the provisions of
Section 3 of this Article and a substitute annual meeting so called shall be
designated as and shall be treated, for all purposes, as the annual
meeting.





Section 3. Special
Meetings. Special meetings of the shareholders may be called at any time
by (a) the President of the Corporation, (b) the Chairman of the Corporation,
(c) the Secretary of the Corporation or (d) the Board.





Section 4. Place of
Meetings. All meetings of shareholders shall be held at the principal
office of the Corporation or at such other place, either within or without the
State of North Carolina, as shall be designated in the notice of the meeting or
agreed upon by a majority of the shareholders entitled to vote
thereat.





Section5.Notice of
Meetings. Written or printed notice stating the time and place of a
shareholders’ meeting shall be delivered, personally or by mail, by or at the
direction of the President, the Board or by such other person or persons calling
such meeting, to each shareholder of record entitled to vote at such meeting,
not less than ten or more than sixty days prior to the date of such meeting. If
mailed, such notice shall be deemed to be delivered when deposited in the United
States mail addressed to the shareholder to the address determined in the manner
indicated below, with postage thereon prepaid. A statement of the business to be
transacted at an annual or substitute annual meeting of shareholders need not be
set forth in the notice of such meeting except that if any matter is to be
considered or acted upon, other than the election of directors, on which the
vote of shareholders is required under the provisions of the Act then a specific
statement thereof shall be set forth in such notice. In the case of a special
meeting, the notice shall set forth the nature of the business to be transacted.
If any meeting of shareholders is adjourned to a different date, time, or place,
notice need not be given of the new date, time, or place if the new date, time,
or place is announced at the meeting before adjournment and if a new record date
is not fixed for the adjourned meeting. If a new record date for the adjourned
meeting is or must be fixed pursuant to the Act, notice of the adjourned meeting
must be given as provided in this Section to persons who are shareholders as of
the new record date. Any notice which shall be mailed shall be directed to each
shareholder at its address as set forth on the Corporations share books, except
that if any shareholder shall have filed with the Secretary a written request
that notices
intended for such shareholder be mailed to some other address, then notice to
such shareholder shall be mailed to the address set forth in such written
request.




1




Section 6. Waiver of
Notice. Any shareholder may waive notice of any meeting before or after
the meeting. The waiver must be in writing, signed by the shareholder, and
delivered to the Corporation for inclusion in the minutes or filing with the
corporate records. A shareholder’s attendance, in person or by proxy, at a
meeting (a) waives objection to lack of notice or defective notice of the
meeting, unless the shareholder or the shareholder’s proxy at the beginning of
the meeting objects to holding the meeting or transacting business thereat, and
(b) waives objection to consideration of a particular matter at the meeting that
is not within the purpose or purposes described in the meeting notice, unless
the shareholder or the shareholder’s proxy objects to considering the matter
before it is voted upon.





Section 7. Voting
Lists. No later than two days after notice of a shareholder is given, the
Secretary shall prepare an alphabetical list of the shareholders entitled to
notice of such meeting. The Secretary shall maintain such list and make it
available as provided by the Act.





Section 8. Quorum.
Except as otherwise provided by the Act, the Articles or these Bylaws, the
presence in person or by proxy of holders of record of a majority of the shares
entitled to vote shall be necessary to constitute a quorum for action on such
matters; provided, however, that at any substitute annual shareholders’ meeting
called in accordance with Section 2 of this Article, the shares entitled to vote
there represented, in person or by proxy, shall constitute a quorum. In the
absence of a quorum, a majority of the shares entitled to vote there
represented, in person or by proxy, may adjourn the meeting from time to time.
At any such adjourned meeting, at which a quorum shall be present, any business
may be transacted which might have been transacted at the meeting as originally
called if a quorum had been there present. Once a share is represented for any
purpose at a meeting, it is deemed present for quorum purposes for the remainder
of the meeting and for any adjournment of that meeting unless a new record date
is or must be set forthat adjourned
meeting.





