AMENDED
AND RESTATED





BYLAWS





OF





FIRST
NATIONAL BANCSHARES, INC.





(Adopted
March 17, 2008)








FIRST
NATIONAL BANCSHARES, INC.





TABLE OF
CONTENTS





ARTICLE
      1OFFICES
              1Section
      1:  Registered Office
      and Agent
              1Section
      2:  Other
      Offices
              1ARTICLE
      2SHAREHOLDERS
              1Section
      1:  Place of
      Meetings
              1Section
      2:  Annual
      Meetings
              1Section
      3:  Special
      Meetings
              1Section
      4:  Notice
              2Section
      5:  Quorum
              2Section
      6:  Vote; Withdrawal of
      Quorum
              3Section
      7:  Method of
      Voting
              3Section
      8:  Record
      Date
              3Section
      9:  Shareholder
      Proposals
              3ARTICLE
      3DIRECTORS
              4Section
      1:  Management
              4Section
      2:  Number,
      Classification and Terms of Office of Directors
              4Section
      3:  Qualifications of
      Directors
              5Section
      4:  Election of
      Directors
              5Section
      5:  Nomination of
      Directors
              5Section
      6:  ***Intentionally
      Deleted***
              6Section
      7:  Emeritus
      Directors
              6Section
      8:  Vacancies
              6Section
      9:  Removal of
      Directors
              7Section
      10:  Place of
      Meetings
              7Section
      11:  Regular
      Meetings
              7Section
      12:  Special
      Meetings
              7Section
      13:  Telephone and
      Similar Meetings
              7Section
      14:  Quorum; Majority
      Vote
              7Section
      15:  Compensation
              7Section
      16:  Procedure
              8Section
      17:  Action Without
      Meeting
              8








ARTICLE
      4BOARD
      COMMITTEES
                  8Section
      1:  Designation
                  8Section
      2:  Meetings
                  8Section
      3:  Quorum; Majority
      Vote
                  8Section
      4:  Procedure
                  8Section
      5:  Action Without
      Meeting
                  9Section
      6:  Telephone and
      Similar Meetings
                  9ARTICLE
      5OFFICERS
                  9Section
      1:  Offices
                  9Section
      2:  Term
                  9Section
      3:  Vacancies
                  9Section
      4:  Compensation
                  9Section
      5:  Removal
                  9Section
      6:  Chairman of the
      Board
                  10Section
      7:  Chief Executive
      Officer
                  10Section
      8:  President
                  10Section
      9:  Vice
      Presidents
                  10Section
      10:  Secretary
                  10Section
      11:  Assistant
      Secretary
                  11Section
      12:  Treasurer
                  11ARTICLE
      6INDEMNIFICATION
                  11Section
      1:  Indemnification of
      Directors
                  11Section
      2:  Advancement of
      Expenses
                  12Section
      3:  Indemnification of
      Officers, Employees and Agents
                  12Section
      4:  Insurance
                  13Section
      5:  Nonexclusivity of
      Rights; Agreements
                  13Section
      6:  Continuing
      Benefits; Successors
                  13Section
      7:  Interpretation;
      Construction
                  14Section
      8:  Amendment
                  14Section
      9:  Severability
                  14








ARTICLE
      7CERTIFICATES
      AND SHAREHOLDERS
              14Section
      1:  Certificates
              14Section
      2:  Shares without
      Certificates
              15Section
      3:  Issuance of
      Shares
              15Section
      4:  Rights of
      Corporation with Respect to Registered Owners
              15Section
      5:  Registration of the
      Transfer of Shares
              15Section
      6:  Lost, Stolen or
      Destroyed Certificates
              16Section
      7:  Restrictions on
      Shares
              16Section
      8:  Control Share
      Acquisitions Statute
              16Section
      9:  Voting of Stock
      Held
              17ARTICLE
      8GENERAL
      PROVISIONS
              17Section
      1:  Distributions
              17Section
      2:  Books and
      Records
              17Section
      3:  Execution of
      Documents
              17Section
      4:  Fiscal
      Year
              17Section
      5:  Seal
              17Section
      6:  Resignation
              17Section
      7:  Computation of
      Days
              18Section
      8:  Amendment of
      Bylaws
              18Section
      9:  Construction
              18Section
      10:  Headings
              18










AMENDED
AND RESTATED


BYLAWS


OF


FIRST
NATIONAL BANCSHARES, INC.





(Adopted
October 15, 2007)





ARTICLE
1: OFFICES





Section 1:  Registered Office and
Agent.  The registered office of the Corporation shall be at
215 North Pine Street, Spartanburg, South Carolina 29302.  The
registered agent shall be Jerry L. Calvert.





Section 2:  Other
Offices.  The Corporation may also have offices at such other
places within and without the State of South Carolina as the Board of Directors
may from time to time determine or the business of the Corporation may
require.





ARTICLE
2: SHAREHOLDERS





Section 1:  Place of
Meetings.  Meetings of shareholders shall be held at the time
and place, within or without the State of South Carolina, stated in the notice
of the meeting or in a waiver of notice.





Section 2:  Annual
Meetings.  An annual meeting of the shareholders shall be held
each year during the month of April or May following the fiscal year end of the
company or on such other date and at a time to be set by the Board of Directors
in accordance with all applicable notice requirements.  At the
meeting, the shareholders shall elect directors and transact such other business
as may properly be brought before the meeting.





Section 3:  Special
Meetings.





(a)           Special
meetings of the shareholders, for any purpose or purposes, unless otherwise
required by the South Carolina Business Corporation Act of 1988, as amended from
time to time (the "Act"), the Articles of Incorporation of the Corporation (the
"Articles"), or these Bylaws, may be called by the chief executive officer, the
president, the chairman of the Board of Directors or a majority of the Board of
Directors.


1


(b)           In
addition to a special meeting called in accordance with subsection 3(a) of this
Article 2, the Corporation shall, if and to the extent that it is required by
applicable law, hold a special meeting of shareholders if the holders of at
least ten percent of all the votes entitled to be cast on any issue proposed to
be considered at such special meeting sign, date and deliver to the secretary of
the Corporation one or more written demands for the meeting.  Such
written demands shall be delivered to the secretary by certified mail, return
receipt requested.  Such written demands sent to the secretary of the
Corporation shall set forth as to each matter the shareholder or shareholders
propose to be presented at the special meeting (i) a description of the purpose
or purposes for which the meeting is to be held (including the specific
proposal(s) to be presented); (ii) the name and record address of the
shareholder or shareholders proposing such business; (iii) the class and number
of shares of the Corporation that are owned of record by the shareholder or
shareholders as of a date within ten days of the delivery of the demand; (iv)
the class and number of shares of the Corporation that are held beneficially,
but not held of record, by the shareholder or shareholders as of a date within
ten days of the delivery of the demand; and (v) any interest of the shareholder
or shareholders in such business.  Any such special shareholders'
meeting shall be held at a location designated by the Board of
Directors.  The Board of Directors may set such rules for any such
meeting as it may deem appropriate, including when the meeting will be held
(subject to any requirements of the Act), the agenda for the meeting (which may
include any proposals made by the Board of Directors), who may attend the
meeting in addition to shareholders of record and other such
matters.





