Ex-3(ii)
                              AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                             PIEDMONT BANCORP, INC.



                                    ARTICLE I

                                     OFFICES
                                     -------

         Section 1. Principal  Office.  The principal  office of the corporation
shall be located at such  place as the Board of  Directors  may fix from time to
time.

         Section 2. Registered  Office. The registered office of the corporation
required by law to be maintained in the State of North Carolina may be, but need
not be, identical with the principal office.

         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 designate or as the affairs of the corporation may require from
time to time.

                                   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 in each case be (i)
fixed by the Chief Executive Officer, the President,  the Chairman of the Board,
or the Board of Directors  and  designated  in the notice of the meeting or (ii)
agreed upon by a majority of the shareholders entitled to vote at the meeting.

         Section 2. Annual Meetings. The annual meeting of shareholders shall be
held  during  the  first  five  (5)  calendar  months  following  the end of the
corporation's  fiscal  year,  on any day (except  Saturday,  Sunday,  or a legal
holiday)  during that period as shall be  determined  by the Board of Directors,
for the purpose of electing directors of the corporation and for the transaction
of such other business as may be properly brought before the meeting.

         Section 3. Substitute  Annual Meeting.  If the annual meeting shall not
be held within the time designated by these Bylaws, a substitute  annual meeting
may be called in accordance with the provisions of Section 4 of this Article II.
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  Chief  Executive  Officer,  the  President,  the
Chairman of the Board of Directors or the Board of Directors.
<PAGE>
         Section 5. Notice of Meetings.  Written notice stating the date,  time,
and  place of the  meeting  shall be given  not less than ten (10) nor more than
sixty (60) days before the date of any shareholders' meeting, either by personal
delivery,  or by mail by or at the direction of the Chief Executive Officer, the
President,  the Chairman of the Board of Directors or the Board of Directors, to
each  shareholder  entitled to vote at such  meeting,  provided that such notice
must be given to all shareholders  with respect to any meeting at which a merger
or share exchange is to be considered and in such other instances as required by
law. If mailed,  such notice shall be deemed to be effective  when  deposited in
the  United  States  mail,   correctly  addressed  to  the  shareholder  at  the
shareholder's address as it appears on the current record of shareholders of the
corporation, with postage thereon prepaid.

         In the case of a special meeting, the notice of meeting shall include a
description of the purpose or purposes for which the meeting is called;  but, in
the case of an annual or substitute  annual meeting,  the notice of meeting need
not include a  description  of the purpose or purposes  for which the meeting is
called unless such a description  is required by the provisions of Chapter 55 of
the North Carolina General Statutes.

         When a meeting is adjourned to a different date, time or place,  notice
need not be given of the new date,  time or place if the new date, time or place
is announced at the meeting before  adjournment  and if a new record date is not
fixed for the adjourned meeting. If a new record date is fixed for the adjourned
meeting (which must be done if the new date is more than 120 days after the date
of the  original  meeting),  notice of the  adjourned  meeting  must be given as
provided in this Section 5 to persons who are  shareholders as of the new record
date.

         Section 6. Waiver of Notice.  Any  shareholder  may waive notice of any
meeting  before or after the meeting.  The waiver must be in writing,  signed by
the  shareholder,  and delivered to the corporation for inclusion in the minutes
or filing with the corporate records. A shareholder's  attendance,  in person or
by proxy,  at a meeting  (i)  waives  objection  to lack of notice or  defective
notice of the meeting,  unless the  shareholder or his proxy 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 or his proxy objects to considering  the matter
before it is voted upon.

         Section 7. Shareholders' List. Before each meeting of shareholders, the
Secretary  of  the  corporation  shall  prepare  an  alphabetical  list  of  the
shareholders  entitled to notice of such meeting.  The list shall be arranged by
voting  group (and within  each  voting  group by class or series of shares) and
show the  address of and  number of shares  held by each  shareholder.  The list
shall be kept on file at the principal office of the corporation,  or at a place
identified in the meeting notice in the city where the meeting will be held, for
the period  beginning two (2) business days after notice of the meeting is given
and continuing through the meeting, and shall be available for inspection by any
shareholder,  his agent or attorney,  at any time during regular business hours.
The list  shall  also be  available  at the  meeting  and  shall be  subject  to
inspection  by any  shareholder,  his agent or attorney,  at any time during the
meeting or any adjournment thereof.


