EXHIBIT 3.2

                              AMENDED AND RESTATED
                                     BYLAWS
                                       OF
                               CENTURA BANKS, INC.

                                    ARTICLE I

                                     OFFICES

         SECTION 1. PRINCIPAL OFFICE: The principal office of Centura Banks,
Inc. (the "CORPORATION") shall be located at 131 North Church Street, Rocky
Mount, Nash County, North Carolina 27802, or at such other place as may be
determined from time to time by the directors.

         SECTION 2. REGISTERED OFFICE: The registered office of the Corporation
shall be located at 131 North Church Street, Rocky Mount, Nash County, North
Carolina 27802.

         SECTION 3. OTHER OFFICES: The Corporation may have offices at such
other places, either within or without the State of North Carolina, as the board
of directors may from time to time determine, or as the affairs of the
Corporation may require.

                                   ARTICLE II

                            MEETINGS OF SHAREHOLDERS

         SECTION 1. PLACE OF MEETINGS: All meetings of shareholders shall be
held at the principal office of the Corporation, or at such other place, either
within or without the State of North Carolina, as shall be designated in the
notice of the meeting or as may be agreed upon by a majority of the shareholders
entitled to vote at the meeting.

         SECTION 2. ANNUAL MEETING: The annual meeting of shareholders for the
election of directors and the transaction of other business shall be held
annually at 10:00 a.m. on the third Wednesday in April, or at such other place,
time, and date as the board of directors may designate.

         SECTION 3. SUBSTITUTE ANNUAL MEETING: If the annual meeting shall not
be held on the day designated by these bylaws, a substitute annual meeting may
be called by the board of directors, the chairman of the board, or the
president. A meeting so called shall be designated and treated for all purposes
as the annual meeting.

         SECTION 4. SPECIAL MEETINGS: Special meetings of the shareholders may
be called at any time by the board of directors, the chairman of the board, the
chief executive officer, or the president. Only business within the purpose or
purposes described in the meeting notice specified in ARTICLE II, SECTION 5 may
be conducted at a special meeting of shareholders.


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         SECTION 5. NOTICE OF MEETINGS:

         (a) Written or printed notice stating the time and place of the meeting
         shall be delivered not less than ten (10) nor more than sixty (60) days
         before the date of any shareholders' meeting, either personally, by
         mail, by telegraph, by teletype, or by facsimile transmission, by or at
         the direction of the chairman of the board, the chief executive
         officer, the president, the secretary, or other person 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 the shareholders of the Corporation,
         with postage thereon prepaid.

         (b) In the case of a special meeting, the notice of meeting shall
         specifically state the purpose or purposes for which the meeting is
         called. In the case of an annual or substitute annual meeting, the
         notice of meeting need not specifically state the business to be
         transacted unless such a statement is required by the North Carolina
         Business Corporation Act as codified in Chapter 55 of the North
         Carolina General Statutes effective July 1, 1990, and as amended from
         time to time (the "ACT").

         (c) When an annual or special meeting is adjourned to a different date,
         time, and place, it is not necessary to give any notice of the
         adjourned meeting other than by announcement at the meeting at which
         the adjournment is taken; provided, however, that if a new record date
         for the adjourned meeting is or must be set, notice of the adjourned
         meeting must be given to persons who are shareholders as of the new
         record date.

         (d) The record date for determining the shareholders entitled to notice
         of and to vote at an annual or special meeting shall be fixed as
         provided in ARTICLE VII, SECTION 3.

         SECTION 6. WAIVER OF NOTICE: A shareholder may waive notice of any
meeting either before or after such meeting. Such waiver shall be in writing,
signed by the shareholder, and filed with the minutes or corporate records. A
shareholder's attendance at a meeting: (i) waives objection to lack of notice or
defective notice of the meeting, unless the shareholder at the beginning of the
meeting objects to holding the meeting or transacting business at the meeting;
and (ii) waives objection to consideration of a particular matter at the meeting
that is not within the purpose or purposes described in the meeting notice,
unless the shareholder objects to considering the matter before it is voted
upon.

         SECTION 7. SHAREHOLDER LIST: Commencing two (2) business days after
notice of a meeting of shareholders is given and continuing through such
meeting, the secretary of the Corporation shall maintain at the principal office
of the Corporation an alphabetical list of the shareholders entitled to vote at
such meeting, arranged by voting group (as defined herein), with the address of
and number of units into which the proprietary interests in the Corporation are
divided ("SHARES") held by each. This list shall be subject to inspection by any
shareholder or his agent or attorney at any time during usual business hours and
may be copied at the shareholder's expense. For purposes of these bylaws,
"VOTING GROUP" shall mean all shares of one or more classes or series that under
the articles of incorporation or the Act are entitled to vote and be

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counted together collectively on a matter at a meeting of shareholders. All
shares entitled by the articles of incorporation or the Act to vote generally on
a matter are for that purpose a single voting group.

         SECTION 8. QUORUM:

         (a) A majority of the votes entitled to be cast on a matter by any
         voting group, represented in person or by proxy, shall constitute a
         quorum of that voting group for action on that matter. The shareholders
         present at a duly organized meeting may continue to transact business
         until adjournment, notwithstanding the withdrawal of enough
         shareholders to leave less than a quorum.