(c)           Business
transacted at any special meeting shall be confined to the specific purpose or
purposes stated in the notice of the meeting.





Section 4:  Notice.





(a)           Written
or printed notice stating the place, day and hour of the meeting and, in the
case of a special meeting, the specific purpose or purposes for which the
meeting is called, shall be delivered by the Corporation not less than ten nor
more than sixty days before the date of the meeting, either personally or by
mail, to each shareholder of record entitled to vote at such
meeting.  If mailed, such notice shall be deemed effective when
deposited with postage prepaid in the United States mail, addressed to the
shareholder at the address appearing on the stock transfer books of the
Corporation.  Except as may be expressly provided by law, no failure
or irregularity of notice of any regular meeting shall invalidate the same or
any proceeding.





(b)           The
notice of each special shareholders meeting shall include a description of the
specific purpose or purposes for which the meeting is called.  Except
as provided by law, the Articles or these Bylaws, the notice of an annual
shareholders meeting need not include a description of the purpose or purposes
for which the meeting is called.





Section 5:  Quorum.  The
holders of a majority of the shares issued and outstanding and entitled to vote,
present in person or represented by proxy, shall be requisite and shall
constitute a quorum at meetings of the shareholders for the transaction of
business except as otherwise provided by statute, by the Articles or by these
Bylaws.  If a quorum is not present or represented at a meeting of the
shareholders, the shareholders entitled to vote, present in person or
represented by proxy, shall have the power to adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum is
present or represented.  At an adjourned meeting at which a quorum is
present or represented, any business may be transacted which might have been
transacted at the meeting as originally notified.  Once a share is
represented for any purpose at a meeting it is deemed present for quorum
purposes.


2


Section 6:  Vote; Withdrawal of
Quorum.  Except in regards to the election of directors, when a
quorum is present at a meeting, action on a matter is approved if the votes cast
within the voting group favoring the action exceed the votes cast opposing the
action, unless the express provision of the statutes, the Articles or these
Bylaws require a higher vote in which case the express provision shall
govern.  Directors shall be elected by a plurality vote of the
shareholders.  The shareholders present at a duly constituted meeting
may continue to transact business until adjournment, despite the withdrawal of
enough shareholders to leave less than a quorum.





Section 7:  Method of
Voting.  Each outstanding share of common stock shall be
entitled to one vote on each matter submitted to a vote at a meeting of
shareholders.  Each outstanding share of other classes of stock, if
any, shall have such voting rights as may be prescribed by the Board of
Directors.  Proxies delivered by facsimile to the Corporation, if
otherwise in order, shall be valid.  Votes shall be taken by voice, by
hand or in writing, as directed by the chairman of the
meeting.  Voting for directors shall be in accordance with Article 3,
Section 3 of these Bylaws.





Section 8:  Record
Date.  For the purpose of determining shareholders entitled to
notice of or to vote at any meeting of shareholders, including any special
meeting, or shareholders entitled to receive payment of dividends, or in order
to make a determination of shareholders for any other purpose, the Board of
Directors may fix in advance a date as the record date for any such
determination of shareholders, such date in any case to be not less than ten nor
more than seventy days prior to the date on which the particular action,
requiring such determination of shareholders, is to be taken.  Except
as otherwise provided by law, if no record date is fixed for the determination
of shareholders entitled to notice of or to vote at a meeting of shareholders,
or of shareholders entitled to receive payment of dividends, 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.





Section 9:  Shareholder
Proposals.





(a)           To
the extent required by applicable law, a shareholder may bring a proposal before
an annual meeting of shareholders as set forth in this Section 9.  To
be properly brought before an annual meeting of shareholders, business must be
(i) specified in the notice of meeting (or any supplement thereto) given by or
at the direction of the Board of Directors; (ii) otherwise properly brought
before the meeting by or at the direction of the Board of Directors; or (iii)
otherwise properly brought before the meeting by a shareholder.  In
addition to any other applicable requirements, for business to be properly
brought before an annual meeting by a shareholder, the shareholder must have
given timely notice thereof in writing to the secretary of the
Corporation.  To be timely, a shareholder's notice must be given,
either by personal delivery or by United States mail, postage prepaid, return
receipt requested, to the secretary of the Corporation not less than 30 nor more
than 60 days in advance of the annual meeting (provided, however, that if less
than 31 days’ notice of the meeting is given to shareholders, such written
notice shall be delivered or mailed, as prescribed, to the Secretary of
Corporation not later than the close of the tenth day following the day on which
notice of the meeting was mailed to shareholders). A shareholder's notice to the
secretary of the Corporation shall set forth for each matter the shareholder
proposes to bring before the annual meeting (i) a description of the business
desired to be brought before the annual meeting (including the specific
proposal(s) to be presented) and the reasons for conducting such business at the
annual meeting; (ii) the name and record address of the shareholder proposing
such business; (iii) the class and number of shares of the Corporation that are
owned of record, and the class and number of shares of the Corporation that are
held beneficially, but not held of record, by the shareholder as of the record
date for the meeting, if such date has been made publicly available, or as of a
date within ten days of the effective date of the notice by the shareholder if
the record date has not been made publicly available; and (iv) any interest of
the shareholder in such business.  In the event that a shareholder
attempts to bring business before an annual meeting without complying with the
provisions of this Section 9, the chairman of the meeting shall declare to the
meeting that the business was not properly brought before the meeting in
accordance with the foregoing procedures, and such business shall not be
transacted.  The chairman of any annual meeting, for good cause shown
and with proper regard for the orderly conduct of business at the meeting, may
waive in whole or in part the operation of this Section 9.


3





(b)           If
any shareholder of the Corporation notifies the Corporation that such
shareholder intends to present a proposal for action at a forthcoming meeting of
the Corporation's shareholders and requests that the Corporation include the
proposal in its proxy statement and such shareholder complies with all the
requirements of Rule 14a-8 promulgated under the Securities Exchange Act of
1934, the Corporation shall consider inclusion of such proposal in the proxy
statement unless it determines that the proposal is inappropriate for
consideration by the shareholders at the meeting.