                                       2
<PAGE>
         Section 8. Fixing  Record Date.  The Board of Directors  may fix a date
selected by them as the record  date for one (1) or more voting  groups in order
to determine the shareholders entitled to notice of a shareholders'  meeting, to
vote, or to take any other action. Such record date may not be more than seventy
(70)  days  before  the  meeting  or  action   requiring  a   determination   of
shareholders.  A determination of shareholders  entitled to notice of or to vote
at a  shareholders'  meeting is  effective  for any  adjournment  of the meeting
unless the Board of Directors fixes a new record date for the adjourned meeting,
which it must do if the meeting is  adjourned to a date more than 120 days after
the date fixed for the original meeting.

         If no  record  date  is  fixed  by  the  Board  of  Directors  for  the
determination  of shareholders  entitled to notice of or to vote at a meeting of
shareholders,  the close of business  on the day before the first  notice of the
meeting  is  delivered  to  shareholders  shall  be the  record  date  for  such
determination of shareholders.

         Section 9.  Voting  Groups.  All  shares of one (1) or more  classes or
series that, under the Articles of Incorporation or the North Carolina  Business
Corporation Act, are entitled to vote and be counted together  collectively on a
matter at a meeting  of  shareholders  constitute  a voting  group.  All  shares
entitled  by the  Articles  of  Incorporation  or the  North  Carolina  Business
Corporation  Act to vote  generally  on a matter  are for that  purpose a single
voting  group.  Classes  or  series  of shares  shall  not be  entitled  to vote
separately  by voting  group  unless  expressly  authorized  by the  Articles of
Incorporation or specifically required by law.

         Section 10. Quorum.  Shares entitled to vote as a separate voting group
may take  action on a matter  at the  meeting  only if a quorum of those  shares
exists.  A majority of the votes entitled to be cast on the matter by the voting
group constitutes a quorum of that voting group for action on that matter.

         Once a share is represented for any purpose at a meeting,  it is deemed
present  for  quorum  purposes  for the  remainder  of the  meeting  and for any
adjournment  of that meeting unless a new record date is or must be set for that
adjourned meeting.

         In  the  absence  of  a  quorum  at  the  opening  of  any  meeting  of
shareholders,  such meeting may be adjourned  from time to time by the vote of a
majority  of the  votes  cast on the  motion to  adjourn;  and,  subject  to the
provisions  of  Section 5 of this  Article  II,  at any  adjourned  meeting  any
business  may be  transacted  that might have been  transacted  at the  original
meeting if a quorum exists with respect to the matter proposed.

         Section 11. Proxies. Shares may be voted either in person or by one (1)
or more  proxies  authorized  by a written  appointment  of proxy  signed by the
shareholder or by his duly authorized  attorney in fact. An appointment of proxy
is valid for eleven  months from the date of its  execution,  unless a different
period is expressly provided in the appointment form.

         Section 12. Voting of Shares. Subject to the provisions of the Articles
of  Incorporation,  each outstanding  share shall be entitled to one (1) vote on
each matter voted on at a meeting of shareholders.

         Except in the election of directors  as governed by the  provisions  of
Section 4 of Article  III,  if a quorum  exists,  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 opposing the action,  unless a greater vote is required by
law or the Articles of Incorporation or these Bylaws.
<PAGE>


         Absent  special  circumstances,  shares  of  the  corporation  are  not
entitled  to vote  if they  are  owned,  directly  or  indirectly,  by a  second
corporation in which the corporation owns, directly or indirectly, a majority of
the shares  entitled to vote for directors of the second  corporation;  provided
that this provision  does not limit the power of the  corporation or such second
corporation to vote shares held by it in a fiduciary capacity.


                                       3
<PAGE>
                                   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, the Board of Directors.

         Section 2. Number and  Qualification.  The number of  directors  of the
Corporation shall not be less than five (5) nor more than fifteen (15), with the
exact number to be fixed from time to time by the Board of Directors.

         Section  3.  Nominations.  At any  meeting  of  shareholders  at  which
directors are to be elected,  nominations for election to the Board of Directors
may be made by the Board of Directors or,  subject to the  conditions  described
below,  by any  holder of shares  entitled  to be voted at that  meeting  in the
election  of  directors.  To be  eligible  for  consideration  at the meeting of
shareholders,  all nominations, other than those made by the Board of Directors,
shall be in writing and must be delivered to  Secretary of the  corporation  not
less than fifty (50) days nor more than ninety (90) days prior to the meeting at
which such nominations will be made; provided,  however, that if less than sixty
(60) days' notice of the meeting is given to shareholders, such nominations must
be delivered to the  Secretary  of the  corporation  not later than the close of
business  on the tenth  (10th)  day  following  the day on which  the  notice of
meeting was mailed.

         Section 4.  Election.  Except as provided in Section 7 of this  Article
III, the directors shall be elected at the annual meeting of shareholders. Those
persons who  receive the highest  number of votes at a meeting at which a quorum
is present shall be deemed to have been elected.

