Exhibit 3.2

BYLAWS

OF

BEACH FIRST NATIONAL
BANCSHARES, INC.

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BEACH FIRST NATIONAL BANCSHARES, INC.

TABLE OF CONTENTS

|              |  | 
|------------- |  | 
|ARTICLE 1     |  | 
|OFFICES       |  | 
|Section 1.1   |  | 
|Section 1.2   |  | 
|              |  | 
|ARTICLE 2     |  | 
|SHAREHOLDERS  |  | 
|Section 2.1   |  | 
|Section 2.2   |  | 
|Section 2.3   |  | 
|Section 2.4   |  | 
|Section 2.5   |  | 
|Section 2.6   |  | 
|Section 2.7   |  | 
|Section 2.8   |  | 
|Section 2.9   |  | 
|              |  | 
|ARTICLE 3     |  | 
|DIRECTORS     |  | 
|Section 3.1   |  | 
|Section 3.2   |  | 
|Section 3.3   |  | 
|Section 3.4   |  | 
|Section 3.5   |  | 
|Section 3.6   |  | 
|Section 3.7   |  | 
|Section 3.8   |  | 
|Section 3.9   |  | 
|Section 3.10. |  | 
|Section 3.11. |  | 
|Section 3.12. |  | 
|Section 3.13. |  | 
|Section 3.14. |  | 
|Section 3.15. |  | 
|Section 3.16. |  | 
|              |  | 
|ARTICLE 4     |  | 
|OFFICERS      |  | 
|Section 4.1.  |  | 
|Section 4.2.  |  | 
|Section 4.3.  |  | 

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|                |  | 
|--------------- |  | 
|Section 4.4     |  | 
|Section 4.5     |  | 
|Section 4.6     |  | 
|Section 4.7     |  | 
|Section 4.8     |  | 
|Section 4.9     |  | 
|Section 4.10.   |  | 
|Section 4.11.   |  | 
|Section 4.12.   |  | 
|                |  | 
|ARTICLE 5       |  | 
|INDEMNIFICATION |  | 
|Section 5.1     |  | 
|Section 5.2     |  | 
|Section 5.3     |  | 
|Section 5.4     |  | 
|Section 5.5     |  | 
|Section 5.6     |  | 
|Section 5.7     |  | 
|Section 5.8     |  | 
|Section 5.9     |  | 
|Section 5.10.   |  | 
|                |  | 
|ARTICLE 6       |  | 

|                              |  | 
|----------------------------- |  | 
|CERTIFICATES AND SHAREHOLDERS |  | 

|            |  | 
|----------- |  | 
|Section 6.1 |  | 
|Section 6.2 |  | 
|Section 6.3 |  | 
|Section 6.4 |  | 
|Section 6.5 |  | 
|Section 6.6 |  | 
|Section 6.7 |  | 
|Section 6.8 |  | 
|Section 6.9 |  | 
|            |  | 
|ARTICLE 7   |  | 

|                   |  | 
|------------------ |  | 
|GENERAL PROVISIONS |  | 

|            |  | 
|----------- |  | 
|Section 7.1 |  | 
|Section 7.2 |  | 
|Section 7.3 |  | 
|Section 7.4 |  | 
|Section 7.5 |  | 
|Section 7.6 |  | 
|Section 7.7 |  | 
|Section 7.8 |  | 

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|             |  | 
|------------ |  | 
|Section 7.9  |  | 
|Section 7.10 |  | 

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BYLAWS

OF

BEACH FIRST NATIONAL
BANCSHARES, INC.

References
in these Bylaws to Articles are to the Articles of Incorporation of Beach
First National Bancshares, Inc. a South Carolina corporation (the
Corporation), as amended and restated from time to time.

All
of these Bylaws are subject to contrary provisions, if any, of the Articles (including
provisions designating the preferences, limitations, and relative rights of any class or
series of shares), the South Carolina Business Corporation Act of 1988 (the
Act), and other applicable law, as in effect on and after the effective date
of these Bylaws. References in these Bylaws to Sections shall refer to
sections of the Bylaws, unless otherwise indicated.

# ARTICLE 1.   OFFICES

Section
1.1.   Registered Office and Agent. The Corporation shall maintain a registered
office in the State of South Carolina and shall have a registered agent whose business
address is the same as the registered office.

Section
1.2.   Other Offices. The Corporation may also have offices at such other places
within and without the State of South Carolina as the Board of Directors may from time to
time determine or the business of the Corporation may require.

# ARTICLE 2.   SHAREHOLDERS

Section
2.1.   Place of Meetings. Meetings of shareholders shall be held at the time and
place, within or without the State of South Carolina, stated in the notice of the meeting
or in a waiver of notice.

Section
2.2.   Annual Meetings. An annual meeting of the shareholders shall be held each year
on a date and at a time to be set by the Board of Directors in accordance with all
applicable notice requirements. At the meeting, the shareholders shall elect directors and
transact such other business as may properly be brought before the meeting. The annual
meeting may be combined with any other meeting of shareholders, whether annual or special.

Section
2.3.   Special  Meetings.  (a) Special  meetings of the  shareholders,  for any

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purpose or purposes, unless otherwise
required by the Act, the Articles, or these Bylaws, may be called by the chief executive
officer, the president, the chairman of the board or a majority of the Board of Directors.

