Exhibit 3
                            STATE OF SOUTH CAROLINA
                               SECRETARY OF STATE

                       AMENDED ARTICLES OF INCORPORATION
                                       OF
                          PEOPLES BANCORPORATION, INC.
                             (as of September 2004)

         I, the  undersigned  natural  person  having  capacity to contract  and
acting  as  an   incorporator   of  a   Corporation   (hereinafter   called  the
"Corporation")  under the South  Carolina  Business  Corporation  Act, do hereby
adopt the following Articles of Incorporation for the Corporation:

                                ARTICLE ONE: NAME

         The name of the Corporation is Peoples Bancorporation, Inc.


                      ARTICLE TWO: INITIAL OFFICE AND AGENT

         The initial  registered  office of the  Corporation  is located at 1800
East Main  Street,  City of Easley,  County of  Pickens,  and the state of South
Carolina, and the agent at such address is Robert E. Dye.


                             ARTICLE THREE: Duration

         The Corporation's period of duration is perpetual.


                               ARTICLE FOUR: STOCK

         The  Corporation  is  authorized  to issue  one  class of  shares to be
designated  "common."  The  total  number of shares  which  the  Corporation  is
authorized to issue is 15,000,000  shares,  and the par value of each such share
is $1.11. The total authorized capital stock is $16,650,000.


                         ARTICLE FIVE: INITIAL DIRECTORS

         Section A. The number of  directors of the  Corporation  shall be fixed
and may be altered from time to time as provided in the bylaws.

         Section B. The Board of Directors  shall be divided into three classes,
Class I, Class II and Class  III,  which  shall be as nearly  equal in number as
possible.  Each director  shall serve for a term ending on the date of the third
annual meeting following the annual meeting at which such director was elected.

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         Section C. In the event of any  increase or decrease in the  authorized
number of directors (i) each  director  then serving as such shall  nevertheless
continue as a director of the class of which he is a member until the expiration
of his current term, or his prior death, retirement, resignation or removal, and
(ii) the  newly  created  or  eliminated  directorships  resulting  from such an
increase or decrease shall be  apportioned  by the Board of Directors  among the
three  classes of  directors  as to  maintain  such  classes as nearly  equal as
possible.

         Section D.  Notwithstanding  any of the  foregoing  provisions  of this
Article,  each director shall serve until his successor is elected and qualified
or until his  death,  retirement,  resignation  or removal  for cause.  Should a
vacancy occur or be created,  whether  arising  through  death,  resignation  or
removal  for  cause of a  director  or  through  an  increase  in the  number of
directors in any class,  each vacancy  shall be filled by a majority vote of the
remaining  directors.  A director so elected to fill a vacancy shall serve until
the next election of the class for which such  director  shall have been chosen,
and until his successor has been duly elected and qualified.

     Section E.  The initial directors are:

     Garnet A. Barnes                            R. Riggie Ridgeway
     105 Cranberry Way                           401 Four Lakes Drive
     Easley, SC  29642                           Easley, SC  29642

     William A. Carr                             Nell W. Smith
     513 Asbury Circle                           104 Laurel Road
     Easley, SC  29640                           Easley, SC  29642

     Robert E. Dye                               A.J. Thompson, Jr.
     200 McAlister Lake Drive                    112 Mountain Ridge Trail
     Easley, SC  29642                           Easley, SC  29640

     W. Rutledge Galloway                        Joe A. Young
     111 Country Lakes Road                      5501 Calhoun Memorial Hwy.
     Easley, SC  29642                           Easley, SC  29642

     George B. Nalley, Jr.
     1919 East Main Street
     Easley, SC 29640

The initial  directors will serve until the first annual meeting of stockholders
of the Corporation. At the first annual meeting of stockholders,  directors will
be elected to classified terms.


                              ARTICLE SIX: PURPOSE

         The purpose or purposes for which the Corporation is organized are:

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<PAGE>

               (a) To act as a bank holding company;

               (b)  To  transact   any  and  all  lawful   business   for  which
          corporations may be incorporated under the South Business  Corporation
          Act;

               (c) To do each and every thing necessary, suitable, or proper for
          the accomplishment of any of the purposes or for the attainment of any
          one or more of the  objects  herein  enumerated  or  which at any time
          appear  conducive to or expedient for the protection or benefit of the
          Corporation.