         (b) 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
         majority of the votes 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: A shareholder may vote his shares in person or by
proxy. A shareholder may appoint one or more proxies to vote or otherwise act
for him by signing an appointing form, either personally or by his
attorney-in-fact. A photocopy, telegram, cablegram, facsimile transmission or
equivalent reproduction of a writing appointing one or more proxies, shall be
deemed a valid appointment form within the meaning of this section. In addition,
a shareholder may appoint one or more proxies (i) by an electronic mail message
or other form of electronic, wire, or wireless communication that provides a
written statement appearing to have been sent by the shareholder, or (ii) by any
kind of electronic or telephonic transmission, even if not accompanied by
written communication, under circumstances or together with information from
which the Corporation can reasonably assume that the appointment was made or
authorized by the shareholder. An appointment of a proxy is effective when
received by the secretary or other officer or agent authorized to tabulate
votes. An appointment is valid for eleven (11) months unless a different period
is expressly provided in the appointment form.

         SECTION 10. VOTING OF SHARES:

         (a) Subject to the provisions of the Corporation's articles of
         incorporation, including amended and restated articles of incorporation
         and articles of merger (the "ARTICLES OF INCORPORATION"), ARTICLE III,
         SECTION 4, and the Act, each outstanding share, regardless of class,
         shall be entitled to one vote on each matter submitted to a vote at a
         meeting of shareholders.

         (b) Except for the election of directors, which is governed by the
         provisions of ARTICLE III, SECTION 3, if a quorum is present, action on
         a matter by a voting group is approved if the votes cast within the
         voting group favoring the action exceed the votes cast against the
         action, unless the vote of a greater number is required by the Act, the
         articles of incorporation, or these bylaws.

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         (c) Shares of the Corporation are not entitled to vote if: (i) they are
         owned, directly or indirectly, by the Corporation, unless they are held
         by it in a fiduciary capacity; (ii) they are owned, directly or
         indirectly, by a second corporation in which the Corporation owns a
         majority of the shares entitled to vote for directors of the second
         corporation; or (iii) they are redeemable shares and (x) notice of
         redemption has been given and (y) a sum sufficient to redeem the shares
         has been deposited with a bank, trust company, or other financial
         institution under an irrevocable obligation to pay the holders the
         redemption price upon surrender of the shares.

         SECTION 11. INFORMAL ACTION BY SHAREHOLDERS: Any action which may be
taken at a meeting of the shareholders may be taken without a meeting if a
consent in writing, setting forth the action so taken, is signed by all of the
persons who would be entitled to vote upon such action at a meeting and is
delivered to the Corporation to be included in the minutes or to be kept as part
of the corporate records.

         SECTION 12. CORPORATION'S ACCEPTANCE OF VOTES:

         (a) If the name signed on a vote, consent, waiver, or proxy appointment
         corresponds to the name of a shareholder, the Corporation is entitled
         to accept the vote, consent, waiver, or proxy appointment and to give
         it effect as the act of the shareholder.

         (b) If the name signed on a vote, consent, waiver, or proxy appointment
         does not correspond to the name of its shareholder, the Corporation is
         nevertheless entitled to accept the vote, consent, waiver, or proxy
         appointment and to give it effect as the act of the shareholder if: (i)
         the shareholder is an entity and the name signed purports to be that of
         an officer or agent of the entity; (ii) the name signed purports to be
         that of an administrator, executor, guardian, or conservator
         representing the shareholder and, if the Corporation requests, evidence
         of fiduciary status acceptable to the Corporation has been presented
         with respect to the vote, consent, waiver, or proxy appointment; (iii)
         the name signed purports to be that of a receiver or trustee in
         bankruptcy of the shareholder and, if the Corporation requests,
         evidence of its status acceptable to the Corporation has been presented
         with respect to the vote, consent, waiver, or proxy appointment; (iv)
         the name signed purports to be that of a beneficial owner or
         attorney-in-fact of the shareholder and, if the Corporation requests,
         evidence acceptable to the Corporation of the signatory's authority to
         sign for the shareholder has been presented with respect to the vote,
         consent, waiver, or proxy appointment; or (v) two or more persons are
         the shareholder as co-tenants or fiduciaries and the name signed
         purports to be the name of at least one of the co-owners and the person
         signing appears to be acting on behalf of all the co-owners.

         (c) The Corporation is entitled to reject a vote, consent, waiver, or
         proxy appointment if the secretary or other officer or agent authorized
         to tabulate votes has a reasonable basis for doubt about the validity
         of the signature on it or about the signatory's authority to sign for
         the shareholder.


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         SECTION 13. NUMBER OF SHAREHOLDERS: The following persons or entities
identified as a shareholder in the Corporation's current record of shareholders
constitute one shareholder for purposes of these bylaws: (i) all co-owners of
the same shares; (ii) a corporation, partnership, trust, estate, or other
entity; (iii) the trustees, guardians, custodians, or other fiduciaries of a
single trust, estate, or account. Shareholdings registered in substantially
similar names constitute one shareholder if it is reasonable to believe that the
names represent the same person.