(b)   
          In addition to a special meeting called in accordance with Section 2.3(a), the
          Corporation shall, if and to the extent that it is required by applicable law,
          hold a special meeting of shareholders if the holders of at least ten percent of
          all the votes entitled to be cast on any issue proposed to be considered at such
          special meeting sign, date and deliver to the secretary of the Corporation one
          or more written demands for the meeting. Such written demands shall be delivered
          to the secretary by certified mail, return receipt requested. Such written
          demands sent to the secretary of the Corporation shall set forth as to each
          matter the shareholder or shareholders propose to be presented at the special
          meeting (i) a description of the purpose or purposes for which the meeting is to
          be held (including the specific proposal(s) to be presented); (ii) the name and
          record address of the shareholder or shareholders proposing such business; (iii)
          the class and number of shares of the Corporation that are owned of record by
          the shareholder or shareholders as of a date within ten days of the delivery of
          the demand; (iv) the class and number of shares of the Corporation that are held
          beneficially, but not held of record, by the shareholder or shareholders as of a
          date within ten days of the delivery of the demand; and (v) any interest of the
          shareholder or shareholders in such business. Any such special
          shareholders meeting shall be held at a location designated by the Board
          of Directors. The Board of Directors may set such rules for any such meeting as
          it may deem appropriate, including when the meeting will be held (subject to any
          requirements of the Act), the agenda for the meeting (which may include any
          proposals made by the Board of Directors), who may attend the meeting in
          addition to shareholders of record and other such matters.

(c)   
          Business transacted at any special meeting shall be confined to the specific
          purpose or purposes stated in the notice of the meeting.

Section
2.4.   Notice. (a) Written or printed notice stating the place, day and hour of the
meeting and, in the case of a special meeting, the specific purpose or purposes for which
the meeting is called, shall be delivered by the Corporation not less than ten nor more
than sixty days before the date of the meeting, either personally or by mail, to each
shareholder of record entitled to vote at such meeting. If mailed, such notice shall be
deemed effective when deposited with postage prepaid in the United States mail, addressed
to the shareholder at the address appearing on the stock transfer books of the
Corporation. Except as may be expressly provided by law, no failure or irregularity of
notice of any regular meeting shall invalidate the same or any proceeding thereat.

(b)   
          The notice of each special shareholders meeting shall include a description of
          the specific purpose or purposes for which the meeting is called. Except as
          provided by law, the Articles or these Bylaws, the notice of an annual
          shareholders meeting need not include a description of the purpose or purposes
          for which the meeting is called.

(c)   
          A shareholder may waive any notice required by the Act, the Articles, or these
          Bylaws, before or after the date and time of the matter to which the notice
          relates, by delivering to the Corporation a written waiver of notice signed by
          the shareholder entitled to the

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notice and delivered to the
Corporation for inclusion in the minutes or filing with the corporate records. In
addition, a shareholders attendance at a meeting shall be (a) a waiver of
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 (b) a waiver of objection to consideration of a particular matter at the
meeting that is not within the purpose stated in the meeting notice, unless the
shareholder objects to considering the matter when it is presented. Except as otherwise
required by the Act, neither the purpose of nor the business transacted at the meeting
need be specified in any waiver.

Section
2.5.   Quorum. The holders of a majority of the shares issued and outstanding and
entitled to vote thereat, present in person or represented by proxy, shall be requisite
and shall constitute a quorum at meetings of the shareholders for the transaction of
business except as otherwise provided by statute, by the Articles or by these Bylaws. If a
quorum is not present or represented at a meeting of the shareholders, the shareholders
entitled to vote, present in person or represented by proxy, shall have the power to
adjourn the meeting from time to time, without notice other than announcement at the
meeting, until a quorum is present or represented. At an adjourned meeting at which a
quorum is present or represented, any business may be transacted which might have been
transacted at the meeting as originally notified. Once a share is represented for any
purpose at a meeting it is deemed present for quorum purposes.

Section
2.6.   Majority Vote; Withdrawal of Quorum. Except in regards to the election of
directors, when a quorum is present at a meeting, the vote of the holders of a majority of
the shares having voting power, present in person or represented by proxy, shall decide
any question brought before the meeting, unless the question is one on which, by express
provision of the statutes, the Articles or these Bylaws, a higher vote is required in
which case the express provision shall govern. Directors shall be elected by a plurality
vote of the shareholders. The shareholders present at a duly constituted meeting may
continue to transact business until adjournment, despite the withdrawal of enough
shareholders to leave less than a quorum.

Section
2.7.   Method of Voting. Each outstanding share of common stock shall be entitled to
one vote on each matter submitted to a vote at a meeting of shareholders. Each outstanding
share of other classes of stock, if any, shall have such voting rights as may be
prescribed by the Board of Directors. Proxies delivered by facsimile to the Corporation,
if otherwise in order, shall be valid. Votes shall be taken by voice, by hand or in
writing, as directed by the chairman of the meeting.

Section
2.8.   Record Date. For the purpose of determining shareholders entitled to notice of
or to vote at any meeting of shareholders, including any special meeting, or shareholders
entitled to receive payment of dividends, or in order to make a determination of
shareholders 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 date in any case to be
not less than ten nor more than seventy days prior to the date on which the particular
action, requiring such determination of shareholders, is to be taken. Except as otherwise
provided by law, 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 payment of dividends, the date on which

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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.

Section
2.9.   Shareholder Proposals. (a) To the extent required by applicable law, a
shareholder may bring a proposal before an annual meeting of shareholders as set forth in
this Section 2.9. To be properly brought before an annual meeting of shareholders,
business must be (i) specified in the notice of meeting (or any supplement thereto) given
by or at the direction of the Board of Directors; (ii) otherwise properly brought before
the meeting by or at the direction of the Board of Directors; or (iii) otherwise properly
brought before the meeting by a shareholder. In addition to any other applicable
requirements, for business to be properly brought before an annual meeting by a
shareholder, the shareholder must have given timely notice thereof in writing to the
secretary of the Corporation. To be timely, a shareholders notice must be given,
either by personal delivery or by United States mail, postage prepaid, return receipt
requested, to the secretary of the Corporation on or before the later to occur of (i) 60
days prior to the annual meeting or (ii) 10 days after notice of the annual meeting
provided to the shareholders pursuant to Section 2.4 hereof in advance of the annual
meeting. A shareholders notice to the secretary of the Corporation shall set forth
for each matter the shareholder proposes to bring before the annual meeting (i) a
description of the business desired to be brought before the annual meeting (including the
specific proposal(s) to be presented) and the reasons for conducting such business at the
annual meeting; (ii) the name and record address of the shareholder proposing such
business; (iii) the class and number of shares of the Corporation that are owned of
record, and the class and number of shares of the Corporation that are held beneficially,
but not held of record, by the shareholder as of the record date for the meeting, if such
date has been made publicly available, or as of a date within ten days of the effective
date of the notice by the shareholder if the record date has not been made publicly
available; and (iv) any interest of the shareholder in such business. In the event that a
shareholder attempts to bring business before an annual meeting without complying with the
provisions of this Section 2.9, the chairman of the meeting shall declare to the meeting
that the business was not properly brought before the meeting in accordance with the
foregoing procedures, and such business shall not be transacted. The chairman of any
annual meeting, for good cause shown and with proper regard for the orderly conduct of
business at the meeting, may waive in whole or in part the operation of this Section 2.9.

