16

                             BYLAWS
                               OF
                    CCB FINANCIAL CORPORATION

               Amended and Restated April 21, 1998

                              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, Executive Vice
                              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 April 21, 1998

                            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  nine nor more than 23 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.
The  directors  shall be divided into three  classes,  as  nearly
equal  in  number as may be, to serve in the first  instance  for
terms  of  one, two and three years, respectively, and thereafter
the  successors in each class of directors shall  be  elected  to
serve for terms of three years.  In the event of any increase  or
decrease in the number of directors, the additional or eliminated
directorships shall be so classified or chosen that  all  classes
of  directors shall remain or become as nearly equal in number as
may be.

    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,  Executive  Vice  Chairman  and  Vice
Chairmen  of  the Board:  There may be a Chairman,  an  Executive
Vice  Chairman  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
Executive Vice Chairman and then the Vice Chairmen (in  order  of
their   appointment)   shall   succeed   to   the   rights    and
responsibilities of the Chairman in the absence or  inability  of
the  Chairman to act.  The Executive Vice Chairman and  the  Vice
Chairmen  also shall perform such other duties as may be directed
by the Chairman or 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, an Executive Vice  Chairman,
one  or  more  Vice Chairmen, a President, one or more  Executive
Vice  Presidents, one or more Senior Vice Presidents, one or more
First  Vice  Presidents,  and such other specifically  designated
Vice Presidents or Assistant Vice Presidents as may be determined
by the Board of Directors, a Secretary and Assistant Secretaries,
a  Controller  and  Assistant Controllers and such  other  titled
officers as may be deemed necessary or advisable by the Board  of
Directors,  each  of which officers or assistant  officers  shall
have  such  powers as may be delegated to them by  the  Board  of
Directors  or  by these Bylaws.  Any two or more offices  may  be
held  by the same person, except that no officers 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.