                                   ARTICLE III

                               BOARD OF DIRECTORS
                               ------------------

         SECTION 1. GENERAL POWERS: All corporate powers shall be exercised by
or under the authority of, and the business and affairs of the Corporation shall
be managed under the direction of, its board of directors.

         SECTION 2. NUMBER, TERM AND QUALIFICATIONS: The number constituting the
board of directors shall be thirty (30), divided into three (3) classes as
provided for in the articles of incorporation. The board of directors may by
resolution amend this bylaw to change the number of directors, so long as the
number is within the range specified in the articles of incorporation. Each
director shall hold office until his death, resignation, retirement, removal,
disqualification, or until his successor is elected and qualified. Directors
need not be residents of the State of North Carolina. No person shall be elected
as a director nor serve as a director who is not the holder of record of at
least two hundred (200) shares of the Corporation's capital stock that are
subject to no liens or encumbrances. No person shall be elected as a director
nor serve as a director after the end of the month in which that person reaches
the age of 65 years; provided, however, that a director who was born before
January 15, 1935, may serve as a director until such person reaches the age of
70 years.

         SECTION 3. NOMINATION AND ELECTION OF DIRECTORS:

         (a) Nominations to the board of directors may be made by the board of
         directors or by a committee of the board to which such duty is
         delegated. No nominations to the board of directors may be made from
         the floor at the annual shareholders meeting.

         (b) Except as provided in ARTICLE III, SECTION 5 and in the articles of
         incorporation, 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; PROVIDED, HOWEVER, that the
         number of persons deemed elected shall not exceed the number of
         positions on the board of directors for which votes are cast, and that
         no person shall gain election to the board of directors without
         obtaining at least a majority of the votes cast.

         SECTION 4. REMOVAL: Any director, or the entire board of directors, may
be removed from office at any time, with or without cause, but only by the
affirmative vote of the holders of at least sixty-six and two-thirds percent
(66-2/3%) of the voting power of all shares then entitled to vote generally in
the election of directors. If a director is elected by a voting group of

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shareholders, only members of that voting group may participate in the vote to
remove him. A director may not be removed by the shareholders at a meeting
unless the notice of the meeting specifies such removal as one of its purposes.
If any directors are removed, new directors may be elected at the same meeting.

         SECTION 5. VACANCIES: Any vacancy occurring in the board of directors,
including, without limitation, a vacancy resulting from an increase in the
number of directors or from the failure by the shareholders to elect the full
number of directors authorized by these bylaws, shall be filled only by the
board of directors or, if the directors remaining in office constitute fewer
than a quorum of the board, by the affirmative vote of a majority of the
remaining directors or by the sole remaining director. If the vacant office was
held by a director elected by a voting group of shareholders, only the remaining
director or directors elected by that voting group are entitled to fill the
vacancy. A director elected to fill a vacancy shall be elected for the unexpired
term of his predecessor in office.

         SECTION 6. 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.

         SECTION 7. COMMITTEES: The board of directors may create one or more
committees of the board, each of which shall have at least two (2) members, all
of whom shall be directors. The creation of a committee and the appointment of
members to it must be approved by a majority of all the directors in office when
the action is taken. Each committee may, as specified by the board of directors,
exercise some or all of the authority of the board except that a committee may
not: (i) authorize Distributions; (ii) approve or propose to shareholders action
that the Act requires be approved by shareholders; (iii) fill vacancies on the
board of directors or on any of its committees; (iv) amend the articles of
incorporation pursuant to N.C. Gen. Stat. Section 55-10-02 or its successor; (v)
adopt, amend, or repeal bylaws; (vi) approve a plan of merger not requiring
shareholder approval; (vii) authorize or approve a reacquisition of shares,
except according to a formula or method prescribed by the board of directors; or
(viii) authorize or approve the issuance or sale or contract for sale of shares,
or determine the designation and relative rights, preferences, and limitations
of a class or series of shares, except that the board of directors may authorize
a committee to do so within limits specifically prescribed by the board of
directors. The provisions of ARTICLE IV, which govern meetings of the board of
directors, shall likewise apply to meetings of any committee of the board. For
purposes of these bylaws, the term "DISTRIBUTION" shall mean any direct or
indirect transfer of money or other property (except the Corporation's own
shares) or incurrence of indebtedness by the Corporation to or for the benefit
of its shareholders in respect of any of its shares, which Distribution may be
in the form of a declaration or payment of a dividend, a purchase, redemption,
or other acquisition of shares, a distribution of indebtedness, or otherwise.

         SECTION 8. EXECUTIVE COMMITTEE:

         (a) In accordance with ARTICLE III, SECTION 7, the board of directors
         shall designate an executive committee. The chairman of the executive
         committee shall be appointed in

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         accordance with the provisions of ARTICLE IV, and he shall appoint a
         secretary of the committee, who need not be from among its own members.

         (b) Subject to the provisions of ARTICLE III, SECTION 7, the executive
         committee may exercise all of the power of the board of directors
         during intervals between meetings thereof, including but not limited to
         the power to authorize the execution of contracts, deeds, leases, and
         other agreements respecting real or personal property. Without limiting
         the generality of the foregoing, it may fill vacancies occurring in any
         offices between meetings of the board of directors and may create new
         offices and elect persons to fill such offices, provided that vacancies
         in the offices of chairman of the board, president, and senior
         executive vice president may be filled only by action of the board of
         directors. It shall consider and act upon any matters submitted to it
         by the board of directors and shall advise the board of directors in
         writing at the next regular meeting of the board in regard to its acts.