Section 9. Voting. At
each shareholders’ meeting, every holder of record of shares entitled to vote
shall be entitled to one vote for every share standing in his name on the
Corporation's books, unless otherwise provided by the terms of such shares, and
all questions, except as otherwise provided by the Act, the Articles, or these
Bylaws, shall be determined by a majority of the votes so cast. Any provision in
these Bylaws prescribing the vote required for any purpose as permitted by law
may not itself be amended by a vote less than the vote prescribed therein.
Persons holding shares in a fiduciary capacity shall be entitled to vote the
shares so held. Shares owned by the Corporation, directly or indirectly, through
a subsidiary corporation or otherwise, or held directly or indirectly in a
fiduciary capacity by it or by a subsidiary corporation, shall not be voted at
any shareholders’ meeting and shall not be counted in determining the total
number of outstanding shares at a given time entitled to vote, except to the
extent permitted by the Act. Voting on all matters, except the election of
Directors, shall be by voice vote or by show of hands except that if prior to
voting on any particular matter demand shall be made by or on behalf of the
holders of not less than one-tenth (1/10th) of the shares represented, in person
or by proxy, at such meeting and entitled to vote on such matter that the vote
thereon be taken by ballot, then the vote on such matter shall be taken by
ballot.





Section 10. Proxies.
Any shareholder entitled to vote may vote by proxy, provided that the instrument
authorizing such proxy to act shall have been executed in writing by the
shareholder or his duly authorized attorney. No proxy shall be valid after the
expiration of eleven months from the date of its execution, unless the person
executing it shall have specified therein the length of time it is to continue
in force or limits its use to a particular meeting. Each instrument designating
a proxy shall be exhibited to the Secretary and shall be filed with the
Corporation’s records.


2




ARTICLE
III





Board of Directors





Section 1. General
Powers. All corporate powers shall be exercised by or under the authority
of and the business and affairs of the Corporation managed under the direction
of, the Board, except as otherwise provided in the Articles.


Section 2. Number, Term of
Office and Qualifications.(a) The number of directors shall be not less
than five (5)nor
more than sixteen (16) shareholders. The exact number of directors, within the
minimum and maximum limitations of the preceding sentence, shall be fixed from
time to time by the Board pursuant to a resolution adopted by a majority of the
entire Board prior to the annual meeting of shareholders at which such directors
are to be elected. In addition to the foregoing relating to the determination of
the number and election of directors, the shareholders, at any meeting thereof,
may authorize not more than two (2) additional directorships which may be left
unfilled by the shareholders at such meeting, to be filled in the discretion of
the directors during the interval between meetings of the
shareholders.





(b)   At
the first annual meeting of shareholders, the Board shall be divided into three
classes, containing as nearly equal a number of directors as possible, with the
term of office for the first class to expire at the first annual meeting of
shareholders after their election, the term of office for the second class to
expire at the second annual meeting of shareholders after their election, and
the term of office for the third class to expire at the third annual meeting of
the shareholders after their election. At each annual meeting of shareholders
following such initial classification and election, directors elected to succeed
those directors whose terms expire shall be selected for a term of office to
expire the- third succeeding annual meeting of shareholders after their
election. In the event of any increase or decrease in the number of directors,
the additional or eliminated directorships shall be so classified or chosen so
that all classes of directors shall remain and become as nearly equal in number
as possible. Each director shall continue in office until the expiration of his
term as specified above and until his successor shall have been elected and
qualified, or until his death or until he shall resign or shall have become
disqualified or shall have been removed in the manner hereinafter
provided.





(c)   Each
director shall be the owner and holder of shares of stock in the Corporation
representing 1,000 shares on the last business day of the calendar year
immediately prior to the election of that director. For the purposes hereof,
book value shall consist of common capital stock, unimpaired surplus, undivided
profits, and reserves for contingencies if any such reserves are segregations of
capital. If any director is appointed during the interval between meetings of
shareholders, pursuant to the provisions of these Bylaws, such director shall
hold the required qualifying shares as of the time of his appointment. In the
event the Corporation is a wholly-owned subsidiary, the required qualifying
shares shall be shares in the parent corporation. Every Director shall hold his
qualifying shares in his own name unpledged and unencumbered in any way. The
office of any director at any time violating any of the provisions of this
Section shall immediately become vacant, and the remaining directors shall
declare his office vacant and proceed to fill the vacancy forthwith in
accordance with the provisions of these Bylaws. Not less than three-fourths
(3/4) of the directors of the Corporation shall be residents of the State of
North Carolina. The term of any director shall terminate automatically as of the
annual meeting next following the date on which he or she attains the age of
seventy (70) years and such director shall serve only until the election and
qualification of such director’s successor; provided, however, that any director
serving on the date of adoption of these bylaws may continue to serve as a
director for three years and until the election and qualification of such
director’s successor. No person shall be eligible for election as a director
after having reached the age of 70 years.





