**INDEX OF BY-LAWSofCNB CORPORATIONAS AMENDED JUNE 14, 2005ARTICLE I**

**OFFICES          Section 1.    PrincipalOffice          Section2.    Registered Office          Section3.    Other Offices**

**ARTICLE II**

**MEETINGS OF SHAREHOLDERS          Section 1.    AnnualMeeting          Section2.    Substitute Annual Meeting          Section3.    Special Meetings          Section4.    Place of Meeting          Section5.    Notice of Meeting          Section6.    Closing of Transfer Books or Fixing of Record Date          Section7.    Voting Lists          Section8.    Quorum          Section9.    Proxies          Section10.   Voting of Shares          Section11.   Votes Required          Section12.   Informal Action by Shareholders**

**ARTICLE III**

**BOARD OF DIRECTORS          Section1.    General Powers          Section2.    Number, Tenure and Qualifications          Section3.    Nominations          Section4.    Newly Created Directorships and Vacancies          Section 5.    Removal          Section6.    Chairman of Board          Section7.    Compensation**

**ARTICLE IV**

**MEETINGS OF DIRECTORS          Section 1.    RegularMeetings          Section2.    Special Meetings          Section3.    Notice          Section4.    Waiver of Attendance          Section5.    Quorum          Section6.    Manner of Acting          Section7.    Presumption of Assent          Section8.    Informal Action by Directors **

**ARTICLE V**

**EXECUTIVE COMMITTEE          Section 1.    Creation          Section2.    Vacancy          Section3.    Removal          Section4.    Minutes          Section5.    Responsibility of Directors**

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**ARTICLE VI**

**OFFICERS          Section 1.    Officersof the Corporation          Section2.    Election and Term          Section3.    Compensation of Officers          Section4.    Removal of Officers and Agents          Section5.    Bonds          Section6.    President          Section7.    Vice-Presidents          Section8.    Secretary          Section9.    Assistant Secretaries          Section10.   Treasurer          Section11.   Assistant Treasurers**

**ARTICLE VII**

**CONTRACTS, LOANS, CHECKS AND DEPOSITS          Section 1.    Contracts          Section2.    Loans          Section3.    Checks and Drafts          Section4.    Deposits**

**ARTICLE VIII**

**CERTIFICATES FOR SHARES AND THEIR TRANSFERS          Section1.    Certificates for Shares          Section2.    Transfer of Shares          Section3.    Lost Certificate          Section4.    Holder of Record          Section5.    Treasury Shares**

**ARTICLE IX**

**GENERAL PROVISIONS          Section 1.    Dividends          Section2.    Seal          Section3.    Waiver of Notice          Section4.    Fiscal Year          Section5.    Amendments**

**ARTICLE X**

**INDEMNIFICATION          Section 1.    Coverage          Section2.    Payment          Section3.    Evaluation          Section4.    Consideration**

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**BY-LAWSOFCNB CORPORATIONAS AMENDED JUNE 14, 2005ARTICLE I.OFFICES**
| **Section 1.**                     | **Principal Office.  The  principal office of the corporation shall be located in Conway, South  Carolina.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
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| **Section 2.**                     | **Registered Office.  The  registered office of the corporation required by law to be maintained in the  State of South Carolina may be, but need not be, identical with the principal  office in the State of South Carolina.  The address of the registered office  may be changed from time to time by the Board of Directors.**                                                                                                                                                                                                                                                                                                                                      |
| **Section 3.**                     | **Other Offices.  The  corporation may have offices at such places, either within or without the  State of South Carolina, as the Board of Directors may designate or as the  business of the corporation may require from time to time.**                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| **ARTICLE II**                     |
| **MEETINGS OF SHAREHOLDERS ** |
| **Section 1.**                     | **Annual Meeting.  The  annual meeting of the shareholders shall be held on such date as set by the  Board of Directors, at such time as the Board of Directors shall fix each  year, 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 South Carolina, such  meeting shall be held on the next succeeding business day.**                                                                                                                                                                                        |
| **Section 2.**                     | **Substitute Annual Meeting.   If the annual meeting shall not be held on the day designated by these  By-Laws for the annual meeting of shareholders, or at any adjournment  thereof, then a substitute annual meeting may be called in accordance with  Section 3 of this Article and the meeting so called may be designated as the  annual meeting.**                                                                                                                                                                                                                                                                                                                     |
| **Section 3.**                     | **Special Meetings.   Except as otherwise required by law, special meetings of the shareholders may  be called by the Chairman of the Board, the President, the Board of Directors  pursuant to a resolution approved by a majority of the entire Board of  Directors or, at the written request of the holders of not less than 50% of  all shares entitled to vote at the meeting.**                                                                                                                                                                                                                                                                                        |
| **Section 4.**                     | **Place of Meeting.  The  Board of Directors may designate any place, either within or without the  State of South Carolina, as the place of meeting for any annual meeting or  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  South Carolina as the place for the holding of such meeting.  If no  designation is made, or if a special meeting be otherwise called, the place  of meeting shall be the principal office of the corporation in the State of  South Carolina.** |