         (c) In the event of the death, prolonged absence, or the inability to
         act of the chairman of the executive committee, as determined by a
         majority of the remaining executive committee members, the executive
         committee shall appoint an acting chairman of the of the executive
         committee who shall assume the duties and have the powers of the
         chairman until the board of directors elects a new chairman of the
         executive committee. The executive committee shall meet upon the call
         of the chairman of the executive committee or any two (2) of its
         members. The person or persons calling the meeting shall cause
         reasonable notice to be given to all committee members.

         SECTION 9.         AUDIT COMMITTEE:

         (a) In accordance with ARTICLE III, SECTION 7, the board of directors
         shall designate an audit committee, which shall be composed of
         directors who are not active officers or employees of the corporation.
         A chairman of the committee shall be designated by the board of
         directors.

         (b) The audit committee shall assure that there exist viable auditing
         processes, both internal and independent, for the Corporation and its
         subsidiary or affiliated companies. The committee shall recommend to
         the board of directors the appointment of the independent auditors. The
         committee shall maintain open lines of communication with internal
         auditors, external auditors, and regulatory examiners, for the purposes
         of satisfying the committee that the audit scope and program are not
         restricted; that management takes appropriate and timely action on
         recommendations made by auditors or examiners; and that corporate
         personnel cooperate with auditors and examiners. The audit committee
         shall also be responsible for performing such other duties as are
         required by applicable law.

         (c) The audit committee shall meet on call of the chairman of the
         committee as the nature of business warrants and shall review and
         consider reports of examination of regulatory agencies, management
         letters or other comments of external auditors, reports of the general
         auditor, and any other audit related business it considers appropriate.
         The

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         chairman of the committee shall report to the board of directors on any
         recommendations made by the committee and on action taken by management
         on such recommendations.

         SECTION 10.        COMPENSATION AND BENEFITS COMMITTEE:

         (a) In accordance with ARTICLE III, SECTION 7, the board of directors
         shall designate a compensation and benefits committee. The chairman of
         the board and the chief executive officer of the Corporation shall be
         non-voting members of this committee; all other members shall be
         directors who are not also active officers or employees of the
         Corporation.

         (b) The compensation and benefits committee shall oversee the
         compensation and benefits of executive officers of the company and such
         other compensation and benefits matters as it deems appropriate. The
         committee may delegate the administration of compensation and benefits
         programs to such person or persons as it may deem appropriate.

                                   ARTICLE IV

                              MEETINGS OF DIRECTORS
                              ---------------------

         SECTION 1. REGULAR MEETINGS: A regular meeting of the board of
directors shall be held immediately after, and at the same place as, the annual
meeting of the shareholders. In addition, the board of directors may provide, by
resolution, the time and place, either within or without the State of North
Carolina, for the holding of additional regular meetings.

         SECTION 2. SPECIAL MEETINGS: Special meetings of the board of directors
may be called by or at the request of the chairman of the board, the chief
executive officer, the president, or any four (4) directors. Such meetings may
be held either within or without the State of North Carolina, as fixed by the
person or persons calling the meeting.

         SECTION 3. NOTICE OF MEETINGS Regular meetings of the board of
directors may be held without notice. The person or persons calling a special
meeting of the board of directors shall, at least one (1) day before the
meeting, give notice of the meeting by any usual means of communication,
including by telephone, telegraph, teletype, mail, private carrier, facsimile
transmission, or other form of wire or wireless communication, including,
without limitation, by electronic mail. Such notice may be oral and need not
specify the purpose for which the meeting is called.

         SECTION 4. WAIVER OF NOTICE: Any director may waive notice of any
meeting either before or after such meeting. Such waiver shall be in writing,
signed by the director, and filed with the minutes or corporate records;
PROVIDED, HOWEVER, that a director's attendance at or participation in a meeting
waives any required notice to him unless the director at the beginning of the
meeting (or promptly upon his arrival) objects to holding the meeting or
transacting business at the meeting and does not thereafter vote for or assent
to action taken at the meeting.

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         SECTION 5. QUORUM: A majority of the directors fixed by these bylaws
shall constitute a quorum for the transaction of business at any meeting of the
board of directors.

         SECTION 6. MANNER OF ACTING: The act of a majority of the directors
present at a meeting at which a quorum is present shall be the act of the board
of directors, unless a greater number is required by the articles of
incorporation or these bylaws.

         SECTION 7. PRESUMPTION OF ASSENT: A director of the Corporation who is
present at a meeting of the board of directors or a committee of the board of
directors when corporate action is taken is deemed to have assented to the
action taken unless: (i) he objects at the beginning of the meeting (or promptly
upon his arrival) to holding it or transacting business at the meeting; (ii) his
dissent or abstention from the action taken is entered in the minutes of the
meeting; or (iii) he files written notice of his dissent or abstention with the
presiding officer of the meeting before its adjournment or with the Corporation
immediately after adjournment of the meeting. This right of dissent or
abstention is not available to a director who votes in favor of the action
taken.

