BYLAWS
                             OF
                  CCB FINANCIAL CORPORATION
                              
            Amended and Restated October 22, 1996
                              
                            Index
                              
                          ARTICLE I
                              
                           Offices
                              
          Section 1           Principal Office
          Section 2           Registered Office
          Section 3           Other Offices


                         ARTICLE II
                              
                  Meetings of Shareholders
                              
          Section 1          Place of Meetings
          Section 2          Annual Meetings
          Section 3          Substitute Annual Meeting
          Section 4          Special Meetings
          Section 5          Notice of Meetings
          Section 6          Voting Lists
          Section 7          Quorum
          Section 8          Proxies
          Section 9          Voting of Shares


                         ARTICLE III
                              
                          Directors
                              
          Section 1           General Powers
          Section 2           Number, Term and Qualifications
          Section 3           Retirement
          Section 4           Election of Directors
          Section 5           Removal
          Section 6           Vacancies
          Section 7           Chairman and Vice Chairmen of the Board
          Section 8           Compensation


                         ARTICLE IV
                              
                     Executive Committee
                              
          Section 1           Appointment
          Section 2           Meetings
          Section 3           General Powers


                          ARTICLE V
                              
                    Nominating Committee


                         ARTICLE VI
                              
            Audit Committee and Other Committees
                              
          Section 1           Audit Committee
          Section 2           Other Committees


                         ARTICLE VII
                              
                    Meetings of Directors
                              
          Section 1           Regular Meetings
          Section 2           Special Meetings
          Section 3           Notice of Meetings
          Section 4           Waiver of Notice
          Section 5           Quorum
          Section 6           Manner of Acting
          Section 7           Presumption of Assent
          Section 8           Informal Action by Directors


                        ARTICLE VIII
                              
                          Officers
                              
          Section 1          Number
          Section 2          Election and Term
          Section 3          Removal
          Section 4          Compensation
          Section 5          President
          Section 6          Additional Duties of President
          Section 7          Duties of Executive Vice
                             Presidents, Senior Vice
                             Presidents, First Vice
                             Presidents, and Vice Presidents
          Section 8          Secretary
          Section 9          Assistant Secretaries
          Section 10         Controller
          Section 11         Assistant Controllers
          Section 12         Duties of Other Officers
          Section 13         Bonds


                         ARTICLE IX
                              
            Contracts, Loans, Checks and Deposits
                              
          Section 1           Contracts
          Section 2           Loans
          Section 3           Checks and Drafts
          Section 4           Deposits


                          ARTICLE X
                              
         Certificates for Shares and Their Transfer
                              
          Section 1           Certificates for Shares
          Section 2           Transfer of Shares
          Section 3           Closing Transfer Books and
                              Fixing Record Date
          Section 4           Lost Certificates
          Section 5           Holder of Record


                         ARTICLE XI
                              
                     General Provisions
                              
          Section 1           Dividends
          Section 2           Seal
          Section 3           Share Certificates
          Section 4           Waiver of Notice
          Section 5           Amendments
          Section 6           Fiscal Year
          Section 7           Notification of Indemnification
          Section 8           Indemnification


                         ARTICLE XII
                              
                   Additional Constituents

                              
                              
                           BYLAWS
                             OF
                  CCB FINANCIAL CORPORATION
                              
            Amended and Restated October 22, 1996
                              
                          ARTICLE I
                              
                           Offices

    Section 1.  Principal Office:  The principal office of the
corporation  shall be located at 111 Corcoran Street,  Durham,
North Carolina.

    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 from  time
to  time  may  determine, or as the affairs of the Corporation
may require.

                         ARTICLE II
                              
                  Meetings of Shareholders

     Section   1.    Place  of  Meetings:   All  meetings   of
shareholders  shall  be held at the principal  office  of  the
Corporation or at such other place, either within  or  without
the  State  of North Carolina, as shall be designated  in  the
notice of the meeting.

    Section  2.   Annual  Meetings:   The  annual  meeting  of
shareholders shall be determined by the Board of Directors  of
the  Corporation and shall be held during the  first  six  (6)
calendar  months  of  each year, for the purpose  of  electing
directors of the Corporation and for the transaction  of  such
other business as properly may be brought before the meeting.

    Section  3.   Substitute Annual Meeting:   If  the  annual
meeting shall not be held within the period of time designated
by  these Bylaws, a substitute annual meeting may be called in
accordance  with the provisions of Section 4 of this  Article.
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  Chairman,  any
Vice  Chairman, President or by the Board of Directors of  the
Corporation.