(b)   
          If any shareholder of the Corporation notifies the Corporation that such
          shareholder intends to present a proposal for action at a forthcoming meeting of
          the Corporations shareholders and requests that the Corporation include
          the proposal in its proxy statement and such shareholder complies with all the
          requirements of Rule 14a-8 promulgated under the Securities Exchange Act of
          1934, the Corporation shall consider inclusion of such proposal in the proxy
          statement unless it determines that the proposal is inappropriate for
          consideration by the shareholders at the meeting.

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# ARTICLE 3.   BOARD OF DIRECTORS

Section
3.1.   Management. The business and affairs of the Corporation shall be managed by
the Board of Directors who may exercise all such powers of the Corporation and do all such
lawful acts and things as are not by law, the Articles or these Bylaws directed or
required to be done or exercised by the shareholders.

Section
3.2.   Number, Classification and Terms of Office of Directors. Unless otherwise
provided in the Articles, the number of directors of the Corporation shall be that number
as may be fixed from time to time by resolution of the Board of Directors, but in no event
shall the number be less than nine or greater than twenty-five. The initial number of
directors shall be thirteen. The number of members of the Board of Directors can be
increased or decreased within the foregoing range at any time by the Board of Directors.
In addition, unless provided otherwise by resolution of the Board of Directors, if, in any
case after proxy materials for an annual meeting of shareholders have been mailed to
shareholders, any person named therein to be nominated at the direction of the Board of
Directors becomes unable or unwilling to serve, the number of authorized directors shall
be automatically reduced by a number equal to the number of such persons. The members of
the Board of Directors need not be shareholders nor need they be residents of any
particular state. Unless provided otherwise by the Articles, the terms of office of
directors will be staggered by dividing the total number of directors into three classes,
with each class accounting for one-third, as near as may be, of the total. The terms of
directors in the first class expire at the first annual shareholders meeting after
their election, the terms of the second class expire at the second annual
shareholders meeting after their election, and the terms of the third class expire
at the third annual shareholders meeting after their election. At each annual
shareholders meeting held thereafter, directors shall be chosen for a term of three
years to succeed those whose terms expire. If the number of directors is changed, any
increase or decrease shall be so apportioned among the classes as to make all classes as
nearly equal in number as possible, and when the number of directors is increased and any
newly created directorships are filled by the board, the terms of the additional directors
shall expire at the next election of directors by the shareholders. Each director, except
in the case of his earlier death, written resignation, retirement, disqualification or
removal, shall serve for the duration of his term, as staggered, and thereafter until his
successor shall have been elected and qualified.

Section
3.3.   Qualifications of Directors. No person elected to serve as director of the
Corporation shall assume office and begin serving unless and until duly qualified to
serve, as determined by reference to the Act, the Articles, and any further eligibility
requirements established in these Bylaws.

Section 3.4.   Election of Directors.  Directors shall be elected by a plurality vote.

Section
3.5.   Nomination of Directors. (a) Nomination of persons to serve as directors of
the Corporation, other than those made by or on behalf of the Board of Directors of the
Corporation, shall be made in writing and shall be delivered either by personal delivery
or by United States mail, postage prepaid, return receipt requested, to the secretary of
the Corporation no later than 60 days in advance of such annual or special meeting or 10
days after notice is given

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pursuant to Section 2.4, whichever is
later. Each notice shall set forth: (i) the name and address of the shareholder who
intends to make the nomination and of the person or persons to be nominated; (ii) a
representation that the shareholder is a holder of record of stock of the Corporation
entitled to vote at such meeting and intends to appear in person or by proxy at the
meeting to nominate the person or persons specified in the notice; (iii) a description of
all arrangements or understandings between the shareholder and each nominee and any other
person or persons (naming such person or persons) pursuant to which the nomination or
nominations are to be made by the shareholder; (iv) such other information regarding each
nominee proposed by such shareholder as would be required to be included in a proxy
statement filed pursuant to the proxy rules of the Securities and Exchange Commission, had
the nominee been nominated, or intended to be nominated, by the Board of Directors; and
(v) the consent of each nominee to serve as a director of the Corporation if so elected.
The chairman of the meeting may refuse to acknowledge the nomination of any person not
made in compliance with the foregoing procedure. The chairman of any such meeting, for
good cause shown and with proper regard for the orderly conduct of business at the
meeting, may waive in whole or in part the operation of this Section 3.5.

(b)   
          Notwithstanding Section 3.5(a), if the Corporation or any banking subsidiary of
          the Corporation is subject to the requirements of Section 914 of the Financial
          Institutions Reform, Recovery, and Enforcement Act of 1989, then no person may
          be nominated by a shareholder for election as a director at any meeting of
          shareholders unless the shareholder furnishes the written notice required by
          Section 3.5(a) to the secretary of the Corporation at least ninety days prior to
          the date of the meeting and the nominee has received regulatory approval to
          serve as a director prior to the date of the meeting.

