BY-LAWS
                                       OF
                           COMSOUTH BANKSHARES, INC.
                      (As amended through August 13, 1997)
                                   ARTICLE I
                                    OFFICES

         Section 1. Office.  ComSouth Bankshares,  Inc. (hereinafter referred to
as the corporation),  is a South Carolina corporation. The South Carolina office
of the  corporation  shall  be  located  at 1350  Main  Street,  in the  City of
Columbia, County of Richland, and State of South Carolina.

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

                                   ARTICLE II
                            MEETINGS OF SHAREHOLDERS

         Section 1. Time and Place.  The annual meeting of the  shareholders for
the election of directors and all special  meetings of shareholders  for that or
for any other  purpose may be held at such time and place  within or without the
State of South Carolina as shall be stated in the notice of the meeting, or in a
duly executed waiver of notice thereof.

         Section 2. Annual Meeting.  The annual meeting of shareholders shall be
held on the second  Tuesday  of May in each  year,  or on such other date as the
Board of Directors, in its discretion,  shall choose. At each annual meeting the
shareholders  shall elect a Board of Directors and transact such other  business
as may properly be brought before the meeting.

         Section 3. Notice of Annual Meeting.  Written notice of the place, date
and hour of the  annual  meeting  shall be given  personally  or by mail to each
shareholder  entitled to vote thereat not less than ten (10) nor more than fifty
(50) days prior to the meeting.

         Section 4. Special Meetings. Special meetings of the shareholders,  for
any  purpose  or  purposes,  unless  otherwise  prescribed  by statute or by the
articles of incorporation, may be called by the president or the chairman of the
Board of  Directors  or a majority of the  directors  and shall be called by the
president  or the  secretary  at the  request in  writing  of a majority  of the
directors,  or at the  request in writing  of  shareholders  owning at least ten
percent (10%) in amount of the shares of the corporation  issued and outstanding
and entitled to vote.  Such  request  shall state the purpose or purposes of the
proposed meeting.

         Section  5.  Notice of  Special  Meeting.  Written  notice of a special
meeting of shareholders stating the place, date and hour of


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the meeting,  the purpose or purposes for which the meeting is called, and by or
at whose  direction it is being issued shall be given  personally  or by mail to
each  shareholder  entitled to vote thereat not less than ten (10) nor more than
fifty (50) days prior to the meeting.

         Section 6.  Quorum.  Except as  otherwise  provided by the  articles of
incorporation,  the holders of one-third of the shares of the corporation issued
and outstanding and entitled to vote thereat present in person or represented by
proxy shall be necessary to and shall constitute a quorum for the transaction of
business at all meetings of the shareholders.

         If,  however,  such quorum shall not be present or  represented  at any
meeting of the shareholders,  the shareholders  entitled to vote thereat present
in person or  represented  by proxy shall have power to adjourn the meeting from
time to time, until a quorum shall be present or represented.  At such adjourned
meeting at which a quorum shall be present or  represented,  any business may be
transacted  which  might  have been  transacted  at the  meeting  as  originally
noticed.

         Section 7. Voting. At any meeting of the shareholders every shareholder
having the right to vote shall be entitled to vote in person or by proxy. Except
as otherwise provided by law or the articles of incorporation,  each shareholder
of record shall be entitled to one vote for every share of stock standing in his
name on the books of the  corporation.  All  elections  shall be determined by a
plurality  vote,  and,  except as  otherwise  provided by law or the articles of
incorporation,  all other  matters  shall be determined by vote of a majority of
the shares present or represented at such meeting and voting on such questions.

         Section 8.  Proxies.  Every proxy must be executed in writing and dated
by the shareholder or by his attorney-in-fact. No proxy shall be valid after the
expiration  of  eleven  (11)  months  from the date  thereof,  unless  otherwise
provided in the proxy.  Every proxy shall be  revocable  at the  pleasure of the
shareholder  executing it, except in those cases where an  irrevocable  proxy is
permitted by law and the proxy expressly states that it is irrevocable.

         Section  9.  Consents.  Whenever  by any  provision  of law the vote of
shareholders  at a meeting  thereof  is  required  or  permitted  to be taken in
connection with any corporate  action,  the meeting and vote of shareholders may
be dispensed with if all the  shareholders  who would have been entitled to vote
upon the  action if such  meeting  were held  shall  consent  in writing to such
corporate action being taken.