         The  foregoing  clauses shall be construed as powers as well as objects
and  purposes,  and the matter  expressed in each clause  shall,  unless  herein
otherwise expressly provided,  be in nowise limited by reference to or inference
from the  terms of any  other  clause,  but  shall be  regarded  as  independent
objects, purposes and powers, and shall not be construed to limit or restrict in
any  manner  the  meaning  of the  general  term of the  general  powers  of the
Corporation.


                     ARTICLE SEVEN: PREEMPTIVE RIGHTS DENIED

         No  holder  of  shares  of any  class  of the  Corporation  shall  have
preemptive  rights  to  subscribe  for  or  acquire  additional  shares  of  the
Corporation of the same or any other class,  whether such shares shall be hereby
or hereafter authorized, and no holder of shares of any class of the Corporation
shall have any right to acquire any shares  which may be held in the treasury of
the  Corporation;  all such  additional or treasury shares my be issued for such
consideration,  at such  time,  and to such  person or  persons  as the Board of
Directors of the Corporation may from time to time determine.


                              ARTICLE EIGHT: VOTING

         Except where otherwise  provided in these Articles of  Incorporation or
the bylaws of the  Corporation,  the holders of the common shares shall have the
exclusive  voting rights and powers,  including the exclusive right to notice of
stockholders' meetings.


                        ARTICLE NINE: ADOPTION OF BYLAWS

         The Board of  Directors  of the  Corporation  shall  adopt the  initial
bylaws of the Corporation and may thereafter alter,  amend, or repeal the bylaws
of the  Corporation  or may  adopt  new  bylaws,  subject  to the  stockholders'
concurrent  right to alter,  amend,  or repeal the bylaws or to adopt new bylaws
and to the express  provisions of the bylaws.  The stockholders may provide that
any or all bylaws altered,  amended,  repealed,  or adopted by the  stockholders
shall not be altered, amended, re-enacted, or repealed by the Board of Directors
of the Corporation.



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<PAGE>

                        ARTICLE TEN: AUTHORITY TO BORROW

         The Board of Directors is expressly authorized,  without the consent of
the stockholders, except so far as such consent is herein or by law provided, to
issue and sell or  otherwise  dispose  of, for any  purpose,  the  Corporation's
bonds, debentures, notes or other securities or obligations, upon such terms and
for such  consideration  as the Board of  Directors  shall deem  advisable,  and
specifically may issue bonds or debentures  convertible into shares of any class
of stock, including common stock, of the Corporation within such period and upon
such  conditions as shall be fixed by the Board of  Directors,  and to authorize
and cause to be executed mortgages,  pledges, charges and liens upon all or part
of the  real  and  personal  property  rights,  interest  and  franchise  of the
Corporation,  including contract rights, whether at the time owned or thereafter
acquired.


                  ARTICLE ELEVEN: CERTAIN BUSINESS COMBINATIONS

         Section A.  For the purposes of this Article:

         (1) The term "beneficial owner" and correlative terms shall the meaning
as set  forth in Rule  13d-3  under  the  Securities  Exchange  Act of 1934,  as
amended,  or any similar successor Rule.  Without  limitation and in addition to
the foregoing,  any shares of Voting Stock of this  Corporation  which any Major
Stockholder  has the right to vote or to acquire (i) pursuant to any  agreement,
(ii) by  reason of  tenders  of shares by  stockholders  of the  corporation  in
connection  with or  pursuant to a tender  offer made by such Major  Stockholder
(whether or not any tenders have been accepted, but excluding tenders which have
been rejected), or upon the exercise of conversion rights, warrants,  options or
otherwise, shall be deemed "beneficially owned" by such Major Stockholders.

