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 other places,  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 of  meetings.  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.

NOTE:  PARAGRAPH  2 BELOW WAS  CHANGED ON MARCH 3,  1993,  AND THE  CHANGES  ARE
INCLUDED AT THE END OF THIS DOCUMENT.
2. Annual Meeting.  An annual meeting of shareholders shall be held on the first
Wednesday in April of each year, if not a legal holiday, but if a legal holiday,
then on the next  ensuing day not a legal  holiday,  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 on the 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
annual meeting.

4. Special  meetings.  Special  meetings may be called at any time by any one of
the following:  (1) 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 the meeting.

5. Notice of meetings.  Written or printed  notice 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,  either personally 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 when deposited 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 be  transacted  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 the
adjourned 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 the meeting at which the adjournment is taken.

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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 from time to time by a vote of 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 do
business   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  shareholders  at which a quorum is present shall be the act of the
shareholders on that matter,  unless the vote of a greater number is required by
law or by the Articles of Incorporation of the corporation.

Voting on all  matters  shall be by voice  vote 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 with whatever 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 to holding 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 of  notice,  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, is signed by
the holders of all outstanding  shares entitled to vote on 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 corporation records.


ARTICLE III - DIRECTORS

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

NOTE:  PARAGRAPH  2 BELOW WAS  CHANGED ON APRIL 28,  1993,  AND THE  CHANGES ARE
INCLUDED AT THE END OF THIS DOCUMENT.  2. Number, term and  qualifications.  The
number of the directors of the corporation  shall not be less than seven (7) nor
more than thirty-four (34). 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.  At each annual meeting the shareholders  shall, within the
limits herein set forth,  fix the number of directors  which will constitute the
Board of Directors  for the ensuing  year.  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,  but not 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 and quality.

3. Election of directors.  Except as provided 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 of  directors  shall be by
ballot.

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4. Removal.  Any or all directors 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 removal of directors.

5. Vacancies. Any vacancy occurring in the Board of Directors may be filled by a
majority of the remaining  directors,  even though less than a quorum, or by the
sole remaining director;  Directors so elected shall serve until the next annual
meeting of shareholders and until their successors are elected and qualify.

NOTE: PARAGRAPH 6 BELOW WAS CHANGED ON JANUARY 22, 1987 AND LATER ON JANUARY 26,
1994 AND THE CHANGES ARE INCLUDED AT THE END OF THIS DOCUMENT.
6.  Chairman.  There may be a Chairman of the Board of Directors  elected by the
directors  from among  their  number at any meeting of the Board.  The  Chairman
shall  preside at all meetings of the Board of Directors  and shall perform such
other duties as may be directed by the Board.

There may be a  Co-Chairman  of the Board of Directors  elected by the directors
from among their members at any meeting of the Board.  The  Co-Chairman,  in the
absence of the Chairman,  shall perform the duties of the Chairman,  and perform
such other duties as may be directed by the Board.

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 regular and special meetings of the Board.

8. Executive Committee.  The Board of Directors may, by a resolution of the full
Board,  designate  from  among its  members  an  Executive  Committee  and other
committees,  each consisting of one or more directors,  and may 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.


ARTICLE IV - MEETINGS OF DIRECTORS

1. Regular Meetings.  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,  the time and
place, either within or without the State of South Carolina,  for the holding of
additional regular meetings.

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 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  may be held
without notice.

Special  meetings of the Board of Directors  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 of a
greater proportion is required by the South Carolina Business Corporation Act.


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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 of Directors.

5. Informal or irregular action by Directors.  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 committee  members and is filed with the minutes
of the proceedings of the Board or Committee.

NOTE:  ARTICLE V BELOW WAS  CHANGED  ON JANUARY  26,  1994 AND THE  CHANGES  ARE
INCLUDED AT THE END OF THIS DOCUMENT. ARTICLE V - OFFICERS

1.  Number.  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,  except
the offices of President and Secretary.

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

Any  vacancy,  however  occurring,  in any  office may be filled by the Board of
Directors 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.