         SECTION 8. PARTICIPATION IN MEETINGS: Any or all of the directors may
participate in a regular or special meeting by, or conduct the meeting through
the use of, any means of communication by which all directors participating may
simultaneously hear each other during the meeting.

         SECTION 9. ACTION WITHOUT MEETING. Action which may be taken at a board
of directors meeting may be taken without a meeting if the action is taken by
all members of the board and is evidenced by one or more written consents signed
by each director before or after such action, which describes the action taken
and is included in the minutes or filed with the corporate records. Such action
is effective when the last director signs the consent, unless the consent
specifies a different effective date.


                                    ARTICLE V

                                    OFFICERS
                                    --------

         SECTION 1. OFFICERS OF THE CORPORATION: The officers of the Corporation
shall consist of a chairman of the board, one or more vice chairmen of the
board, a chairman of the executive committee, a president, one or more vice
presidents, a general auditor, a secretary, one or more assistant secretaries, a
treasurer, one or more assistant treasurers, and such other officers as the
board of directors may from time to time appoint. Any two or more offices may be
held by the same person, but no officer may act in more than one capacity where
action of two or more officers is required.

         SECTION 2. APPOINTMENT AND TERM: The officers of the corporation shall
be appointed by the board of directors. Each officer shall hold office until his
death, resignation, retirement, removal, disqualification or until his successor
is appointed and qualifies. The appointment of an officer does not itself create
contract rights for either the officer or the corporation.

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         SECTION 3. COMPENSATION OF OFFICERS: Except as otherwise provided in
these bylaws, the compensation of and other benefits provided to officers of the
Corporation shall be fixed by the compensation and benefits committee of the
board of directors or by such persons or persons to whom such duty has been
delegated by such committee; provided, however, that the compensation and
benefits of those officers who are members of the executive or compensation and
benefits committee of the board and of the general auditor shall be fixed by the
board of directors.

         SECTION 4. RESIGNATION AND REMOVAL: An officer may resign at any time
by communicating his resignation to the Corporation. A resignation is effective
when it is communicated unless it specifies in writing a later date. If a
resignation is made effective as of a later date and the Corporation accepts the
future effective date, the board of directors may fill the pending vacancy
before the effective date if the board provides that the successor does not take
office until the effective date. An officer's resignation does not affect the
Corporation's contract rights, if any, with the officer. Any officer or agent
appointed by the board of directors may be removed by the board at any time,
with or without cause, but such removal shall be without prejudice to the
contract rights, if any, of the person so 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 on 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.

         SECTION 6. CHIEF EXECUTIVE, CHIEF OPERATING. AND CHIEF FINANCIAL
OFFICERS:

         (a) The board of directors may designate a chief executive officer. The
         chief executive officer shall be responsible for carrying out the
         policies adopted by the board of directors. The chief executive officer
         shall have general authority and supervision over the management of the
         Corporation and shall perform such other duties as may be prescribed
         from time to time by the board of directors.

         (b) The board of directors may also designate a chief operating
         officer. The chief operating officer shall have general authority and
         supervision over the operations of the Corporation.

         (c) The board of directors shall designate a chief financial officer.
         The chief financial officer shall have general authority and
         supervision over financial and accounting matters.

         SECTION 7. CHAIRMAN OF THE BOARD: The chairman of the board shall be
elected by the board of directors. The chairman of the board shall preside at
all meetings of the board of directors and the shareholders and shall perform
such other duties as may be prescribed from time to time by the board of
directors. In the interim between meetings of the board of directors, he may
make appointments PRO TEM to offices below the level of president, either for
the purpose

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of filling a vacancy or increasing the number of offices, such appointees to
hold office until the next succeeding regular or special meeting of the
directors who may, at that time, confirm or revoke such appointments. The
chairman of the board shall have the power to execute on behalf of the
Corporation certificates for shares, as well as any deeds, mortgages, contracts,
or other instruments which the board of directors has authorized to be executed,
except in cases where the signing and execution of such documents or instruments
shall be expressly delegated by the board of directors or by these bylaws to
some other officer or agent of the Corporation or shall be required by the Act
to be otherwise signed or executed. The chairman of the board shall make a
report of the Corporation's condition to the shareholders at their annual
meeting and to the board of directors at their regular meetings. He shall be an
EX OFFICIO member of all committees of the board of directors except the audit
committee.

         SECTION 8. VICE CHAIRMEN OF THE BOARD: Vice chairmen of the board, if
such officers are appointed by the board of directors, shall have such authority
and shall perform such duties as may be prescribed from time to time by the
board of directors or the chairman of the board.

         SECTION 9. CHAIRMAN OF THE EXECUTIVE COMMITTEE: The chairman of the
executive committee shall preside at all meetings of the executive committee of
the board of directors and shall have such other powers and shall perform such
other duties as may be prescribed from time to time by the board of directors.
The chairman of the executive committee shall be such director as the board of
directors shall designate from time to time.

         SECTION 10. PRESIDENT: The president shall have general authority and
supervision over the officers and employees of the Corporation and shall perform
such other duties as may be prescribed from time to time by the board of
directors. He shall have the authority to sign certificates for shares, as well
as any deeds, mortgages, contracts, or other instruments which the board of
directors has authorized to be executed, except in cases where the signing and
execution of such contracts or instruments shall be expressly delegated by the
board of directors or by these bylaws to some other officer or agent of the
Corporation, or shall be required by the Act to be otherwise signed or executed.

