Jim Miles
                                                             Secretary of State
                                                                    Filed
                                                               August 8, 1997

                             STATE OF SOUTH CAROLINA
                               SECRETARY OF STATE

                              ARTICLES OF AMENDMENT

          Pursuant to Section  33-10-106  of the 1976 South  Carolina  Code,  as
amended, the undersigned  corporation adopts the following Articles of Amendment
to its Articles of Incorporation:

                                              
1.        The name of the corporation is First United Bancorporation.


2.        On July 29, 1997, the corporation adopted the following   Amendment(s)
          of its Articles of Incorporation.

          RESOLVED,  that pursuant to a  three-for-two  split of the  authorized
          shares  of  the  Corporation's  common  stock,  the  total  number  of
          authorized shares of the Corporation's common stock shall be increased
          from 15,000,000  shares to 22,500,000 shares and the par value of each
          authorized  share shall be reduced  from $1.66 2/3 per share to $1 1/9
          per share.

3.        The manner, if not set forth in the amendment,  in which any exchange,
          reclassification, or cancellation of issued shares provided for in the
          Amendment shall be effected, is as follows: (if not applicable, insert
          "not applicable" or "NA").

          Shareholders  of record on August 15,  1997 will be issued  additional
          stock   certificates   representing   one  additional   share  of  the
          Corporation's  Common Stock for every two shares  currently held. Cash
          will be paid in lieu of fractional shares.

4.        Complete either a or b, whichever is applicable.

          a.  [ ]   Amendment(s) adopted by shareholder action.

                   At the date of  adoption  of the  amendment,  the  number  of
                   outstanding  shares of each  voting  group  entitled  to vote
                   separately on the Amendment, and the vote of such shares was:

                      Number of     Number of     Number of        Number of
                      out-          Votes         Shares           Undisputed*
          Voting      standing      Entitled      Represented      Shares Voted
          Group        Shares       to be Cast    at the meeting   For   Against


          b.   [x]  The  amendment(s)  was duly adopted by the  Incorporators or
                    board of directors without shareholder  approval pursuant to
                    Sections  33-6-102(d),  33-10-102  and 33-10-105 of the 1976
                    South Carolina Code as amended,  and shareholder  action was
                    not required.




                                       28
<PAGE>


5.        Unless  a  delayed  date is  specified,  the  effective  date of these
          Articles of Amendments  shall be the date of acceptance  for filing by
          the Secretary of State (See Section 33-1-230(b)) .


DATE:    7/29/97                   FIRST UNITED BANCORPORATION


                                         (Name of Corporation)

                                    By:  s/William B. West
                                          -------------------
                                               (Signature)

                                    William B. West, Senior Vice President
                                      (Type or Print Name and Office)

*NOTE:    Pursuant to Section 33-10-106(6)(i), the Corporation can alternatively
          state the total number of votes cast for and against the  amendment by
          each voting group entitled to vote  separately on the amendment or the
          total number of undisputed votes cast for the amendment by each voting
          group together with a statement that the number cast for the amendment
          by each voting group was sufficient for approval by that voting group.


                                       29
<PAGE>
                                                                  Jim Miles
                                                              Secretary of State
                                                                    Filed
                                                               November 28, 1994
                             STATE OF SOUTH CAROLINA
                               SECRETARY OF STATE

                              ARTICLES OF AMENDMENT

      Pursuant to Section 33-10-106 of the 1976 South Carolina Code, as amended,
the undersigned  corporation  adopts the following  Articles of Amendment to its
Articles of Incorporation:

1.   The name of the corporation is First United Bancorporation.

2.   On October 25, 1994, the corporation adopted the following  Amendment(s) of
     its Articles of Incorporation.

     RESOLVED,  that pursuant to a three-for-two  split of the authorized shares
     of the Corporation's common stock, the total number of authorized shares of
     the Corporation's common stock shall be increased from 10,000,000 shares to
     15,000,000  shares  and the par  value of each  authorized  share  shall be
     reduced from $2.50 per share to $1.66 2/3 per share.