ARTICLE
3:  DIRECTORS





Section 1:  Management.  The
business and affairs of the Corporation shall be managed by the Board of
Directors who may exercise all such powers of the Corporation and do all such
lawful acts and things as are not by law, the Articles or these Bylaws directed
or required to be done or exercised by the shareholders.





Section 2:  Number, Classification and
Terms of Office of Directors.  Unless otherwise provided in the
Articles of Incorporation, the number of directors of the Corporation shall be
that number as may be fixed from time to time by resolution of the Board of
Directors, but in no event shall the number be less than five or greater than
25.  The initial number of directors shall be 13.  The
number of members of the Board of Directors can be increased or decreased within
the foregoing range at any time by the Board of Directors.  In
addition, unless provided otherwise by resolution of the Board of Directors, if,
in any case after proxy materials for an annual meeting of shareholders have
been mailed to shareholders, any person named therein to be nominated at the
direction of the Board of Directors becomes unable or unwilling to serve, the
number of authorized directors shall be automatically reduced by a number equal
to the number of such persons.  The members of the Board of Directors
must be shareholders and they do not need to be residents of any particular
state.  At any time that the Board has six or more members, unless
provided otherwise by the Articles of Incorporation, the terms of office of
directors will be staggered by dividing the total number of directors into three
classes, with each class accounting for one-third, as near as may be, of the
total.  The terms of directors in the first class expire at the first
annual shareholders' meeting after their election, the terms of the second class
expire at the second annual shareholders' meeting after their election, and the
terms of the third class expire at the third annual shareholders' meeting after
their election.  At each annual shareholders' meeting held thereafter,
directors shall be chosen for a term of three years to succeed those whose terms
expire.  If the number of directors is changed, any increase or
decrease shall be so apportioned among the classes as to make all classes as
nearly equal in number as possible, and when the number of directors is
increased and any newly created directorships are filled by the board, the terms
of the additional directors shall expire at the next election of directors by
the shareholders.  Each director, except in the case of his earlier
death, written resignation, retirement, disqualification or removal, shall serve
for the duration of his term, as staggered, and thereafter until his successor
shall have been elected and qualified.


4





Section 3:  Qualifications of
Directors.  No individual who is or becomes a Business
Competitor (as defined below) or who is or becomes affiliated with, employed by
or a representative of any individual, corporation, association, partnership,
firm, business enterprise or other entity or organization which the Board of
Directors, after having such matter formally brought to its attention,
determines to be in competition with the Corporation or any of its subsidiaries
(any such individual, corporation, association, partnership, firm, business
enterprise or other entity or organization being hereinafter referred to as a
"Business Competitor") shall be eligible to serve as a director if the Board of
Directors determines that it would not be in the Corporation's best interests
for such individual to serve as a director of the Corporation.  Such
affiliation, employment or representation may include, without limitation,
service or status as an owner, partner, shareholder, trustee, director, officer,
consultant, employee, agent, or counsel, or the existence of any relationship
which results in the affected person having an express or implied obligation to
act on behalf of a Business Competitor; provided, however, that passive
ownership of a debt or equity interest not exceeding 2% of the outstanding debt
or equity, as the case may be, in any Business Competitor shall not constitute
such affiliation, employment or representation.  Any financial
institution having branches or affiliates in South Carolina shall be presumed to
be a Business Competitor unless the Board of Directors determines
otherwise.





Section 4:  Election of
Directors.  Directors shall be elected by a plurality
vote.





Section 5:  Nomination of
Directors.





(a)           Nomination
of persons to serve as directors of the Corporation, other than those made by or
on behalf of the Board of Directors of the Corporation, shall be made in writing
and shall be delivered either by personal delivery or by United States mail,
postage prepaid, return receipt requested, to the secretary of the Corporation
no later than (i) with respect to an election to be held at an annual meeting of
shareholders, ninety days in advance of such meeting; and (ii) with respect to
an election to be held at a special meeting of shareholders for the election of
directors, the close of business on the seventh day following the date on which
notice of such meeting is first given to shareholders.  Each notice
shall set forth:  (i) the name and address of the shareholder who
intends to make the nomination and of the person or persons to be nominated;
(ii) a representation that the shareholder is a holder of record of stock 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; (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; (iv) such other information regarding each nominee proposed by
such shareholder as would be required to be included in a proxy statement filed
pursuant to the proxy rules of the Securities and Exchange Commission, had the
nominee been nominated, or intended to be nominated, by the Board of Directors;
and (v) the consent of each nominee to serve as a director of the Corporation if
so elected.  The chairman of the meeting may refuse to acknowledge the
nomination of any person not made in compliance with the foregoing
procedure.  The chairman of any such meeting, for good cause shown and
with proper regard for the orderly conduct of business at the meeting, may waive
in whole or in part the operation of this Section 4.


5





(b)           Notwithstanding
subsection (a) of this Section 4, if the Corporation or any banking subsidiary
of the Corporation is subject to the requirements of Title 12, Section 1831(i)
of the United States Code, then no person may be nominated by a shareholder for
election as a director at any meeting of shareholders unless the shareholder
furnishes the written notice required by subsection (a) of this Section 4 to the
secretary of the Corporation at least ninety days prior to the date of the
meeting and the nominee has received regulatory approval to serve as a director
prior to the date of the meeting.





Section 6:  Retirement of
Directors.  *** Intentionally Deleted***





Section 7:  Emeritus
Directors.  The Board of Directors may, from time to time,
appoint individuals (including individuals who have retired from the Board of
Directors) to serve as members of the Emeritus Board of Directors of the
Corporation.  Members of the Emeritus Board of Directors may be
removed without cause by a vote of the members of the Board of
Directors.  Any individual appointed as a member of the Emeritus Board
of Directors of the Corporation may, but shall not be required to, attend
meetings of the Board of Directors of the Corporation and may participate in any
discussions at such meetings, but such individual may not vote or be counted in
determining a quorum at any meeting of the Board of Directors of the
Corporation.  It shall be the duty of the members of the Emeritus
Board of Directors of the Corporation to serve as goodwill ambassadors of the
Corporation, but such individuals shall not have any responsibility or be
subject to any liability imposed upon a member of the Board of Directors of the
Corporation or in any manner otherwise be deemed to be a member of the Board of
Directors of the Corporation.  Each member of the Emeritus Board of
Directors of the Corporation shall be paid at the same rate as all other members
of the Board of Directors and shall remain eligible to participate in any stock
option plan in which directors are eligible to participate which is maintained
by, or participated in, from time to time by the Corporation, according to the
terms and conditions thereof.