         SECTION 11. GENERAL AUDITOR: The general auditor shall have access to
all books and records of the Corporation and shall be responsible for auditing
all financial records of the Corporation. He shall also perform such other
duties as may be prescribed from time to time by the chairman of the board, the
president, or the board of directors. With respect to the scope, manner, extent,
and result of the audit, the general auditor shall be responsible only to the
board of directors, but in all other respects he shall be under the general
supervision and direction of the chairman of the board or such other officer
designated by the chairman of the board.

         SECTION 12. VICE PRESIDENTS: Vice presidents shall be designated as
senior executive vice presidents, executive vice presidents, senior vice
presidents and assistant vice presidents. In the absence of the president, the
vice presidents in the order determined by the board of directors, or in the
absence thereof, in the order of seniority of senior executive vice presidents,
executive vice presidents, senior vice presidents and assistant vice presidents,
respectively, 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 that
office. Any vice president may sign certificates for shares, as well as

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<PAGE>
any deeds, mortgages, contracts, or other instruments which the board of
directors has authorized to be executed, except in cases where the signing and
execution of such documents or instruments shall be expressly delegated by the
board of directors or these bylaws to some other officer or agent of the
Corporation or shall be required by the Act to be otherwise signed or executed.
A vice president shall perform such other duties as from time to time may be
assigned to him by the chairman of the board, the president, or the board of
directors.

         SECTION 13. SECRETARY: The secretary shall: (i) keep the minutes of the
meetings of shareholders, of the board of directors, and of all committees of
the board in one or more books provided for that purpose; (ii) see that all
notices are duly given in accordance with the provisions of these bylaws or as
required by law; (iii) be custodian 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; (iv) keep a
register of the mailing address of each shareholder which shall be furnished to
the secretary by such shareholder; (v) sign, with the chairman of the board, the
president, or a vice president, certificates for shares, the issuance of which
shall have been authorized by resolution of the board of directors; (vi) have
general charge of the stock transfer books of the Corporation; (vii) keep or
cause to be kept in the State of North Carolina at the Corporation's principal
office 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,
and prepare or cause to be prepared a shareholder list prior to each meeting of
shareholders as required by the Act; (viii) maintain and authenticate the books
and records of the Corporation; (ix) with the assistance of the treasurer and
other officers, prepare and deliver to the Corporation's shareholders such
financial statements, notices, and reports as may be required by N.C. Gen. Stat.
Sections 55-16-20 and 55-16-21 (or their successors); (x) prepare and file with
the North Carolina Secretary of State the annual report required by N.C. Gen.
Stat. Section 55-16-22 (or its successor); and (xi) 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 chairman of the board, the president, or the
board of directors.

         SECTION 14. ASSISTANT SECRETARIES: In the absence of the secretary, any
assistant secretary may perform the duties of the secretary, and when so acting
shall have all the powers of and be subject to all the restrictions upon the
secretary. They shall perform such other duties as may be assigned to them by
the secretary, the chairman of the board, the president, or the board of
directors. Any assistant secretary may sign, with the chairman of the board, the
president, or a vice president, certificates for shares.

         SECTION 15. TREASURER: The treasurer shall: (i) have charge and custody
of and be responsible for all funds and securities of the corporation; (ii)
receive and give receipts for monies due and payable to the corporation from any
source whatsoever, and deposit all such monies in accordance with the provisions
of ARTICLE VI, SECTION 4; (iii) prepare, or cause to be prepared, an annual
financial statement in accordance with ARTICLE VIII, SECTION 3; and (iv) 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 chairman of the
board, the president, or the board of directors. The treasurer may sign, with
the chairman of the board, the president, or a vice president, certificates for
shares.

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<PAGE>
         SECTION 16. ASSISTANT TREASURER: In the absence of the treasurer, any
assistant treasurer may 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, the chairman of the board, the president, or the board of
directors. Any assistant treasurer may sign, with the chairman of the board, the
president, or a vice president, certificates for shares.

                                   ARTICLE VI

                      CONTRACTS, LOANS, CHECKS AND DEPOSITS
                      -------------------------------------

         SECTION 1. CONTRACTS: The board of directors may authorize any officer
or agent to enter into any contract or to execute and deliver any instrument on
behalf of the Corporation, and such authority may be general or confined to
specific instances.

         SECTION 2. LOANS: No loans shall be contracted on behalf of the
Corporation and no evidences of indebtedness shall be issued in its name unless
authorized by 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 orders for payment
of money issued in the name of the Corporation shall be signed by such officers
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 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.