Section
3.6.   Emeritus Directors. The Board of Directors may, from time to time, appoint
individuals (including individuals who have retired from the Board of Directors) to serve
as members of the Emeritus Board of Directors of the Corporation. Each member of the
Emeritus Board of Directors of the Corporation, except in the case of his earlier death,
resignation, retirement, disqualification or removal, shall serve until the next
succeeding annual meeting of the Board of Directors of the Corporation. Members of the
Emeritus Board of Directors may be removed without cause by a vote of the members of the
Board of Directors. Any individual appointed as a member of the Emeritus Board of
Directors of the Corporation may, but shall not be required to, attend meetings of the
Board of Directors of the Corporation and may participate in any discussions at such
meetings, but such individual may not vote or be counted in determining a quorum at any
meeting of the Board of Directors of the Corporation. It shall be the duty of the members
of the Emeritus Board of Directors of the Corporation to serve as goodwill ambassadors of
the Corporation, but such individuals shall not have any responsibility or be subject to
any liability imposed upon a member of the Board of Directors of the Corporation or in any
manner otherwise be deemed to be a member of the Board of Directors of the Corporation.
Each member of the Emeritus Board of Directors of the Corporation shall be paid such
compensation as may be set from time to time by the chairman of the board and shall remain
eligible to participate in any stock option plan in which directors are eligible to
participate which is maintained by, or participated in, from time to time by the
Corporation, according to the terms and conditions thereof.

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Section
3.7.   Vacancies. Except as otherwise provided by law, in the Articles, or in these
Bylaws (a) the office of a director shall become vacant if he dies, resigns, or is removed
from office, and (b) the Board of Directors may declare vacant the office of a director if
(i) he is interdicted or adjudicated an incompetent, (ii) an action is filed by or against
him, or any entity of which he is employed as his principal business activity, under the
bankruptcy laws of the United States, (iii) in the sole opinion of the Board of Directors
he becomes incapacitated by illness or other infirmity so that he is unable to perform his
duties for a period of six months or longer, or (iv) he ceases at any time to have the
qualifications required by law, the Articles or these Bylaws. The remaining directors may,
by a majority vote, fill any vacancy on the Board of Directors (including any vacancy
resulting from an increase in the authorized number of directors, or from the failure of
the shareholders to elect the full number of authorized directors) for an unexpired term;
provided that the shareholders shall have the right at any special meeting called for such
purpose prior to action by the Board of Directors to fill the vacancy.

Section
3.8.   Removal of Directors. Unless provided otherwise by the Articles, directors may
be removed for cause by the affirmative vote of the holders of a majority of the shares
entitled to vote at an election of directors, such vote being taken at a meeting of the
shareholders called for that purpose at which a quorum is present.

Section
3.9.   Place of Meetings. Meetings of the Board of Directors, regular or special, may
be held either within or without the State of South Carolina.

Section
3.10.  Regular Meetings. Regular meetings of the Board of Directors may be held
without notice at such time and place as shall from time to time be determined by the
Board of Directors.

Section
3.11.  Special Meetings. Special meetings of the Board of Directors may be called by
the chairman, the chief executive officer, or the president of the Corporation, on not
less than twenty-four hours notice. Notice of a special meeting may be given by
personal notice, telephone, facsimile, electronic communication, overnight courier or
United States mail to each director. Any such special meeting shall be held at such time
and place as shall be stated in the notice of the meeting. The notice need not describe
the purpose or purposes of the special meeting.

Section
3.12.  Telephone and Similar Meetings. Directors may participate in and hold a
meeting by means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other. Participation in such
a meeting shall constitute presence in person at the meeting, except where a person
participates in the meeting for the express purpose of objecting to the holding of the
meeting or the transacting of any business at the meeting on the ground that the meeting
is not lawfully called or convened, and does not thereafter vote for or assent to action
taken at the meeting.

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Section
3.13.  Quorum; Majority Vote. At meetings of the Board of Directors a majority of
the number of directors then in office shall constitute a quorum for the transaction of
business. 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, except as otherwise specifically
provided by law, the Articles or these Bylaws. If a quorum is not present at a meeting of
the Board of Directors, the directors present may adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum is present.

Section
3.14.  Compensation. Each director shall be entitled to receive such reasonable
compensation as may be determined by resolution of the Board of Directors. By resolution
of the Board of Directors, the directors may be paid their expenses, if any, of attendance
at each meeting of the Board of Directors and may be paid a fixed sum for attendance at
each meeting of the Board of Directors. No such payment shall preclude any director from
serving the Corporation in any other capacity and receiving compensation therefor. Members
of committees may, by resolution of the Board of Directors, be allowed compensation for
attending committee meetings.

Section
3.15  .Procedure. The Board of Directors shall keep regular minutes of its
proceedings. The minutes shall be placed in the minute book of the Corporation.

Section
3.16.  Action Without Meeting. Any action required or permitted to be taken at a
meeting of the Board of Directors may be taken without a meeting if the action is assented
to by all the members of the Board. Such consent shall have the same force and effect as a
meeting vote and may be described as such in any document.

Section
3.17.  Committees of the Board of Directors. The Board of Directors may designate
from among its members an executive committee or one or more other standing or ad hoc
committees, each consisting of one or more directors, who serve at the pleasure of the
Board of Directors. Subject to the limitations imposed by applicable State and Federal
laws, each committee shall have the authority set forth in the resolution establishing the
committee or in any other resolution of the Board of Directors specifying, enlarging, or
limiting the authority of the committee.

# ARTICLE 4.   OFFICERS

Section
4.1.   Offices. The officers of the Corporation shall consist of a president, a
secretary, and a treasurer, each of whom shall be elected by the Board of Directors. The
Board of Directors may also create and establish the duties of other offices as it deems
appropriate. Unless otherwise specified by resolution of the Board of Directors, the
president shall also serve as the chief executive officer of the Corporation. The Board of
Directors shall also elect a chairman of the board and may elect a vice chairman of the
board from among its members. The Board of Directors from time to time may appoint, or may
authorize the president to appoint or authorize specific officers to appoint, the persons
who shall hold such other offices as may be established by the Board of Directors,
including one or more vice presidents (including executive vice presidents, senior vice
presidents, assistant vice presidents and the like), one or more

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assistant secretaries, and one or
more assistant treasurers. Whether or not so provided by the Board of Directors, the
chairman of the board or the chief executive officer may appoint one or more assistant
secretaries, and one or more assistant treasurers. Any two or more offices may be held by
the same person.