Section 3. Election of
Directors. Except as provided in Section 6 of this Article, the Directors
shall be elected at the shareholders’ annual meeting of shareholders and the
persons who shall receive the highest number of votes shall be the elected
directors. If prior to voting for the election of Directors demand therefore
shall be made by or on behalf of any share entitled to vote at such meeting, the
election of directors shall be by ballot.





Section 4. Directors’
Immunity. To the fullest extent permitted by law, each Director shall be
immune from personal liability of each Director arising out of an action whether
by or in the right of the Corporation or otherwise for monetary damages for
breach of any duty as a Director.




3




July 20,
2006


Section5.Removal of
Directors. Any director may be removed from office at any time with or
without cause by a vote of shareholders whenever the number of votes cast in
favor of removal of the director exceeds the number of votes cast against such
removal. A director may not be removed by the shareholders at a meeting unless
the notice of the meeting states that the purpose, or one of the purposes, of
the meeting is removal of the director. If any directors are so removed, new
directors may be elected at the same meeting to fill the unexpired term of the
removed director.





Section 6. Vacancies.
Except as provided in Section 2 of this Article, a vacancy in the Board created
by an increase in the authorized number of Directors shall be filled only by
election at an annual meeting of shareholders or at a special meeting of
shareholders called for that purpose; provided, however, that prior to the
issuance of the Corporation’s shares any such vacancy may be filled by the then
existing Board. Any vacancy in the Board created other than by an increase in
the authorized number of Directors may be filled by a majority of the remaining
Directors, even though less than a quorum, or by the sole remaining Director.
The shareholders may elect a Director at any time to fill any vacancy not filled
by the Directors. hi the event of the resignation of a Director to take effect
at a future date either the Board or the shareholders, at any time after tender
of such resignation, may elect a successor to such Director to take office as of
the effective date of such resignation. Any Director elected to fill a vacancy
shall be elected for the unexpired term of his predecessor.





Section 7. Compensation of
Directors. The Board may cause the Corporation to compensate Directors
for their services as Directors and may provide for the payment by the
Corporation of all expenses incurred by directors in attending regular and
special meetings of the Board.





Section 8.
Committees. The Board, by resolution of a majority of the number of
directors in office, shall designate three or more directors to constitute an
Executive Committee and may designate such other committees as the Board shall
deem advisable, each of which, to the extent authorized by law and provided in
such resolution, shall have and may exercise all of the authority of the Board
in the management of the Corporation. The designation of any committee and the
delegation thereto of authority shall not operate to relieve the Board, or any
member thereof, of any responsibility or liability imposed upon the Board, or
any member thereof, by law.





Section 9. Chairman of
Board. The Directors shall elect a Chairman from their number at any
meeting of the Board. The Chairman shall preside at all meetings of the Board
and perform such other duties as the Board may direct.





February
17, 2004


Section 10.  Nominations.  Nominations
for election to the Board of Directors shall be made by the Nominating &
Compensation Committee of the Board of Directors, and, subject to the conditions
described below, any shareholder of common stock entitled to vote at that
meeting for the election of directors.  To be eligible for
consideration at the meeting of shareholders, all nominations for election to
the Board of Directors, other than those made by the Nominating  &
Compensation Committee, shall be in writing, shall be delivered to the Secretary
of the Corporation not later than September 30th of the
year preceding the meeting of shareholders at which the nominee would stand for
election, shall be accompanied by each nominee’s written consent to serve as a
member of the Board of Directors if elected and must certify that each nominee:
(i) has owned at least 1,000 shares of the corporation’s common stock for the
twelve (12) months preceding the nomination; (ii) has business, economic and
residential ties to the corporation’s market area; and (iii) has financial,
accounting or banking background or prior service as an officer or director of
an entity engaged in the financial services business.