Section 8:  Vacancies.  Except
as otherwise provided by law, in the Articles of Incorporation, or in these
Bylaws (a) the office of a director shall become vacant if he dies, resigns, or
is removed from office, and (b) the Board of Directors may declare vacant the
office of a director if (i) he is interdicted or adjudicated an incompetent,
(ii) an action is filed by or against him, or any entity of which he is employed
as his principal business activity, under the bankruptcy laws of the United
States, (iii) in the sole opinion of the Board of Directors he becomes
incapacitated by illness or other infirmity so that he is unable to perform his
duties for a period of six months or longer, or (iv) he ceases at any time to
have the qualifications required by law, the Articles of Incorporation or these
Bylaws.  The remaining directors may, by a majority vote, fill any
vacancy on the Board of Directors (including any vacancy resulting from an
increase in the authorized number of directors, or from the failure of the
shareholders to elect the full number of authorized directors) and the Directors
so chosen shall hold office until the next annual meeting of shareholders and
until their successors shall be duly elected and qualified; provided that the
shareholders shall have the right at any special meeting called for such purpose
prior to action by the Board of Directors to fill the vacancy.


6





Section 9:  Removal of
Directors.  Unless provided otherwise by the Articles of
Incorporation, directors may be removed with or without cause by the affirmative
vote of the holders of at least a majority of the shares entitled to vote at an
election of directors, such vote being taken at a meeting of the shareholders
called for that purpose at which a quorum is present.





Section 10:  Place of
Meetings.  Meetings of the Board of Directors, regular or
special, may be held either within or without the State of South
Carolina.





Section 11:  Regular
Meetings.  Regular meetings of the Board of Directors may be
held without notice at such time and place as shall from time to time be
determined by the Board of Directors.





Section 12:  Special
Meetings.  Special meetings of the Board of Directors may be
called by the chairman, the chief executive officer, or the president of the
Corporation, on not less than twenty-four hours notice.  Notice of a
special meeting may be given by personal notice, telephone, facsimile,
electronic communication, overnight courier or United States mail to each
director.  Any such special meeting shall be held at such time and
place as shall be stated in the notice of the meeting.  The notice
need not describe the purpose or purposes of the special meeting.





Section 13:  Telephone and Similar
Meetings.  Directors may participate in and hold a meeting by
means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each
other.  Participation in such a meeting shall constitute presence in
person at the meeting, except where a person participates in the meeting for the
express purpose of objecting to the holding of the meeting or the transacting of
any business at the meeting on the ground that the meeting is not lawfully
called or convened, and does not thereafter vote for or assent to action taken
at the meeting.





Section 14:  Quorum; Majority
Vote.  At meetings of the Board of Directors a majority of the
number of directors then in office shall constitute a quorum for the transaction
of business.  The act of a majority of the directors present at a
meeting at which a quorum is present shall be the act of the Board of Directors,
except as otherwise specifically provided by law, the Articles or these
Bylaws.  If a quorum is not present at a meeting of the Board of
Directors, the directors present may adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum is
present.





Section 15:  Compensation.  Each
director shall be entitled to receive such reasonable compensation as may be
determined by resolution of the Board of Directors.  By resolution of
the Board of Directors, the directors may be paid their expenses, if any, of
attendance at each meeting of the Board of Directors and may be paid a fixed sum
for attendance at each meeting of the Board of Directors.  No such
payment shall preclude any director from serving the Corporation in any other
capacity and receiving compensation therefore.  Members of committees
may, by resolution of the Board of Directors, be allowed compensation for
attending committee meetings.


7





Section 16:  Procedure.  The
Board of Directors shall keep regular minutes of its proceedings.  The
minutes shall be placed in the minute book of the Corporation.





Section 17:  Action Without
Meeting.  Any action required or permitted to be taken at a
meeting of the Board of Directors may be taken without a meeting if the action
is assented to by all the members of the Board.  Such consent shall
have the same force and effect as a meeting vote and may be described as such in
any document.





ARTICLE
4:  BOARD COMMITTEES





Section 1:  Designation.  The
Board of Directors may, by resolution adopted by a majority of the full Board,
designate one or more committees.  Each committee must have two or
more members who serve at the pleasure of the Board of Directors.  To
the extent specified by the Board of Directors, in the Articles or in these
Bylaws, each committee may exercise the authority of the Board of
Directors.  So long as prohibited by law, however, a committee of the
Board may not (a) authorize distributions; (b) approve or propose to
shareholders action required by the Act to be approved by shareholders; (c) fill
vacancies on the Board of Directors or on any of its committees; (d) amend the
Articles; (e) adopt, amend or repeal these Bylaws; (f) approve a plan of merger
not requiring shareholder approval; (g) authorize or approve reacquisition of
shares, except according to a formula or method prescribed by the Board of
Directors; or (h) authorize or approve the issuance or sale or contract for sale
of shares, or determine the designation and relative rights, preferences and
limitations of a class or series of shares, except that the Board of Directors
may authorize a committee (or a senior executive officer of the Corporation) to
do so within limits specifically prescribed by the Board of
Directors.  Any director may serve one or more
committee.  Any committee appointed under this Section 1 shall perform
such duties and assume such responsibility as may from time to time be placed
upon it by the Board of Directors.





Section 2:  Meetings.  Time,
place and notice of all committee meetings shall be as called and specified by
the chief executive officer, the committee chairman or any two members of each
committee.





Section 3:  Quorum; Majority
Vote.  At meetings of committees, a majority of the number of
members designated by the Board of Directors shall constitute a quorum for the
transaction of business.  The act of a majority of the members present
at any meeting at which a quorum is present shall be the act of such committee,
except as otherwise specifically provided by the Act, the Articles or these
Bylaws.  If a quorum is not present at a meeting of the committee, the
members present may adjourn the meeting from time to time, without notice other
than an announcement at the meeting, until a quorum is present.





Section 4:  Procedure.  Committees
shall keep regular minutes of their proceedings and report the same to the Board
of Directors at its next regular meeting.  The minutes of the
proceedings of the committee shall be placed in the minute book of the
Corporation.


8





Section 5:  Action Without
Meeting.  Any action required or permitted to be taken at a
meeting of any committee may be taken without a meeting if the action is
assented to by all the members of the committee.  Such consent shall
have the same force and effect as a meeting vote and may be described as such in
any document.