Section
4.2.   Term. Each officer shall serve at the pleasure of the Board of Directors (or,
if appointed pursuant to this Article 4, at the pleasure of the Board of Directors, the
president, or the officer authorized to have appointed the officer) until his or her
death, resignation, or removal, or until his or her replacement is elected or appointed in
accordance with this Article 4.

Section
4.3.   Vacancies. Any vacancy occurring in any office of the Corporation may be
filled by the Board of Directors. Any vacancy in an office which was filled by the
president or another officer may also be filled by the president or by any officer
authorized to have filled the office vacant.

Section
4.4.   Compensation. The compensation of all officers of the Corporation shall be
fixed by the Board of Directors or by a committee or officer appointed by the Board of
Directors. Officers may serve without compensation.

Section
4.5.   Removal. All officers (regardless of how elected or appointed) may be removed,
with or without cause, by the Board of Directors. Any officer appointed by the president
or another officer may also be removed, with or without cause, by the president or by any
officer authorized to have appointed the officer to be removed. Removal will be without
prejudice to the contract rights, if any, of the person removed, but shall be effective
notwithstanding any damage claim that may result from infringement of such contract
rights.

Section
4.6.   Chairman of the Board. The office of the chairman of the board may be filled
by the Board at its pleasure by the election of one of its members to the office. The
chairman shall preside at all meetings of the Board and meetings of the shareholders and
shall perform such other duties as may be assigned to him by the Board of Directors, and
shall be subject to the limitations fixed from time to time by the Board of Directors.

Section
4.7.   Chief Executive Officer. Unless specified otherwise by the Board of Directors,
the president shall also serve as the chief executive officer of the Corporation. If the
Board chooses to have a chief executive officer other than the president, the position of
chief executive officer may be filled by the Board at its pleasure. The chief executive
officer shall be responsible for the general and active management of the business and
affairs of the Corporation, and shall see that all orders and resolutions of the Board are
carried into effect. He shall perform such other duties and have such other authority and
powers as the Board of Directors may from time to time prescribe, and shall be subject to
the limitations fixed from time to time by the Board of Directors.

Section
4.8.   President. The president shall be responsible for the general and active
management of the business and affairs of the Corporation, and shall see that all orders
and resolutions of the Board are carried into effect. He shall perform such other duties
and have such

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other authority and powers as the
Board of Directors may from time to time prescribe, and shall be subject to the
limitations fixed from time to time by the Board of Directors.

Section
4.9.   Vice Presidents. The vice presidents (executive, senior, or assistant), as
such offices are appointed by the Board of Directors, in the order of their seniority,
unless otherwise determined by the Board of Directors, shall, in the absence or disability
of the president, perform the duties and have the authority and exercise the powers of the
president. They shall perform such other duties and have such other authority and powers
as the Board of Directors may from time to time prescribe or as the president or chief
executive officer may from time to time delegate, and shall be subject to the limitations
fixed from time to time by the Board of Directors.

Section
4.10.  Secretary. (a) The secretary shall attend all meetings of the Board of
Directors and all meetings of the shareholders and record all votes, actions and the
minutes of all proceedings in a book to be kept for that purpose and shall perform like
duties for the executive and other committees when required.

(b)   
          The secretary shall give, or cause to be given, notice of all meetings of the
          shareholders and special meetings of the Board of Directors.

(c)   
          The secretary shall keep in safe custody the seal of the Corporation and, when
          authorized by the Board of Directors or the executive committee, affix it to any
          instrument requiring it. When so affixed, it shall be attested by the
          secretarys signature or by the signature of the treasurer or an assistant
          secretary.

(d)   
          The secretary shall be under the supervision of the president and shall perform
          such other duties and have such other authority and powers as the Board of
          Directors may from time to time prescribe or as the president or chief executive
          officer may from time to time delegate, and shall be subject to the limitations
          fixed from time to time by the Board of Directors.

Section
4.11.  Assistant Secretary. The assistant secretaries, as such offices are created
by the Board of Directors, in the order of their seniority, unless otherwise determined by
the Board of Directors, shall, in the absence or disability of the secretary, perform the
duties and have the authority and exercise the powers of the secretary. They shall perform
such other duties and have such other powers as the Board of Directors may from time to
time prescribe or as the president or chief executive officer may from time to time
delegate, and shall be subject to the limitations fixed from time to time by the Board of
Directors.

Section
4.12.  Treasurer. (a) The treasurer shall have the custody of the corporate funds
and securities and shall keep full and accurate accounts of receipts and disbursements of
the Corporation and shall deposit all moneys and other valuables in the name and to the
credit of the Corporation in appropriate depositories.

(b)   
          The treasurer shall disburse the funds of the Corporation ordered by the Board
          of Directors and prepare financial statements as they direct.

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(c)   
          The treasurer shall perform such other duties and have such other authority and
          powers as the Board of Directors may from time to time prescribe or as the
          president or chief executive officer may from time to time delegate, and shall
          be subject to the limitations fixed from time to time by the Board of Directors.

(d)   
          The treasurers books and accounts shall be opened at any time during
          business hours to the inspection of any directors of the Corporation.

# ARTICLE 5.   INDEMNIFICATION

Section
5.1.   Indemnification of Directors. (a) The Corporation shall indemnify and hold
harmless, to the fullest extent permitted by applicable law, any person (an
Indemnified Person) who was or is a party or is threatened to be made a party
to or is otherwise involved in any threatened, pending or completed action, suit or other
proceeding, whether civil, criminal, administrative or investigative and whether formal or
informal, by reason of the fact that he, or a person for whom he is a legal representative
(or other similar representative), is or was a director of the Corporation or is or was
serving at the Corporations request as a director, officer, partner, trustee,
employee or agent of another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise, against expenses (including attorneys fees),
judgments, fines, amounts paid in settlement or other similar costs actually and
reasonably incurred in connection with such action, suit or proceeding. For purposes of
this Article 5, all terms used herein that are defined in Section 33-8-500 of the Act or
any successor provision or provisions shall have the meanings so prescribed in such
Section.