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| **Section 5.** | **Notice of Meeting.   Written or printed notice stating the day, time and place of the meeting and,  in case of a special meeting, the purpose or purposes for which the meeting  is called, shall be delivered not less than ten nor more than fifty days  before the date of the meeting, either personally or by mail, by or at the  meeting, either personally or by mail, by or at the direction of Chairman of  the Board, the President, the Secretary, or the officer or persons calling  the meeting, 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 addressed to the shareholder at his address as it appears  on the record of shareholders of the corporation, with postage thereon  prepaid. In addition to the foregoing, notice of a substitute annual meeting  shall state that the annual meeting was not held on the day designated by  these By-Laws and that such substitute annual meeting is being held in lieu  of and is designated as such annual meeting.**

**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, no notice need  be given of the time and place of the adjourned meeting or of the business to  be transacted thereat other than by announcement at the meeting at which the  adjournment is taken.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
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| **Section 6.** | **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 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 as the record date for any such determination of  shareholders, such date in any case to be not more than fifty days and, in  the case of a meeting of shareholders, not less than ten full 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.** |

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| **Section 7.**  | **Voting Lists.  The  Secretary shall make, at least ten days before each meeting of shareholders,  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, for a period of ten days prior  to such meeting, shall be kept on file at the registered office of the corporation  and shall be subject to inspection by any shareholder at any time during  usual business hours.  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 during the whole time of the meeting.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
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| **Section 8.**  | **Quorum.  Except as  otherwise required by law, the Articles of Incorporation or these By-Laws,  the holders of not less than one-third 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 and the act of the majority  of such quorum shall be deemed the act of the shareholders; provided,  however, that at any substitute annual meeting of the shareholders called in  accordance with Article II, Sections 2 and 3 hereof, the shares of the  corporation entitled to vote there represented, in person or by proxy, shall  constitute a quorum and all matters shall be determined by a majority of  votes cast at such meeting.**

**The shareholders at a meeting at which a quorum is present may continue to do  business until adjournment, notwithstanding the withdrawal of enough  shareholders to leave less than a quorum.**

**In the absence of a quorum at the opening of any meeting of shareholders,  such meeting may be adjourned from time to time by a vote of the majority of  the shares voting on the motion to adjourn; and at any adjourned meeting at  which a quorum is present, any business may be transacted which might have  been transacted at the original meeting.** |
| **Section 9.**  | **Proxies.  Shares may be  voted either in person or by one or more agents authorized by a written proxy  executed by the shareholder or by his duly authorized attorney in fact.  Except as otherwise permitted by law, no proxy shall confer authority to vote  at any meeting of the shareholders other than the next meeting, or any  adjournment thereof, to be held after the date on which the proxy was first  sent or given.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| **Section 10.** | **Voting of Shares.  Each  outstanding share entitled to vote shall be entitled to one vote on each  matter submitted to a vote at a meeting of shareholders.  Shares of its own  stock 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 meeting and  shall not be counted in determining the total number of outstanding shares at  a given time entitled to vote.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| **Section 11.** | **Votes Required.  The  vote of a majority of the shares voted at a meeting of shareholders, duly  held at which a quorum is present, shall be sufficient to take or authorize  action upon any matter which may properly come before the meeting except as  otherwise provided by law, by the Articles of Incorporation or by these  By-Laws.  Any provision in these By-Laws 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.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |

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| **Section 12.** | **Informal Action by Shareholders.  Any action which may betaken at a meeting of the shareholders may  be taken without a meeting if a consent in writing setting forth the action  so taken, shall be signed by the holders of all outstanding shares entitled  to vote upon such action at a meeting, or their attorneys-in-fact or a proxy  holder thereof, and filed with the Secretary as part of the corporate  records.** |
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**ARTICLE III.BOARD OF DIRECTORS**
| **Section 1.** | **General Powers.  The  business and affairs of the corporation shall be managed by its Board of  Directors.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
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| **Section 2.** | **Number, Tenure, and Qualifications.  The number of directors constituting the Board of Directors shall  be fixed from time to time by the Board of Directors but shall not be less  than five.  The directors shall be classified as provided in the Articles of  Incorporation, with respect to the time for which they severally hold  office.  At each annual meeting of shareholders, the successors of the class  of directors whose terms expires at that meeting shall be elected to hold  office for a term expiring at the annual meeting of shareholders held in the  third year following the year of their election.**

**The directors shall be elected at the annual or adjourned annual meeting of  the shareholders (except as herein otherwise provided for the filling of vacancies  or the creation of directorships) and each director shall hold office until  his death, resignation, retirement, removal, disqualification, or his  successor is elected and qualified.**

**Except as otherwise required by law, Directors need not be residents of the  State of South Carolina or shareholders of the corporation.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| **Section 3.** | **Nominations.   Nominations for the election of directors may be made by the Board of  Directors or a committee appointed by the Board of Directors or by any  shareholder entitled to vote in the election of directors generally. However,  any shareholder entitled to vote in the election of directors generally may  nominate one or more persons for election as directors at a meeting only if  written notice of such shareholder's intent to make such nomination or  nominations has been given, either by personal delivery or by United States  mail, postage prepaid, to the Secretary of the corporation not later than (i)  with respect to an election to be held at an annual meeting of shareholders,  ninety days prior to the anniversary date of the immediately preceding annual  meeting, and (ii) with respect to an election to be held at a special meeting  of shareholders for the election of directors, the close of business on the  tenth day following the date on which notice of such meeting is first given  to shareholders.  Each such notice shall set forth:  (a) the name and address  of the shareholder who intends to make the nomination and of the person or  persons to be nominated; (b) a representation that the shareholder is a  holder of record of stock of the corporation entitled to vote at such meeting  and intends to appear in person or by proxy at the meeting to nominate the  person or persons specified in the notice; (c) a description of all arrangements  or understandings between the shareholder and each nominee and any other  person or persons (naming such person or persons) pursuant to which the  nomination or nominations are to be made by the shareholder;** |

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**Section 3. Continued** | **(d) such other information regarding each nominee proposed by such  shareholder as would be required to be included in a proxy statement filed  pursuant to the proxy rules of the Securities and Exchange Commission; and  (e) the consent of each nominee to serve as a director of the corporation if  so elected.  The presiding officer of the meeting may refuse to acknowledge  the nomination of any person not made in compliance with the foregoing  procedure.**                                                                                                                                                                                                                                                                                                                                                                                      |
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| **Section 4.**                | **Newly Created Directorships and Vacancies.  Newly created directorships resulting from  any increase in the number of directors and any vacancies on the Board of  Directors resulting from death, resignation, disqualification, removal or  other cause shall be filled solely by the affirmative vote of a majority of  the remaining directors then in office, even though less than a quorum of the  Board of Directors.  Any director elected in accordance with the preceding  sentence shall hold office for the remainder of the full term of the class of  directors in which directorship was created or the vacancy occurred and until  such director's successor shall have been elected and qualified.  No decrease  in the number of directors constituting the Board of Directors shall shorten  the term of any incumbent director.** |
| **Section 5.**                | **Removal.  Any director  may be removed from office, without cause, only by the affirmative vote of  the holders of 80% of the combined voting power of the then outstanding  shares of stock entitled to vote generally in the election of directors,  voting together as a single class.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| **Section 6.**                | **Chairman of Board.   There may be a Chairman of the Board of Directors elected by the directors  from their number at the annual meeting of the Board of Directors.  The  Chairman shall preside at all meetings of the Board of Directors and perform  such other duties as may be directed by the Board.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| **Section 7.**                | **Compensation.  The Board  of Directors may compensate directors for their services as such and may  provide for the payment of all expenses incurred by directors in attending  meetings of the Board.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |

**ARTICLE IV.MEETINGS OF DIRECTORS**
| **Section 1.** | **Regular Meetings.  A  regular meeting of the Board of Directors shall be held without other notice  than this By-Law immediately after, and at the same place as, the annual  meeting of shareholders. The Board of Directors may provide, by resolution,  the time and place, either within or without the State of South Carolina for  the holding of additional regular meetings without other notice than such  resolution.** |
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| **Section 2.** | **Special Meetings.   Special meetings of the Board of Directors may be called by the Chairman of  the Board, the President or a majority of directors.  The person or persons  authorized to call special meetings of the Board of Directors may fix any  place, either within or without the State of South Carolina, as the place for  holding any special meeting of the Board of Directors called by them.**              |

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| **Section 3.** | **Notice.  Notice of  special meetings of the Board of Directors shall be given to each director  not less than three days before the date of the meeting by any usual means of  communications.  Except as otherwise required by law, neither the business  transacted at, nor the purposes of, any regular or special meeting of the  Board of Directors need be specified in the notice or waiver of notice of  such meeting.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
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| **Section 4.** | **Waiver of Attendance.   Attendance of a director at a meeting of the Board of Directors 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.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| **Section 5.** | **Quorum.  Except as  otherwise provided by law or these By-Laws, the presence of one-third of the  entire Board of Directors shall be necessary and sufficient to constitute a  quorum for the transaction of business.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| **Section 6.** | **Manner of Acting.   Except as otherwise provided in these By-Laws, 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.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| **Section 7.** | **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 is otherwise 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 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 8.** | **Informal Action by Directors.  Action taken by a majority of the Board of Directors, or of the  members of the Executive Committee or other committees appointed pursuant to  Article V hereof, then holding office without a meeting is nevertheless Board  or Executive Committee action if written consent to the action in question is  signed by all the directors or members of the Executive Committee or other  committees, as the case may be, and filed with the minutes of the proceedings  of the Board, whether done before or after the action so taken.**

**Any one or more directors may participate in a meeting of the Board or the  Executive Committee or other committee by means of a conference telephone or  similar communications device which allows all persons participating in the  meeting to hear each other, and such participation in a meeting shall be  deemed presence in person at such meeting.** |

**ARTICLE V.EXECUTIVE COMMITTEE**
| **Section 1.** | **Creation.  The Board of  Directors, by resolution adopted by a majority of the directors, may  designate one or more directors to constitute an Executive Committee or  members of other committees, to the extent provided in such resolution, shall  have and may exercise all of the authority of the Board of Directors to the  extent permitted by applicable law.** |
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| **Section 2.** | **Vacancy.  Any vacancy  occurring in an Executive Committee or other committee shall be filled by a  majority of the directors at a regular or special meeting of the Board of  Directors.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
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| **Section 3.** | **Removal.  Any  member   of  an  Executive Committee or other committee may be removed at any time  with or without cause by a majority of the directors.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| **Section 4.** | **Minutes.  The Executive  Committee shall keep regular minutes of its proceedings and report the same  to the Board when required.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| **Section 5.** | **Responsibility of Directors.  The designation of an Executive Committee or other committees and  the 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.**

**Any resolutions adopted or other action taken by such Executive Committee or  other committee within the scope of the authority delegated to it by the  Board of Directors shall be deemed for all purposes to be adopted or taken by  the Board of Directors.**

**If action taken by an Executive Committee or other committee is not  thereafter formally considered by the Board, a director may dissent from such  action by filing his written objection with the Secretary with reasonable  promptness after learning of such action.** |

**ARTICLE VI.OFFICERS**
| **Section 1.** | **Officers of the Corporation.  The officers of the corporation shall consist of a President, a  Secretary, a Treasurer and such Vice-Presidents, Assistant Secretaries,  Assistant Treasurers, and other officers as the Board of Directors may from time  to time elect.  Any two or more offices may be held by the same person who  may act in more than one capacity where action by two or more officers is  required.** |
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| **Section 2.** | **Election and Term.   The  officers of the corporation shall be elected by the Board of Directors and  each officer shall hold office until his death, resignation, retirement,  removal, disqualification or his successor shall have been elected and  qualified.**                                                                                                                                                         |
| **Section 3.** | **Compensation of Officers.     The compensation of all officers of the corporation shall be fixed by the  Board of Directors and no officer shall serve the corporation in any other  capacity and receive compensation therefore unless such additional  compensation be authorized by the Board of Directors.**                                                                                                        |
| **Section 4.** | **Removal of Officers and Agents.  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 will be served thereby, but such removal shall  be without prejudice to the contract rights, if any, of the person removed.**                                                                                      |
| **Section 5.** | **Bonds.  The Board of  Directors may by resolution require any officer, agent, or employee of the  corporation to give bond to the corporation, with sufficient sureties,  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 of Directors.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
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| **Section 6.** | **President.  The  President shall  be the principal 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.**

