**EXHIBIT 3.3**

 

**BY-LAWS OF FIRST CITIZENS BANCORPORATION**

**OF SOUTH CAROLINA, INC.**

 

**ARTICLE I**

**OFFICES**

 

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

 

2. Other offices. The corporation may have offices at such otherplaces, either within or without the State of South Carolina, as the Board of Directors may from time to time determine, or as the business of the corporation may require. 

 

**ARTICLE II**

**MEETINGS OF SHAREHOLDERS**

 

1. Place ofmeetings. All meetings of the shareholders shall be held at the principal office of the corporation, or at such other place, either within or without the State of South Carolina, as shall be designated in the notice of the meeting. 

 

2. Annual meetings. An annual meeting of shareholders shall be heldin April of each year on a date to be set annually by the Board of Directors for the purpose of electing directors of the corporation and for the transaction of such other business as may be properly brought before the meeting. 

 

3. Substitute annual meetings. If the annual meeting be not held onthe date herein specified or within thirty (30) days Thereafter, a substitute annual meeting may be called in the manner provided in Section 4 of this Article. Such substitute meeting shall for all purposes be deemed to be and treated as the annualmeeting. 

 

4. Special meetings. Special meetings may becalled at any time by anyone of the following: (a) the President; (b) the Chairman of the Board of Directors; (c) a majority of the Board of Directors; or (d) the holders of not less than ten (10%) percent of the shares entitled to vote at themeeting. 

 

5. Notice of meeting. Written or printednotice stating the 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 (10) nor more than fifty (50) days before the date thereof, eitherpersonally or by mail, by or at the direction of 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 whendeposited with postage prepaid in the United States mail, addressed to the shareholder at his address as it appears on the stock transfer books of the corporation. 

 

In the case of an annual or substitute annual meeting, the notice thereof need not specifically state the business to betransacted thereat unless it is a matter, other than election of directors, on which a vote of shareholders is expressly required by the provisions of the South Carolina Business Corporation Act. 

 

When a meeting is adjourned for thirty (30) days or more, notice of theadjourned meeting shall be given as in the case of an original meeting. When a meeting is adjourned for less than thirty (30) days, notice of the adjourned meeting need not be given if the time and place of the adjournment are announced at themeeting at which the adjournment is taken. 

 

6. Quorum.The holders of a majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at meetings of shareholders. If there is no quorum at the opening of a meeting of shareholders, such meeting may be adjourned fromtime to time by a vote of a majority of the shares voting on the motion to adjourn. At any adjourned meeting at which a quorum is present, any business may be transacted which might have been, transacted at the original meeting. 

 

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

 

7. Voting of shares. The vote of a majority of the shares voted on any matter at a meeting of theshareholders at which a quorum is present shall be the act of the shareholders on that matter, unless the vote of a greater number is required by law or by the Articles of Incorporation of the corporation. Voting on all matters shall be by voicevote or by show of hands unless the holders of one-tenth of the shares represented at the meeting shall, prior to the voting on any matter, demand a ballot vote on that particular matter. 

 

8. Informal or irregular action by shareholders. Action taken at any meeting of shareholders, however called and withwhatever notice, if any, shall be deemed action of the shareholders taken at a meeting duly called and held on proper notice if: (a) all shareholders entitled to vote at the meeting are present in person or by proxy, and no shareholder objects toholding the meeting; or (b) a quorum is present either in person or by proxy, no one present objects to holding the meeting, and each absent person entitled to vote at the meeting signs, either before or after the meeting, a written waiver ofnotice, or consent to the holding of the meeting, or approval of the action taken as shown by the minutes thereof. 

 

Any action which may be taken at a meeting of shareholders may be taken without a meeting if a written consent, setting forth the action so taken, issigned by the holders of all outstanding shares entitled to vote on any such action, or their attorneys-in-fact or a proxy holder thereof, and is filed with the Secretary of the corporation as part of the corporate records. 

 

**ARTICLES III**

**DIRECTORS**

 

1. General powers. The business and affairs of the corporation shall be managed under the direction of the Board of Directors. 