                                   ARTICLE VII

                   CERTIFICATES FOR SHARES AND THEIR TRANSFERS
                   -------------------------------------------

         SECTION 1. CERTIFICATES FOR SHARES: Shares may, but need not, be
represented by certificates. If certificates are issued, they shall be in such
form as the board of directors shall determine; provided that, at a minimum,
each certificate shall state on its face: (i) the name of the Corporation and
that it is organized under the laws of North Carolina; (ii) the name of the
person to whom issued; and (iii) the number and class of shares and the
designation of the series, if any, the certificate represents. If the
corporation issues certificates for shares of preferred stock, the designations,
relative rights, preferences, and limitations applicable to that class, and the
variations in rights, preferences, and limitations for each series within that
class (and the authority of the board of directors to determine variations for
future series) must be summarized on the front or back of each certificate;
alternatively, each certificate may state conspicuously on its front or back
that the Corporation will furnish the shareholder this information in writing
and without charge. These certificates shall be signed, either manually or in
facsimile, by the chairman of the board, the president, or any vice president,
and the secretary, any assistant secretary, the treasurer or any assistant
treasurer. They shall be consecutively numbered or

                                       13
<PAGE>
otherwise identified and the name and address of the persons to whom they are
issued, with the number of shares and 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, by his legal representative (who shall furnish proper evidence of
authority to transfer) or by his attorney (whose authority shall be evidenced by
a power of attorney duly executed and filed with the secretary), and only upon
surrender for cancellation of the certificates for such shares.

         SECTION 3.  FIXING RECORD DATE:

         (a) For the purpose of determining shareholders entitled to receive
         notice of a shareholders meeting, to demand a special meeting, to vote,
         to take any other action, or to receive payment, or for any other
         purpose, the board of directors may fix in advance a date as the record
         date for any such determination of shareholders, such record date in
         any case to be not more than seventy (70) days, and, in case of a
         meeting of shareholders, not less than ten (10) days, before the date
         on which the particular action requiring such determination of
         shareholders is to be taken. If no record date is fixed for the
         determination of shareholders entitled to notice of or to vote at a
         meeting of shareholders, or of shareholders entitled to receive a
         distribution, the day before the first notice of the meeting is mailed
         or the day on which the board of directors authorize the distribution,
         as the case may be, shall be the record date for such determination of
         shareholders.

         (b) When a determination of shareholders entitled to notice of or to
         vote at any meeting of shareholders has been made as provided in this
         section, such determination shall apply to any adjournment of such
         meeting unless the board of directors fixes a new record date, which it
         must do if the meeting is adjourned to a date more than 120 days after
         the date fixed for the original meeting.

         SECTION 4. LOST CERTIFICATES: The board of directors may authorize the
issuance of a new share certificate in place of a certificate claimed to have
been lost or destroyed, upon receipt of an affidavit of such fact from the
person claiming the loss or destruction. When authorizing the issuance of a new
certificate, the board may require the claimant to give the Corporation a bond
in such sum as it may direct to indemnify the Corporation against loss from any
claim with respect to the certificate claimed to have been lost or destroyed; or
the board may, by resolution reciting that the circumstances justify such
action, authorize the issuance of the new certificate without requiring such a
bond.

         SECTION 5. REACQUIRED SHARES: A corporation may acquire its own shares
and shares so acquired constitute authorized but unissued shares.

                                       14
<PAGE>
                                  ARTICLE VIII

                               GENERAL PROVISIONS
                               ------------------

         SECTION 1. DISTRIBUTIONS: The board of directors may from time to time
declare, and the Corporation may make, distributions on its outstanding shares
in the manner and subject to the terms and conditions provided by the Act and by
the articles of incorporation.

         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 "CORPORATE SEAL" or "SEAL," and which shall have
such other characteristics as the board of directors may determine.

         SECTION 3.  RECORDS AND REPORTS:

         (a) All of the Corporation's records shall be maintained in written
         form or in another form capable of conversion into written form within
         a reasonable time.

         (b) The corporation shall keep as permanent records minutes of all
         meetings of its incorporators, shareholders, and board of directors, a
         record of all actions taken by the shareholders or board of directors
         without a meeting, and a record of all actions taken by a committee of
         the board of directors in place of the board of directors.

         (c) The Corporation shall keep a copy of the following records at its
         principal office: (i) the articles of incorporation and all amendments
         to them currently in effect; (ii) these bylaws and all amendments to
         them currently in effect; (iii) resolutions adopted by the board of
         directors of the corporation creating one or more classes or series of
         shares and fixing their relative rights, preferences, and limitations
         (if shares issued pursuant to those resolutions are outstanding); (iv)
         the minutes of all shareholders meetings and records of all actions
         taken by shareholders without a meeting during the past three years;
         (v) all written communications to shareholders generally within the
         past three years; (vi) the annual financial statements described below,
         prepared during the past three years; (vii) a list of the names and
         business addresses of its current directors and officers; and (viii)
         its most recent annual report delivered to the North Carolina Secretary
         of State.

         (d) The Corporation shall prepare and make available to its
         shareholders annual financial statements for the Corporation and its
         subsidiaries that: (i) include a balance sheet as of the end of the
         fiscal year, an income statement for that year, and a statement of cash
         flows for the year; and (ii) are accompanied by either (x) a report of
         a public accountant on the annual financial statements, or (y) a
         statement by the chief financial officer or treasurer stating his
         reasonable belief whether the annual financial statements were prepared
         on the basis of generally accepted accounting principles (and, if not,
         describing the basis of preparation) and describing any respects in
         which the statements were not prepared on a basis of accounting
         consistent with the statements prepared for the preceding year. These
         annual financial statements, or a written notice of their availability,

                                       15
<PAGE>
         shall be mailed to each shareholder within 120 days after the close of
         each fiscal year of the Corporation. On written request from a
         shareholder who was not mailed the annual financial statements, the
         Corporation shall mail to him the latest such statements.