Section 11. Director
Emeritus. Any director who has attained the age of 70 years and who has
served as a director for the previous three years shall be eligible for election
by the Board as a Director Emeritus. There may be as many Directors Emeritus as
the Board may elect. A Director Emeritus shall have the right to attend all
meetings of the Board and to participate in discussion on the same basis as a
director, but shall not vote and shall not be compensated.




4




ARTICLE
IV





Meetings of
Directors





Section 1. Regular
Meetings. A regular annual meeting of the Board may be held immediately
after the shareholders’ annual meeting and if not then held shall be held within
a reasonable time thereafter. In addition, the Board may provide, by resolution,
the time and place, within or without the State, for the holding of additional
regular meetings. The Board shall meet at least quarterly, including the regular
meeting to be held immediately or shortly after the annual meeting of
shareholders.





Section 2. Special
Meetings. Special Board meetings may be called by or at the request of
the President or any two Directors.





Section 3. Place of
Meetings. All Board meetings shall be held at the Corporation’s principal
office except that such meetings may be held at such other place, within or
without the State, as may be designated in a duly executed waiver of notice of
such meeting or as may be otherwise agreed upon in advance of the meeting by a
majority of Directors.





Section 4. Notice of
Meetings.
Regular meetings of the Board may be held without notice. Special meetings shall
be called on not less than three (3) days’ prior notice. Notice of a special
meeting need not state the purpose thereof unless otherwise required by the Act
or these Bylaws, and such notice shall be directed to each Director at his
residence or usual place of business by mail, cable or telegram, or may be
delivered personally. A Director’s presence at a meeting shall constitute a
waiver of notice of that meeting except when such Director attends the meeting
solely for the purpose of objecting to the transaction of any business thereat,
on the grounds that the meeting has not been lawfully called, and does not
otherwise participate in such meeting.





Section 5. Quorum; Manner of
Acting. A majority of the number of Directors then authorized as the
number of Directors of the Corporation shall constitute a quorum for the
transaction of any business at any meeting. Except as otherwise expressly
provided in the Articles or these Bylaws, the act of a majority of the Directors
present at a meeting at which a quorum is present shall be the act of the Board.
The vote of a majority of the Directors then holding office shall be required to
adopt, amend or repeal a Bylaw or to dissolve the Corporation pursuant to the
Act without shareholder consent.





Section 6. Presumption of
Assent. A Director who is present at a Board meeting at which action on
any matter is taken shall be presumed to have assented to the action taken on
any such matter unless (a) his contrary vote is recorded or his dissent or
abstention is otherwise entered in the minutes of the meeting, (b) the Director
files his written dissent or abstention to such action with a person acting as
the secretary of the meeting before the adjournment thereof or (c) the Director
forwards such dissent or abstention by registered mail to such secretary
immediately after the adjournment of the meeting. Such right to dissent or
abstention shall not apply to a Director who voted in favor of such
action.





Section 7. Informal Action
of Directors. Action taken without a meeting shall constitute action of
the Board if written consent to the action in question is signed by a majority
of (or of a committee appointed by the Board in accordance with these Bylaws)
the Directors then holding office or members of the committee, as the case may
be, and filed with the minutes of the proceedings of the Board or such
committee, whether done before or after the action so taken. Any one or more
Directors may participate in any Board or committee meeting by means of a
conference telephone or similar communications device which allows all persons
participating in the meeting simultaneously to hear each other, and such
participation in a meeting shall be deemed presence in person at such
meeting.




5




Section
8.  Resignations. A Director may resign at any time by
communicating his resignation to the Board, its chairman, or the Corporation. A
resignation is effective when it its communicated unless it specifies in writing
a later effective date or subsequent event upon which it will become effective.
Unless otherwise specified therein, the acceptance of any such resignation shall
not be necessary to make it effective.





Section 9. Minutes.
The Secretary or an Assistant Secretary shall keep minutes of all Board
meetings, and the same shall be recorded in a book or books which shall be kept
for that purpose, which book of books shall be kept on file in the Corporation.
The minutes shall show a record of all action taken by the Board concerning the
Corporation’s conduct, management, and welfare. The minutes of any meeting of a
Board committee, showing the actions taken by such committee since the last
meeting, shall be submitted to the Board at each Board meeting. All minutes must
be signed by either the chairman or the secretary of the meeting.