 

2. Number, term and Qualifications. The number of the directors of the corporation shall not be less than seven (7)nor more than twenty- eight (28). Each director shall hold office until the expiration of the term for which he is elected, and until his successor shall have been elected and qualify. From time to time the shareholders or directors may, within thelimits herein set forth, fix or change the number of directors which will constitute the Board of Directors. The Board of Directors may, at any time, if fixed at fewer than the maximum number, provide for the addition of one or more directors, butnot exceeding such maximum number and the vacancies so created may be filled by majority vote of the Board of Directors. Directors so elected shall serve until the next annual meeting of shareholders and until their successors are elected andqualify. No person who has attained the age of seventy-five (75) years shall be eligible for election or re-election as a director; provided, however, such condition eligibility shall not apply to any person who was a director of the corporation onJanuary 1, 1993. 

 

3. Election of directors. Except asprovided in Section 5 of this Article, the directors shall be elected at the annual meeting of shareholders; and those persons who receive the highest number of votes shall be deemed to have been elected. If any shareholder so demands, election ofdirectors shall be by ballot. 

 

4. Removal. Any or alldirectors may be removed, with or without cause, by a vote of the holders of a majority of the shares then entitled to vote at an election of directors, subject to the provisions of the South Carolina Business Corporation Act pertaining to removalof directors. 

 

5. Vacancies. Any vacancy occurring inthe Board of Directors, including a vacancy resulting from an increase in the number of directors as described in Section 2 of this Article, may be filled by a majority of the remaining directors, even though less than a quorum, or by the soleremaining director. Directors so elected shall serve until the next annual meeting of shareholders and until their successors are elected and qualify. 

 

6. Compensation. The Board of Directors may compensate directors for their services as such and may provide for the payment of all expensesincurred by directors in attending regular and special meetings of the Board. 

 

7. Executive Committee. The Board of Directors may, by a resolution of the full Board, designate from among its member an Executive Committee and other committees, each consisting of one or more directors, andmay delegate to such committee or committees all the authority of the Board of Directors except such authority as is expressly denied a committee by the South Carolina Business Corporation Act. 

 

8. Honorary Directors. The title “Director Emeritus” may be conferred upon such formerdirectors of the corporation as may be selected by the Board of Directors. Each person so selected shall be paid as an honorarium an amount approved by the Board of Directors. 

 

**ARTICLE IV**

**MEETINGS OF DIRECTORS**

 

1. RegularMeetings. The annual meeting of the Board of Directors shall be held immediately after, and at the same place as the annual meeting of shareholders. In addition, the Board of Directors may provide, by resolution, for the holding of an additionalregular meeting. 

 

2. Special Meetings. Special meetingsof the Board of Directors may be called by the Chairman of the Board, the President or a majority of the directors. Such meetings shall be held either within or without the State of South Carolina. 

 

3. Notice of Meetings. Regular meetings of the Board of Directors maybe held without notice. 

 

Special meetings of the Board ofDirectors shall be held upon at least two (2) days notice by any usual means of communication. The purpose of such meeting need not be specified in the notice. 

 

Except as otherwise expressly provided by the South Carolina Business Corporation Act, neither the business to be transacted at, nor the purpose of,any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice. 

 

4. Quorum. A majority of the total number of directors then in office shall constitute a quorum for the transaction of business, unless the vote ofa greater proportion is required by the South Carolina Business Corporation Act. 

 

Except as otherwise provided in this section or Section 8 of Article III of these By-Laws, the vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board ofDirectors. 

 

5. Informal or irregular action byDirectors. Action taken by a majority of the directors or members of a committee without a meeting shall be valid if written consent to the action taken is executed, either before or after the action so taken, by all the directors or committeemember and is filed with the minutes of the proceedings of the Board or Committee. 

 

**ARTICLE V**

**OFFICERS**

 

1. Election and term. The officers of the corporation shall be elected by the Board of Directors at its annualmeeting, and each such officer shall hold his office for one year and until his successor shall be elected and qualify, or until the earlier of his death, resignation, retirement, removal or disqualification. 

 

Any vacancy, however, occurring, in any office may be filled by the Board ofDirectors at any regular or special meeting of the Board; and the Board may, at any regular or special meeting of the Board, elect a person to an office created in the interim between annual meetings of the Board. 

 

2. Removal. Any officer or agent elected or appointed by the Board ofDirectors may be removed by the Board whenever in its judgment the best interest of the corporation will be served thereby. 

 

3. Compensation. The compensation of all officers of the corporation shall be fixed by the Board of Directors. 

 

4. Bonds. The Board of Directors may, by resolution, require any orall officers, agents or employees of the corporation to give bond in such sum and with such sureties as the resolution may specify for the faithful discharge of their duties. 