         Section 5. Terms of Directors.  Each initial director shall hold office
until the earliest of the first  shareholders'  meeting at which  directors  are
elected, or until such director's death, resignation, or removal.

         At all times that the number of directors  is less than nine (9),  each
director  shall be elected  to a term  ending as of the next  succeeding  annual
meeting  of  shareholders  or  until  his or  her  earlier  death,  resignation,
retirement,  removal or  disqualification or until his or her successor shall be
elected and shall qualify.

         In the first  election of directors  that the total number of directors
is nine (9) or more, the directors  shall be divided into three (3) classes,  as
nearly equal as possible in number as may be, to serve in the first instance for
terms of one (1), two (2) and three (3) years, respectively,  from the date such
class of  directors  takes  office or until their  earlier  death,  resignation,
retirement,  removal or  disqualification  or until  their  successors  shall be
elected  and shall  qualify,  and  thereafter  the  successors  in each class of
directors  shall be elected for terms of three (3) years or until their  earlier
death,  resignation,  retirement,  removal,  or  disqualification or until their
successors  shall be elected and shall qualify.  In the event of any increase or
decrease  in the  number  of  directors  at a time  that  the  directors  are so
classified,  the additional or eliminated  directorships  shall be classified or
chosen so that all classes of  directors  shall remain or become as nearly equal
as possible in number.
<PAGE>
         Notwithstanding  the  provisions  of this  Section 5, a decrease in the
number of directors does not shorten an incumbent  director's term.  Despite the
expiration of a director's  term,  such director shall continue to serve until a
successor  shall be elected  and  qualified  or until there is a decrease in the
number of directors.

                                       4
<PAGE>
         Section 6.  Removal.  Any  director  may be removed  from office at any
time,  with or without  cause,  by a vote of the  shareholders  if the number of
votes  cast to remove  such  director  exceeds  the  number of votes cast not to
remove him. If a director is elected by a voting group of shareholders, only the
shareholders  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 that meeting  states that the  purpose,  or one (1) of the  purposes,  of the
meeting  is  removal of the  director.  If any  directors  are so  removed,  new
directors may be elected at the same meeting.

         Section 7. 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
authorized number of directors,  may be filled by the Board of Directors. If the
directors remaining in office do not constitute a quorum, the directors may fill
the vacancy 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 voting  group,  only the remaining  director or directors  elected by
that voting  group or the holders of shares of that voting group are entitled to
fill the vacancy. A director elected to fill a vacancy shall be elected to serve
the remaining term of the director replaced,  or if a director is not elected to
replace a previously  elected  director,  the new  director  shall be elected to
serve until the next shareholders' meeting at which directors are elected.

         Section 8. Chairman of the Board of Directors.  There may be a Chairman
of the Board of Directors and a Vice Chairman of the Board of Directors  elected
by the directors from their number at any meeting of the Board of Directors. The
Chairman and Vice Chairman  shall serve in such positions at the pleasure of the
Board of Directors.  The Chairman  shall preside at all meetings of the Board of
Directors and shareholders,  serve as a member of any executive committee of the
Board of  Directors,  and  perform  such other  duties as may be directed by the
Board of Directors.

         In the absence of the  Chairman,  the Vice  Chairman  shall  preside at
meetings of directors or shareholders.

         Section 9.  Compensation.  The Board of  Directors  may provide for the
compensation  of  directors  for their  services  as such and for the payment or
reimbursement  of any or all expenses  incurred by them in connection  with such
services.


                                       5
<PAGE>
                                   ARTICLE IV

                      MEETINGS AND COMMITTEES 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  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 or the President
if such officer is also a director, or by any three (3) or more directors.  Such
a meeting 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 two (2) days  before  the
meeting,  give or  cause  to be  given  notice  thereof  by any  usual  means of
communication. Such notice need not specify the purpose for which the meeting is
called.  Any duly  convened  regular or special  meeting may be adjourned by the
directors to a later time without further notice.

         Section  4.  Waiver of Notice.  Any  director  may waive  notice of any
meeting  before or after the meeting.  The waiver must be in writing,  signed by
the director  entitled to the notice,  and be delivered to the  corporation  for
inclusion in the minutes or for filing with the corporate  records. A director's
attendance at or  participation  in a meeting waives any required notice of such
meeting  unless the director at the  beginning of the meeting,  or promptly upon
arrival,  objects  to holding  the  meeting or to  transacting  business  at the
meeting  and does not  thereafter  vote for or  assent  to  action  taken at the
meeting.