ARTICLE
V





Officers





Section 1. Number of
Officers. The Corporation’s officers shall be a President, one or more
Vice Presidents, a Secretary and a Treasurer, and such other officers as may be
appointed in accordance with the provisions of Section 3 of this Article. Any
two offices or more may be held by one person, except the offices of President
and Secretary, but no officer shall sign or execute any document in more than
one capacity.





Section 2. Election, Term of
Office and Qualifications. Each officer, except such officers as may be
appointed in accordance with the provisions of Section 3 of this Article, shall
be chosen by the Board and shall hold office until the annual meeting of the
Board held next after his election or until his successor shall have been duly
chosen and qualified or until his death or until he shall resign or shall have
been disqualified or shall have been removed from office.





Section 3. Subordinate
Officers and Agents. The Board from time to time may appoint other
officers or agents, each of whom shall hold office for such period, have such
authority, and perform such duties as the Board from time to time may determine.
The Board may delegate to any officer or agent the power to appoint any
subordinate officer or agent and to prescribe his respective authority and
duties.





Section 4. Removal.
The officers specifically designated in Section 1 of this Article may be
removed, either with or without cause, by vote of a majority of the whole Board
at a special meeting of the Board called for that purpose. The officers
appointed in accordance with the provisions of Section 3 of this Article may be
removed, either with or without cause, by a majority vote of the Directors
present at any meeting, or by any officer or agent upon whom the Board may
confer such power of removal. The removal of any person from office shall be
without prejudice to the contract rights, if any, of the person so
removed.





Section5.Resignations. Subject
to any contract obligations or provisions in this regard, any officer may resign
at any time by giving written notice to the Board or to the President or
Secretary, or if he were appointed by an officer or agent in accordance with
Section 3 of this Article, by giving written notice to the officer or agent who
appointed him. Any such resignation shall take effect upon its being accepted by
the Board or by the officer or agent appointing the person so
resigning.





Section 6. Vacancies.
A vacancy in any office because of death, resignation, removal, or
disqualification, or any other cause, shall be filled for the unexpired portion
of the term in the manner prescribed by these Bylaws for regular appointments or
elections to such offices.





Section 7. President.
The President shall be the Corporation’s chief executive officer and, subject to
the Board’s instructions, shall have general charge of the Corporation’s
business, affairs and property and control over its other officers, agents and
employees. He shall preside at all meetings of shareholders at which he may be
present. The President shall sign, with the Secretary, an Assistant Secretary,
or any other proper officer of the Corporation thereunto
authorized by the Board, certificates for shares of the Corporation, any deeds,
mortgages, bonds, contracts, or other instruments which the Board has authorized
to be executed, except in cases where the signing and execution thereof shall be
expressly delegated by the Board 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. The President shall do and perform such other duties as the Board may
from time to time assign to him.




6




Section 8. Vice
President. At the President’s request, or in the President’s absence or
disability, the Vice President, and if there be more than one (1) Vice
President, the Vice President designated by the Board, or in the absence of such
designation, the Vice President designated by the President, or absent such
designation, in order of length of service, shall perform all the duties of the
President and when so acting shall have all the powers of and be subject to all
the restrictions upon the President. The Vice Presidents shall perform such
other duties and have such authority as the Board may from time to time assign
to them.





Section 9. Secretary.
The Secretary shall keep the minutes of the meetings of shareholders and of the
Board, and shall see that all notices are duly given in accordance with the
provisions of these Bylaws or the Act. He shall be custodian of the Corporations
records, books, reports, statements, certificates and other documents and of the
Corporation’s seal, and see that the seal is affixed to all share certificates
prior to their issuance and to all documents requiring such seal.





In
general, he shall perform all duties and possess all authority incident to the
office of Secretary, and he shall perform such other duties and have such other
authority as the Board may from time to time assign to him.





Section 10. Assistant
Secretary. In the absence of the Secretary or in the event of his death,
inability, or refusal to act, any Assistant Secretary, if such an officer is
appointed by the Board, shall, unless otherwise determined by the Board, perform
the duties of the Secretary, and when so acting shall have all the powers of and
be subject to all the restrictions upon the Secretary. An Assistant Secretary
shall perform such other duties as may be assigned to him by the Secretary, by
the President, or by the Board. Any Assistant Secretary may sign, with the
President or Vice President, certificates for shares of the
Corporation.