 

5. Number, Duties and Powers. The officers of the corporation shall consist of Chairman of theBoard, Vice-Chairman of the Board, Chief Executive Officer, Chief Operating Officer, President, Secretary, and Controller; and may also consist of one or more Executive Vice President(s), one or more Senior Vice President(s), one or more VicePresident(s), and such other or additional officers as, in the opinion of the Board, are necessary for the conduct of the business of the corporation. Each officer shall have such duties as may be assigned and such powers as may be granted to him bythe Board of Directors and these By-Laws. Any two or more officers may be held by the same person, except that no officer may act in more than one capacity where action of two or more officers is required. The duties and powers of the offices are asfollows: 

 

(a) Chairman of the Board: The Chairman of theBoard shall preside at all meetings of the Board of Directors and all meetings of the shareholders. He may sign, execute, and deliver in the name of the corporation powers of attorney, contracts, bonds, certificates of stock and other obligations ordocuments. He shall perform such other duties as the Board of Directors may direct. 

 

(b) Vice-Chairman of the Board: The Vice-Chairman of the Board shall, in the absence of the Chairman, preside at all meetings of the Board of Directors and all meetings of the shareholders. He shall performsuch other duties as the Board of Directors may direct. 

 

(c)Chief Executive Officer: The Chief Executive Officer shall be either the Chairman of the Board or President. He shall have general supervision of all affairs of the corporation, and shall carry into effect all directives of the Board ofDirectors or the Executive Committee thereof. 

 

(d)President: The President shall have such powers and perform such duties as the Board of Directors, Chairman of the Board, or Chief Executive Officer may direct. He may sign, execute and deliver in the name of the corporation powers ofattorney, contracts, bonds, certificates of stock, and other obligations or documents. 

 

(e) Chief Operating Officer: The Chief Operating Officer shall administer and supervise the operations of the corporation in accordance with these By-Laws, and shall perform such other duties as the Board ofDirectors, Chairman of the Board, Chief Executive Officer, or President may direct. 

 

(f) Executive Vice President(s), Senior Vice President(s) and other Vice President(s): The duties of the Executive Vice President(s), the Senior Vice President(s) and other Vice President(s) shall be to performsuch duties as the Board of Directors, Chairman of the Board, Chief Executive Officer, President, or Chief Operating Officer may direct. 

 

(g) Secretary: The Secretary shall attend and keep accurate records of the acts and proceedings of all meetings of shareholders and directors. Heshall give or cause to be given all notices required by law and by these By-Laws. He shall have general charge of the corporate books and records, excluding financial books and records, and of the corporate seal; and he shall affix the corporateseal to any lawfully executed instrument requiring it. He shall have general charge of the stock transfer books of the corporation and shall keep, at the registered or principal office of the corporation, a record of shareholders showing the nameand address of each shareholder and the number and class of the shares held by each. He shall sign such instruments as may require his signature and shall perform such other duties as the Board of Directors, Chairman of the Board, Chief ExecutiveOfficer, President, or Chief Operating Officer may direct. The Secretary shall sign, with the President or other authorized officer, certificates for shares of the corporation. 

 

(h) Controller: The Controller shall be the Chief Financial Officer of the corporation, and shall have custody of allfunds and securities belonging to the corporation. He shall receive, deposit or disburse the same under the direction of the Board of Directors, Chairman of the Board, Chief Executive Officer, President, or Chief Operating Officer. He shall keepfull and accurate accounts of the finances of the corporation in books especially provided for that purpose; and shall cause a true statement of the assets and liabilities as of the close of each fiscal year and of results of its operations and ofchanges in surplus for such fiscal year, all in reasonable detail. He shall perform such other duties as the Board of Directors, Chairman of the Board, Chief Executive Officer, or President may direct. 

 

**ARTICLE VI**

**INDEMNIFICATION**

 

1. Authority to indemnify. 

 

(a) Subject toapplicable law and regulatory authority, the corporation may advance expenses to and indemnify the persons set forth in subsection (b) below against liability to the full extent and in the manner permitted or required by the South Carolina BusinessCorporation Act of 1988, as amended from time to time (the “Act”). The words “director”, “expense” and “liability” as used herein shall have the meanings ascribed to them in the Act. 