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

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

5.  President.  The President  shall be the principal  executive  officer of the
corporation  and,  subject  to the  control  of the  Board of  Directors,  shall
supervise  and control the  management  of the  corporation  according  to these
By-Laws.

The President shall sign, with any other proper officer,  any deeds,  mortgages,
bonds,  contracts or other  instruments which may lawfully be executed on behalf
of the  corporation,  except where  required or permitted by law to be otherwise
signed and executed and except where the signing and execution  thereof shall be
delegated  by the Board of  Directors  to some other  officer or agent;  and, in
general,  he 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.

6. Vice President.  The Vice  Presidents in the order of their election,  unless
otherwise  determined  by the  Board of  Directors,  shall,  in the  absence  or
disability of the President,  perform the duties and exercise the powers of that
office.  In addition,  they shall  perform such other duties and shall have such
other powers as the Board of Directors shall prescribe.

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7.  Secretary.  The  Secretary  shall  keep  accurate  records  of the  acts and
proceedings of all meetings of  shareholders  and  directors.  He shall give all
notices  required by the law and by these By-Laws.  He shall have general charge
of the corporate records and books and of the corporate seal, and he shall affix
the corporate seal to any lawfully executed  instruments  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 name and address of each shareholder and the number and
class of the shares held by each,  and the date or dates when each  respectively
became  the owner of  record of such  shares or cause the same to be kept at the
office of the  corporation's  transfer  agent or  registrar.  He shall sign such
instruments  as may require his  signature,  and, in general,  shall perform all
duties as may be assigned to him from time to time by the Board of Directors.

8.  Treasurer.  The  Treasurer  shall have  custody of all funds and  securities
belonging to the  corporation  and shall  receive,  deposit or disburse the same
under the direction of the Board of  Directors.  He shall keep full 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 the  results of its  operations  and of
changes in surplus for such fiscal year,  all in  reasonable  detail,  including
particulars as to convertible securities then outstanding,  to be made and filed
in the registered office of the corporation within five (5) months after the end
of such  fiscal  year.  The  statement  so  filed  shall be kept  available  for
inspection  by any  shareholders  for a period of ten years;  and the  Treasurer
shall mail or  otherwise  deliver a copy of the  latest  such  statement  to any
shareholder upon his written request  thereof.  The Treasurer shall, in general,
perform  all duties  incident  to his  office  and such  other  duties as may be
assigned to him from time to time by the President or by the Board of Directors.

9. Assistant Secretaries and Treasurers. The Assistant Secretaries and Assistant
Treasurers  shall,  in  the  absence  or  disability  of  the  Secretary  or the
Treasurer,  respectively,  perform the duties and  exercise  the powers of those
offices and shall, in general, perform such other duties as shall be assigned to
them by the Secretary or the Treasurer, respectively, or by the President or the
Board of Directors.

10.  Bonds.  The Board of  Directors  may,  by  resolution,  require  any or all
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;  and to comply with such other conditions as may from time to time
be required by the Board.


ARTICLE VI - CONTRACTS, CHECKS AND DEPOSITS

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 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 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.

3.  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 shall direct.


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ARTICLE VII - CERTIFICATES FOR SHARES AND TRANSFER THEREOF

1. Certificates for 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  by him,  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 of the
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
transfer books 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 legal  representative.  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 of shareholders 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 date for 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) full days prior to the date on which the particular action,  requiring such
determination of shareholders, is to be taken.

In lieu of fixing a record date as hereinabove provided,  the Board of Directors
may order the stock transfer books to be closed for a stated period.  Such shall
not  in  any  case  exceed  fifty  (50)  days  and,  in  case  of a  meeting  of
shareholders,  the  books  shall be  closed  for at least  ten  (10)  full  days
immediately preceding 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 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.