Section 11.
Treasurer. The Treasurer shall have supervision over the Corporation’s
funds, securities, receipts and disbursements of the Corporation. He shall keep
full and accurate accounts of the Corporation’s finances in books especially
provided for that purpose, and he shall cause a true statement of its assets and
liabilities, as of the close of each fiscal year, and of the results of its
operations and of changes in surplus for such fiscal year, all in reasonable
detail, to be made and filed at the Corporation’s principal office within four
months after the end of such fiscal year. The statement so filed shall be kept
available for inspection by any shareholder for a period of ten years and the
Treasurer shall mail or otherwise deliver a copy of the latest such statement to
any shareholder upon his written request for the same. He shall in general
perform all duties and have all authority incident to the office of Treasurer
and shall perform such other duties and have such other authority as the Board
may from time to time assign or grant to him.





Section 12. Duties of
Officers May Be Delegated. In case of the absence of any officer of the
Corporation or for any other reason that the Board may deem sufficient, the
Board may delegate the powers or duties of such officer to any other officer or
to any Director for the time being provided a majority of the entire Board
concurs therein.





Section 13. Salaries of
Officers. No officer shall be prevented from receiving a salary as such
officer or from voting thereon by reason of the fact that he is also a Director.
The Board shall from time to time fix the salaries of the Corporation’s
officers, including such officers as may be Directors, except that the Board may
delegate to any officer who has been given power to appoint subordinate officers
or agents, as provided in Section 3 of this Article, the authority to fix the
salaries or other compensation of any such officers or agents appointed by
him.




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Section 14. Bonds.
Each officer and employee of the Corporation shall give bond to the Corporation,
in a suitable amount to be approved by the Board, conditioned upon the faithful
performance of the duties of his respective office or position, and to comply
with such other conditions as may from time to time be required by the
Board.





ARTICLE
VI





Contracts, Loans, Deposits,
Checks, Drafts, Etc.





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





Section 2. Loans. No
loans shall be contracted on the Corporations behalf and no evidences of
indebtedness shall be issued in its name, unless and except as authorized by
resolution of the Board. Any officer or agent of the Corporation thereunto so
authorized may effect loans or advances for the Corporation and for such loans
and advances may make, execute and deliver promissory notes, bonds, or other
evidences of indebtedness of the Corporation. Any such officer or agent, when
thereunto so authorized, may mortgage, pledge, hypothecate or
transfer


as
security for the payment of any and all loans, advances, indebtedness and
liabilities of the Corporation any real property and all stocks, bonds, other
securities and other personal property at any time held by the Corporation, and
to that end may endorse, assign and deliver the same, and do every act and thing
necessary or proper in connection therewith. Such authority may be general or
confined to specific instances.





Section 3. Deposits.
All corporate funds shall be deposited from time to time to the Corporation’s
credit in such banks or trust companies or with such bankers or other
depositories as the Board may select, or as may be selected by any corporate
officer or officers, agent or agents to whom the Board may give such power from
time to time.





Section 4. Checks, Drafts,
Etc. All notes, drafts, acceptances, checks and endorsements or other
evidences of indebtedness shall be signed by the President or a Vice President
and by the Secretary or the Treasurer, or in such other manner as the Board from
time to time may determine. Endorsements for deposit to the Corporation’s credit
in any of its duly authorized depositories shall be made by the President or
Treasurer or by any officer or agent who may be designated by Board resolution
in such manner as such resolution may provide.





Section 5. Banking
Hours. Unless otherwise fixed by the Board, the President shall have the
authority to fix the hours which the main office and respective branches shall
be open for business.





ARTICLE
VII





Share Certificates and Their
Transfer





December
13, 2007 and January 17, 2008


Section 1. Share
Certificates. The Board of Directors may authorize the issuance of some
or all of the shares of the Corporation’s classes or series of capital stock
without issuing certificates to represent such shares.  If any shares
are represented by certificates, the certificates shall be in such form as
required by law and as the Board may approve from time to
time.  Issued certificates shall be signed by the Chairman of the
Board of Directors, President or a Vice President and by the Secretary,
Assistant Secretary, or the Treasurer and sealed with the Corporation’s seal,
which seal may be a facsimile, engraved or printed. If uncertificated shares are
issued, the Corporation shall send each holder of such shares a written
statement containing the information required by law.