         Section 5. Quorum. Unless the Articles of Incorporation or these Bylaws
provide otherwise, a majority of the number of directors fixed by or pursuant to
these Bylaws shall  constitute a quorum for the  transaction  of business at any
meeting of the Board of  Directors,  or if no number is so fixed,  a majority of
the number of directors in office  immediately  before the meeting  begins shall
constitute a quorum.

         Section  6.  Manner of  Acting.  Except as  otherwise  provided  in the
Articles of Incorporation or these Bylaws,  including  Section 9 of this Article
IV, the affirmative vote of a majority of the directors  present at a meeting at
which a quorum is present shall be the act of the Board of Directors.

         Section  7.  Presumption  of  Assent.  A  director  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 to  transacting  business at the  meeting,  or (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 the  adjournment  of the  meeting.  Such  right of dissent or
abstention  is not  available  to a  director  who votes in favor of the  action
taken.


                                       6
<PAGE>
         Section 8. Action Without  Meeting.  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 taken by all members of the Board of Directors. The action must be
evidenced by one (1) or more written  consents signed by each director before or
after such action,  describing the action taken,  and included in the minutes or
filed with the corporate records.

         Section 9. Committees of the Board of Directors. The Board of Directors
may  create  such  committees  of the Board of  Directors  as it shall  consider
appropriate, including without limitation those committees specifically provided
for in these  Bylaws.  The creation of a committee of the Board of Directors and
appointment  of members to it must by  approved by the greater of (i) a majority
of the number of directors in office when the action is taken or (ii) the number
of directors  required to take action  pursuant to Section 6 of this Article IV.
Each  committee of the Board of Directors must have two (2) or more members and,
to the extent  authorized by law, shall have such duties and authority as may be
described in these Bylaws or otherwise specified by the Board of Directors. Each
committee  member  shall serve at the  pleasure of the Board of  Directors.  The
provisions in these Bylaws governing meetings, actions without meeting and other
requirements of the Board of Directors shall also apply to any committees of the
Board of Directors established pursuant to these Bylaws.

         Section 10. Executive  Committee.  There may be a standing committee of
the Board of Directors to be known as the Executive  Committee and consisting of
not fewer than three (3) directors, one (1) of whom shall be the Chairman of the
Board  of  Directors  and  one  (1)  of  whom  shall  be  the  President  of the
corporation,  if such officer is also a director. Except as limited by Section 9
of this  Article IV or  otherwise  limited by law,  the  Executive  Committee is
empowered  to act for and on  behalf of the  Board of  Directors  in any and all
matters in the interim  between  meetings of the Board of Directors.  Within the
powers conferred upon it, action by the Executive  Committee shall be as binding
upon the  corporation  as if  performed  by the full  Board of  Directors.  Such
actions  shall be  reported  to the Board of  Directors  for  review at its next
meeting following such action. The committee shall meet as often as it considers
necessary or advisable.

         Section 11. Audit Committee.  There may be a standing  committee of the
Board of  Directors to be known as the Audit  Committee  and  consisting  of not
fewer than three (3) directors.  The Audit Committee shall supervise examination
of the  assets  and  the  liabilities  and the  internal  audit  program  of the
corporation  and its  subsidiaries,  cause outside audits to be performed on the
financial statements of the corporation,  and shall make periodic reports to the
Board of Directors.

                                    ARTICLE V

                                    OFFICERS
                                    --------

         Section 1. Officers of the Corporation. The officers of the corporation
shall consist of a President, a Secretary, a Treasurer, and such Vice Presidents
or other  officers  (including  assistant  officers) as may from time to time be
appointed by or under the  authority of the Board of  Directors.  Any two (2) or
more offices may be held by the same person, but no officer may act in more than
one (1) capacity where action of two (2) or more officers is required.


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<PAGE>
         Section 2. Appointment and Term. The officers of the corporation  shall
be appointed by the Board of Directors or by a duly appointed officer authorized
by the Board of  Directors  to appoint one (1) or more  officers.  Each  officer
shall  hold  office   until  his  death,   resignation,   retirement,   removal,
disqualification, or his successor shall have been appointed.

         Section 3.  Compensation of Officers.  The compensation of all officers
of the  corporation  shall be fixed by or under  the  authority  of the Board of
Directors,  and no officer shall serve the corporation in any other capacity and
receive compensation therefor unless such additional  compensation shall be duly
authorized.  The  appointment  of an  officer  does not itself  create  contract
rights.

         Section  4.  Removal.  Any  officer  may be  removed  by the  Board  of
Directors at any time with or without  cause;  but such removal shall not itself
affect the officer's contract rights, if any, with the corporation except to the
extent, if any, specified in any such contract.

