Exhibit 3.1
                                INDEX OF BY-LAWS

                                       of

                                 CNB CORPORATION

                            AS AMENDED JUNE 14, 2005


                                    ARTICLE I

OFFICES

          Section 1.    Principal Office
          Section 2.    Registered Office
          Section 3.    Other Offices

                                   ARTICLE II

MEETINGS OF SHAREHOLDERS

          Section 1.    Annual Meeting
          Section 2.    Substitute Annual Meeting
          Section 3.    Special Meetings
          Section 4.    Place of Meeting
          Section 5.    Notice of Meeting
          Section 6.    Closing of Transfer Books or Fixing of Record Date
          Section 7.    Voting  Lists
          Section 8.    Quorum
          Section 9.    Proxies
          Section 10.   Voting of Shares
          Section 11.   Votes  Required
          Section 12.   Informal Action by Shareholders

                                   ARTICLE III

BOARD OF DIRECTORS

          Section 1.    General Powers
          Section 2.    Number, Tenure and Qualifications
          Section 3.    Nominations
          Section 4.    Newly Created Directorships and Vacancies
          Section 5.    Removal
          Section 6.    Chairman of Board
          Section 7.    Compensation

                                   ARTICLE IV

MEETINGS OF DIRECTORS

          Section 1.    Regular Meetings
          Section 2.    Special Meetings
          Section 3.    Notice
          Section 4.    Waiver of Attendance
          Section 5.    Quorum
          Section 6.    Manner of Acting
          Section 7.    Presumption of Assent
          Section 8.    Informal Action by Directors

                                    ARTICLE V

EXECUTIVE COMMITTEE

          Section 1.    Creation
          Section 2.    Vacancy
          Section 3.    Removal
          Section 4.    Minutes
          Section 5.    Responsibility of Directors


<PAGE>


                                   ARTICLE VI

OFFICERS

          Section 1.    Officers of the Corporation
          Section 2.    Election and Term
          Section 3.    Compensation of Officers
          Section 4.    Removal of Officers and Agents
          Section 5.    Bonds
          Section 6.    President
          Section 7.    Vice-Presidents
          Section 8.    Secretary
          Section 9.    Assistant Secretaries
          Section 10.   Treasurer
          Section 11.   Assistant Treasurers

                                   ARTICLE VII

CONTRACTS, LOANS, CHECKS AND DEPOSITS

          Section 1.    Contracts
          Section 2.    Loans
          Section 3.    Checks and Drafts
          Section 4.    Deposits

                                  ARTICLE VIII

CERTIFICATES FOR SHARES AND THEIR TRANSFERS

          Section 1.    Certificates for Shares
          Section 2.    Transfer of Shares
          Section 3.    Lost Certificate
          Section 4.    Holder of Record
          Section 5.    Treasury Shares

                                   ARTICLE IX

GENERAL PROVISIONS

          Section 1.    Dividends
          Section 2.    Seal
          Section 3.    Waiver of Notice
          Section 4.    Fiscal Year
          Section 5.    Amendments

                                    ARTICLE X

INDEMNIFICATION

          Section 1.    Coverage
          Section 2.    Payment
          Section 3.    Evaluation
          Section 4.    Consideration


<PAGE>


                                     BY-LAWS

                                       OF

                                 CNB CORPORATION

                            AS AMENDED JUNE 14, 2005

                                   ARTICLE I.

                                     OFFICES

Section 1.    Principal Office. The principal office of the corporation shall be
              located in Conway, South Carolina.

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.


<PAGE>



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.

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.


<PAGE>



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.

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.


<PAGE>



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.


                                  ARTICLE III.

                               BOARD OF DIRECTORS

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

Section 2.    Number,  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;



<PAGE>


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.

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.

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.

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.


<PAGE>

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.

Section6.    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.

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.


<PAGE>



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.

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 therefor 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.



<PAGE>



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.

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.

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.


<PAGE>


Section 9.
Continued     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.

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.

                                  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.

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.


<PAGE>


                                  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.

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.

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.


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.



<PAGE>


                                   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.

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.

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.


                                   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.

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.


<PAGE>



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.