3.   The  manner,  if not set forth in the  amendment,  in which  any  exchange,
     reclassification,  or  cancellation  of issued  shares  provided for in the
     Amendment shall be effected, is as follows: (if not applicable, insert "not
     applicable" or "NA").

     Shareholders of record on November 8, 1994 will be issued  additional stock
     certificates  representing an additional three shares of the  Corporation's
     Common Stock for every two shares currently held. Cash will be paid in lieu
     of fractional shares.

4.   Complete either a or b, whichever is applicable.

     a. [ ]    Amendment(s) adopted by shareholder action.

     At the date of adoption of the amendment,  the number of outstanding shares
     of each voting group entitled to vote separately on the Amendment,  and the
     vote of such shares was:

                 Number of      Number of      Number of           Number of
                 out-           Votes          Shares              Undisputed*
      Voting     standing       Entitled       Represented        Shares Voted
      Group       Shares        to be Cast     at the meeting      For   Against


      b. [x]  The amendment(s)  was duly adopted by the  Incorporators or board
               of directors  without  shareholder  approval pursuant to Sections
               33-6-102(d),  33-10-102 and 33-10-105 of the 1976 South  Carolina
               Code as amended, and shareholder action was not required.

5.    Unless a delayed date is specified,  the effective  date of these Articles
      of Amendments  shall be the date of acceptance for filing by the Secretary
      of State (See Section 33-1-230(b)) .


                                   FIRST UNITED BANCORPORATION
DATE:

                                   (Name of Corporation)

                                   By: s/William B. West
                                      --------------------
                                         (Signature)
                                   William B. West, Senior Vice President
                                      (Type or Print Name and Office)

*NOTE:           Pursuant  to  Section  33-10-106(6)(i),   the  corporation  can
                 alternatively  state  the total  number  of votes  cast for and
                 against the  amendment  by each voting  group  entitled to vote
                 separately  on the  amendment or the total number of undisputed
                 votes cast for the amendment by each voting group together with
                 a  statement  that the number  cast for the  amendment  by each
                 voting group was sufficient for approval by that voting group.

                                       30
<PAGE>
                                                                  Jim Miles
                                                             Secretary of State
                                                                   Filed
                                                                May 6, 1994

                             STATE OF SOUTH CAROLINA
                               SECRETARY OF STATE

                              ARTICLES OF AMENDMENT

            Pursuant to Section  33-10-106 of the 1976 South  Carolina  Code, as
amended, the undersigned  corporation adopts the following Articles of Amendment
to its Articles of Incorporation:
                                                                              
1.   The name of the corporation is First United Bancorporation.

                       
2.   On April 26, 1994, the  corporation  adopted the following  Amendment(s) of
     its Articles of Incorporation.

                           Text attached as Exhibit A.


3.   The  manner,  if not set forth in the  amendment,  in which  any  exchange,
     reclassification,  or  cancellation  of issued  shares  provided for in the
     Amendment shall be effected, is as follows: (if not applicable, insert "not
     applicable" or "NA").

     N/A

4.   Complete either a or b, whichever is applicable.

     a.  [x]   Amendment(s) adopted by shareholder action.
          

          At the date of adoption of the  amendment,  the number of  outstanding
          shares  of  each  voting  group  entitled  to vote  separately  on the
          Amendment, and the vote of such shares was:

                   Number of    Number of     Number of             Number of
                   out-         Votes         Shares               Undisputed*
          Voting   standing     Entitled      Represented         Shares Voted
          Group     Shares      to be Cast    at the meeting     For     Against

          Common   1,252,450    1,252,450      1,030,810        918,184  23,354

     b.   [ ]  The amendment(s)  was duly adopted by the  Incorporators or board
               of directors  without  shareholder  approval pursuant to Sections
               33-6-102(d),  33-10-102 and 33-10-105 of the 1976 South  Carolina
               Code as amended, and shareholder action was not required.

                                       31
<PAGE>



5.   Unless a delayed date is specified, the effective date of these Articles of
     Amendments  shall be the date of acceptance  for filing by the Secretary of
     State (See Section 33-1-230(b)) date of filing.