(b)   
          Without limiting the provisions of Section 5.1(a), the Corporation shall
          indemnify a director who was wholly successful, on the merits or otherwise, in
          the defense of any proceeding to which he was a party because he is or was a
          director of the Corporation against reasonable expenses incurred by him in
          connection with the proceeding. In addition, the Corporation shall indemnify an
          individual made a party to a proceeding because he is or was a director against
          liability incurred in the proceeding if: (i) he conducted himself in good faith;
          (ii) he reasonably believed: (A) in the case of conduct in his official capacity
          with the Corporation, that his conduct was in its best interest; and (B) in all
          other cases, that his conduct was at least not opposed to its best interest; and
          (iii) in the case of any criminal proceeding, he had no reasonable cause to
          believe his conduct was unlawful. The termination of a proceeding by judgment,
          order, settlement, conviction, or upon a plea of nolo contendere or its
          equivalent is not, of itself, determinative that the director did not meet the
          standard of conduct described in this Section 5.2(b). The determination of
          whether the director met the standard of conduct described in this Section
          5.2(b) shall be made in accordance with Section 33-8-550 of the Act or any
          successor provision or provisions.

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Section
5.2.   Advancement of Expenses. (a) With respect to any proceeding to which an
Indemnified Person is a party because he is or was a director of the Corporation, the
Corporation shall, to the fullest extent permitted by applicable law, pay for or reimburse
the Indemnified Persons reasonable expenses (including, but not limited to,
attorneys fees and disbursements, court costs, and expert witness fees) incurred by
the Indemnified Person in advance of final disposition of the proceeding.

(b)   
          Without limiting the provisions of Section 5.2(a), the Corporation shall, to the
          fullest extent permitted by applicable law, pay for or reimburse the reasonable
          expenses (including, but not limited to, attorneys fees and disbursements,
          court costs and expert witness fees) incurred by a director who is a party to a
          proceeding in advance of final disposition of the proceeding if: (a) the
          director furnishes the Corporation a written affirmation of his good faith
          belief that he has met the standard of conduct described in Section 5.1(b); (b)
          the director furnishes the Corporation a written undertaking, executed
          personally or on his behalf, to repay the advance if it is ultimately determined
          that he did not meet such standard of conduct; and (c) a determination is made
          that the facts then known to those making the determination would not preclude
          indemnification under this Article 5. The Corporation shall expeditiously pay
          the amount of such expenses to the director following the directors
          delivery to the Corporation of a written request for an advance pursuant to this
          Section 5.2 together with a reasonable accounting of such expenses. The
          undertaking required by this Section 5.2 shall be an unlimited general
          obligation of the director but need not be secured and may be accepted without
          reference to financial ability to make repayment. Determinations and
          authorizations of payments under this Section 5.2 shall be made in the manner
          specified in Section 33-8-550 of the Act or any successor provision or
          provisions.

Section
5.3.   Indemnification of Officers, Employees and Agents. An officer of the
Corporation who is not a director is entitled to the same indemnification rights which are
provided to directors of the Corporation in Section 5.1 and the Corporation shall advance
expenses to officers of the Corporation who are not directors to the same extent and in
the same manner as to directors as provided in Section 5.2. In addition, the Board of
Directors shall have the power to cause the Corporation to indemnify, hold harmless and
advance expenses to any officer, employee or agent of the Corporation who is not a
director to the fullest extent permitted by public policy, by adopting a resolution to
that effect identifying such officers, employees or agents (by position and name) and
specifying the particular rights provided, which may be different for each of the persons
identified. Any officer entitled to indemnification pursuant to the first sentence of this
Section 5.3 and any officer, employee or agent granted indemnification by the Board of
Directors in accordance with the second sentence of this Section 5.3 shall, to the extent
specified herein or by the Board of Directors, be an Indemnified Party for the
purposes of the provisions of this Article 5.

Section
5.4.   Insurance. The Corporation may purchase and maintain insurance on behalf of an
individual who is or was a director, officer, employee or agent of the Corporation, or
who, while serving in such capacity, is or was serving at the request of the Corporation
as a director, officer, partner, trustee, employee or agent of another foreign or domestic
corporation, partnership, joint venture, trust, employee benefit plan or other enterprise,
against liability asserted against or incurred by him in that capacity or arising from his
status as a

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director, officer, employee or agent,
whether or not the Corporation would have the power to indemnify him against the same
liability under this Article 5.

Section
5.5. Nonexclusivity of Rights; Agreements. The rights conferred on any person by
this Article 5 shall neither limit nor be exclusive of any other rights which such person
may have or hereafter acquire under any statute, agreement, provision of the Articles,
these Bylaws, vote of shareholders or otherwise. The provisions of this Article 5 shall be
deemed to constitute an agreement between the Corporation and each person entitled to
indemnification hereunder. In addition to the rights provided in this Article 5, the
Corporation shall have the power, upon authorization by the Board of Directors, to enter
into an agreement or agreements providing to any person who is or was a director, officer,
employee or agent of the Corporation certain indemnification rights. Any such agreement
between the Corporation and any director, officer, employee or agent of the Corporation
concerning indemnification shall be given full force and effect, to the fullest extent
permitted by applicable law, even if it provides rights to such director, officer,
employee or agent more favorable than, or in addition to, those rights provided under this
Article 5.

Section
5.6.   Continuing Benefits; Successors. The indemnification and advancement of
expenses provided by or granted pursuant to this Article 5 shall, unless otherwise
provided when authorized or ratified, continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such person. For purposes of this Article 5, the term
Corporation shall include any corporation, joint venture, trust, partnership
or unincorporated business association that is the successor to all or substantially all
of the business or assets of this Corporation, as a result of merger, consolidation, sale,
liquidation or otherwise, and any such successor shall be liable to the persons
indemnified under this Article 5 on the same terms and conditions and to the same extent
as this Corporation.

