STATE OF SOUTH CAROLINA           John C. Campbell
                               SECRETARY OF STATE            Secretary of State
                                                                    FILED
                            ARTICLES OF INCORPORATION             Feb. 24, 1984
                                       OF
                           MARION NATIONAL CORPORATION

1.       The name of the proposed corporation is Marion National Corporation.

2.       The initial  registered office of the corporation is 301 North Main St.
         located in the city of Marion,  county of Marion and the State of South
         Carolina and the initial registered agent at such address is Chester A.
         Duke.

3. The period of duration shall be perpetual.

4. The corporation is authorized to issue shares of stock as follows:

         Class of Shares      Authorized No. of Each Class       Par Value
         ---------------      ----------------------------       ---------
         Common stock         120,000                            $5.00 per share

         If  shares  are  divided  into two or more  classes  or if any class of
         shares is divided  into series  within a class,  the  relative  rights,
         preferences,  and limitations of the shares of each class,  and of each
         series within a class, are as follows:

5.       Total authorized capital stock $600,000.00.  Please see instructions on
         Page 4.

6.       It is represented  that the  corporation  will not begin business until
         there has been paid into the corporation the minimum  consideration for
         the issue of  shares,  which is $1,000 of which at least  $500.00 is in
         cash.

7.       The number of directors  constituting the initial board of directors of
         the  corporation  is 10, and the names and addresses of the persons who
         are  to  serve  as  directors   until  the  first  annual   meeting  of
         shareholders or until their successors be elected and qualify are:

          Name                              Address

          T.C. Atkinson, Jr.                912 N. Main St., Marion, SC 29571
          Chester A. Duke                   402 S. Main St., Marion, SC 29571
          Reaves H. Gasque                  1202 Bryant St., Marion, SC 29571
          D.C. McIntyre                     901 Willcox Ave., Marion, SC 29571
          J.M. McLendon                     401 S. Main St., Marion, SC 29571
          Robert A. Scott                   316 Lipscomb St., Marion, SC 29571
          Mrs. Lurine B. Stedman            901 N. Main St., Marion, SC 29571
          William F. Thompson               1002 N. Main St., Marion, SC 29571
          M.C. Woods, Jr.                   201 E. Godbold St., Marion, SC 29571
          F.T. Zeman                        322 Elizabeth St., Marion, SC 29571

8.       The  general  nature  of the  business  for which  the  corporation  is
         organized is (it is not  necessary to set forth in the purposes  powers
         enumerated in Section (33-3-10) of 1976 Code).

         To engage  directly or indirectly in banking and financial  activities,
and activities  closely  related to banking or managing or controlling  banks to
the full extent  that may from time to time be deemed  permissible  by law;  and
also to engage in all incidental  activities  necessary to conduct the aforesaid
activities.

9.  Provisions  which the  incorporators  elect to  include in the  articles  of
incorporation are as follows:

         (a) When any  proposed  merger or purchase or sale of assets not in the
ordinary course of business is on the agenda for a shareholder's meeting and the
said proposal is not  recommended  by the Board of Directors,  80% of the shares
issued shall constitute a quorum for the said shareholder's meeting;


<PAGE>




         (b) A vote of 80% of the shares issued shall be required to approve any
proposed  merger or  purchase  or sale of assets not in the  ordinary  course of
business which is not recommended by the Board of Directors;

         (c) In addition to all  requirements  of law, all  directors  must have
been residents of the corporate market area for at least six (6) months prior to
their election,  unless the said requirement is waived by the Board of Directors
then sitting by a 82% vote.

10. The name and address of each incorporator is.

    Name                   Street & Box No.       City          County    State

    T.C. Atkinson, Jr.     912 N. Main St.        Marion        Marion    S.C.
    Chester A. Duke        402 S. Main St.        Marion        Marion    S.C.
    J.M. McLendon          401 S. Main St.        Marion        Marion    S.C.
    M.C. Woods, Jr.        201 E. Godbold St.     Marion        Marion    S.C.



                               S/ T.C. Atkinson, Jr.
                              (Signature of Incorporator)

                               T.C. Atkinson, Jr.
                               (Type or Print Name)


                               S/ Chester A. Duke
                               (Signature of Incorporator)

                               Chester A. Duke
                               (Type or Print Name)


                                S/ J.M. McLendon
                                (Signature of Incorporator)

                                  J.M. McLendon
                                (Type or Print Name)


Date:  January 20, 1984          S/ M.C. Woods, Jr.
       ----------------          ------------------
                                (Signature of Incorporator)

                                 M.C. Woods, Jr.
                                (Type or Print Name)

                                        2

<PAGE>



STATE OF SOUTH CAROLINA

COUNTY OF MARION

         The undersigned T.C. Atkinson, Jr., Chester A. Duke, J.M. McLendon, and
M.C.  Woods,  Jr., do hereby certify that they are the  incorporators  of Marion
National Corporation and are authorized to execute this verification;  that each
of the  undersigned for himself does hereby further certify that he has read the
foregoing  document,  understands  the  meaning  and  purport of the  statements
therein  contained  and the same are  true to the  best of his  information  and
belief.


 S/ T.C. Atkinson, Jr.                  S/  Chester A. Duke
(Signature of Incorporator)                     (Signature of Incorporator)

                                        S/  J.M. McLendon
                                                (Signature of Incorporator)

                                        S/  M.C. Woods, Jr.
                                                (Signature of Incorporator)
                                               (Each Incorporator Must Sign)



                             CERTIFICATE OF ATTORNEY

11. I, Samuel B. Woods , an attorney  licensed to practice in the State of South
Carolina, certify that the corporation,  to whose articles of incorporation this
certificate  is attached,  has complied  with the  requirements  of chapter 7 of
Title 33 of the South  Carolina Code of 1976,  relating to the  organization  of
corporations,  and that in my opinion, the corporation is organized for a lawful
purpose.