Section 6:  Telephone and Similar
Meetings.  Committee members may participate in and hold a
meeting by means of conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each
other.  Participation in such a meeting shall constitute presence in
person at the meeting, except where a person participates in the meeting for the
express purpose of objecting to the holding of the meeting or the transacting of
any business at the meeting on the ground that the meeting is not lawfully
called or convened, and does not thereafter vote for or assent to action taken
at the meeting.





ARTICLE
5:  OFFICERS


Officers





Section 1:  Officers.  The
officers of the Corporation shall consist of a chief executive officer,
president and secretary, each of whom shall be elected by the Board of
Directors.  The Board of Directors may also create and establish the
duties of other offices as it deems appropriate.  The Board of
Directors shall also elect a chairman of the Board and may elect a vice chairman
of the Board from among its members.  The Board of Directors from time
to time may appoint, or may authorize the president to appoint or authorize
specific officers to appoint, the persons who shall hold such other offices as
may be established by the Board of Directors, including one or more vice
presidents (including executive vice presidents, senior vice presidents,
assistant vice presidents), one or more assistant secretaries, and one or more
assistant treasurers.  Any two or more offices may be held by the same
person.





Section 2:  Term.  Each
officer shall serve at the pleasure of the Board of Directors (or, if appointed
pursuant to this Article, at the pleasure of the Board of Directors, the
president, or the officer authorized to have appointed the officer) until his or
her death, resignation, or removal, or until his or her replacement is elected
or appointed in accordance with this Article.





Section 3:  Vacancies.  Any
vacancy occurring in any office of the Corporation may be filled by the Board of
Directors.  Any vacancy in an office which was filled by the president
or another officer may also be filled by the president or by any officer
authorized to have filled the office vacant.





Section 4:  Compensation.  The
compensation of all officers of the Corporation shall be fixed by the Board of
Directors or by a committee or officer appointed by the Board of
Directors.  Officers may serve without compensation.





Section 5:  Removal.  All
officers (regardless of how elected or appointed) may be removed, with or
without cause, by the Board of Directors.  Any officer appointed by
the president or another officer may also be removed, with or without cause, by
the president or by any officer authorized to have appointed the officer to be
removed.  Removal will be without prejudice to the contract rights, if
any, of the person removed, but shall be effective notwithstanding any damage
claim that may result from infringement of such contract
rights.


9





Section 6:  Chairman of the
Board.  The office of the chairman of the board may be filled
by the Board at its pleasure by the election of one of its members to the
office.  The chairman shall preside at all meetings of the Board and
meetings of the shareholders and shall perform such other duties as may be
assigned to him by the Board of Directors.





Section 7:  Chief Executive
Officer. The chief executive officer shall be responsible for the general
and active management of the business and affairs of the Corporation, and shall
see that all orders and resolutions of the Board are carried into
effect.  He shall perform such other duties and have such other
authority and powers as the Board of Directors may from time to time
prescribe.





Section 8:  President.  The
president shall be responsible for the general and active management of the
business and affairs of the Corporation, and shall see that all orders and
resolutions of the Board are carried into effect.  He shall perform
such other duties and have such other authority and powers as the Board of
Directors may from time to time prescribe.  The president shall
preside as chairman of the Board of Directors during the absence of the Board
chairman.





Section 9:  Vice
Presidents.  The vice presidents (executive, senior, or
assistant), as such offices are appointed by the Board of Directors, in the
order of their seniority, unless otherwise determined by the Board of Directors,
shall, in the absence or disability of the president, perform the duties and
have the authority and exercise the powers of the president.  They
shall perform such other duties and have such other authority and powers as the
Board of Directors may from time to time prescribe or as the president may from
time to time delegate.





Section 10:  Secretary.





(a)           The
secretary shall attend all meetings of the Board of Directors and all meetings
of the shareholders and record all votes, actions and the minutes of all
proceedings in a book to be kept for that purpose and shall perform like duties
for the executive and other committees when required.





(b)           The
secretary shall give, or cause to be given, notice of all meetings of the
shareholders and special meetings of the Board of Directors.





(c)           The
secretary shall keep in safe custody the seal of the Corporation and, when
authorized by the Board of Directors or the executive committee, affix it to any
instrument requiring it.  When so affixed, it shall be attested by the
secretary's signature or by the signature of the treasurer or an assistant
secretary.





(d)           The
secretary shall be under the supervision of the president and shall perform such
other duties and have such other authority and powers as the Board of Directors
may from time to time prescribe or as the president may from time to time
delegate.


10





Section 11:  Assistant
Secretary.  The assistant secretaries, as such offices are
created by the Board of Directors, in the order of their seniority, unless
otherwise determined by the Board of Directors, shall, in the absence or
disability of the secretary, perform the duties and have the authority and
exercise the powers of the secretary.  They shall perform such other
duties and have such other powers as the Board of Directors may from time to
time prescribe or as the president may from time to time delegate.





Section 12:  Treasurer.





(a)           The
treasurer shall have the custody of the corporate funds and securities and shall
keep full and accurate accounts of receipts and disbursements of the Corporation
and shall deposit all moneys and other valuables in the name and to the credit
of the Corporation in appropriate depositories.





(b)           The
treasurer shall disburse the funds of the Corporation ordered by the Board of
Directors and prepare financial statements as they direct.





(c)           The
treasurer shall perform such other duties and have such other authority and
powers as the Board of Directors may from time to time prescribe or as the
president may from time to time delegate.





(d)           The
treasurer's books and accounts shall be opened at any time during business hours
to the inspection of any directors of the Corporation.





ARTICLE
6: INDEMNIFICATION





Section 1:  Indemnification of
Directors.





(a)           The
Corporation shall indemnify and hold harmless, to the fullest extent permitted
by applicable law, any person (an "Indemnified Person") who was or is a party or
is threatened to be made a party to or is otherwise involved in any threatened,
pending or completed action, suit or other proceeding, whether civil, criminal,
administrative or investigative and whether formal or informal, by reason of the
fact that he, or a person for whom he is a legal representative (or other
similar representative), is or was a director of the Corporation or is or was
serving at the Corporation's request as a director, officer, partner, trustee,
employee or agent of another corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise, against expenses (including
attorneys' fees), judgments, fines, amounts paid in settlement or other similar
costs actually and reasonably incurred in connection with such action, suit or
proceeding.  For purposes of this Article 6, all terms used herein
that are defined in Section 33-8-500 of the Act or any successor provision or
provisions shall have the meanings so prescribed in such
Section.