DATE: 4/26/94                      First United Bancorporation
                                   (Name of Corporation)

                                   By: s/William B. West
                                   ---------------------------------------------
                                       (Signature)
                                   William B. West, Senior vice President
                                   Anderson, S.C.
                                  (Type or Print Name and Office)











*NOTE:    Pursuant to Section 33-10-106(6)(i), the corporation can alternatively
          State the total number of undisputed  shares cast for the amendment by
          each voting group  together  with a statement  that the number of cast
          for the amendment by each voting group was  sufficient for approval by
          that voting group.


                                       32
<PAGE>


                                                                       EXHIBIT A

RESOLVED,  that Article Four of the Company's  Articles of Incorporation be, and
hereby is,  amended (i) to increase the  authorized  Common Stock of the Company
($2.50 par value) from  2,000,000  authorized  shares to  10,000,000  authorized
shares, and (ii) to authorize  10,000,000 shares of Preferred Stock, and thereby
to read as follows:

                               Article Four: Stock

     The Corporation is authorized to issue two classes of shares as follows:

                         Class of Shares         Authorized Number
                         ---------------         -----------------

                         Common Stock               10,000,000
                         Preferred Stock            10,000,000

The Common  Stock  shall  have a par value of $2.50 per share and the  Preferred
Stock shall have no par value. The relative rights, preferences, and limitations
of the shares of each class and of each series within a class are as follows:

Common Stock - Shares of this class shall have unlimited voting rights and shall
be entitled,  together  with any other class having such rights,  to receive the
net assets of the Corporation upon dissolution.

Preferred  Stock - Shares of this class may be issued in separate series and the
preferences, limitations and relative rights of this class and any series within
this class shall be determined by the board of directors  before issuance of any
shares of such class or series.


                                       33
<PAGE>


                                                               John T. Campbell
                                                              Secretary of State
                                                                   Filed
                                                                July 8, 1987

                             STATE OF SOUTH CAROLINA
                               SECRETARY OF STATE

                            ARTICLES OF INCORPORATION
                                       OF
                           FIRST UNITED BANCORPORATION


         I, the  undersigned  natural  person  having  capacity to contract  and
acting  as  an   incorporator   of  a   Corporation   (hereinafter   called  the
"Corporation")  under the South  Carolina  Business  Corporation  Act, do hereby
adopt the following Articles of Incorporation for the Corporation:

                               ARTICLE ONE: NAME

         The name of the Corporation is First United Bancorporation.

                      ARTICLE TWO: INITIAL OFFICE AND AGENT

         The  initial  registered  office of the  Corporation  is located at 304
North Main Street, City of Anderson,  County of Anderson, and the State of South
Carolina, and the agent at such address is William B. West.

                             ARTICLE THREE: DURATION

         The Corporation's period of duration is perpetual.

                               ARTICLE FOUR: STOCK

         The  Corporation  is  authorized  to issue  one  class of  shares to be
designated  "common".  The  total  number of shares  which  the  Corporation  is
authorized to issue is 2,000,000 shares, and the par value of each such share is
$2.50. The total authorized capital stock is $5,000,000.

                         ARTICLE FIVE: INITIAL DIRECTORS

         Section A. The number of  directors of the  Corporation  shall be fixed
and may be altered from time to time as provided in the bylaws.

         Section B. The Board of Directors  shall be divided into three classes,
Class I, Class II and Class  III,  which  shall be as nearly  equal in number as
possible.  Each director  shall serve for a term ending on the date of the third
annual meeting following the annual meeting at which such director was elected.

         Section C. In the event of any  increase or decrease in the  authorized
number of directors (i) each  director  then serving as such shall  nevertheless
continue as a director of the class of which he is a member until the expiration
of his current term, or his prior death, retirement, resignation or removal, and
(ii) the  newly  created  or  eliminated  directorships  resulting  from such an
increase or decrease shall be  apportioned  by the Board of Directors  among the
three  classes of  directors  so as to maintain  such classes as nearly equal as
possible.