         (e) The Corporation shall also prepare and file with the North Carolina
         Secretary of State an annual report in such form as required by N.C.
         Gen. Stat.ss.55-16-22, or its successor.

         SECTION 4.  INDEMNIFICATION:

         (a) Any person who at any time serves or has served as a director or
         officer of the Corporation, or at the request of the Corporation is or
         was serving as an officer, director, agent, partner, trustee,
         administrator, member, manager or employee for any other foreign or
         domestic corporation, partnership, joint venture, trust, employee
         benefit plan, limited liability company or other enterprise, shall be
         indemnified by the Corporation to the fullest extent from time to time
         permitted by law in the event he is made, or is threatened to be made,
         a party to any threatened, pending or completed civil, criminal,
         administrative, investigative or arbitrative action, suit or proceeding
         and any appeal therein (and any inquiry or investigation that could
         lead to such action, suit or proceeding), 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. In addition, the
         board may provide such indemnification for the employees and agents of
         the Corporation as it deems appropriate.

         (b) The rights of those receiving indemnification hereunder shall, to
         the fullest extent from time to time permitted by law, cover (i)
         reasonable expenses, including without limitation all attorney's fees
         actually and necessarily incurred by him in connection with any such
         action, suit or proceeding; (ii) all reasonable payments made by him in
         satisfaction of any judgment, money decree, fine (including an excise
         tax assessed with respect to an employee benefit plan), penalty, or
         settlement for which he may have become liable in such action, suit or
         proceeding; and (iii) all reasonable expenses incurred in enforcing the
         indemnification rights provided herein.

         (c) Expenses incurred by anyone entitled to receive indemnification
         under this section in defending a proceeding may be paid by the
         Corporation in advance of the final disposition of such proceeding as
         authorized by the board of directors in the specific case or as
         authorized or required under any provisions in the bylaws or by any
         applicable resolution or contract upon receipt of an undertaking by or
         on behalf of the director to repay such amount unless it shall
         ultimately be determined that he is entitled to be indemnified by the
         corporation against such expenses.

         (d) 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 bylaw, 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 reasonable
         amount of indemnity due him.

                                       16
<PAGE>
         (e) Any person who at any time 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. Any
         repeal or modification of these indemnification provisions shall not
         affect any rights or obligations existing at the time of such repeal or
         modification. The rights provided for herein 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 provisions of this bylaw.

         (f) The rights granted herein shall not be limited by any provisions
         contained in the Act, unless such limitations are required by law.

         SECTION 5. FISCAL YEAR: The fiscal year of the Corporation shall be
fixed by the board of directors.

         SECTION 6. AMENDMENTS:

         (a) The board of directors may amend or repeal these bylaws, except to
         the extent otherwise provided in the Act.

         (b) The corporation's shareholders may amend or repeal these bylaws;
         provided that, in addition to any requirements of the Act (and
         notwithstanding the fact that a lesser percentage may be specified in
         the Act), the affirmative vote of the holders of at least sixty-six and
         two-thirds percent (66-2/3%) of the voting power of all shares then
         entitled to vote generally in the election of directors, voting
         together as a single class, shall be required for the shareholders to
         amend or repeal any of these bylaws.

         (c) A bylaw that fixes a greater quorum or voting requirement for the
         board of directors may be amended or repealed: (i) if originally
         adopted by the shareholders, only by the shareholders, unless the bylaw
         permits amendment or repeal by the board of directors; or (ii) if
         originally adopted by the board of directors, either by the
         shareholders or by the board of directors.

         (d) A bylaw referred to in ARTICLE VIII, SECTION 6(C): (i) may not be
         adopted by the board of directors by a vote of less than a majority of
         the directors then in office; and (ii) may not itself be amended by a
         quorum or vote of the directors less than the quorum or vote therein
         prescribed or prescribed by a bylaw adopted or amended by the
         shareholders.

         SECTION 7. EMERGENCIES:

         (a) In anticipation of or during a catastrophic event which prevents a
         quorum of the board of directors from being readily assembled (an
         "EMERGENCY"), the board of directors may: (i) modify lines of
         succession to accommodate the incapacity of any director, officer,
         employee, or agent; and. (ii) relocate the principal office or
         designate alternative principal or regional offices, or authorize the
         officers to do so.

                                       17
<PAGE>

         (b) During an emergency: (i) notice of a meeting of the board of
         directors need be given only to those directors whom it is practicable
         to reach and may be given in any practicable manner, including by
         publication and radio; and (ii) one or more officers present at a
         meeting of the board of directors may be deemed to be directors for the
         meeting, in order of rank and within the same rank in order of
         seniority, as necessary to achieve a quorum.

         SECTION 8. SEVERABILITY. Should any provision of these bylaws become
ineffective or be declared to be invalid for any reason, such provision shall be
severable from the remainder of these bylaws and all other provisions of these
bylaws shall continue to be in full force and effect.


ATTESTED:

/s/ Joseph A. Smith, Jr.                                 February 16, 2000
______________________                          Date:  ________________________
Secretary


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