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                                   EXHIBIT 4.1


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                            ARTICLES OF INCORPORATION

                                       OF

                              LSB BANCSHARES, INC.


         The undersigned, being of the age of 18 years or more, does hereby make
and acknowledge these Articles of Incorporation for the purpose of forming a
business corporation under and by virtue of the laws of the State of North
Carolina.

                                    ARTICLE I

         The name of the corporation is LSB Bancshares, Inc.

                                   ARTICLE II

         The period of duration of the corporation is unlimited.

                                   ARTICLE III

         The purposes for which the corporation is organized are:

         (a) To operate as a one bank or as a multi-bank holding company.

         (b) To engage in any lawful act or activity for which corporations may
be organized under Chapter 55 of the General Statutes of North Carolina,
including but not limited to constructing, manufacturing, raising or otherwise
producing and repairing, servicing, storing or otherwise caring for any type of
structure, commodity, or livestock, whatsoever; processing, selling, brokering,
factoring, or distributing any type of property whether real or personal;
extracting and processing natural resources; transporting freight or passengers
by land, sea, or air; collecting and disseminating information or advertisement
through any medium whatsoever; performing personal services of any nature; and
entering into or serving in any type of management, investigative, advisory,
promotional, protective, insurance, guarantyship, suretyship, fiduciary or
representative capacity or relationship for any persons or corporation
whatsoever.

         To do all and everything necessary, suitable, expedient or proper for
the accomplishment of any of the purposes, or the attainment of any one or more
of the objects herein enumerated or incident to the powers herein named, or
which shall at any time appear conducive to or expedient for the protection or
benefit of the corporation either as holders of, or interested in any property
or otherwise; with all the powers now or hereafter conferred by the laws of
North Carolina upon corporations of like character.



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                                   ARTICLE IV

         The corporation shall have authority to issue five million (5,000,000)
shares of common stock with a par value of Five Dollars ($5.00) per share.

                                    ARTICLE V

         The minimum amount of consideration to be received by the corporation
for its shares before it shall commence business is Twenty-five Dollars ($25.00)
in cash or property of equivalent value.

                                   ARTICLE VI

         The shareholders of the corporation shall have no preemptive right to
acquire additional or treasury shares of the corporation.

                                   ARTICLE VII

         The address of the initial registered office of the corporation in the
State of North Carolina is One LSB Plaza, Lexington, Davidson County, North
Carolina, and the name of its initial registered agent at such address is Robert
F. Lowe.

                                  ARTICLE VIII

         The number of directors of the corporation shall be fixed by the
bylaws. The number of directors constituting the initial Board of Directors
shall be five (5), and the names and addresses of the persons who are to serve
as directors until the first meeting of the shareholders, or until their
successors be elected and qualify, are:

                  Name                               Address
                  ----                               -------

         Haynes F. Sherron                   216 Westover Drive
                                             Lexington, NC  27292

         Robert F. Lowe                      110 Sequoia Drive
                                             Lexington, NC  27292

         Dothan D. Reece                     307 Duke Drive
                                             Lexington, NC  27292

         Clifford A. Erickson                505 Country Club Drive
                                             Lexington, NC  27292

         Russell J. Gabrielson               121 Magnolia Drive
                                             Lexington, NC  27292



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                                   ARTICLE IX

         The name and address of the incorporator is:

                  Name                                   Address
                  ----                                   -------

         Charles H. McGirt                        709 Hilltop Drive
                                                  Lexington, NC  27292

         IN WITNESS WHEREOF, I have hereunto set my hand and seal, this 6th day
of December, 1982.



                                      ___________________________________(SEAL)


         NORTH CAROLINA
         DAVIDSON COUNTY

                  I, Crystal D. Jones, a Notary Public, do hereby certify that
Charles H. McGirt personally appeared before me this 6th day of December, 1982,
and acknowledged the due execution of the foregoing Articles of Incorporation.


                                            -----------------------------------
                                                       Notary Public



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                            ARTICLES OF AMENDMENT OF
                              LSB BANCSHARES, INC.


         The undersigned corporation hereby executes these Articles of Amendment
for the purposes of amending its charter:

         1. The name of the corporation is LSB Bancshares, Inc.

         2. The following amendment to the charter of the corporation was
adopted by its shareholders on the 20th day of April, 1988, in the manner
prescribed by law:

         Article X is hereby added to the Articles of Incorporation as follows:

                                   "ARTICLE X

                  To the full extent from time to time permitted by law, no
                  person who is serving or who has served as a director of the
                  corporation shall be personally liable in any action for
                  monetary damages for breach of his or her duty as a director,
                  whether such action is brought by or in the right of the
                  corporation or otherwise. Neither the amendment or repeal of
                  this Article, nor the adoption of any provision of these
                  Articles of Incorporation inconsistent with this Article,
                  shall eliminate or reduce the protection afforded by this
                  Article to a director of the corporation with respect to any
                  matter which occurred, or any cause of action, suit or claim
                  which but for this Article would have accrued or arisen, prior
                  to such amendment, repeal or adoption."