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


ARTICLE VIII - 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 restrictions imposed by law or continued 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  Business
Corporation  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 other  event  requiring  notice,  shall be  equivalent  to the giving of such
notice.

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3. Fiscal Year. Unless otherwise  ordered by the Board of Directors,  the fiscal
year of the corporation 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  provisions of
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 shares
entitled to elect directors.

Any notice of a meeting of  shareholders 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  By-Laws  of  First  Citizens  Bancorporation  of  South
Carolina, Inc. as of August 26, 1982.
J. Bonner Baxter, President
Marie M. Savage


AMENDMENTS TO BY-LAWS:

ARTICLE II

Section 2. Annual Meeting.  An annual meeting of  shareholders  shall be held in
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 transactions of
such other business as may be properly before the meeting.

Duly amended March 3, 1993
E. Hite Miller, Sr., President
E. W. Wells, Senior Vice President/Secretary


ARTICLE III

Section 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.  At each
annual meeting the shareholders  shall,  within the limits herein set forth, fix
the number of directors  which will  constitute  the Board of Directors  for the
ensuing  year.  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,  but not
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
and quality. 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 of eligibility shall not apply to any person who was a director of the
corporation on January 1, 1993.

Duly Amended April 28, 1993
E. Hite Miller, Sr., President
E. W. Wells, Senior Vice President/Secretary


RESOLVED,  that  Section 6 of Article III of the By-laws of the  corporation  is
hereby deleted.

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RESOLVED, that Article V. of the By-laws of the corporation is hereby amended to
read as follows:

ARTICLE V - OFFICERS

1. Election and term.  The officers of the  corporation  shall be elected by the
Board of Directors at its annual meeting, and 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 of
Directors 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 of Directors
may be removed by the Board  whenever in its judgment the best  interests 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 or all
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 the Board,  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  Presidents,  one or more  Senior  Vice
Presidents,  one or more Vice Presidents,  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 by the  Board of  Directors  and  these
By-Laws. Any two or more offices 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 as follows:

(a)  Chairman  of the Board:  The  Chairman  of the Board  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 or documents. 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  perform  such 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 of Directors 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
of attorney,  contracts,  bonds, certificates of stock, and other obligations or
documents.

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(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 of  Directors,  Chairman of the
Board, Chief Executive Officer, or President may direct.

(f)  Executive  Vice  President(s),   Senior  Vice  Presidents  and  other  Vice
Presidents:  The duties of the  Executive  Vice  President(s),  the Senior  Vice
Presidents  and other Vice  Presidents  shall be to perform  such  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 record of the acts
and proceedings of all meetings of shareholders and directors.  He shall give or
cause to be given all notices required by the 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 corporate
seal 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 name and 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  Executive  Officer,  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 all funds 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 keep full 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 the  results  of its  operations  and of
changes 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.

Adopted  the 26th day of  January,  1994,  by the  directors  of First  Citizens
Bancorporation of South Carolina, Inc. at a regular meeting, of which notice was
properly given.

Duly amended January 26, 1994
E. Hite Miller, Sr., President
E. W. Wells, Senior Vice President/Corporate Secretary


The  following  is a true and  correct  copy of a change to the By-Laws of First
Citizens Bancorporation of South Carolina, Inc. which was duly authorized by the
directors at a directors  meeting held on January 22, 1987. The change  involved
Article III, Section 6, Chairman which now reads:

6.  Chairman.  There may be a Chairman of the Board of Directors  elected by the
directors  from among  their  number at any meeting of the Board.  The  Chairman
shall  preside at all meetings of the Board of Directors  and shall perform such
other duties as may be directed by the Board.

There may be a Vice Chairman of the Board of Directors  elected by the directors
from among their members at any meeting of the Board. The Vice Chairman,  in the
absence of the Chairman,  shall perform the duties of the Chairman,  and perform
such other duties as may be directed by the Board.

E. W. Wells, Secretary

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