11


(b)           Without
limiting the provisions of Section 1(a) of this Article 6, the Corporation shall
indemnify a director who was wholly successful, on the merits or otherwise, in
the defense of any proceeding to which he was a party because he is or was a
director of the Corporation against reasonable expenses incurred by him in
connection with the proceeding.  In addition, the Corporation shall
indemnify an individual made a party to a proceeding because he is or was a
director against liability incurred in the proceeding if:  (i) he
conducted himself in good faith; (ii) he reasonably believed:  (A) in
the case of conduct in his official capacity with the Corporation, that his
conduct was in its best interest; and (B) in all other cases, that his conduct
was at least not opposed to its best interest; and (iii) in the case of any
criminal proceeding, he had no reasonable cause to believe his conduct was
unlawful.  The termination of a proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contender or its equivalent is
not, of itself, determinative that the director did not meet the standard of
conduct described in this subsection (b).  The determination of
whether the director met the standard of conduct described in this subsection
(b) shall be made in accordance with Section 33-8-550 of the Act or any
successor provision or provisions.





Section 2:  Advancement of
Expenses.





(a)           With
respect to any proceeding to which an Indemnified Person is a party because he
is or was a director of the Corporation, the Corporation shall, to the fullest
extent permitted by applicable law, pay for or reimburse the Indemnified
Person's reasonable expenses (including, but not limited to, attorneys' fees and
disbursements, court costs, and expert witness fees) incurred by the Indemnified
Person in advance of final disposition of the proceeding.





(b)           Without
limiting the provisions of Section 2(a) of this Article 6, the Corporation
shall, to the fullest extent permitted by applicable law, pay for or reimburse
the reasonable expenses (including, but not limited to, attorneys' fees and
disbursements, court costs and expert witness fees) incurred by a director who
is a party to a proceeding in advance of final disposition of the proceeding
if:  (a) the director furnishes the Corporation a written affirmation
of his good faith belief that he has met the standard of conduct described in
Section 1(b) of this Article 6; (b) the director furnishes the Corporation a
written undertaking, executed personally or on his behalf, to repay the advance
if it is ultimately determined that he did not meet such standard of conduct;
and (c) a determination is made that the facts then known to those making the
determination would not preclude indemnification under this Article
6.  The Corporation shall expeditiously pay the amount of such
expenses to the director following the director's delivery to the Corporation of
a written request for an advance pursuant to this Section 2 together with a
reasonable accounting of such expenses.  The undertaking required by
this Section 2 shall be an unlimited general obligation of the director but need
not be secured and may be accepted without reference to financial ability to
make repayment.  Determinations and authorizations of payments under
this Section 2 shall be made in the manner specified in Section 33-8-550 of the
Act or any successor provision or provisions.





Section 3:  Indemnification of Officers,
Employees and Agents.  An officer of the Corporation who is not
a director is entitled to the same indemnification rights which are provided to
directors of the Corporation in Section 1 of this Article 6 and the Corporation
shall advance expenses to officers of the Corporation who are not directors to
the same extent and in the same manner as to directors as provided in Section 2
of this Article 6.  In addition, the Board of Directors shall have the
power to cause the Corporation to indemnify, hold harmless and advance expenses
to any officer, employee or agent of the Corporation who is not a director to
the fullest extent permitted by public policy, by adopting a resolution to that
effect identifying such officers, employees or agents (by position and name) and
specifying the particular rights provided, which may be different for each of
the persons identified.  Any officer entitled to indemnification
pursuant to the first sentence of this Section 3 and any officer, employee or
agent granted indemnification by the Board of Directors in accordance with the
second sentence of this Section 3 shall, to the extent specified herein or by
the Board of Directors, be an "Indemnified Party" for the purposes of the
provisions of this Article 6.


12





Section 4:  Insurance.  The
Corporation may purchase and maintain insurance on behalf of an individual who
is or was a director, officer, employee or agent of the Corporation, or who,
while a director, officer, employee or agent of the Corporation, is or was
serving at the request of the Corporation as a director, officer, partner,
trustee, employee or agent of another foreign or domestic corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise,
against liability asserted against or incurred by him in that capacity or
arising from his status as a director, officer, employee or agent, whether or
not the Corporation would have the power to indemnify him against the same
liability under this Article 6.





Section 5:  Nonexclusivity of Rights;
Agreements.  The rights conferred on any person by this Article
6 shall neither limit nor be exclusive of any other rights which such person may
have or hereafter acquire under any statute, agreement, provision of the
Articles, these Bylaws, vote of shareholders or otherwise.  The
provisions of this Article 6 shall be deemed to constitute an agreement between
the Corporation and each person entitled to indemnification
hereunder.  In addition to the rights provided in this Article 6, the
Corporation shall have the power, upon authorization by the Board of Directors,
to enter into an agreement or agreements providing to any person who is or was a
director, officer, employee or agent of the Corporation certain indemnification
rights.  Any such agreement between the Corporation and any director,
officer, employee or agent of the Corporation concerning indemnification shall
be given full force and effect, to the fullest extent permitted by applicable
law, even if it provides rights to such director, officer, employee or agent
more favorable than, or in addition to, those rights provided under this Article
6.





Section 6:  Continuing Benefits;
Successors.  The indemnification and advancement of expenses
provided by or granted pursuant to this Article 6 shall, unless otherwise
provided when authorized or ratified, continue as to a person who has ceased to
be a director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such person.  For purposes of
this Article 6, the term "Corporation" shall include any corporation, joint
venture, trust, partnership or unincorporated business association that is the
successor to all or substantially all of the business or assets of this
Corporation, as a result of merger, consolidation, sale, liquidation or
otherwise, and any such successor shall be liable to the persons indemnified
under this Article 6 on the same terms and conditions and to the same extent as
this Corporation.


13





Section 7:  Interpretation;
Construction.  This Article 6 is intended to provide
indemnification to the directors and permit indemnification to the officers of
the Corporation to the fullest extent permitted by applicable law as it may
presently exist or may hereafter be amended and shall be construed in order to
accomplish this result.  To the extent that a provision herein
prevents a director or officer from receiving indemnification to the fullest
extent intended, such provision shall be of no effect in such
situation.  If at any time the Act is amended so as to permit broader
indemnification rights to the directors and officers of this Corporation, then
these Bylaws shall be deemed to automatically incorporate these broader
provisions so that the directors and officers of the Corporation shall continue
to receive the intended indemnification to the fullest extent permitted by
applicable law.