         Section 10. Conduct of Meetings.  (a) Meetings of shareholders shall be
presided over by the chairman of the Board of Directors  or, in his absence,  by
another director or executive

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officer  designated  by the Board of  Directors.  The  presiding  officer  shall
determine  all  questions of order or procedure  and his rulings shall be final.
(b) The secretary of the corporation,  with the assistance of such agents as may
be designated by the secretary, shall make all determinations of the validity of
proxies  presented and ballots  cast.  (c) In the event that any person or group
other  than  the  Board  of  Directors  hold  proxies  for  more  than 10  other
shareholders,  any vote taken with respect to any contested matter determined to
be such by the presiding officer, shall be taken in the following manner:

          (i)     Shareholders  wishing to vote in person shall  obtain  ballots
                  from  the  secretary  and  cast  their  votes.  After a period
                  determined  to be  reasonable  by the  presiding  officer,  no
                  further voting in person shall be permitted.

         (ii)     Thereafter, persons holding proxies shall obtain a ballot from
                  the  secretary  which  shall be in a form to permit  the votes
                  cast  with  respect  to  each   appointment  of  proxy  to  be
                  identified as such and shall fill out such ballot,  and return
                  it together with the original  appointments  of proxies to the
                  secretary.  After a period  determined to be reasonable by the
                  presiding  officer,  the polls  shall be closed and no further
                  voting on the question shall be allowed.

         (iii)    If the number of proxies  held by persons or groups other than
                  the Board of Directors  is high,  the  presiding  officer may,
                  after  consultation with the secretary adjourn the meeting for
                  up to 72 hours, to permit the counting of the votes; provided,
                  however,  that the presiding  officer may, in his  discretion,
                  permit other  business,  including the casting of other votes,
                  to be transacted, prior to any such adjournment.

                                   ARTICLE III
                                    DIRECTORS

         Section  1.  Number;  Tenure.  The  number  of  directors  which  shall
constitute the entire Board of Directors  shall be set by the Board of Directors
but shall be not less than 9 and not more than 12. Directors shall be elected at
the annual meeting of the shareholders,  except as provided in Section 3 of this
Article III, and each director shall be elected to serve until his successor has
been elected and has qualified.

         Section 2. Resignation;  Removal.  Any director may resign at any time.
Eighty  percent  of the  shareholders  entitled  to  vote  for the  election  of
directors may remove a director, with or without cause.


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         Section 3. Vacancies.  If any vacancies occur in the Board of Directors
by reason of the death,  resignation,  retirement,  disqualification  or removal
from  office of any  director,  all of the  directors  of the same class then in
office,  although less than a quorum, may by majority vote choose a successor or
successors,  and the directors so chosen shall hold office until the next annual
meeting of the shareholders and until their successors shall be duly elected and
qualified,  unless sooner displaced;  provided, however, that if in the event of
any such vacancy the directors  remaining in office shall be unable, by majority
vote, to fill such vacancy  within thirty (30) days of the  occurrence  thereof,
the president or the secretary may call a special meeting of the shareholders at
which such vacancy shall be filled.  Newly created  directorships  may be filled
only by the shareholders at an annual or special meeting.

                                   ARTICLE IV
                              MEETINGS OF THE BOARD

         Section 1. Place.  The Board of Directors of the  corporation  may hold
meetings,  both regular and special, either within or without the State of South
Carolina.

         Section 2. First Meeting. The first meeting of each newly elected Board
of Directors  shall be held at such time and place as shall be fixed by the vote
of the shareholders at the annual meeting,  and no notice of such meeting to the
newly elected  directors  shall be necessary in order to constitute the meeting,
provided  a  quorum  shall  be  present.  In the  event  of the  failure  of the
shareholders  to fix the  time and  place of such  first  meeting  of the  newly
elected Board of Directors, or in the event such meeting is not held at the time
and place so fixed by the  shareholders,  the  meeting may be held at a time and
place as shall  be  specified  in a notice  given as  hereinafter  provided  for
special  meetings of the Board of  Directors  or as shall be specified in a duly
executed waiver of notice thereof.

         Section 3. Regular Meetings. Regular meetings of the Board of Directors
may be held without  notice at such time and at such place as shall from time to
time be determined by the board.

         Section 4. Special Meetings. Special meetings of the Board of Directors
may be called by the Chairman of the Board,  if any, or by the  president on two
days  notice to each  director,  either  personally  or by mail or by  telegram.
Special meetings shall be called by the chairman, president or secretary in like
manner and on like notice at the written request of two directors.

         Section  5.  Quorum.  At all  meetings  of the  Board of  Directors,  a
majority of the directors  then in office shall be necessary to and constitute a
quorum  for the  transaction  of  business,  and the vote of a  majority  of the
directors  present at the time of the vote if a quorum is  present  shall be the
act of the

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Board of Directors. If a quorum shall not be present at any meeting of the Board
of Directors, the directors present thereat may adjourn the meeting from time to
time until a quorum shall be present.  Notice of any such  adjournment  shall be
given to any  directors  who were  not  present  and,  unless  announced  at the
meeting, to the other directors.