 

(b) The following persons may be indemnified: 

 

(i) any present or former director, officer, agent, or employee of thecorporation (or any corporation which was merged into or acquired by the corporation) or 

 

(ii) any of the foregoing who is or was serving at the request of the corporation (or any corporation which was merged into or acquired by the corporation) as a director, officer, partner, trustee, employee or agentof a foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, who by reason of the fact that he is or was acting in a capacity set forth in (i) or (ii) of this section (b), is made a party to anythreatened, pending or completed proceedings, whether civil, criminal, administrative or investigative. 

 

(c) Notwithstanding anything above to the contrary, no director, officer, agent, or employee of the corporation shall be indemnified against anythingprohibited by applicable law and /or regulatory authority. 

 

2.Insurance. Subject to applicable law and regulatory authority, the corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at therequest of the corporation as a director, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any liability asserted against him or incurred by him in suchcapacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under this Article. 

 

**ARTICLE VII**

**CONTRACTS, CHECKSAND DEPOSITS**

 

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

 

2. Checks and Drafts. All checks, drafts or other orders for thepayment 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. 

 

3. Deposits. All funds of the corporation not otherwise employedshall be deposited from time to time to the credit of the corporation in such depositories as the Board of Directors shall direct. 

 

**ARTICLE VIII**

**CERTIFICATES FOR SHARES AND TRANSFER THEREOF**

 

1. Certificates of shares. Certificates representing shares of the corporation shall be issued, in such form as the Board of Directors shall determine, to every shareholder for the fully paid shares owned byhim. Each certificate shall state on the face thereof such information as is required by law. These certificates shall be signed by the President or any Vice President, and the Secretary or any Assistant Secretary and may be sealed with the seal ofthe corporation or a facsimile thereof. They shall be consecutively numbered or otherwise identified; and the name and address of the persons to whom they are issued, with the number of shares and date issued, shall be entered on the stock transferbooks of the corporation. 

 

2. Transfer of shares.Transfer of shares shall be made on the stock transfer books of the corporation only upon surrender of the certificates for the shares sought to be transferred by the record holder thereof or by his duly authorized agent, transferee or legalrepresentative. All certificates surrendered for transfer shall be canceled before new certificates for the transferred shares shall be issued. 

 

3. Closing transfer books and fixing record date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting ofshareholders or any adjournment thereof, or entitled to receive payment of a dividend or other distribution, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors may fix in advance a record datefor any such determination of shareholders. Such date shall not in any case be more than fifty (50) days and, in case of a meeting of shareholders, not less than ten (10) days prior to the date on which the particular action, requiring suchdetermination of shareholders, is to be taken. 

 

In lieu offixing a record date as herein above provided, the Board of Directors may order the stock transfer books to be closed for a stated period. Such period shall not in any case exceed fifty (50) days and, in case of a meeting of shareholder, the booksshall be closed for a least ten (10) full days immediately proceeding the date of such meeting. 

 

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 meetingof 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. 

 

4. Lost Certificates. A shareholder whose certificate has been lost or destroyed may have it replaced upon complying with the requirement of the Uniform Commercial Code in effect in South Carolina. 

 

**ARTICLE IX**

**GENERAL PROVISIONS**

 

1. Dividends. The Board of Directors may, from time to time declare, and the corporation may pay dividends on its outstanding shares in cash or property (including its own shares or those of other corporations)subject to limitations and restriction imposed by law or contained in the Articles of Incorporation. 

 

2. Waiver of Notice. Whenever any notice is required to be given to any shareholder or director under the provisions of the South Carolina BusinessCorporation Act or under the provisions of the Articles of Incorporation or By-Laws of the corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the date of the meeting or otherevent requiring notice, shall be equivalent to the giving of such notice. 

 

3. Fiscal Year. Unless otherwise ordered by the Board of Directors, the fiscal year of thecorporation shall commence on January 1 and end on December 31. 

 

4. Amendments. The Board of Directors may adopt, amend, or repeal these By-Laws or adopt new By-Laws, subject to the right of shareholders to alter, amend, repeal By-Laws or adopt new By-Laws in accordance with applicable provisionsof the South Carolina Business Corporation Act. Any such action taken by directors shall require the vote of a majority of directors then in office; and any such action taken by shareholders shall require the vote of a majority of all sharesentitled to elect directors. 

 

Any notice of a meeting ofshareholders or of directors at which By-Laws are to be adopted, amended, or repealed shall include notice of such proposed action. 

 

Adopted as and for the amended and restated By-Laws of First Citizens Bancorporation of South Carolina, Inc. as of July 24, 2002.