    Section 5.  Notice of Meetings:  Written or printed notice
stating the time, place, day and hour of the meeting shall  be
delivered not less than ten (10) nor more than fifty (50) days
before the date thereof, either personally or by mail,  by  or
at  the  direction of the Chairman, Vice Chairman,  President,
Secretary  or  other  person  calling  the  meeting,  to  each
shareholder  of record entitled to vote at such  meeting.   If
mailed,  such  notice  shall be deemed to  be  delivered  when
deposited  in  the  United  States  mail,  addressed  to   the
shareholder at his address as it appears on the stock transfer
books of the Corporation, with postage thereon prepaid.

    In the case of an annual or substitute annual meeting, the
notice of meeting need not specifically state the business  to
be  transacted  thereat unless such a statement  is  expressly
required  by  the  provisions of the North  Carolina  Business
Corporation Act.  In the case of a special meeting, the notice
of  meeting  shall specifically state the purpose or  purposes
for which the meeting is called.

    When  a meeting is adjourned for thirty (30) days or more,
notice of the adjourned meeting shall be given as in the  case
of  an original meeting.  When a meeting is adjourned for less
than  thirty  (30)  days  in any one adjournment,  it  is  not
necessary  to  give any notice of the adjourned meeting  other
than  by  announcement at the meeting at which the adjournment
is taken.

   Section 6.  Voting Lists:  After fixing a record date for a
meeting, the Corporation shall prepare an alphabetical list of
the  names of all the shareholders who are entitled to  notice
of  the shareholders' meeting.  The list shall be arranged  by
voting group (and within each voting group by class and series
of  shares) and show the address of and number of shares  held
by each shareholder.

    The shareholder list shall be available for inspection  by
any  shareholder, beginning two business days after notice  of
the  meeting  is  given for which the list  was  prepared  and
continuing through the meeting, at the Corporation's principal
office  or at a place identified in the meeting notice in  the
city  where the meeting will be held.  A shareholder,  or  his
agent  or  attorney, is entitled to inspect and copy the  list
during  regular business hours and at this own expense, during
the period it is available for inspection.

   The Corporation shall make the shareholders' list available
at the meeting, and any shareholder, his agent, or attorney is
entitled to inspect the list at any time during the meeting or
any adjournment thereof.

    Section  7.   Quorum:  The holders of a  majority  of  the
outstanding  shares  of  the  Corporation  entitled  to  vote,
represented in person or by proxy, shall constitute  a  quorum
at  a  meeting  of shareholders, except that at  a  substitute
annual  meeting  of shareholders the number  of  shares  there
represented  either in person or by proxy,  even  though  less
than a majority, shall constitute a quorum for the purpose  of
such meeting.

    The  shareholders present at a duly organized meeting  may
continue to do business until adjournment, notwithstanding the
withdrawal of enough shareholders to leave less than a quorum.

   In the absence of a quorum at the opening of any meeting of
shareholders, such meeting may be adjourned from time to  time
by  a  vote of the majority of the shares voting on the motion
to  adjourn; and at any adjourned meeting at which a quorum is
present  any business may be transacted which might have  been
transacted at the original meeting.

    Section 8.  Proxies:  Shares may be voted either in person
or  by  one  or  more  agents authorized by  a  written  proxy
executed by the shareholder or by his duly authorized attorney-
in-fact.  Such proxy shall be filed with the Secretary of  the
Corporation before or at the time of the meeting.  A proxy  is
not  valid after the expiration of eleven (11) months from the
date of its execution unless the person executing it specifies
therein  the  length of time for which it is  to  continue  in
force, or limits its use to a particular meeting, but no proxy
shall  be  valid  after ten (10) years from the  date  of  its
execution.

    Section  9.   Voting  of Shares:  Each  outstanding  share
having  voting rights shall be entitled to one  vote  on  each
matter submitted to a vote at a meeting of shareholders.

    Except in the election of directors as provided in Section
4  of  Article III, the vote of a majority of the shares voted
on  any  matter at a meeting of shareholders at which a quorum
is  present  shall  be  the act of the  shareholders  on  that
matter, unless the vote of a greater number is required by law
or  by  the Charter or Bylaws of this Corporation.  Voting  on
all matters except the election of directors shall be by voice
vote or by a show of hands unless the holders of one-tenth  of
the  shares  represented at the meeting shall,  prior  to  the
voting  on any matter, demand a ballot vote on that particular
matter.

   Shares of its own stock owned indirectly by the Corporation
through  a  subsidiary corporation or otherwise shall  not  be
voted and shall not be counted in determining the total number
of  shares  entitled to vote, except that  shares  held  in  a
fiduciary  capacity may be voted and shall be counted  to  the
extent provided by law.

                         ARTICLE III
                              
                          Directors

    Section  1.  General Powers:  The business and affairs  of
the Corporation shall be managed by the Board of Directors  or
by  such  Executive  Committees as  the  Board  may  establish
pursuant to these Bylaws.