                                       34
<PAGE>

         Section D.  Notwithstanding  any of the  foregoing  provisions  of this
Article,  each director shall serve until his successor is elected and qualified
or until his  death,  retirement,  resignation  or removal  for cause.  Should a
vacancy occur or be created,  whether  arising  through  death,  resignation  or
removal  for  cause of a  director  or  through  an  increase  in the  number of
directors in any class,  each vacancy  shall be filled by a majority vote of the
remaining  directors.  A director so elected to fill a vacancy shall serve until
the next election of the class for which such  director  shall have been chosen,
and until his successor has been duly elected and qualified.

         Section E.      The initial directors are:

         Irvin L. Cauthen                                T. Ree McCoy, Jr.
         1805 Lindale Road                               2601 Milgate Road
         Anderson, SC 29621                              Anderson, SC  29621

         Mason Y. Garrett                                Donald C. Roberts
         1601 N. Boulevard                               1206 Northhampton Road
         Anderson, SC 29621                              Anderson, SC 29621

         John C. Ginn                                    Harold P. Threlkeld
         2835 Old Williamston Road                       2304 Milgate Road
         Anderson, SC 29621                              Anderson, SC 29621

         Randolph V. Hayes                               William B. West
         Concord Road                                    2810 Rambling Path
         Anderson, SC 29621                              Anderson, SC 29621

         J. Donald King
         2900 Little Creek Drive
         Anderson, SC 29621


The initial  directors will serve until the first annual meeting of stockholders
of the Corporation. At the first annual meeting of stockholders,  directors will
be elected to classified terms.




                                       35
<PAGE>


                              ARTICLE SIX: PURPOSE

     The purpose or purposes for which the Corporation is organized are:

     (a)  To act as a bank holding company;

     (b)  To transact any and all lawful business for which  corporations may be
          incorporated under the South Carolina Business Corporation Act;

     (c)  To do each and every  thing  necessary,  suitable,  or proper  for the
          accomplishment of any of the purposes or for the attainment of any one
          or more of the objects  herein  enumerated or which at any time appear
          conducive  to or  expedient  for  the  protection  or  benefit  of the
          Corporation.

     The  foregoing  clauses shall be construed as powers as well as objects and
purposes, and the matter expressed in each clause shall, unless herein otherwise
expressly  provided,  be in nowise limited by reference to or inference from the
terms of any  other  clause,  but  shall be  regarded  as  independent  objects,
purposes  and  powers,  and shall not be  construed  to limit or restrict in any
manner  the  meaning  of  the  general  terms  or  the  general  powers  of  the
Corporation.

                     ARTICLE SEVEN: PREEMPTIVE RIGHTS DENIED

     No  holder  of  shares  of any  class  of the  Corporation  shall  have any
preemptive  rights  to  subscribe  for  or  acquire  additional  shares  of  the
Corporation of the same or any other class,  whether such shares shall be hereby
or hereafter authorized; and no holder of shares of any class of the Corporation
shall have any right to acquire any shares  which may be held in the treasury of
the  Corporation;  all such additional or treasury shares may be issued for such
consideration,  at such  time,  and to such  person or  persons  as the Board of
Directors of the Corporation may from time to time determine.

                        ARTICLE EIGHT: CUMULATIVE VOTING

     Cumulative voting for the election of directors is prohibited.

                              ARTICLE NINE: VOTING

     Except where otherwise  provided in these Articles of  Incorporation or the
bylaws of the  Corporation,  the  holders  of the common  shares  shall have the
exclusive  voting rights and powers,  including the exclusive right to notice of
stockholders' meetings.

                                       36
<PAGE>

                         ARTICLE TEN: ADOPTION OF BYLAWS

     The Board of Directors of the Corporation shall adopt the initial bylaws of
the  Corporation  and may thereafter  alter,  amend, or repeal the bylaws of the
Corporation  or may adopt new bylaws,  subject to the  stockholders'  concurrent
right to alter,  amend,  or repeal  the bylaws or to adopt new bylaws and to the
express  provisions of the bylaws.  The stockholders may provide that any or all
bylaws altered,  amended,  repealed, or adopted by the stockholders shall not be
altered,  amended,  re-enacted,  or  repealed by the Board of  Directors  of the
Corporation.