         3. The number of shares of the corporation outstanding at the time of
such adoption was One Million Six Hundred Twenty Thousand One Hundred Ninety Six
(1,620,196), and the number of shares entitled to vote thereon was One Million
Six Hundred Twenty Thousand One Hundred Ninety Six (1,620,196).

         4. The number of shares voted for such amendment was Nine Hundred
Ninety Three Thousand Nine Hundred Thirty Seven (993,937); and the number of
shares voted against such amendment was Twenty Three Thousand Three Hundred
Sixty Six (23,366).

         5. No exchange, reclassification or cancellation of issued shares will
be effected as a result of the amendment.

         6. No change in the stated capital of the corporation will be effected
by the amendment.



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         7. The amendment herein effected does not give rise to dissenters'
rights to payment for the reason that the only effect of such amendment is to
eliminate the monetary liability of directors in certain instances.

                  IN WITNESS WHEREOF, these articles are signed by the President
and Secretary of the corporation, this the 20th day of April, 1988.

                                                LSB BANCSHARES, INC.


                                          By:  _____________________________
                                                Robert F. Lowe
                                                President


                                          By:  _____________________________
                                                Monty J. Oliver
                                                Assistant Secretary


NORTH CAROLINA

DAVIDSON COUNTY

I, Pamela K. Swinson, a Notary Public, hereby certify that on the 20th day
April, 1988, personally appeared before me Robert F. Lowe and Monty J. Oliver,
each of whom being by me first duly sworn, declared that he signed the foregoing
document in the capacity indicated, that he was authorized so to sign, and that
the statements therein contained are true.

                                           ------------------------------------
                                                      Notary Public

My commission expires:
December 5, 1990


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                             STATE OF NORTH CAROLINA
                      DEPARTMENT OF THE SECRETARY OF STATE


                              ARTICLES OF AMENDMENT


Pursuant to Section 55-10-06 of the General Statutes of North Carolina, the
undersigned corporation hereby submits these Articles of Amendment for the
purpose of amending its Articles of Incorporation:

1.       The name of the corporation is LSB Bancshares, Inc. (the
         "corporation").

2.       On April 20, 1994, the shareholders of the corporation, in the manner
         as required by Chapter 55 of the North Carolina General Statutes,
         approved a proposal by the board of directors of the corporation to
         restate Article IV of the corporation's Articles of Incorporation in
         its entirety to read as follows:

                                   Article IV

                  The corporation shall have authority to issue ten million
                  (10,000,000) shares of common stock with a par value of Five
                  Dollars ($5.00) per share.

3.       These articles will be effective upon filing.

         This the 27th day of May, 1994.

                                                  LSB Bancshares, Inc.


                                                  By: _________________________
                                                       Robert F. Lowe, President



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                              ARTICLES OF AMENDMENT
                                       OF
                              LSB BANCSHARES, INC.


         The undersigned corporation hereby submits these Articles of Amendment
for the purpose of amending its articles of incorporation:

         1. The name of the corporation is LSB Bancshares, Inc.

         2. The following amendment to the articles of incorporation of the
corporation was adopted by its shareholders on the 15th day of April, 1998, in
the manner as required by Chapter 55 of the General Statutes of North Carolina:

         Article IV of the corporation's articles of incorporation is hereby
amended by deleting such Article IV in its entirety and by substituting in lieu
thereof the following:

                                   ARTICLE IV

                           The corporation shall have authority to issue fifty
                  million (50,000,000) shares of common stock with a par value
                  of Five Dollars ($5.00) per share.

         3. The following amendment to the articles of incorporation of the
corporation was adopted by its shareholders on the 15th day of April, 1998, in
the manner as required by Chapter 55 of the General Statutes of North Carolina:

         Article IV of the corporation's articles of incorporation is hereby
further amended by adding to the following to the end of Article IV, as amended
above:

                           The corporation shall also have authority to issue
                  ten million (10,000,000) shares of Preferred Stock, par value
                  $.01 per share (the "Preferred Stock").

                           The Preferred Stock may be issued from time-to-time
                  in one or more classes or series pursuant to a resolution or
                  resolutions adopted by the Board of Directors. The Board of
                  Directors of the corporation shall have full and complete
                  authority by resolution, from time-to-time, to establish one
                  or more series and to fix, determine and vary the voting
                  rights, designations, preferences, qualifications, privileges,
                  limitations, options, conversion rights and other special
                  rights of each series, including, but not limited to, dividend
                  rates and manner of payment, preferential amounts payable upon
                  voluntary or involuntary liquidation, voting rights,
                  conversion rights, redemption prices, terms and conditions and
                  sinking fund and stock purchase prices, terms and conditions.



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         4. These articles will be effective upon filing.

                  This the 6th day of August, 1998.



                                           LSB BANCSHARES, INC.


                                           By: __________________________
                                                    Monty J. Oliver
                                                    Secretary and Treasurer



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