**He shall sign, with the Secretary, an Assistant 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  By-Laws 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 7.** | **Vice Presidents.  In the  absence of the President or in the event of his death, inability or refusal  to act, the Vice Presidents who are also current members of the Board of  Directors in the order of their length of uninterrupted service as members of  the Board of Directors, unless otherwise determined by the Board of  Directors, shall perform 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. Any Vice President may sign, with the Secretary or an Assistant Secretary,  certificates for shares of the corporation; and shall perform such other  duties as from time to time be assigned to him by the President or Board of  Directors.**                                                                                                                                                                                                                                                                                                                                               |

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| **Section 8.**  | **Secretary.  The  Secretary shall:  (a) attend all meetings of the shareholders and of the  Board of Directors, keep the minutes of such meetings in one or more books  provided for that purpose and perform like duties for the standing committees  when required; (b) see that all notices are duly given in accordance with the  provisions of these By-Laws 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) have general charge of the stock transfer  books of the corporation, and (f) 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 Board of Directors or by the President, under whose  supervision he shall be.**

**The Secretary shall keep or cause to be kept in the State of South Carolina  at the corporation's principal place of business a record of the  corporation's shareholders, giving the names and addresses of all  shareholders and the number and class of shares held by each.** |
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| **Section 9.**  | **Assistant Secretaries.   In the absence of the Secretary or in the event of his death, inability or  refusal to act, any Assistant Secretaries in the order of their length of  service as Assistant Secretary, unless otherwise determined by the  Board of  Directors, shall 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.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|            | **They shall perform such other duties as may be assigned to them by the  Secretary, by the President, or by the Board of Directors.  Any Assistant  Secretary may sign, with the President or a Vice President, certificates for  shares of the corporation.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| **Section 10.** | **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 money  due and payable to the corporation from any source whatsoever, and deposit  all such moneys in the name of the corporation in such depositories as shall  be selected in accordance with the provisions of Article VII Section 4 of  these By-Laws; 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 President or by the Board of Directors.**

**The Treasurer shall prepare, or cause to be prepared, a true statement of the  corporation's assets and liabilities as of the close of each fiscal year, all  in reasonable detail, which statement shall be made and filed at the  corporation's registered office or principal place of business in the State  of South Carolina within four months after the end of such fiscal year and  thereat kept available for a period of at least ten years.  Such statement  shall include, when applicable, a statement of the then current conversion  ratio of any outstanding securities and a statement of the number of shares  covered by any outstanding options and the price at which the options are  exercisable.**  |

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| **Section 11.** | **Assistant Treasurers.    In the absence of the Treasurer or in the event of his death, inability or  refusal to act, the Assistant Treasurers in the order of their length of  service as Assistant Treasurer, unless otherwise determined by the Board of  Directors, shall perform the duties of the Treasurer, and when so acting  shall have all the powers of and be subject to all the restrictions upon the  Treasurer.  They shall perform such other duties as may be assigned to them  by the Treasurer, by the President, or by the Board of Directors.** |
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**ARTICLE VII.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 instrument in the name of and on  behalf of the corporation, and such authority may be general or confined to  specific instances.**                            |
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| **Section 2.** | **Loans.  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, 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 depositories as the Board of  Directors may select.**                                                                                                               |

**ARTICLE VIII.CERTIFICATES FOR SHARES AND THEIR TRANSFER**
| **Section 1.** | **Certificates for Shares.   Certificates representing shares of the corporation shall be in such form as  shall be determined by the Board of Directors.  The corporation shall issue  and deliver to each shareholder certificates representing all fully paid  shares owned by him.  Certificates shall be signed by the President or a  Vice-President and by 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 and class of shares and the  date of issue, shall be entered on the stock transfer books of the  corporation.** |
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| **Section 2.** | **Transfer of Shares.   Transfer  of shares of the corporation shall be made only 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, and on surrender for cancellation  of  the certificate for such shares.**                                                                                                                                                                                                                                                                            |