                       ARTICLE ELEVEN: REPURCHASE OF STOCK

     The Corporation is authorized to purchase,  directly or indirectly, its own
shares to the extent of the aggregate of the unreserved and unrestricted  earned
surplus and unreserved and unrestricted capital surplus available therefor.

                       ARTICLE TWELVE: AUTHORITY TO BORROW

     The Board of Directors is expressly authorized,  without the consent of the
stockholders,  except so far as such  consent is herein or by law  provided,  to
issue and sell or  otherwise  dispose  of, for any  purpose,  the  Corporation's
bonds, debentures, notes or other securities or obligations, upon such terms and
for such  consideration  as the Board of  Directors  shall deem  advisable,  and
specifically may issue bonds or debentures  convertible into shares of any class
of stock, including common stock, of the Corporation within such period and upon
such  conditions as shall be fixed by the Board of  Directors,  and to authorize
and cause to be executed mortgages,  pledges, charges and liens upon all or part
of the  real  and  personal  property  rights,  interest  and  franchise  of the
Corporation,  including contract rights, whether at the time owned or thereafter
acquired.

                 ARTICLE THIRTEEN: CERTAIN BUSINESS COMBINATIONS

     Section A. For the purposes of this Article:

     (1) The term  "beneficial  owner"  and  correlative  terms  shall  have the
meaning as set forth in Rule 13d-3 under the Securities Exchange Act of 1934, as
amended,  or any similar successor Rule.  Without  limitation and in addition to
the foregoing,  any shares of Voting Stock of this  Corporation  which any Major
Stockholder  has the right to vote or to acquire (i) pursuant to any  agreement,
(ii) by  reason of  tenders  of shares by  stockholders  of the  Corporation  in
connection  with or  pursuant to a tender  offer made by such Major  Stockholder
(whether or not any tenders have been accepted, but excluding tenders which have
been  rejected),  or (iii) upon the  exercise of  conversion  rights,  warrants,
options  or  otherwise,  shall be  deemed  "beneficially  owned"  by such  Major
Stockholder.

     (2) The term "Business Combination" shall mean:

               (a) any merger or consolidation  (whether in a single transaction
          or a series of related  transactions,  including  a series of separate
          transactions  with a Major  Stockholder,  any  Affiliate  or Associate
          thereof or any Person acting in concert therewith) of this Corporation
          or any  Subsidiary  with  or into a  Major  Stockholder  or of a Major
          Stockholder into this Corporation or a Subsidiary;

               (b)  any  sale,  lease,  exchange,   transfer,   distribution  to
          stockholders or other  disposition,  including without  limitation,  a
          mortgage,  pledge or any  other  security  devise,  to or with a Major
          Stockholder by the Corporation or any of its Subsidiaries (in a single
          transaction or a series of related transactions) of all, substantially
          all or any  Substantial  Part of the assets of this  Corporation  or a
          Subsidiary  (including,   without  limitation,  any  securities  of  a
          Subsidiary);

               (c) the purchase,  exchange,  lease or other  acquisition  by the
          Corporation or any of its Subsidiaries  (in a single  transaction or a
          series  of  related  transactions)  of all,  substantially  all or any
          Substantial Part of the assets or business of a Major Stockholder;



                                       37
<PAGE>

               (d) the issuance of any securities, or of any rights, warrants or
          options to acquire any securities, of this Corporation or a Subsidiary
          to a Major  Stockholder or the  acquisition  by this  Corporation or a
          Subsidiary of any securities, or of any rights, warrants or options to
          acquire any securities, or a Major Stockholder;

               (e) any  reclassification  of Voting Stock,  recapitalization  or
          other  transaction  (other than a redemption  in  accordance  with the
          terms of the  security  redeemed)  which has the  effect,  directly or
          indirectly,  of increasing the proportionate amount of Voting Stock of
          the Corporation or any Subsidiary  thereof which is beneficially owned
          by a Major Stockholder,  or any partial or complete liquidation,  spin
          off,  split  off or  split  up of the  Corporation  or any  Subsidiary
          thereof; provided, however, that this Section A(2)(e) shall not relate
          to any  transaction  of the  types  specified  herein  that  has  been
          approved by a majority of the Continuing Directors; and

               (f) any agreement,  contract or other  arrangement  providing for
          any of the transactions described herein.