   Section 2.  Number, Term and Qualifications:  The number of
directors  constituting the Board of Directors  shall  be  not
less  than five (5) nor more than thirty (30) as may be  fixed
or  changed from time to time, within the minimum and maximum,
by  the  shareholders or by the Board of Directors.  Directors
need  not  be  residents of the State  of  North  Carolina  or
shareholders of the Corporation.

    Section 3.  Retirement:  Each director shall retire at the
regularly  scheduled  meeting of  shareholders  following  his
attainment  of  the  age  of  70 years  whether  or  not  such
director's  term  as  a  director  has  expired.    Should   a
director's  responsibilities be diminished from that  business
or  professional position occupied at the time of the election
as  director, then the retirement provision would be the  same
as  that  for  reaching the age 70.  The  Board  can  annually
exempt  the retirement provision by resolution at a  regularly
scheduled director's meeting prior to the Annual Shareholder's
Meeting.

    Section 4.  Election of Directors:  Except as provided  in
Section  6 of this Article, the directors shall be elected  at
the  annual meeting of the shareholders; and those persons who
receive  the highest number of votes shall be deemed  to  have
been  elected.   If  any shareholder so demands,  election  of
directors shall be by secret ballot.

    Section  5.   Removal:  Any director may be  removed  from
office with cause by a vote of shareholders holding a majority
of  the  shares entitled to vote at an election of  directors.
However,  unless the entire Board of Directors is removed,  an
individual director may not be removed if the number of shares
voting  against  the removal would be sufficient  to  elect  a
director  if such shares were voted cumulatively at an  annual
election.  If any directors are so removed, new directors  may
be elected at the same meeting.

   Section 6.  Vacancies:  A 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 shareholders  or  by
the  Board of Directors, whichever group shall act first.   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.

   Section 7.  Chairman and Vice Chairmen of the Board:  There
may  be a Chairman of the Board of Directors, and one or  more
Vice  Chairmen  of  the  Board of Directors,  elected  by  the
Directors  from their number at any meeting of  the  Board  of
Directors.  The Chairman shall preside at all meetings of  the
Board  of  Directors and perform such other duties as  may  be
directed  by  the Board of Directors.  The Vice  Chairmen,  in
their  order of appointment, shall perform the duties  of  the
Chairman in the absence or inability of the Chairman  to  act.
The  Vice Chairmen also shall perform such other duties as may
be directed by the Chairman and the Board of Directors.

    Section  8.   Compensation:  The Board  of  Directors  may
compensate  directors  for  their services  as  such  and  may
provide  for the payment of all expenses incurred by directors
in  attending  regular and special meetings of  the  Board  of
Directors.

                         ARTICLE IV
                              
                     Executive Committee

    Section  1.   Appointment:  The  Board  of  Directors,  by
resolution  adopted by a majority of the Board  of  Directors,
shall annually appoint an Executive Committee, which shall  be
composed of at least three (3) of its members, who shall serve
until their successors are appointed.

    Section 2.  Meetings:  The Executive Committee shall  meet
at  such  intervals as shall be established by the  Committee,
but  not  less frequently than monthly.  All regular  meetings
shall  be  held  at  the principal office of the  Corporation,
unless the Committee shall designate another location.

    Section  3.  General Powers:  The Executive Committee,  to
the  extent authorized by law, 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 Committee shall be
as  binding upon the Corporation as if done by the full  Board
of  Directors.  Such action is to be reported to the Board  of
Directors  for  review  at  its next  meeting  following  such
action.

                          ARTICLE V
                              
                    Nominating Committee

    Only  persons  who  are nominated in accordance  with  the
provisions set forth in these bylaws shall be eligible  to  be
elected  as  directors  at an annual  or  special  meeting  of
shareholders.   Nomination  for  election  to  the  Board   of
Directors shall be made by or at the direction of the Board of
Directors or a Nominating Committee appointed by the Board  of
Directors.   Such  Nominating  Committee  shall  meet  at  the
request  of the President at least annually and shall  include
at least three (3) directors.