         Section 6.  Compensation.  Directors,  as such,  shall not  receive any
stated salary for their services, but, by resolution of the Board of Directors a
fixed fee and expenses of  attendance,  if any, may be allowed for attendance at
each regular or special meeting of the board (or of any committee of the board),
provided  that  nothing  herein  contained  shall be  construed  to preclude any
director  from  serving the  corporation  in any other  capacity  and  receiving
compensation therefor.

                                    ARTICLE V
                                     NOTICES

         Section 1. Form; Delivery.  Notices to directors and shareholders shall
be in writing and may be delivered personally or by mail or telegram.  Notice by
mail shall be deemed to be given at the time when  deposited  in the post office
or a letter box, in a post-paid  sealed wrapper,  and addressed to the directors
or  the  shareholders  at  their  addresses  appearing  on  the  records  of the
corporation.

         Section 2.  Waiver.  Whenever a notice is  required  to be given by any
statute,  the certificate of incorporation or these by-laws, 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 deemed equivalent to such notice. In
addition,  any  shareholder  attending a meeting of shareholders in person or by
proxy  without  protesting  prior to the  conclusion  of the meeting the lack of
notice  thereof to him,  and any  director  attending  a meeting of the Board of
Directors  without  protesting prior to the meeting or at its commencement  such
lack of  notice  shall be  conclusively  deemed  to have  waived  notice of such
meeting.

                                   ARTICLE VI
                                    OFFICERS

         Section  1.  Executive   Officers.   The  executive   officers  of  the
corporation  shall be a  President,  Secretary,  Treasurer  and one or more Vice
Presidents.

         Section 2. Authority and duties.  All officers,  as between  themselves
and the  corporation,  shall have such  authority and perform such duties in the
management of the  corporation as may be provided by these  by-laws,  or, to the
extent not so provided,  by the Board of  Directors.  If the  president is not a
director, the president shall attend all meetings of the Board of Directors.

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         Section 3. Term of Office;  Removal.  All officers  shall be elected by
the Board of Directors  and shall hold office for such term as may be prescribed
by the Board.  Any officer elected or appointed by the Board may be removed with
or without cause at any time by the Board.

         Section  4.  Compensation.  The  compensation  of all  officers  of the
corporation  shall be fixed by the Board of Directors  and the  compensation  of
agents  shall  either be so fixed or shall be fixed by officers  thereunto  duly
authorized.

         Section 5. Vacancies.  If an office becomes vacant for any reason,  the
Board of Directors shall fill such vacancy.  Any officer so appointed or elected
by the Board  shall  serve  only until  such time as the  unexpired  term of his
predecessor shall have expired unless re-elected or reappointed by the Board.

                                   ARTICLE VII
                               SHARE CERTIFICATES

         Section  1.  Form;  Signature.  The  certificates  for  shares  of  the
corporation  shall  be in such  form as  shall  be  determined  by the  Board of
Directors  and shall be numbered  consecutively  and entered in the books of the
corporation as they are issued.  Each  certificate  shall exhibit the registered
holder's  name and the  number,  par value,  and class of  shares,  and shall be
signed by the  president or a  vice-president  and the secretary or an assistant
secretary,  and shall bear the seal of the  corporation or a facsimile  thereof.
Where any such  certificate is  countersigned by a transfer agent, or registered
by a registrar,  the signature of any such officer may be a facsimile signature.
In case any officer who signed or whose  facsimile  signature or signatures were
placed on any such certificate  shall have ceased to be such officer before such
certificate is issued, it may nevertheless be issued by the corporation with the
same effect as if he were such officer at the date of issue.

         Section 2. Lost  Certificates.  The Board of Directors may direct a new
share  certificate or  certificates  to be issue din place of any certificate or
certificates  theretofore issued by the corporation alleged to have been lost or
destroyed,  upon the compliance of notice, affidavit and bond requirements of S.
C. Code ss.33-9-130.

         Section 3. Registration of Transfer.  Upon surrender to the corporation
or any  transfer  agent of the  corporation  of a  certificate  for shares  duly
endorsed  or  accompanied  by  proper  evidence  of  succession,  assignment  or
authority to transfer,  it shall be the duty of the corporation or such transfer
agent to issue a new certificate to the person entitled thereto,  cancel the old
certificate and record the transaction upon its books.

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         Section 4.  Registered  Shareholders.  Except as otherwise  provided by
law, the  corporation  shall be entitled to recognize the  exclusive  right of a
person  registered  n its books as the owner of shares to receive  dividends  or
other distributions, and to vote as such owner, and to hold liable for calls and
assessments a person  registered  on its books as the owner of share,  and shall
not be bound to  recognize  any  equitable or legal claim to or interest in such
share or shares on the part of any other person.