     (3) The term "Continuing Director" shall mean (i) a person who was a member
of the Board of Directors of this Corporation immediately prior to the time that
any then existing Major Stockholder  became a Major Stockholder or (ii) a person
designated (before initially becoming a director) as a Continuing  Director by a
majority  of the then  Continuing  Directors.  All  references  to a vote of the
Continuing  Directors  shall  mean a vote  of the  total  number  of  Continuing
Directors of the Corporation

     (4) The term "Major Stockholder" shall mean any Person which, together with
its  "Affiliates"  and  "Associates" (as defined in Rule 12b-2 of the Securities
Exchange  Act of 1934,  as amended,  or any similar  successor  Rule) any Person
acting in concert therewith, is the beneficial owner of 10% or more of the votes
held by the  holders  of the  outstanding  shares  of the  Voting  Stock of this
Corporation, and any Affiliate or Associate of a Major Stockholder,  including a
Person  acting in concert  therewith.  The term  "Major  Stockholder"  shall not
include a Subsidiary of this Corporation.

     (5) The term "Person" shall mean any individual,  corporation,  partnership
or other person, group or entity (other than the Corporation,  any Subsidiary of
the  Corporation or a trustee  holding stock for the benefit of employees of the
corporation  or its  Subsidiaries,  or any one of them,  pursuant to one or more
employee  benefit  plans or  arrangements).  When two or more  Persons  act as a
partnership, limited partnership,  syndicate, association or other group for the
purpose  of   acquiring,   holding  or  disposing  of  shares  of  stock,   such
partnerships, syndicate, association or group will be deemed a "Person".


                                       38
<PAGE>

     (6) The term  "Subsidiary"  shall mean any  business  entity 50% or more of
which is beneficially owned by the Corporation.

     (7) The term "Substantial  Part", as used in reference to the assets of the
Corporation, of any Subsidiary or of any Major Stockholder means assets having a
value of more than 5% of the total  consolidated  assets of the  Corporation and
its  Subsidiaries  as of the end of the  Corporation's  most recent  fiscal year
ending prior to the time the determination is made.

     (8) The term "Voting Stock" shall mean stock or other  securities  entitled
to vote upon any action to be taken in connection with any Business  Combination
or entitled to vote generally in the election of directors,  including  stock or
other securities convertible into Voting Stock.

     Section  B.  Notwithstanding  any other  provisions  of these  Articles  of
Incorporation  and except as set forth in Section C. of this  Article  Thirteen,
neither  the  Corporation  nor any  Subsidiary  shall  be  party  to a  Business
Combination unless:

     (1) The Business  Combination was approved by the Board of Directors of the
Corporation prior to the Major Stockholder  involved in the Business Combination
becoming such; or

     (2) The Major Stockholder  involved in the Business  Combination sought and
obtained  the  unanimous  prior  approval of the Board of  Directors to become a
Major Stockholder and the Business Combination was approved by a majority of the
Continuing Directors; or

     (3) The Business Combination was approved by at least 80% of the Continuing
Directors of the Corporation; or

     (4) The  Business  Combination  was  approved by at least a 80% vote of the
outstanding  Voting Stock of this  Corporation and by at least a 80% vote of the
outstanding Voting Stock beneficially owned by stockholders other than any Major
Stockholder.