         Section  5.  Resignation.   An  officer  may  resign  at  any  time  by
communicating  his  resignation  to the  corporation,  orally or in  writing.  A
resignation  is  effective  when  communicated  unless it specifies in writing a
later effective date. If a resignation is made effective at a later date that is
accepted by the corporation, 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. An officer's resignation does not
affect the corporation's contract rights, if any, with the officer except to the
extent, if any, specified in any such contract.

         Section 6. 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 7. President.  The President  shall be the principal  executive
officer  of the  corporation  and,  subject  to the  control  of  the  Board  of
Directors,  shall in general  supervise  and  control  all of the  business  and
affairs of the  corporation.  He shall sign,  with the  Secretary,  an Assistant
Secretary,  or any other proper officer of the corporation  thereunto authorized
by the Board of  Directors,  certificates  for  shares of the  corporation,  any
deeds,  mortgages,  bonds,  contracts,  or other  instruments which the Board of
Directors has  authorized to be executed,  except in cases where the signing and
execution  thereof shall be expressly  delegated by the Board of Directors or by
these  Bylaws to some  other  officer or agent of the  corporation,  or shall be
required  by law to be  otherwise  signed or  executed,  and in general he shall
perform all duties incident to the office of the President and such other duties
as may be prescribed by the Board of Directors  from time to time. The President
shall be entitled to attend all regular  and special  meetings  and  meetings of
committees of the Board of Directors.  If the  President of the  corporation  is
also a director of the corporation,  he shall serve as a member of the Executive
Committee.

         Section 8. Vice  Presidents.  In the absence of the President or in the
event of his death,  inability  or refusal to act, the Vice  Presidents,  unless
otherwise determined by the Board of Directors,  shall perform the duties of the
President, and when so acting shall have all the powers of and be subject to all
the  restrictions  upon the  President.  Any Vice  President (or Assistant  Vice
President) may sign, with the Secretary,  an Assistant  Secretary,  or any other
proper  officer  of  the  corporation  thereunto  authorized  by  the  Board  of
Directors,  certificates for shares of the corporation and any other instruments
which may be signed by the  President,  and shall  perform  such other duties as
from time to time may be prescribed by the President or Board of Directors.

                                       8
<PAGE>
         Section 9. 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 of Directors, 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) maintain and authenticate the records of the
corporation  and 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) sign with the
President or a Vice President,  certificates for shares of the corporation,  the
issuance  of which  shall have been  authorized  by  resolution  of the Board of
Directors;  (v) maintain or cause to be maintained,  and have general charge of,
the  stock  transfer  books  of the  corporation;  (vi)  prepare  or cause to be
prepared  shareholder lists prior to each meeting of shareholders as required by
law;  (vii) attest the  signature or certify the  incumbency or signature of any
officer of the corporation; and (viii) in general perform all duties incident to
the  office  of  secretary  and such  other  duties  as from time to time may be
prescribed by the President or by the Board of Directors.

         Section 10. Treasurer. The Treasurer shall be, and may be designated as
such as, the corporation's  Chief Financial Officer,  and shall: (i) have charge
and  custody  of  and  be  responsible  for  all  funds  and  securities  of the
corporation;  receive  and give  receipts  for  moneys  due and  payable  to the
corporation from any source whatsoever,  and deposit all such moneys in the name
of the corporation in such  depositories as shall be selected in accordance with
the  provisions of Section 4 of Article VI of these Bylaws;  (ii)  maintain,  or
cause to be maintained, appropriate accounting records as required by law; (iii)
prepare, or cause to be prepared, annual financial statements of the corporation
that  include a balance  sheet as of the end of the  fiscal  year and income and
cash flow  statement for that year,  which  statements,  or a written  notice of
their  availability,  shall be mailed to each shareholder  within 120 days after
the end of such  fiscal  year;  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 prescribed by the President or by the Board of Directors.

         Section 11.  Assistant  Officers.  In the  absence of a duly  appointed
officer of the corporation,  or in the event of his death,  inability or refusal
to act, any person  appointed by the Board of Directors and  designated by title
as an assistant to that  officer,  unless  otherwise  determined by the Board of
Directors,  may  perform  the duties  of, and when so acting  shall have all the
powers of and be  subject  to all the  restrictions  upon,  that  officer.  Such
assistant  officers  shall perform such other duties as from time to time may be
prescribed by the President or by the Board of Directors.

                                   ARTICLE VI

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

         Section 1. Contracts.  The Board of Directors may authorize any officer
or officers,  agent or agents, to enter into any contract or execute and deliver
any  instrument  in the  name of and on  behalf  of the  corporation,  and  such
authorization may be general or confined to specific instances.  Also, the Board
of  Directors  may limit,  condition,  restrict  or deny such  authority  to any
officer or officers, or any agent or agents.