         Section 5. Record date. For the purpose of determining the shareholders
entitled  to  notice  of or to  vote  at  any  meeting  of  shareholders  or any
adjournment  thereof,  or to express  consent to or  dissent  from any  proposal
without a meeting,  or for the purpose of determining  shareholders  entitled to
receive  payment of any  dividend or the  allotment  of any  rights,  or for the
purpose of any other action affecting the interests of  shareholders,  the board
of Directors  may fix, in advance,  a record  date.  Such date shall not be more
than fifty (50) nor less than ten (10) days before the date of any such meeting,
and not more than fifty (50) days prior to any other action.

         In each such  case,  except as  otherwise  provided  by law,  only such
persons  as shall  be  shareholders  of  record  on the  date so fixed  shall be
entitled to notice of, and to vote at, such meeting and any adjournment thereof,
or to express such consent or dissent,  or to receive  payment of such dividend,
or such allotment of rights,  or otherwise to be recognized as shareholders  for
the related purpose,  notwithstanding  any registration of transfer of shares on
the books of the corporation after any such record date so fixed.

                                  ARTICLE VIII
                               GENERAL PROVISIONS

         Section 1. Annual  Statement.  The Board of Directors  shall present at
each annual meeting,  and at any special meeting of the shareholders when called
for by vote of the shareholders,  a full and clear statement of the business and
condition  of the  corporation  (including  a  balance  sheet,  profit  and loss
statement  and  statement  of surplus  prepared  in  accordance  with  generally
accepted   principles  of  accounting  and  certified  by   independent   public
accountants).

         Section  2.  Instruments  Under  Seal.  All  deeds,  bonds,  mortgages,
contracts,  and other instruments  requiring a seal may be signed in the name of
the corporation by the president or by any other officer authorized to sign such
instrument by the Board of Directors.

         Section 3.  Checks,  etc.  All checks or demands for money and notes or
other  instruments  evidencing  indebtedness  or obligations of the  corporation
shall be signed by such officer or officers or

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such other  person or persons  as the Board of  Directors  may from time to time
designate.

         Section 4. Fiscal  Year.  The fiscal year of the  corporation  shall be
fixed by  resolution  of the Board of Directors and shall begin on the first day
of January and end on the last day of December in each calendar year.

         Section 5. Seal. The corporate  seal shall have  inscribed  thereon the
name of the  corporation and shall be in such form as is determined by the Board
of  Directors.  The seal may be used by causing it or a facsimile  thereof to be
impressed or affixed or otherwise reproduced.

         Section 6. Repurchase of Shares. The corporation shall not, directly or
indirectly,  acquire the common  stock of any  shareholder  who is the record or
beneficial  owner of 1% or more of the  corporation's  outstanding  shares  (the
"Interested  Shareholder")  at a price in excess of such  stock's Book Value (as
hereafter  defined) unless the corporation  offers to acquire,  on substantially
the same terms and  conditions,  a percentage of the shares of common stock held
by each other shareholder which is equivalent to the percentage of the shares of
the Interested  Shareholder to be acquired.  As used herein,  "Book Value" means
the book value of the common stock,  based upon the corporation's  balance sheet
as of the end of the last fiscal quarter preceding the stock  acquisition.  This
section  shall  not,  however,  apply  to (a) any  acquisition  pursuant  to the
exercise  of, or in  settlement  of,  dissenter's  rights;  (b) any  acquisition
pursuant  to  the  order  of any  court  or  regulatory  authority;  or (c)  any
acquisition  in settlement of any claim related to the purchase of such stock by
the Interested Shareholder.

         Section  7. Sale of assets.  No  substantial  asset of the  corporation
shall be sold unless the terms of such sale shall have been  approved in advance
by at least  two-thirds of the full Board of Directors of the  corporation.  For
purposes of this Section,  "substantial  asset" shall mean and be limited to any
asset the value of which, as reflected on the balance sheet of the  corporation,
exceeds  one-fourth  of the  total  value of all  assets of the  corporation  as
reflected on the balance sheet of the corporation.

                                   ARTICLE IX
                                   AMENDMENTS

         Section 1. Power to Amend.  The Board of Directors shall have the power
to amend,  repeal or adopt  by-laws at any  regular  or  special  meeting of the
Board.  No such  amendment,  repeal or  adoption of a bylaw  provision  shall be
effective unless it shall have been consented to by two-thirds of the full Board
of Directors. However, any by-law adopted by the Board may be amended

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or repealed  by vote of the  holders of shares  entitled at the time to vote for
the election of directors.

         Section 2. Amendment  Affecting  Election of Directors;  Notice. If any
by-law is adopted, amended or repealed by the Board, there shall be set forth in
the notice of the next meeting of shareholders for the election of directors the
by-law so adopted, amended or repealed, together with a concise statement of the
changes  made.  Any notice of  meeting of  directors  or  shareholders  at which
by-laws are to be  adopted,  amended or repealed  shall  include  notice of such
proposed action.


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