    Nomination  for  election of any person to  the  Board  of
Directors may also be made by a shareholder entitled  to  vote
on  such election if written notice of the nomination of  such
person  shall  have  been delivered to the  Secretary  of  the
Corporation  at  the principal office of the  Corporation  not
less than 60 days nor more than 90 days prior to any annual or
special  meeting called for the purpose of electing directors;
provided, however, that if less than 70 days' notice of  prior
public disclosure of the date of such meeting is given or made
to  shareholders, notice by the shareholder to be timely  must
be  so  received not later than the close of business  on  the
tenth  day following the day on which such notice of the  date
of such meeting or such public disclosure was made.  Each such
notice  shall  set  forth:  (a) the name and  address  of  the
shareholder  who  intends  to  make  the  nomination;  (b)   a
representation that such shareholder is a holder of record  of
shares of the Corporation entitled to vote at such meeting and
intends  to  appear in person or by proxy at  the  meeting  to
nominate the person or persons specified in the notice; (c) as
to  each  person  to be nominated (i) such person's  name  and
address,   employment  history  for  the  past   five   years,
affiliations,   if  any,  with  the  Corporation   and   other
corporations,   the  class  and  number  of  shares   of   the
Corporation that are owned of record or beneficially  by  such
person  and  information concerning any transactions  in  such
shares within the prior 60 days, whether such person has  been
convicted   in   a  criminal  proceeding  (excluding   traffic
violations or similar misdemeanors) within the past five years
and  the details thereof, whether such person has been a party
to  any proceeding or subject to any judgment, decree or final
order   with  respect  to  violations  of  federal  or   state
securities  laws  within the past five years and  the  details
thereof,   and   the  detail  of  any  contract,  arrangement,
understanding or relationships with any person with respect to
any  securities of the Corporation, (ii) such person's written
consent  to  being  named as a nominee and  to  serving  as  a
director   if  elected,  and  (iii)  a  description   of   all
arrangements  or  understandings between the  shareholder  and
each  nominee  and  any other person or persons  (naming  such
person  or  persons)  pursuant  to  which  the  nomination  or
nominations  are to be made by the shareholder.  The  chairman
of the meeting may refuse to acknowledge the nomination of any
person not made in compliance with the forgoing procedure.


                         ARTICLE VI
                              
            Audit Committee and Other Committees

    Section 1.  Audit Committee:  The Board of Directors shall
annually  appoint an Audit Committee from among  its  members,
none of whose voting members shall be salaried officers of the
Corporation,  and  whose number will include  at  least  three
directors.   The Audit Committee will meet at the  request  of
the  Chairman  of  the  Board or the President  but  not  less
frequently than annually.  The primary functions of the  Audit
Committee  are  to provide additional assurance regarding  the
integrity  of the financial information used by the  Board  of
Directors and distributed to the public by the Corporation and
to  oversee  and  monitor the activities of the  Corporation's
internal and external processes.

    Section 2.  Other Committees:  To the extent permitted  by
law, the Board of Directors may appoint such other committees,
either  standing or special, for such purposes and  with  such
powers as the Board of Directors may determine.

                         ARTICLE VII
                              
                    Meetings of Directors

    Section  1.  Regular Meetings:  A regular meeting  of  the
Board of Directors shall be held immediately after, and at the
same  place  as,  the  annual  meeting  of  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,  the President or any two directors.  Such  meetings
may  be  held  either  within or without the  State  of  North
Carolina.

    Section 3.  Notice of Meetings:  Regular meetings  of  the
Board  of  Directors  may  be held  without  notice.   Special
meetings  of  the Board of Directors shall be held  upon  such
notice sent by any usual means of communication not less  than
twenty-four (24) hours before the meeting.

    Section  4.   Waiver  of Notice:  Any director  may  waive
notice  of  any  meeting.  The attendance by a director  at  a
meeting  shall constitute a waiver of notice of such  meeting,
except  where  a  director attends a meeting for  the  express
purpose  of  objecting  to  the transaction  of  any  business
because the meeting is not lawfully called or convened.

    Section  5.  Quorum:  A majority of the Board of Directors
fixed  by  these  Bylaws shall constitute  a  quorum  for  the
transaction  of  business  at any  meeting  of  the  Board  of
Directors.

   Section 6.  Manner of Acting:  Except as otherwise provided
in  the  Bylaws,  the  act of the 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  of  the
Corporation  who  is  present at a meeting  of  the  Board  of
Directors  at  which action on any corporate matter  is  taken
shall  be presumed to have assented to the action taken unless
his  contrary  vote  is recorded or his dissent  is  otherwise
entered in the minutes of the meeting or unless he shall  file
his  written dissent to such action with the person acting  as
the Secretary of the meeting before the adjournment thereof or
shall forward such dissent by registered mail to the Secretary
of  the  Corporation immediately after the adjournment of  the
meeting.   Such right to dissent shall not apply to a director
who voted in favor of such action.

    Section 8.  Informal Action by Directors:  Action taken by
the  directors without a meeting is nevertheless action by the
Board  of  Directors  if  written consent  to  the  action  in
question  is  signed by all the directors and filed  with  the
minutes  of the proceedings of the Board of Directors, whether
done before or after the action so taken.