         Section  2.  Loans.  No loans  shall be  contracted  on  behalf  of the
corporation and no evidence of  indebtedness  shall be issued in its name unless
authorized by the Board of Directors.  Such authority may be general or confined
to specific instances.

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<PAGE>
         Section 3. Checks and Drafts.  All checks,  drafts, or other orders for
the payment of money, issued in the name of the corporation,  shall be signed by
such officer or officers,  agent or agents of the corporation and in such manner
as shall from time to time be determined by the Board of Directors.

         Section  4.  Deposits.  All  funds  of the  corporation  not  otherwise
employed shall be deposited  from time to time to the credit of the  corporation
in such  depositories  as may be selected by or under the authority of the Board
of Directors.

                                   ARTICLE VII

                            SHARES AND THEIR TRANSFER
                            -------------------------

         Section 1. Certificate For Shares. The Board of Directors may authorize
the issuance of some or all of the shares of the corporation's classes or series
without issuing certificates to represent such shares. If shares are represented
by certificates,  the certificates  shall be in such form as required by law and
as determined by the Board of Directors.  Certificates  shall be signed,  either
manually or in  facsimile,  by the  President  or a Vice  President,  and by the
Secretary or Treasurer or an Assistant Secretary or an Assistant Treasurer.  All
certificates for shares shall be consecutively  numbered or otherwise identified
and entered into the stock  transfer books of the  corporation.  When shares are
represented by certificates,  the corporation  shall issue and deliver,  to each
shareholder  to whom such shares have been issued or  transferred,  certificates
representing  the  shares  owned by him.  When  shares  are not  represented  by
certificates,  then within a  reasonable  time after the issuance or transfer of
such shares, the corporation shall send the shareholder to whom such shares have
been issued or transferred a written  statement of the  information  required by
law to be on certificates.

         Section 2. Stock Transfer Books. The corporation shall keep or cause to
be kept a book or set of books,  to be known as the stock  transfer books of the
corporation,  containing the name of each  shareholder of record,  together with
such shareholder's  address and the number and class or series of shares held by
him.  Transfers  of  shares of the  corporation  shall be made only on the stock
transfer books of the  corporation (i) by the holder of record thereof or by his
legal  representative,  who  shall  provide  proper  evidence  of  authority  to
transfer;  (ii) by his attorney  authorized  to effect such transfer by power of
attorney duly executed and filed with the Secretary;  and (iii) on surrender for
cancellation  of the  certificate for such shares (if the shares are represented
by certificates).

         Section 3. Lost  Certificates.  The Board of Directors may direct a new
certificate to be issued in place of any certificate  theretofore  issued by the
corporation claimed to have been lost or destroyed, upon receipt of an affidavit
of such fact  from the  person  claiming  the  certificate  to have been lost or
destroyed.  When  authorizing  such  issue of a new  certificate,  the  Board of
Directors shall require that the owner of such lost or destroyed certificate, or
his legal representative,  give the corporation a bond in such sum and with such
surety or other  security  as the Board of  Directors  may  direct as  indemnity
against any claims that may be made against the corporation  with respect to the
certificate  claimed to have been lost or  destroyed,  except where the Board of
Directors by resolution finds that in the judgment of the Board of Directors the
circumstances justify omission of a bond.


                                       10
<PAGE>
         Section 4.  Distribution  or Share  Dividend  Record Date. The Board of
Directors  may  fix a date  as the  record  date  for  determining  shareholders
entitled to a distribution or share dividend.  If no record date is fixed by the
Board of Directors for such determination, it is the date the Board of Directors
authorizes the distribution or share dividend.

         Section 5. Holder of Record.  Except as otherwise  required by law, the
corporation may treat the person in whose name the shares stand of record on its
books as the absolute owner of the shares and the person exclusively entitled to
receive  notification and distributions,  to vote, and to otherwise exercise the
rights, powers, and privileges of ownership of such shares.

         Section 6. Shares Held by Nominees. The corporation shall recognize the
beneficial  owner of shares  registered  in the name of the nominee as the owner
and shareholder of such shares for certain purposes if the nominee in whose name
such shares are registered  files with the Secretary a written  certificate in a
form  prescribed  by the  corporation,  signed by the  nominee,  indicating  the
following:  (i) the name,  address,  and taxpayer  identification  number of the
nominee;  (ii) the name,  address,  and  taxpayer  identification  number of the
beneficial  owner;  (iii) the number and class or series of shares registered in
the name of the nominee as to which the beneficial  owner shall be recognized as
the  shareholder;  and (iv) the purposes for which the beneficial owner shall be
recognized as the shareholder.