Section
5.7.   Interpretation; Construction. This Article 5 is intended to provide
indemnification to the directors and permit indemnification to the officers of the
Corporation to the fullest extent permitted by applicable law as it may presently exist or
may hereafter be amended and shall be construed in order to accomplish this result. To the
extent that a provision herein prevents a director or officer from receiving
indemnification to the fullest extent intended, such provision shall be of no effect in
such situation. If at any time the Act is amended so as to permit broader indemnification
rights to the directors and officers of this Corporation, then these Bylaws shall be
deemed to automatically incorporate these broader provisions so that the directors and
officers of the Corporation shall continue to receive the intended indemnification to the
fullest extent permitted by applicable law.

Section
5.8.   Amendment. Any amendment to this Article 5 that limits or otherwise adversely
affects the right of indemnification, advancement of expenses or other rights of any
Indemnified Person hereunder shall, as to such Indemnified Person, apply only to claims,
actions, suits or proceedings based on actions, events or omissions (collectively,
Post Amendment Events) occurring after such amendment and after delivery of
notice of such amendment to the Indemnified Person so affected. Any Indemnified Person
shall, as to any claim, action, suit or proceeding based on actions, events or omissions
occurring prior to the date

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of receipt of such notice, be
entitled to the right of indemnification, advancement of expenses and other rights under
this Article 5 to the same extent as if such provisions had continued as part of the
Bylaws of the Corporation without such amendment. This Section 5.8 cannot be altered,
amended or repealed in a manner effective as to any Indemnified Person (except as to Post
Amendment Events) without the prior written consent of such Indemnified Person.

Section
5.9.   Severability. Each of the Sections of this Article 5, and each of the clauses
set forth herein, shall be deemed separate and independent, and should any part of any
such Section or clause be declared invalid or unenforceable by any court of competent
jurisdiction, such invalidity or unenforceability shall in no way render invalid or
unenforceable any other part thereof or any separate Section or clause of this Article 5
that is not declared invalid or unenforceable.

Section
5.10.  Agreements. The provisions of this Article 5 shall be deemed to constitute an
agreement between the Corporation and each Indemnified Person hereunder. In addition to
the rights provided in this Article 5, the Corporation shall have the power, upon
authorization by the Board of Directors, to enter into an agreement or agreements
providing to any Indemnified Person indemnification rights substantially similar to those
provided in this Article 5.

# ARTICLE 6.   CERTIFICATES AND SHAREHOLDERS

Section
6.1.   Certificates. Certificates in the form determined by the Board of Directors
shall be delivered representing all shares of which shareholders are entitled.
Certificates shall be consecutively numbered and shall be entered in the books of the
Corporation as they are issued. At a minimum, each share certificate must state on its
face: (a) the name of the Corporation and that it is organized under the laws of South
Carolina; (b) the name of the person to whom the certificate is issued; and (c) the number
and class of shares and the designation of the series, if any, the certificate represents.
Each share certificate (a) must be signed (either manually or in facsimile) by at least
two officers, including the president, the secretary, or such other officer or officers as
the Board of Directors shall designate; and (b) may bear the corporate seal or its
facsimile. If the person who signed (either manually or in facsimile) a share certificate
no longer holds office when the certificate is issued, the certificate is nevertheless
valid.

Section
6.2.   Issuance of Shares. The Board of Directors may authorize shares to be issued
for consideration consisting of any tangible or intangible property or benefit to the
Corporation, including cash, promissory notes, services performed, written contracts for
services to be performed or other securities of the Corporation. Before the Corporation
issues shares, the Board of Directors must determine that the consideration received or to
be received for shares to be issued is adequate. That determination by the Board of
Directors is conclusive insofar as the adequacy of consideration for the issuance of
shares relates to whether the shares are validly issued, fully paid and nonassessable.
When the Corporation receives the consideration for which the Board of Directors
authorized the issuance of shares, the shares issued therefor are fully paid and
nonassessable.

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Section
6.3.   Rights of Corporation with Respect to Registered Owners. Prior to due
presentation for transfer of registration of its shares, the Corporation may treat the
registered owner of the shares as the person exclusively entitled to vote the shares, to
receive any dividend or other distribution with respect to the shares, and for all other
purposes; and the Corporation shall not be bound to recognize any equitable or other claim
to or interest in the shares on the part of any other person, whether or not it has
express or other notice of such a claim or interest, except as otherwise provided by law.

Section
6.4.   Transfers of Shares. Transfers of shares shall be made upon the books of the
Corporation kept by the Corporation or by the transfer agent designated to transfer the
shares, only upon direction of the person named in the certificate or by an attorney
lawfully constituted in writing. Before a new certificate is issued, the old certificate
shall be surrendered for cancellation or, in the case of a certificate alleged to have
been lost, stolen or destroyed, the provisions of these Bylaws shall have been complied
with.

Section
6.5.   Registration of Transfer. The Corporation shall register the transfer of a
certificate for shares presented to it for transfer if: (a) the certificate is properly
endorsed by the registered owner or by his duly authorized attorney; (b) the signature of
such person has been guaranteed by a commercial bank or brokerage firm that is a member of
the National Association of Securities Dealers and reasonable assurance is given that such
endorsements are effective; (c) the Corporation has no notice of an adverse claim or has
discharged any duty to inquire into such a claim; (d) any applicable law relating to the
collection of taxes has been complied with; and (e) the transfer is in compliance with
applicable provisions of any transfer restrictions of which the Corporation shall have
notice.