                        ARTICLE VIII
                              
                          Officers

    Section 1.  Number:  The officers of the Corporation shall
consist of a Chairman of the Board, one or more Vice Chairmen,
President, one or more Executive Vice Presidents, one or  more
Senior Vice Presidents, one or more First Vice Presidents, and
other  specifically  designated Vice Presidents  or  Assistant
Vice  Presidents  as  may  be  determined  by  the  Board   of
Directors,  a  Secretary  and  Assistant  Secretaries,  and  a
Controller and Assistant Controllers and other titled officers
as  may  be  deemed necessary or advisable  by  the  Board  of
Directors,  each  of  which  officers  or  assistant  officers
thereto shall have such powers as may be delegated to them  by
the  Board of Directors and by these Bylaws.  Any two or  more
offices may be held by the same person, except that no officer
may  act in more than one capacity where action of two or more
officers is required.

    Section  2.   Election  and Term:   The  officers  of  the
Corporation shall be elected by the Board of Directors.   Such
elections may be held at any regular or special meeting of the
Board of Directors.  Each officer shall hold office until  his
death, resignation, retirement, removal, disqualification,  or
his  successor  is  elected and qualified, each  such  officer
serving at the pleasure of the Board of Directors.

    Section  3.   Removal:  Any officer or  agent  elected  or
appointed  by  the Board of Directors may be  removed  by  the
Board with or without cause; but such removal shall be without
prejudice  to  the contract rights, if any, of the  person  so
removed.

   Section 4.  Compensation:  The compensation of all officers
of  the  Corporation shall be fixed by the Board of  Directors
or, as delegated by the Board, by the Compensation Committee.

    Section  5.   President:  The President,  subject  to  the
control of the Board of Directors, shall supervise and control
the  management  of the Corporation in accordance  with  these
Bylaws.  He shall be a member of the Board of Directors.

   Section 6.  Additional Duties of President:  The President,
subject to the control of the Board of Directors, shall  sign,
with any other proper officer, certificates for shares of  the
Corporation   and   any  deeds,  leases,   mortgages,   bonds,
contracts, or other instruments which may be lawfully executed
on  behalf  of  the  Corporation,  except  where  required  or
permitted  by  law  to be otherwise signed  and  executed  and
except  where  the  signing  and execution  thereof  shall  be
delegated  by the Board of Directors to some other officer  or
agent,  and, in general, he shall perform all duties  incident
to  the  office of President and such other duties as  may  be
prescribed by the Board of Directors from time to  time.   The
President   shall  sign,  either  manually  or  by   facsimile
signature, all certificates of stock and shall have the  power
to  make  any  and  all  transfers of the  securities  of  the
Corporation.

    Section  7.   Duties of Executive Vice Presidents,  Senior
Vice  Presidents,  First Vice Presidents and Vice  Presidents:
The  duties of the Executive Vice Presidents, the Senior  Vice
Presidents,  First Vice Presidents and other  Vice  Presidents
shall be to perform the tasks assigned and exercise the powers
of  the office given to them as directed by the President  and
the Board of Directors.

    Section  8.  Secretary:  The Secretary shall keep accurate
records  of  the  acts  and proceedings  of  all  meetings  of
shareholders  and  directors.   He  shall  give  all   notices
required  by  law  and by the Bylaws.  He shall  have  general
charge of the Corporate books and records and of the Corporate
seal,  and  he shall affix the Corporate seal to any  lawfully
executed  instrument  requiring it.   He  shall  have  general
charge  of  the  stock transfer books of the  Corporation  and
shall  keep,  at  the registered or principal  office  of  the
Corporation,  a record of shareholders showing  the  name  and
address  of each shareholder and the number and class  of  the
shares  held by each.  He shall sign such instruments  as  may
require   his  signature,  either  manually  or  by  facsimile
signature, and, in general, shall perform all duties  incident
to  the  office of Secretary and such other duties as  may  be
assigned  him  from time to time by the President  or  by  the
Board of Directors.

    Section 9.  Assistant Secretaries:  In the absence of  the
Secretary  in the event of his death, inability or refusal  to
act, the Assistant Secretaries in the order of their length of
service  as Assistant Secretaries, unless otherwise determined
by  the  Board of Directors, shall perform the duties  of  the
Secretary, and when so acting shall have all the powers of and
be  subject to all the restrictions upon the Secretary.   They
shall perform such other duties as may be assigned to them  by
the Secretary, by the President, or by the Board of Directors.
Any Assistant Secretary may sign, with the President or a Vice
President certificates for shares of the Corporation.

    Section 10. Controller:  The Controller shall have custody
of  all funds and securities belonging to the Corporation  and
shall  receive,  deposit  or  disburse  the  same  under   the
direction of the Board of Directors.  He shall keep  full  and
accurate accounts of the finances of the Corporation in  books
especially  provided for that purpose; and he  shall  cause  a
true  statement of its assets and liabilities as of the  close
of  each fiscal year and of the results of its operations  and
of  changes in surplus for such fiscal year, all in reasonable
detail,  to  be made and filed at the registered or  principal
office of the Corporation within four (4) months after the end
of  such  fiscal year and be available for inspection  by  any
shareholder for a period of ten (10) years; and the Controller
shall  mail  or  otherwise deliver a copy of the  latest  such
statement   to  any  shareholder  upon  his  written   request
therefor.   The  Controller,  in general,  shall  perform  all
duties incident to his office and such other duties as may  be
assigned to him from time to time by the President or  by  the
Board of Directors.