     Section C. During the time a Major  Stockholder  exists,  a  resolution  to
voluntarily  dissolve  the  Corporation  shall  be  adopted  only  if:  (1) such
resolution  is  approved  by at least  80% of the  Continuing  Directors  of the
Corporation;  or  (2)  such  resolution  is  approved  by at  least  80%  of the
outstanding  Voting  Stock  of  this  Corporation  and  by at  least  80% of the
outstanding Voting Stock beneficially owned by stockholders other than any Major
Stockholder.

     Section D. As to any particular transaction, the Continuing Directors shall
have the power and duty to determine, on the basis of information known to them:

     (1) The amount of Voting Stock beneficially held by any;

                                       39
<PAGE>

     (2) Whether a Person is an Affiliate or Associate of another;

     (3) Whether a Person is acting in concert with another;

     (4) Whether the assets  subject to any  Business  Combination  constitute a
"Substantial Part" as herein defined;

     (5) Whether a proposed  transaction  is subject to the  provisions  of this
Article; and

     (6) Such other  matters with respect to which a  determination  is required
under this Article.

Any such determination  shall be conclusive and binding for all purposes of this
Article.

     Section E. The affirmative  vote required by this Article is in addition to
the vote of the  holders  of any  class or  series  of stock of the  Corporation
otherwise required by law, these Articles of Incorporation, any resolution which
has been adopted by the Board of Directors providing for the issuance of a class
or series of stock or any  agreement  between the  Corporation  and any national
securities exchange.

     Section  F. Any  amendment,  change or repeal of this  Article or any other
amendment  of these  Articles  of  Incorporation  which would have the effect of
modifying or permitting  circumvention  of the  provisions of this Article shall
require  approval  by at  least  80%  of the  outstanding  Voting  Stock  of the
Corporation and at least 80% of the outstanding  voting Stock beneficially owned
by stockholders other than any Major Stockholder.

                        ARTICLE FOURTEEN: INDEMNIFICATION

     The  Corporation  shall  indemnify any person who (i) is or was a director,
officer,  employee,  or  agent  of the  Corporation  or (ii)  while a  director,
officer, employee, or agent of the Corporation, is or was serving at the request
of the  corporation  as a  director,  officer,  partner,  venturer,  proprietor,
trustee,  employee, agent, or similar functionary of another foreign or domestic
corporation,  partnership,  joint venture, sole proprietorship,  trust, employee
benefit plan, or other enterprise,  to the fullest extent that a corporation may
or is required to grant  indemnification  to a director under the South Carolina
Business  Corporation  Act. The  Corporation  may  indemnify  any person to such
further extent as permitted by law.




                                       40
<PAGE>


                          ARTICLE FIFTEEN: INCORPORATOR

         The name and address of the incorporator is:

                 NAME                                    ADDRESS

         William B. West                                 2810 Rambling Path
                                                         Anderson, SC  29621

Date:   July 2, 1987                                     s/William B. West
         --------------------                            -----------------------
                                                         William B. West



                                       41
<PAGE>



STATE OF SOUTH CAROLINA          )
                                 )
COUNTY OF ANDERSON               )



         The  undersigned,  William B. West,  does hereby certify that he is the
incorporator of First United  Bancorporation,  and is authorized to execute this
verification; that he does hereby further certify that he has read the foregoing
document,  understands  the  meaning  and  purport  of  the  statements  therein
contained and the same are true to the best of his information and belief.


Date:   July 2, 1987                                     s/William B. West
        --------------------                             -----------------------
                                                         William B. West



                                       42
<PAGE>



                             CERTIFICATE OF ATTORNEY


         I, Harold P. Threlkeld,  an Attorney  licensed to practice in the State
of  South  Carolina,  certify  that  the  Corporation,   to  whose  articles  of
incorporation  this certificate is attached,  has complied with the requirements
of Chapter 7 of Title 33 of the South  Carolina  Code of 1976,  relating  to the
organization  of  corporations,  and  that in my  opinion,  the  Corporation  is
organized for a lawful purpose.


Date:   July 2, 1987                         s/Harold P. Threlkeld
         --------------------                -----------------------
                                             Harold P. Threlkeld
                                             Address:
                                             213 East Calhoun Street
                                             Anderson, South Carolina 29622-0917