Section 8:  Amendment.  Any
amendment to this Article 6 that limits or otherwise adversely affects the right
of indemnification, advancement of expenses or other rights of any Indemnified
Person hereunder shall, as to such Indemnified Person, apply only to claims,
actions, suits or proceedings based on actions, events or omissions
(collectively, "Post Amendment Events") occurring after such amendment and after
delivery of notice of such amendment to the Indemnified Person so
affected.  Any Indemnified Person shall, as to any claim, action, suit
or proceeding based on actions, events or omissions occurring prior to the date
of receipt of such notice, be entitled to the right of indemnification,
advancement of expenses and other rights under this Article 6 to the same extent
as if such provisions had continued as part of the Bylaws of the Corporation
without such amendment.  This Section 8 cannot be altered, amended or
repealed in a manner effective as to any Indemnified Person (except as to Post
Amendment Events) without the prior written consent of such Indemnified
Person.





Section 9:  Severability.  Each
of the Sections of this Article 6, and each of the clauses set forth herein,
shall be deemed separate and independent, and should any part of any such
Section or clause be declared invalid or unenforceable by any court of competent
jurisdiction, such invalidity or unenforceability shall in no way render invalid
or unenforceable any other part thereof or any separate Section or clause of
this Article 6 that is not declared invalid or unenforceable.





ARTICLE
7:  CERTIFICATES AND SHAREHOLDERS





Section 1:  Share
Certificates.  Share Certificates in the form determined by the
Board of Directors may be delivered representing all shares of which
shareholders are entitled.  Certificates shall be consecutively
numbered and shall be entered in the books of the Corporation as they are
issued.  At a minimum, each share certificate must state on its
face:  (a) the name of the Corporation and that it is organized under
the laws of South Carolina; (b) the name of the person to whom the certificate
is issued; and (c) the number and class of shares and the designation of the
series, if any, the certificate represents.  Each share certificate
(a) must be signed (either manually or in facsimile) by at least two officers,
including the president, the secretary, or such other officer or officers as the
Board of Directors shall designate; and (b) may bear the corporate seal or its
facsimile.  If the person who signed (either manually or in facsimile)
a share certificate no longer holds office when the certificate is issued, the
certificate is nevertheless valid.


14


Section 2.  Shares without
Certificates.  The Board of Directors of the Corporation may
authorize the issue of some or all of the shares of any or all of its classes or
series without certificates in accord with the provisions of Chapter 8 of Title
36 of the South Carolina Uniform Commercial Code.  Within a reasonable
time after the issue or transfer of shares without certificates, the Corporation
shall send the shareholder a written statement containing the following
information: (a) the name of the Corporation and a statement that it is
organized under the laws of South Carolina; (b) the name of the person to whom
the shares are issued; (c) the number and class of shares and the designation of
the series, if any, of the shares; (d) if at such time the Corporation is
authorized to issue different classes of shares or different series within a
class, a summary of the designations, relative rights, preferences, and
limitations applicable to each class and the variations in rights, preferences,
and limitations determined for each series (and the authority of the Board of
Directors to determine variations for future series); and (e) if applicable, a
conspicuous notation that the shares are subject to a restriction on their
transfer.





Section 3:  Issuance of
Shares.  The Board of Directors may authorize shares to be
issued for consideration consisting of any tangible or intangible property or
benefit to the Corporation, including cash, promissory notes, services
performed, written contracts for services to be performed or other securities of
the Corporation.  Before the Corporation issues shares, the Board of
Directors must determine that the consideration received or to be received for
shares to be issued is adequate.  That determination by the Board of
Directors is conclusive insofar as the adequacy of consideration for the
issuance of shares relates to whether the shares are validly issued, fully paid
and nonassessable.  When the Corporation receives the consideration
for which the Board of Directors authorized the issuance of shares, the shares
issued therefore are fully paid and non- assessable.





Section 4:  Rights of Corporation with
Respect to Registered Owners.  Prior to due presentation for
transfer of registration of its shares, the Corporation may treat the registered
owner of the shares as the person exclusively entitled to vote the shares, to
receive any dividend or other distribution with respect to the shares, and for
all other purposes; and the Corporation shall not be bound to recognize any
equitable or other claim to or interest in the shares on the part of any other
person, whether or not it has express or other notice of such a claim or
interest, except as otherwise provided by law.





Section 5:  Registration of the Transfer
of Shares. Registration of the transfer of shares of the Corporation
shall be made only on the stock transfer books of the Corporation (which stock
transfer books may be kept by the Corporation or the transfer agent designated
by the Corporation to transfer the shares or other agent designated by the
Corporation).  If a share certificate in registered form is presented
to the Corporation with a request to register a transfer of the shares, or an
instruction is presented to the Corporation with a request to register the
transfer of uncertificated shares, then, subject to applicable law, the
Corporation shall register the transfer as requested if: (a) under the terms of
the shares the person seeking registration of transfer is eligible to have the
shares registered in their name; (b) the endorsement or instruction is made by
the appropriate person or by an agent who has actual authority to act on behalf
of the appropriate person; (c) reasonable assurance is given that the
endorsement or instruction is genuine and authorized (without limiting the
foregoing, the Corporation or its transfer agent, may require that the
endorsement or instruction must have been guaranteed by a commercial bank or
brokerage firm that is a member of the National Association of Securities
Dealers and reasonable assurance is given that such endorsements are effective);
(d) any applicable law relating to the collection of taxes has been complied
with; (e) the transfer does not violate any restriction on transfer imposed by
the Corporation in accordance with § 36-8-204 of the South Carolina Code; (f)
the registered owner has not made a demand that the shares not be transferred,
or if such demand has been made, the procedures set forth in § 36-8-403 of the
South Carolina Code permit the transfer; and (g) the transfer is in fact
rightful or is to a person otherwise entitled to obtain the shares as a
protected purchaser as defined in § 36-8-303 of the South Carolina
Code.  A person acting as authenticating trustee, transfer agent,
registrar, or other agent for the Corporation in the registration of a transfer
of its securities, in the issue of new security certificates or uncertificated
securities, or in the cancellation of surrendered security certificates has the
same obligation to the holder or owner of a certificated or uncertificated
security with regard to the particular functions performed as the Corporation
has in regard to those functions.


15


.