     Section   11.   Assistant  Controllers:   The   Assistant
Controllers  shall  perform in the order of  their  length  of
services   as  Assistant  Controllers,  in  the   absence   or
disability  of  the Controller, the duties  and  exercise  the
powers  of the Controller, and they shall perform, in general,
such  other  duties  as  shall be  assigned  to  them  by  the
Controller or by the President or by the Board of Directors.

    Section 12. Duties of Other Officers:  The duties  of  all
officers  and  employees not defined  and  enumerated  in  the
Bylaws shall be prescribed and fixed by the President and,  in
carrying  out the authority to do all other acts necessary  to
be  done  to carry out the prescribed duties, unless otherwise
ordered  by the Board of Directors, shall include but  not  be
limited  to  the  power  to sign, certify  or  endorse  notes,
certificates of indebtedness, deeds, checks, drafts  or  other
contracts  for and on behalf of the Corporation  and/or  affix
the  seal of the Corporation to such documents as may  require
it.

     Section  13.  Bonds:   The  Board  of  Directors  may  by
resolution  require any or all officers, agents and  employees
of  the  Corporation  to  give bond to the  Corporation,  with
sufficient  sureties, conditioned on the faithful  performance
of the duties of their respective offices or positions, and to
comply with such other conditions as may from time to time  be
required by the Board of Directors.

                         ARTICLE IX
                              
            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,  lease, or to  execute  and  deliver  any
instrument  on  behalf of the Corporation, and such  authority
may  be general or confined to specific instances.  The  Board
of  Directors  may  enter into employment  contracts  for  any
length of time it deems wise.

    Section 2.  Loans:  No loans shall be contracted on behalf
of  the Corporation and no evidences of indebtedness shall  be
issued  in its name unless authorized by a resolution  of  the
Board of Directors.  Such authority may be general or specific
in nature and scope.

   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 from time
to  time  shall be determined by resolution of  the  Board  of
Directors.

    Section  4.   Deposits:  All funds of the Corporation  not
otherwise employed from time to time shall be deposited to the
credit of the Corporation in such depositories as the Board of
Directors shall direct.

                          ARTICLE X
                              
         Certificates for Shares and Their Transfer

     Section   1.    Certificates  for  Shares:   Certificates
representing shares of the Corporation shall be issued in such
form  as  the  Board  of Directors shall  determine  to  every
shareholder  for the fully paid shares owned  by  him.   These
certificates  shall  be signed by the President  or  any  Vice
President and the Secretary, an Assistant Secretary, Treasurer
or  an  Assistant  Treasurer.   They  shall  be  consecutively
numbered or otherwise identified; and the name and address  of
the persons to whom they are issued, with the number of shares
and  the date of issue, shall be entered on the stock transfer
books of the Corporation.

    Section 2.  Transfer of Shares:  Transfer of shares  shall
be  made  on the stock transfer books of the Corporation  only
upon surrender of the certificates for the shares sought to be
transferred  by  the  record holder thereof  or  by  his  duly
authorized  agent,  transferee, or legal representative.   All
certificates surrendered for transfer shall be canceled before
new certificates for the transferred shares shall be issued.

    Section 3.  Closing Transfer Books and Fixing Record Date:
For the purpose of determining shareholders entitled to notice
of   or  to  vote  at  any  meeting  of  shareholders  or  any
adjournment  thereof, or entitled to receive  payment  of  any
dividend,  or in order to make a determination of shareholders
for  any  other  proper purpose, the Board  of  Directors  may
provide  that the stock transfer books shall be closed  for  a
stated period but not to exceed, in any case, fifty (50) days.
If the stock transfer books shall be closed for the purpose of
determining shareholders entitled to notice of or to vote at a
meeting  of  shareholders, such books shall be closed  for  at
least ten (10) days immediately preceding such meeting.

    In lieu of closing the stock transfer books, the Board  of
Directors may fix in advance a date as the record date for any
such  determination of shareholders, such record date  in  any
case  to  be not more than fifty (50) days and, in case  of  a
meeting   of  shareholders,  not  less  than  ten  (10)   days
immediately preceding the date on which the particular action,
requiring such determination of shareholders, is to be taken.

    If  the stock transfer books are not closed and no  record
date  is  fixed for the determination of shareholders entitled
to  notice  of  or  to vote at a meeting of  shareholders,  or
shareholders  entitled to receive payment of a  dividend,  the
date  on which notice of the meeting is mailed or the date  on
which the resolution of the Board of Directors declaring  such
dividend  is adopted, as the case may be, shall be the  record
date for such determination of shareholders.