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| **Section 3.** | **Lost Certificate.  The  Board of Directors  may direct a new certificate to be issued in place of any  certificate theretofore issued by the corporation claimed to have been lost  or destroyed, upon receipt of an affidavit of such fact from the person  claiming the certificate of stock to have been lost or destroyed.  When  authorizing such issue of a new certificate, the Board of Directors shall  require that the owner of such lost or destroyed certificate, or his legal  representative, give the corporation a bond in such sum as the Board may  direct as indemnity against any claim that may be made against the  corporation with respect to the certificate claimed to have been lost or  destroyed, except where the Board of Directors by resolution finds that in  the judgment of the directors the circumstances justify omission of a bond.** |
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| **Section 4.** | **Holder of Record.  The  corporation may treat as an absolute owner of shares the person in whose name  the shares stand of record on its books just as if that person had 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 records 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.**                                                                                                                                                                          |
| **Section 5.** | **Treasury Shares.   Treasury shares of the corporation shall consist of such shares as have been  issued and thereafter acquired but not cancelled by the corporation.   Treasury shares shall not carry voting or dividend rights except any rights  in share dividends paid on the treasury shares in accordance with applicable  laws.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |

**ARTICLE IX.GENERAL PROVISIONS**
| **Section 1.** | **Dividends.  The Board of  Directors may from time to time declare, and the corporation may pay,  dividends on its outstanding shares in cash, property or its own shares  pursuant to law and subject to the provisions of its charter.**                                                                                                            |
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| **Section 2.** | **Seal.  The corporate  seal of the corporation shall consist of two concentric circles between which  is the name of the corporation and in the center of which is inscribed SEAL;  and such seal, as impressed on the margin hereof, is hereby adopted as the  corporate seal of the corporation.**                                                  |
| **Section 3.** | **Waiver of Notice.  Whenever any notice is required to be given to any shareholder or director by  law, by the Articles of Incorporation or by these By-Laws, 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 4.** | **Fiscal Year.  The fiscal  year of the corporation shall be fixed by the Board of Directors.**                                                                                                                                                                                                                                                        |

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| **Section 5.** | **Amendments.  Subject to  the provisions of the Articles of Incorporation, these  By-Laws  may be  amended, altered or repealed at any regular meeting of the shareholders (or  at any special meeting thereof called for that purpose) by a majority vote of  the shares represented and entitled to vote at such meeting.  Subject to the  laws of the State of South Carolina, the Articles of Incorporation and these  By-Laws, the Board of Directors may by majority vote of those present at any  meeting at which a quorum is present amend these By-Laws, or enact such other  By-Laws as in their judgment may be advisable for the regulation of the  conduct of the affairs of the corporation.** |
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**ARTICLE X.INDEMNIFICATION**
| **Section 1.** | **Coverage.  Any person  who at any time serves or has served as a director, officer, employee or  agent of the corporation, or in such capacity at the request of the  corporation for any other corporation, partnership, joint venture, trust or  other enterprise, shall have a right to be indemnified by the corporation to  the fullest extent permitted by law against (a) expenses, including  attorneys' fees, actually incurred by him in connection with any threatened,  pending or completed action, suit or proceedings, whether civil, criminal,  administrative or investigative, and whether or not brought by or on behalf  of the corporation, seeking to hold him liable by reason of the fact that he  is or was acting in such capacity, and (b) payments made by him in satisfaction  of any judgment, money decree, fine, penalty or settlement for which he may  have become liable in any such action, suit or proceeding.** |
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| **Section 2.** | **Payment.  Expenses  incurred by such person may be paid in advance of the final disposition of  such investigation, action, suit or proceeding upon receipt of an undertaking  by or on behalf of such person to repay such amount unless it shall  ultimately be determined that he is entitled to be indemnified by the  corporation under the laws of the State of South Carolina.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| **Section 3.** | **Evaluation.  The Board  of Directors of the corporation  shall take all such action as may be  necessary and appropriate to authorize the corporation to pay the  indemnification required by this Article X, including without limitation, to the  extent needed, making a good faith evaluation of the manner in which the  claimant for indemnity acted and of the amount of indemnity due him and  giving notice to, and obtaining approval by, the shareholders of the  corporation.**                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| **Section 4.** | **Consideration.  Any  person who at any time after the adoption of this Article X serves or has  served in any of the aforesaid capacities for or on behalf of the corporation  shall be deemed to be doing or to have done so in reliance upon, and as  consideration for, the right of indemnification provided herein.  Such right  shall inure to the benefit of the legal representatives of any such person  and shall not be exclusive of any other rights to which such person may be  entitled apart from the provision of this Article X.**                                                                                                                                                                                                                                                                                                                                                                                             |