Section
6.6.   Lost, Stolen or Destroyed Certificates. The Corporation shall issue a new
certificate in place of any certificate for shares previously issued if the registered
owner of the certificate: (a) makes proof in affidavit form that the certificate has been
lost, destroyed or wrongfully taken; (b) requests the issuance of a new certificate before
the Corporation has notice that the certificate has been acquired by a purchaser for value
in good faith and without notice of an adverse claim; (c) gives a bond in such form, and
with such surety or sureties, with fixed or open penalty, as the Corporation may direct,
to indemnify the Corporation (and its transfer agent and registrar, if any) against any
claim that may be made on account of the alleged loss, destruction or theft of the
certificate; and (d) satisfies any other reasonable requirements imposed by the
Corporation. When a certificate has been lost, apparently destroyed or wrongfully taken,
and the holder of record fails to notify the Corporation within a reasonable time after he
has notice of it, and the Corporation registers a transfer of the shares represented by
the certificate before receiving such notification, the holder of record is precluded from
making any claim against the Corporation for the transfer or for a new certificate.

Section
6.7.   Restrictions on Shares. The Board of Directors, on behalf of the Corporation,
or the shareholders may impose restrictions on the transfer of shares (including any
security convertible into, or carrying a right to subscribe for or acquire shares) to the
maximum extent permitted by law. A restriction does not affect shares issued before the
restriction was adopted unless the holders of the shares are parties to the restriction
agreement or voted in favor

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of the restriction. A restriction on
the transfer of shares is valid and enforceable against the holder or a transferee of the
holder if the restriction is authorized by this Section 6.7 and its existence is noted
conspicuously on the front or back of the certificate.

Section
6.8. Control Share Acquisitions Statute. The Corporation elects not to be subject
to or governed by the South Carolina Control Share Acquisitions Statute contained in
Sections 35-2-101 to 35-2-111 of the South Carolina Code, or any successor provision or
provisions.

Section
6.9. Voting of Stock Held. Unless otherwise provided by resolution of the Board of
Directors, the president or any executive vice president shall from time to time appoint
an attorney or attorneys or agent or agents of this Corporation, in the name and on behalf
of this Corporation, to cast the vote which this Corporation may be entitled to cast as a
shareholder or otherwise in any other corporation, any of whose stock or securities may be
held by this Corporation, at meetings of the holders of the stock or other securities of
such other corporation, or to consent in writing to any action by any of such other
corporation, and shall instruct the person or persons so appointed as to the manner of
casting such votes or giving such consent and may execute or cause to be executed on
behalf of this Corporation and under its corporate seal or otherwise, such written
proxies, consents, waivers or other instruments as may be necessary or proper; or, in lieu
of such appointment, the president or any executive vice president may attend in person
any meetings of the holders of stock or other securities of any such other corporation and
their vote or exercise any or all power of this Corporation as the holder of such stock or
other securities of such other corporation.

# ARTICLE 7.   GENERAL PROVISIONS

Section
7.1.   Distributions.  The Board of  Directors  may  authorize,  and the  Corporation  may
make,  distributions  (including  dividends  on its  outstanding  shares)  in the  manner  and upon the  terms  and
conditions provided by applicable law and the Articles.

Section
7.2.   Books and Records. The Corporation shall keep correct and complete books and
records of account and shall keep minutes of the proceedings of its shareholders and Board
of Directors.

Section
7.3.   Execution of Documents. The Board of Directors or these Bylaws shall designate
the officers, employees and agents of the Corporation who shall have the power to execute
and deliver deeds, contracts, mortgages, bonds, debentures, checks and other documents for
and in the name of the Corporation, and may authorize such officers, employees and agents
to delegate such power (including authority to redelegate) to other officers, employees or
agents of the Corporation. Unless so designated or expressly authorized by these Bylaws,
no officer, employee or agent shall have any power or authority to bind the Corporation by
any contract or engagement or to pledge its credit or to render it liable pecuniarily for
any purpose or any amount.

Section
7.4.   Fiscal  Year.  The  fiscal  year  of the  Corporation  shall  be the  same  as

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the calendar year.

Section
7.5.   Seal.  The  Corporation  may  provide  a  seal  which  contains  the  name  of the
Corporation  and the name of the state of  incorporation.  The seal may be used by impressing  it or  reproducing a
facsimile of it or otherwise.

Section
7.6.   Resignation. A director may resign by delivering written notice to the Board
of Directors, the chairman or the Corporation. Such resignation of a director is effective
when the notice is delivered unless the notice specifies a later effective date. An
officer may resign at any time by delivering notice to the Corporation. Such resignation
of an officer is effective when the notice is delivered unless the notice specifies a
later effective date. If a resignation of an officer is made effective at 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 of Directors provides that the
successor does not take office until the effective date.

Section
7.7.   Computation of Days. In computing any period of days prescribed hereunder the
day of the act after which the designated period of days begins to run is not to be
included. The last day of the period so computed is to be included.

Section
7.8.   Amendment of Bylaws. (a) Except to the extent required otherwise by law, these
Bylaws, or the Articles, these Bylaws may be altered, amended or repealed or new Bylaws
may be adopted at any meeting of the Board of Directors at which a quorum is present, by
the affirmative vote of a majority of the directors then in office, provided notice of the
proposed alteration, amendment or repeal is contained in the notice of the meeting.

(b)   
          Except to the extent required otherwise by law, these Bylaws, or the Articles,
          these Bylaws may also be altered, amended or repealed or new Bylaws may be
          adopted at any meeting of the shareholders at which a quorum is present or
          represented by proxy, by the affirmative vote of the holders of a majority of
          each class of shares entitled to vote thereon, provided notice of the proposed
          alteration, amendment or repeal is contained in the notice of the meeting.

(c)   
          Upon adoption of any new bylaw by the shareholders, the shareholders may provide
          expressly that the Board of Directors may not adopt, amend or repeal that bylaw
          or any bylaw on that subject.

Section
7.9.   Construction. If any portion of these Bylaws shall be invalid or inoperative,
then, so far as is reasonable and possible: (a) the remainder of these Bylaws shall be
considered valid and operative and (b) effect shall be given to the intent manifested by
the portion held invalid or inoperative.

Section
7.10.  Headings. The headings are for convenience of reference only and shall not
affect in any way the meaning or interpretation of these Bylaws.

Dated: July 28, 1995.

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