Section 6:  Lost, Stolen or Destroyed
Certificates.  The Corporation shall issue a new certificated
shares in place of any certificate for shares previously issued if the
registered owner of the certificate:  (a) makes proof in affidavit
form that the certificate has been lost, destroyed or wrongfully taken; (b)
requests the issuance of a new certificate before the Corporation has notice
that the certificate has been acquired by a purchaser for value in good faith
and without notice of an adverse claim; (c) gives a bond in such form, and with
such surety or sureties, with fixed or open penalty, as the Corporation may
direct, to indemnify the Corporation (and its transfer agent and registrar, if
any) against any claim that may be made on account of the alleged loss,
destruction or theft of the certificate; and (d) satisfies any other reasonable
requirements imposed by the Corporation.  When a certificate has been
lost, apparently destroyed or wrongfully taken, and the holder of record fails
to notify the Corporation within a reasonable time after he has notice of it,
and the Corporation registers a transfer of the shares represented by the
certificate before receiving such notification, the holder of record is
precluded from making any claim against the Corporation for the transfer or for
a new certificate.





Section 7:  Restrictions on
Shares.  The Board of Directors, on behalf of the Corporation,
or the shareholders may impose restrictions on the transfer of shares (including
any security convertible into, or carrying a right to subscribe for or acquire
shares) to the maximum extent permitted by law.  A restriction does
not affect shares issued before the restriction was adopted unless the holders
of the shares are parties to the restriction agreement or voted in favor of the
restriction.  A restriction on the transfer of shares is valid and
enforceable against the holder or a transferee of the holder if the restriction
is authorized by this Section 7 and its existence is noted conspicuously on the
front or back of the certificate.





Section 8:  Control Share Acquisitions
Statute.  The Corporation elects not to be subject to or
governed by the South Carolina Control Share Acquisitions Statute contained in
Sections 35-2-101 to 35-2-111 of the South Carolina Code, or any successor
provision or provisions.


16


Section 9:  Voting of Stock
Held.  Unless otherwise provided by resolution of the Board of
Directors, the president or any executive vice president shall from time to time
appoint an attorney or attorneys or agent or agents of this Corporation, in the
name and on behalf of this Corporation, to cast the vote which this Corporation
may be entitled to cast as a shareholder or otherwise in any other corporation,
any of whose stock or securities may be held by this Corporation, at meetings of
the holders of the stock or other securities of such other corporation, or to
consent in writing to any action by any of such other corporation, and shall
instruct the person or persons so appointed as to the manner of casting such
votes or giving such consent and may execute or cause to be executed on behalf
of this Corporation and under its corporate seal or otherwise, such written
proxies, consents, waivers or other instruments as may be necessary or proper;
or, in lieu of such appointment, the president or any executive vice president
may attend in person any meetings of the holders of stock or other securities of
any such other corporation and their vote or exercise any or all power of this
Corporation as the holder of such stock or other securities of such other
corporation.





ARTICLE
8:  GENERAL PROVISIONS





Section 1:  Distributions.  The
Board of Directors may authorize, and the Corporation may make, distributions
(including dividends on its outstanding shares) in the manner and upon the terms
and conditions provided by applicable law and the Articles.





Section 2:  Books and
Records.  The Corporation shall keep correct and complete books
and records of account and shall keep minutes of the proceedings of its
shareholders and Board of Directors.





Section 3:  Execution of
Documents.  The Board of Directors or these Bylaws shall
designate the officers, employees and agents of the Corporation who shall have
the power to execute and deliver deeds, contracts, mortgages, bonds, debentures,
checks and other documents for and in the name of the Corporation, and may
authorize such officers, employees and agents to delegate such power (including
authority to redelegate) to other officers, employees or agents of the
Corporation.  Unless so designated or expressly authorized by these
Bylaws, no officer, employee or agent shall have any power or authority to bind
the Corporation by any contract or engagement or to pledge its credit or to
render it liable pecuniarily for any purpose or any amount.





Section 4:  Fiscal
Year.  The fiscal year of the Corporation shall be the same as
the calendar year.





Section 5:  Seal.  The
Corporation may provide a seal which contains the name of the Corporation and
the name of the state of incorporation.  The seal may be used by
impressing it or reproducing a facsimile of it or otherwise.





Section 6:  Resignation.  A
director may resign by delivering written notice to the Board of Directors, the
chairman or the Corporation.  Such resignation of a director is
effective when the notice is delivered unless the notice specifies a later
effective date.  An officer may resign at any time by delivering
notice to the Corporation.  Such resignation of an officer is
effective when the notice is delivered unless the notice specifies a later
effective date.  If a resignation of an officer is made effective at a
later date and the Corporation accepts the future effective date, the Board of
Directors may fill the pending vacancy before the effective date if the Board of
Directors provides that the successor does not take office until the effective
date.


17





Section 7:  Computation of
Days.  In computing any period of days prescribed hereunder the
day of the act after which the designated period of days begins to run is not to
be included.  The last day of the period so computed is to be
included.





Section 8:  Amendment of
Bylaws.





(a)           Except
to the extent required otherwise by law, these Bylaws, or the Articles of
Incorporation, these Bylaws may be altered, amended or repealed or new Bylaws
may be adopted at any meeting of the Board of Directors at which a quorum is
present, by the affirmative vote of a majority of the directors then in office,
provided notice of the proposed alteration, amendment or repeal is contained in
the notice of the meeting.





(b)           Except
to the extent required otherwise by law, these Bylaws, or the Articles of
Incorporation, these Bylaws may also be altered, amended or repealed or new
Bylaws may be adopted at any meeting of the shareholders at which a quorum is
present or represented by proxy, by the affirmative vote of the holders of a
majority of each class of shares entitled to vote thereon, provided notice of
the proposed alteration, amendment or repeal is contained in the notice of the
meeting.





(c)           Upon
adoption of any new bylaw by the shareholders, the shareholders may provide
expressly that the Board of Directors may not adopt, amend or repeal that bylaw
or any bylaw on that subject.





Section 9:  Construction.  If
any portion of these Bylaws shall be invalid or inoperative, then, so far as is
reasonable and possible:  (a) the remainder of these Bylaws shall be
considered valid and operative and (b) effect shall be given to the intent
manifested by the portion held invalid or inoperative.





Section 10:  Headings.  The
headings are for convenience of reference only and shall not affect in any way
the meaning or interpretation of these Bylaws.


18





The
undersigned hereby certifies that he is the Chief Executive Officer and
President of the Corporation and that the foregoing is a complete and accurate
copy of the bylaws of First National Bancshares, Inc. as of March 17,
2008.  The bylaws contained herein were amended and restated by
Resolution as of that date by the Corporation's Board of Directors in compliance
with any procedural requirements of the Corporation's Articles of Incorporation
and the laws of the State of South Carolina, and the rules and regulations
promulgated thereunder.





/s/
      Jerry L. CalvertJerry L. CalvertPresident
      & Chief Executive
Officer


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