Date:  February 15, 1984                             S/ Samuel B. Woods
     --------------------------------------        --------------------
                                                     SAMUEL B. WOODS

                                                   Address    104 W. Dozier St.
                                                              Marion, SC  29571








                                        3

<PAGE>



                      STATE OF SOUTH CAROLINA                    Jim Miles
                                                            Secretary of State
                       ARTICLES OF AMENDMENT                       FILED
                                                          February 11, 1994

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

1.       The name of the corporation is Marion National Corporation.

2. On March 30, 1988, the corporation adopted the following  Amendment(s) of its
Articles of Incorporation.

              (Type or attach the complete text of Each Amendment)

          On  recommendation  of the Board of Directors the authorized number of
          shares of common stock be increased to 225,000 shares.

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

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

         a.

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

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

<TABLE>
<CAPTION>
                                                                                                   Number of
                                Number of              Number of           Number of Votes         Undisputed*
              Voting            Outstanding            Votes Entitled      Represented             Shares Voted
              Group              Shares                to be Cast          at the meeting          For   Against
              ------            --------               ----------          --------------          -------------

<S>                             <C>                    <C>                 <C>                     <C>        <C>
              Shareholders      48,160                 48,160              37,872                  37,872     0
              Common Stock
</TABLE>

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

5.       Unless  a  delayed  date is  specified,  the  effective  date of  these
         Articles of Amendments  shall be the date of  acceptance  for filing by
         the Secretary of State (See  ss.33-1-230(b)).  This amendment effective
         March 30, 1988.

DATE: 2-11-94                      Marion National Corporation

                                   By: S/ Chester A. Duke
                                   (Signature)
                                   Chester A. Duke, President

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

                                        4

<PAGE>



                            STATE OF SOUTH CAROLINA               Jim Miles
                              SECRETARY OF STATE             Secretary of State
                                                                    FILED
                             ARTICLES OF AMENDMENT              April 15, 1994

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

1.       The name of the corporation is Marion National Corporation.

2. On April 6, 1994, the corporation  adopted the following  Amendment(s) of its
Articles of Incorporation.

              (Type or attach the complete text of Each Amendment)

                  To amend the  Charter to  increase  the  authorized  shares of
         common stock from 225,000  shares to 800,000 shares and to increase the
         amount of total authorized capital stock from $1,125,000 to $4,000,000.

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

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

         a.

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

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

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

<S>                             <C>                    <C>                 <C>                     <C>        <C>
              Shareholders      191,140                191,140             135,634                 135,634    0
              Common Stock
</TABLE>


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

5.       Unless  a  delayed  date is  specified,  the  effective  date of  these
         Articles of Amendments  shall be the date of  acceptance  for filing by
         the Secretary of State (See  ss.33-1-230(b)).  This amendment effective
         4-6-94.

DATE:    4-6-94                             Marion National Corporation


                                            By:  S/ Chester A. Duke
                                            (Signature)

                                            Chester A. Duke, President

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

                                        5

<PAGE>



                            STATE OF SOUTH CAROLINA               Jim Miles
                              SECRETARY OF STATE              Secretary of State
                                                                     FILED
                            ARTICLES OF AMENDMENT              August 12, 1994

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

1.   The name of the corporation is Marion National Corporation.

2.   On April 6, 1994, the corporation adopted the following Amendment(s) of its
     Articles of Incorporation.

              (Type or attach the complete text of Each Amendment)

          Motion was made and adopted to change the name of the Corporation to M
     & M Financial  Corporation  subject to the  consummation of the merger with
     Davis National Bank. (The merger has now been consummated.)

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

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

         a.

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

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

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

<S>                             <C>                    <C>                 <C>                     <C>        <C>
              Common Stock      191,140                191,140             135,634                 135,634    0
</TABLE>

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

5.       Unless  a  delayed  date is  specified,  the  effective  date of  these
         Articles of Amendments  shall be the date of  acceptance  for filing by
         the Secretary of State (See  ss.33-1-230(b)).  This amendment effective
         April 6, 1994.

DATE:    August 10, 1994                    Marion National Corporation


                                            By:  S/ Chester A. Duke
                                           (Signature)

                                            Chester A. Duke, President

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

                                        6

<PAGE>



         together  with a statement  that the number cast for the  amendment  by
         each voting group was sufficient for approval by that voting group.



                                        7

<PAGE>


                            STATE OF SOUTH CAROLINA             Jim Miles
                              SECRETARY OF STATE           Secretary of State
                                                                  FILED
                             ARTICLES OF AMENDMENT             May 7, 1997

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

1.       The name of the corporation is M & M Financial Corporation.

2. On April 17, 1997, the corporation adopted the following  Amendment(s) of its
Articles of Incorporation.

              (Type or attach the complete text of Each Amendment)

                  To amend the  Charter to  increase  the  authorized  shares of
         common  stock from 800,000  shares to 3,000,000  shares and to increase
         the  amount  of total  authorized  capital  stock  from  $4,000,000  to
         $15,000,000.

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

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

         a.

          [x]      Amendment adopted by shareholder action.

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

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

<S>                             <C>                    <C>                 <C>                     <C>        <C>
              Shareholders      335,372                335,372             284,630                 275,708    8,147
              of Common
              Stock
</TABLE>

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

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


DATE:    5-5-97                             M & M Financial Corporation


                                            By:  S/ Chester A. Duke
                                           (Signature)

                                            Chester A. Duke, President




                                        8