         The purposes for which the  corporation  shall recognize the beneficial
owner as the  shareholder  may include the following:  (i) receiving  notice of,
voting at, and otherwise participating in shareholders' meetings; (ii) executing
consents with respect to the shares;  (iii) exercising  dissenters' rights under
the North Carolina  Business  Corporation Act; (iv) receiving  distributions and
share dividends with respect to the shares;  (v) exercising  inspection  rights;
(vi)  receiving  reports,  financial  statements,  proxy  statements,  and other
communications   from  the  corporation;   (vii)  making  any  demand  upon  the
corporation required or permitted by law; and (viii) exercising any other rights
or receiving any other benefits of a shareholder with respect to the shares.

         The  certificate  shall be effective  ten (10)  business days after its
receipt by the  corporation  and until it is changed by the nominee,  unless the
certificate specifies a later effective time or an earlier termination date.

         If the  certificate  affects less than all of the shares  registered in
the name of the nominee,  the corporation may require the shares affected by the
certificate to be registered  separately on the books of the  corporation and be
represented by a share certificate that bears a conspicuous  legend stating that
there is a nominee  certificate in effect with respect to the shares represented
by that share certificate.

                                  ARTICLE VIII

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

         Section 1. Distributions.  The Board of Directors may from time to time
authorize,  and the corporation may grant,  distributions and share dividends to
its  shareholders  pursuant to law and subject to any  provisions  with  respect
thereto in its 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 SEAL; and such seal, as impressed or affixed on the
margin hereof, is hereby adopted as the corporate seal of the corporation.

                                       11
<PAGE>
         Section 3. Fiscal  Year.  The fiscal year of the  corporation  shall be
fixed by the Board of Directors.

         Section 4. Amendments.  Except as otherwise provided in the Articles of
Incorporation  or by law, these Bylaws may be amended or repealed and new Bylaws
may be adopted by the Board of Directors.

         No Bylaw adopted,  amended,  or repealed by the  shareholders  shall be
readopted,  amended, or repealed by the Board of Directors,  unless the Articles
of Incorporation or a Bylaw adopted by the shareholders  authorizes the Board of
Directors  to  adopt,  amend,  or repeal  that  particular  Bylaw or the  Bylaws
generally.

         Section 5. Definitions.  Unless the context otherwise  requires,  terms
used in these  Bylaws  shall  have the  meanings  assigned  to them in the North
Carolina Business Corporation Act to the extent defined therein.



                                       12
<PAGE>
ARTICLE IX

                                 INDEMNIFICATION
                                 ---------------

         In addition to any  indemnification  required or  permitted by law, and
except as otherwise  provided in these Bylaws, any person who at any time serves
or has served as a director,  officer,  employee or agent of the corporation and
any such person who serves or has served at the request of the  corporation as a
director,  officer, employee,  partner, trustee or agent of another corporation,
partnership,  joint  venture,  trust or other  enterprise,  or as a  trustee  or
administrator  under  an  employee  benefit  plan,  shall  have  a  right  to be
indemnified  by the  corporation  to the full extent  allowed by applicable  law
against  liability  and  litigation  expense  arising  out  of  such  status  or
activities in such capacity.  "Liability  and litigation  expense" shall include
costs  and  expenses  of  litigation  (including  reasonable  attorneys'  fees),
judgments,  fines  and  amounts  paid  in  settlement  which  are  actually  and
reasonably  incurred in connection  with or as a consequence of any  threatened,
pending or  completed  action,  suit or  proceeding,  whether  civil,  criminal,
administrative or investigative, including appeals.

         Promptly after the final disposition or termination of any matter which
involves  liability or litigation  expense as described above or at such earlier
time  as it sees  fit,  the  corporation  shall  determine  whether  any  person
described in this  Article IX is entitled to  indemnification  thereunder.  Such
determination  shall be limited to the following issues: (i) whether the persons
to be  indemnified  are persons  described  in this Article IX, (ii) whether the
liability or litigation  expense  incurred arose out of the status or activities
of such persons as described in this  Article IX, (iii)  whether  liability  was
actually  incurred  and/or  litigation   expense  was  actually  and  reasonably
incurred,  and (iv)  whether  the  indemnification  requested  is  permitted  by
applicable law. Such determination shall be made by a majority vote of directors
who were not parties to the action,  suit or proceeding  (or, in connection with
"threatened" actions, suits or proceedings,  who were not "threatened parties").
If at least two such  disinterested  directors are not  obtainable,  or, even if
obtainable, if at least half of the number of disinterested directors so direct,
such  determination  shall  be made by  independent  legal  counsel  in  written
opinion.