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December
13, 2007


Section 2. Transfers of
Shares. The Secretary shall keep books containing the names,
alphabetically arranged, of all shareholders of the Corporation, and showing
their address, the number and class of shares held by them respectively, the
date of issue of such shares, the time when they respectively became the owners
thereof and the amount paid thereon. Transfers of the Corporation’s shares shall
be made on such books at the direction of the record holder thereof or his
attorney thereunto duly authorized by a power of attorney thereunto duly
executed and filed with the Secretary, or with the transfer agent, if any, for
such shares, and if certificated, the surrender of the certificate or
certificates for such shares properly endorsed.





Section 3. Lost or Destroyed
Certificates. The Board may authorize the issuance of a new share
certificate in place of a certificate theretofore issued by the Corporation
claimed to have been lost or destroyed, upon receipt of an affidavit to such
fact from the person claiming the loss or destruction. The Board in its
discretion may require the owner of the certificate alleged to have been lost,
destroyed, stolen or mutilated, or his legal representative, to give the
Corporation and its transfer agent and its registrar, if any, before the
issuance of such new certificate, a bond of indemnity in such sum and in such
form and with such surety or sureties as the Board may direct or the Board, by
resolution reciting that the circumstances justify such action, may authorize
the issuance of such new certificate without requiring such bond.





Section 4.
Regulations. The Board may make such rules and regulations as it may deem
expedient concerning the issuance and transfer of certificates for the
Corporation’s shares and may appoint transfer agents or registrars, or both, and
may require all certificates of stock to bear the signature of either or
both.





Section5.Fixing Record
Date. (a) The Board may fix a future date as the record date in order to
determine (i) the shareholders entitled to notice of a meeting of shareholders,
(ii) the shareholders entitled to demand a special meeting, (iii) the
shareholders entitled to vote, or (iv) the shareholders entitled to take any
other action. A record date fixed under this Section may not be more than
seventy (70) days before the meeting or action requiring a determination of
shareholders.





(b) A
determination of shareholders entitled to notice of or to vote at a meeting of
shareholders is effective for any adjournment of the meeting unless the Board
fixes a new record date for the adjourned meeting, which it must do if the
meeting is adjourned to a date more than one hundred twenty (120) days after the
date fixed for the original meeting.





Section 6. Holder of
Record. The Corporation may treat as absolute owner of shares the person
in whose name the shares stand of record on its books just as if that person has
full competency, capacity and authority to exercise all rights of ownership
irrespective of any knowledge or notice to the contrary or any description
indicating a representative, pledge or other fiduciary relation or any reference
to any other instrument or to the rights of any other person appearing upon its
record or upon the share certificate, except that any person furnishing to the
Corporation proof of his appointment as a fiduciary shall be treated as if he
were a holder of record of its shares, and except as may otherwise by expressly
provided by the laws of the State.





Section 7. Reacquired
Shares. Shares of the Corporation that have been issued and thereafter
reacquired by the Corporation shall constitute authorized but unissued
shares.




ARTICLE
VIII





General
Provisions





Section 1. Corporate
Seal. The corporate seal shall be in such form as the Board may approve
from time to time.




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Section 2.
Distributions. The Board from time to time may authorize, and the
Corporation may pay, distributions and share dividends on the Corporation’s
outstanding shares in the manner and upon the terms and conditions provided by
law and by the Articles.





Section 3. Fiscal
Year. The Corporation’s fiscal year shall be the year ending December 31
of each year.





Section 4. Waiver of
Notice. Whenever any notice is required to be given to any shareholder or
director under the Act, the Articles or these Bylaws, 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.





Section 5.Amendments. Except as
otherwise herein provided, 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 Board meeting. The Board shall not
have power to adopt a Bylaw: (a) requiring more than a majority of the voting
shares for a quorum at a shareholders’ meeting or more than a majority of the
votes cast to constitute action by the shareholders, except where higher
percentages are required by law; or (b) providing for the management of the
Corporation other than by the Board or its Executive Committee. The shareholders
may make, alter, amend or repeal the Corporation’s Bylaws at any annual meeting
or at a special meeting called for such purpose, and Bylaws adopted by the
directors may be altered or repealed by the shareholders. No Bylaw adopted or
amended by the shareholders shall be altered or repealed by the Board, unless
specific authority to do so is provided to the Board by the
shareholders.