    When  a determination of shareholders entitled to vote  at
any  meeting of shareholders has been made as provided in this
section,  such  determination shall apply to  any  adjournment
thereof  except where the determination has been made  through
the  closing of the stock transfer books and the stated period
of closing has expired.

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

   Section 5.  Holder of Record:  The Corporation may treat as
absolute  owner of shares the person in whose name the  shares
stand  of record on its books just as if that person had  full
competency, capacity and authority to exercise all  rights  of
ownership  irrespective  of any knowledge  or  notice  to  the
contrary  or  any  description  indicating  a  representative,
pledge  or  other fiduciary relation or any reference  to  any
other  instrument  or  to  the  rights  of  any  other  person
appearing  upon  its  record or upon  the  share  certificate,
except that any person furnishing to the Corporation proof  of
his  appointment as a fiduciary shall be treated as if he were
a holder of record of its shares.

                         ARTICLE XI
                              
                     General Provisions

   Section 1.  Dividends:  The Board of Directors from time to
time  may  declare, and the Corporation may pay, the dividends
on its outstanding shares in the manner and upon the terms and
conditions provided by law and by its Charter.

    Section  2.   Seal:  The corporate seal of the corporation
shall  consists  of two concentric circles  between  which  is
"chartered 1982 Durham, North Carolina" and in the  center  of
which  is the name of the corporation; and such seal,  in  the
form approved and adopted by the Board of Directors, shall  be
the corporate seal of the corporation.

    Section 3.  Share Certificates:  The share certificates of
this  corporation shall be in a form approved by the Board  of
Directors  and shall indicate thereon a reference to  any  and
all restrictive conditions of said shares.

    Section  4.   Waiver of Notice:  Whenever  any  notice  is
required to be given to any shareholder or director under  the
provisions of the North Carolina Business Corporation  Act  or
under  the  provisions  of  the  Charter  or  Bylaws  of  this
Corporation, a waiver thereof in writing signed by the  person
or  persons entitled to such notice, whether before  or  after
the time stated therein, shall be equivalent to the giving  of
such notice.

    Section  5.   Amendments:  Except  as  otherwise  provided
herein, these Bylaws may be amended or repealed and new bylaws
may  be  adopted by the affirmative vote of a majority of  the
directors  then  holding  office at  any  regular  or  special
meeting of the Board of Directors.

   Except as may be approved by the shareholders, the Board of
Directors  shall have no power to adopt a bylaw: (1) providing
for  the management of the Corporation otherwise than  by  the
Board  of Directors or its Executive Committee; (2) increasing
or  decreasing  the number of directors; (3)  classifying  and
staggering  the  election of directors; or (4) requiring  more
than a majority of the voting shares for a quorum at a meeting
of  the shareholders or more than a majority of the votes cast
to  constitute action by the shareholders, except where higher
percentages are required by law.

     Section  6.   Fiscal  Year:   The  fiscal  year  of   the
Corporation shall be fixed by the Board of Directors.

   Section 7.  Notification of Indemnification:  The Secretary
of  the  Corporation, or his duly authorized  delegate,  shall
give  written  notice of any proposed change or  amendment  to
ARTICLE XI, Section 7 of the bylaws to each and every director
of  this  Corporation  and  of its subsidiary  and  affiliated
Corporations,   and  to  each  and  every  officer   of   said
Corporations who would be affected thereby.  Such notice shall
be  delivered by first class mail to the interested  party  at
his  or  her  address  as  disclosed in  the  records  of  the
Corporation  with  which  he/she is affiliated.   Such  notice
shall  be delivered at least fourteen (14) days prior  to  the
date  on  which action upon the proposed amendment  is  to  be
taken,  and shall set forth the substance of the amendment  as
proposed.

    Section  8.  Indemnification:  Any person who  is  or  was
serving as a member of the Board of Directors of CCB Financial
Corporation, or who is or was serving, at the request  of  CCB
Financial  Corporation, as a member of the Board of  Directors
of  a  subsidiary or affiliated corporation of  CCB  Financial
Corporation, shall be indemnified by CCB Financial Corporation
to  the fullest extent from time to time permitted by the  law
of  North Carolina and/or any applicable federal law,  against
liability  including, but not limited to, judgments,  decrees,
fines,  penalties, excise taxes and amounts paid in settlement
actually  and  reasonably incurred by him/her, and  litigation
expenses,  including  costs  and  reasonable  attorney   fees,
incurred by the Director arising out of his or her status as a
Director  or  out of his or her activities in  that  capacity.
Indemnification  as  provided in this Article  shall,  to  the
fullest extent permitted by law, extend to and cover all  such
liability and litigation expenses incurred by the Director  in
connection   with,  or  in  consequence  of,  any  threatened,
pending,  or  completed  action,  suit  or  other  proceeding,
whether  civil  or criminal, administrative or  investigative,
formal or informal, and whether or not brought by or on behalf
of  CCB  Financial  Corporation or  otherwise,  to  which  the
Director  is  made, or is threatened to be made,  a  party  by
reason of the fact that he or she is or was a Director of  CCB
Financial  Corporation or is or was a Director of a subsidiary
or  affiliated  corporation serving  at  the  request  of  CCB
Financial Corporation.