         Litigation expense incurred by a person described in this Article IX in
connection  with a  matter  described  in  this  Article  IX may be  paid by the
corporation  in advance of the final  disposition or termination of such matter,
if the corporation receives an undertaking,  dated, in writing and signed by the
person  to be  indemnified,  to repay  all  such  sums  unless  such  person  is
ultimately  determined to be entitled to be  indemnified  by the  corporation as
provided  in this  Article  IX.  Requests  for  payments  in  advance  of  final
disposition or termination shall be submitted in writing unless this requirement
is waived by the corporation.

         Notwithstanding  the foregoing,  no advance payment shall be made as to
any payment or portion of a payment for which the determination is made that the
person  requesting  payment  will  not  be  entitled  to  indemnification.  Such
determination may be made only by a majority vote of disinterested  directors or
by  independent  legal counsel as next  provided.  If there are not at least two
disinterested directors, the notice of all requests for advance payment shall be
delivered  for review to  independent  legal counsel for the  corporation.  Such
counsel shall have the authority to disapprove any advance payment or portion of
a payment for which it appears  that the person  requesting  payment will not be
entitled to indemnification.

                                       13
<PAGE>
         The corporation  shall not be obligated to indemnify  persons described
in this Article IX for any amounts  paid in  settlement  unless the  corporation
consents in writing to the settlement.  The corporation  shall not  unreasonably
withhold its consent to proposed  settlements.  The  corporation's  consent to a
proposed  settlement  shall not constitute an agreement by the corporation  that
any person is entitled to indemnification  thereunder. The corporation may waive
the  requirement of this section for its written  consent as fairness and equity
may require.

         A person  described in this Article IX may apply to the  corporation in
writing for  indemnification  or advance expenses.  Such  applications  shall be
addressed to the Secretary or, in the absence of the  Secretary,  to any officer
of  the  corporation.   The  corporation   shall  respond  in  writing  to  such
applications  as follows:  to a request  for  indemnity  under this  Article IX,
within  ninety days after receipt of the  application;  to a request for advance
expenses  under this  Article  IX,  within  fifteen  days  after  receipt of the
application.

         If any action is necessary or appropriate to authorize the  corporation
to pay the  indemnification  required by these  Bylaws,  the Board of  Directors
shall take such  action,  including  (i) making a good faith  evaluation  of the
indemnification  request,  (ii) giving notice to, and obtaining approval by, the
shareholders of the corporation, and (iii) taking any other action.

         The right to  indemnification or advance expenses provided herein shall
be  enforceable  in any court of competent  jurisdiction.  A legal action may be
commenced if a claim for indemnity or advance  expenses is denied in whole or in
part, or upon the  expiration of the time periods  provided  above.  In any such
action,  if the claimant  establishes  the right to  indemnification,  he or she
shall  also have the right to be  indemnified  against  the  litigation  expense
(including, without limitation, reasonable attorneys' fees) of such action.

         As provided by N.C. Gen. Stat.  ss.55-8-57,  the corporation shall have
the power to purchase and  maintain  insurance on behalf of any person who is or
was a director,  officer, employee or agent of the corporation, or who is or was
serving at the request of the  corporation as a director,  officer,  employee or
agent  of  another  corporation,  partnership,  joint  venture,  trust  or other
enterprise,  or as a trustee or  administrator  under an employee  benefit plan,
against  any  liability  asserted  against  him and  incurred by him in any such
capacity  or arising out of his status as such,  whether or not the  corporation
has the power to indemnify him against such liability.

         The  right to  indemnification  provided  herein  shall  not be  deemed
exclusive  of any other  rights to which any persons  seeking  indemnity  may be
entitled apart from the provisions of this bylaw, except there shall be no right
to  indemnification  as to any  liability or  litigation  expense for which such
person is entitled to receive  payment under any  insurance  policy other than a
directors'  and  officers'   liability   insurance  policy   maintained  by  the
corporation.   Such  right  inures  to  the  benefit  of  the  heirs  and  legal
representatives  of any persons  entitled  to such right.  Any person who at any
time  after the  adoption  of this  bylaw  serves or has served in any status or
capacity  described  in this  Article  IX 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  hereof shall not affect any rights
or obligations  then existing.  The right provided  herein shall not apply as to
persons serving  institutions  which are hereafter  merged into or combined with
the  corporation,  except after the effective date of such merger or combination
and only as to status and activities after such date.

                                       14
<PAGE>
         If this  Article or any  portion  hereof  shall be  invalidated  on any
ground by any court or agency of competent  jurisdiction,  then the  corporation
shall  nevertheless  indemnify  each person  described in this Article IX to the
full extent permitted by the portion of this Article that is not invalidated and
also to the full extent (not exceeding the benefits  described herein) permitted
or required by other applicable law.

         Adopted this the 19th day of August, 1999.


                                                              __________________
                                                              Secretary


                                       15