Section 6.
Indemnification. The Corporation shall, to the fullest extent from time
to time permitted by law, indemnify (a) all directors, officers, employees or
agents of the Corporation and (b) any person who, at the Corporation’s request,
is or was serving as a director, officer, partner, trustee, employee or agent of
another Corporation, partnership, joint venture, trust or other enterprise or as
a trustee or administrator under an employee benefit plan, against liability and
expenses in any proceeding (including without limitation a proceeding brought by
or on behalf of the Corporation itself) arising out of their status as such or
their activities in any of the foregoing capacities (“Indemnified Person”);
provided, however, that the Corporation shall not indemnify or agree to
indemnify an Indemnified Person against liability or expenses he may incur on
account of his activities which were at the time taken known or believed by him
to be clearly in conflict with the Corporation’s best interests.





The term
“Indemnified Person” shall specifically include all persons who were initial
directors, officers or employees of the Corporation prior to its incorporation
and the Corporation shall, to the fullest extent from time to time permitted by
law, indemnify such Indemnified Persons against liability and expenses in any
proceeding arising out of their status as such or their activities on behalf of
the Corporation prior to its incorporation.





The
Corporation may pay in advance expenses incurred by an Indemnified Person in
defending a proceeding in advance of the final disposition of such proceeding as
authorized by the Board in the specific case or as authorized or required under
any provision in the Articles or these bylaws or by any applicable resolution or
contract, upon receipt of an undertaking by or on behalf of such Indemnified
Person to repay such amount unless it shall ultimately be determined that he is
entitled to be indemnified by the Corporation against such
expenses.





The
Corporation shall also pay or indemnify an Indemnified Person for such person’s
reasonable costs, expenses and reasonable attorney’s fees in connection with the
enforcement of rights to indemnification granted herein.





The Board
shall take all such action as may be necessary and appropriate to authorize the
Corporation to pay the indemnification required by this bylaw, including without
limitation a determination by a majority vote of disinterested directors that
the activities giving rise to the liability or expense for which indemnification
is requested were not, at the time taken, known or believed by the person
requesting indemnification to be clearly in conflict with the best interests of
the Corporation.




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The
Corporation may purchase and maintain insurance on behalf of an Indemnified
Person against liability asserted against or incurred by him in that capacity or
arising from his status, whether or not the Corporation would have the power to
indemnify him against the same liability under any provision of these
Bylaws.





The
provisions of this section are subject to the following provisions:





(a)           the
termination of any action, suit, or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that any such Indemnified Person did not meet any
requisite standard of conduct imposed by law in order to be entitled to such
indemnification;





(b)           in
the event of such Indemnified Person’s death, the rights to indemnification
hereunder shall extend to his or her legal representative; and





(c)           the
rights to indemnification hereunder shall be in addition to and not exclusive of
any other rights to which any such Indemnified Person may be entitled under any
statute, agreement, insurance policy, or otherwise.





For the
purposes of this section, “liability” means any obligation to pay a judgment,
settlement, penalty, fine (including an excise tax assessed with respect to an
employee benefit plan), or reasonable expenses incurred with respect to a
proceeding, “expenses” means expenses of every kind incurred in defending a
proceeding, including counsel fees, and “proceeding” means any threatened,
pending, or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative and whether formal or informal.





Section 7. Interpretation of
Bylaws.





(a)           All
references in these Bylaws to directors, officers, shares and shareholders are
references to directors, officers, shares and shareholders of the Corporation
and the Board, unless the context clearly indicates otherwise.





(b)           The
following terms, as used in these Bylaws, shall have the following meanings,
unless the context clearly indicates otherwise:





“Act”
means the North Carolina Business Corporation Act, North Carolina General
Statutes, Chapter 55.





“Articles”
means the Corporation’s Articles of Incorporation.





“Corporation”
shall mean Waccamaw Bankshares, Inc., a North Carolina corporation.





“Board”
means the Corporation’s Board of Directors.





“State”
shall mean the state of North Carolina.




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