    To  the fullest extent permitted by law, expenses incurred
by   a  Director  in  defending  any  such  action,  suit,  or
proceeding  shall  be  paid  by CCB Financial  Corporation  in
advance  of  the  final disposition of such action,  suit,  or
proceeding  upon receipt by the Corporation of  an  unsecured,
written promise by the Director or on the Director's behalf to
repay any and all amounts so paid by CCB Financial Corporation
unless it shall ultimately be determined that the Director  is
entitled  to  be  indemnified  by  CCB  Financial  Corporation
against such expenses.

    All officers of the Corporation shall have rights co-equal
and co-extensive to those provided for Directors herein.

     PROVIDED,  however,  that  no  indemnification  shall  be
permitted for any Director or Officer included herein  against
liability or litigation expenses which may be incurred by such
Director  or  Officer  on account of any  activities  of  such
Director  or  Officer known or believed  by  the  Director  or
Officer  at the time taken to be clearly in conflict with  the
best  interest  of  CCB Financial Corporation  or   any  other
corporation,  partnership,  joint  venture,  trust  or   other
enterprise which the Director or Officer is or was serving  or
employed by at the request of CCB Financial Corporation.

   The Board of Directors is hereby authorized to take any and
all  such  action  as  may  be necessary  and  appropriate  to
authorize  or  in CCB Financial Corporation to carry  out  the
purposes  of  this  Article including,  but  not  limited  to,
authorizing  the  Corporation to  enter  into  indemnification
agreements  with  Directors and Officers included  herein,  or
such  other agreements as may be necessary and appropriate  to
carry out the purposes of this Article.

    The  rights  provided for Directors  and  stated  Officers
herein shall be in addition to and not exclusive of any  other
rights  to  which  they may be or become  entitled  under  the
General  Statutes  of  North  Carolina,  or  under  any  other
statutes, insurance policies, or other agreements of any kind.

                         ARTICLE XII
                              
                   Additional Constituents

   In connection with the exercise of its or their judgment in
determining  what is in the best interests of the  Corporation
and   its  shareholders,  the  Board  of  Directors   of   the
Corporation, any committee of the Board of Directors,  or  any
individual  director may, but shall not  be  required  to,  in
addition to considering the long-term and short-term interests
of the shareholders, consider any of the following factors and
any  other  factors which it or they deem relevant:   (i)  the
social and economic effects of the matter to be considered  on
the Corporation and its subsidiaries, its and their employees,
depositors,  customers, and creditors, and the communities  in
which  the  Corporation and its subsidiaries  operate  or  are
located; and (ii) when evaluating a business combination or  a
proposal  by  another person or persons  to  make  a  business
combination  or  a  tender  or exchange  offer  or  any  other
proposal  relating  to a potential change of  control  of  the
Corporation or any of its subsidiaries or the sale of  all  or
substantially all of the assets of the Corporation or  any  of
its  subsidiaries (x) the business and financial condition and
earnings   prospects  of  the  acquiring  person  or  persons,
including, but not limited to, debt service and other existing
financial obligations, financial obligations to be incurred in
connection  with  the acquisition, and other likely  financial
obligations  of  the  acquiring person  or  persons,  and  the
possible  effect  of such conditions upon the Corporation  and
its  subsidiaries and the communities in which the Corporation
and   its  subsidiaries  operate  or  are  located,  (y)   the
competence, experience, and integrity of the acquiring  person
or  persons and its or their management, and (z) the prospects
for  successful conclusion of the business combination,  offer
or  proposal.  The provisions of this Article shall be  deemed
solely  to grant discretionary authority to the directors  and
shall  not be deemed to provide to any constituency the  right
to  be considered.  As used in this Article, the term "person"
means   any   individual,  partnership,   firm,   corporation,
association,  trust,  unincorporated  organization  or   other
entity;  and,  when two or more persons act as a  partnership,
limited  partnership,  syndicate, or  other  group  acting  in
concert  for  the  purpose of acquiring,  holding,  voting  or
disposing  of securities of the Corporation, such partnership,
limited partnership, syndicate or group shall also be deemed a
"person" for purposes of this Article.