         (2)      The term "Business Combination" shall mean:

               (a) any merger or consolidation  (whether in a single transaction
          or a series of related  transactions,  including  a series of separate
          transactions  with a Major  Stockholder,  any  Affiliate  or Associate
          thereof or any Person acting in concert therewith) of this Corporation
          or  any  Subsidiary  with  into  a  Major  Stockholder  or of a  Major
          Stockholder into this Corporation or Subsidiary;

               (b)  any  sale,  lease,  exchange,   transfer,   distribution  to
          stockholders or other  disposition,  including without  limitation,  a
          mortgage,  pledge or any  other  security  devise,  to or with a Major
          Stockholder by the Corporation or any of its Subsidiaries (in a single
          transaction or a series of related transactions) of all, substantially
          all or any  Substantial  Part of the assets of this  Corporation  or a
          Subsidiary  (including,   without  limitation,  any  securities  of  a
          Subsidiary);

               (c) the purchase,  exchange,  lease or other  acquisition  by the
          Corporation or any of its Subsidiaries  (in a single  transaction or a
          series  of  related  transactions)  of all,  substantially  all or any
          Substantial Part of the assets or business of a Major Stockholder;

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<PAGE>

               (d) the issuance of any securities, or of any rights, warrants or
          options to acquire any securities, of this Corporation or a Subsidiary
          to a Major  Stockholder or the  acquisition  by this  Corporation or a
          Subsidiary of any securities, or of any rights, warrants or options to
          acquire any securities, or a Major Stockholder;

               (e) any  reclassification  of Voting Stock,  recapitalization  or
          other  transaction  (other than a redemption  in  accordance  with the
          terms of the  security  redeemed)  which has the  effect,  directly or
          indirectly,  of increasing the proportionate amount of Voting Stock of
          the Corporation or any Subsidiary  thereof which is beneficially owned
          by a Major Stockholder,  or any partial or complete liquidation,  spin
          off,  split  off or  split  up of the  Corporation  or any  Subsidiary
          thereof;  provided,  however,  that  this  Section A (2) (e) shall not
          relate to any transaction of the types specified  herein that has been
          approved by a majority of the Continuing Directors; and

               (f) any agreement,  contract or other  arrangement  providing for
          any of the transactions described herein.


         (3) The term  "Continuing  Director"  shall mean (i) a person who was a
member of the Board of Directors of this  Corporation  immediately  prior to the
time that any then existing Major Stockholder became a Major Stockholder or (ii)
a person  designated  (before  initially  becoming a director)  as a  Continuing
Director by a majority of the then  Continuing  Directors.  All  references to a
vote of the  Continuing  Directors  shall  mean a vote of the  total  number  of
Continuing Directors of the Corporation.

         (4) The term "Major Stockholder" shall mean any Person which,  together
with  its  "Affiliates"  and  "Associates"  (as  defined  in Rule  12b-2  of the
Securities  Exchange Act of 1934, as amended, or any similar successor Rule) and
any Person acting in concert  therewith,  is the beneficial owner of 10% or more
of the votes held by the holders of the  outstanding  shares of the Voting Stock
of this  Corporation,  and any  Affiliate or  Associate of a Major  Stockholder,
including a Person  acting in concert  therewith.  The term "Major  Stockholder"
shall not include a Subsidiary of this Corporation.

         (5)  The  term  "Person"  shall  mean  any   individual,   corporation,
partnership or other person,  group or entity (other than the  Corporation,  any
Subsidiary  of the  Corporation  or a trustee  holding  stock for the benefit of
employees of the Corporation or its subsidiaries or any of them, pursuant to one
or more employee benefit plans or arrangements.  When two or more Persons act as
a partnership,  limited partnership,  syndicate,  association or other group for
the  purpose  of  acquiring,  holding  or  disposing  of shares  of stock,  such
partnerships, syndicate, association or group will be deemed a "Person".

         (6) The term "Subsidiary" shall mean any business entity 50% or more of
which is beneficially owned by the Corporation.

         (7) The term  "Substantial  Part" as used in reference to the assets of
the  Corporation,  of any  Subsidiary or of any Major  Stockholder  means assets
having  a  value  of  more  than  5% of the  total  consolidated  assets  of the
Corporation and its Subsidiaries as of the end of the Corporation's  most recent
fiscal year ending prior to the time the determination is made.

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<PAGE>

         (8) The term  "Voting  Stock"  shall  mean  stock  or other  securities
entitled  to vote upon any action to be taken in  connection  with any  Business
Combination  or  entitled  to  vote  generally  in the  election  of  directors,
including stock or other securities convertible into Voting Stock.

         Section B.  Notwithstanding  any other  provisions of these Articles of
Incorporation  and  except as set forth in Section  C. of this  Article  Eleven,
neither  the  Corporation  nor any  Subsidiary  shall  be  party  to a  Business
Combination unless:

         (1)  The  Business  Combination  was  approved  by  the  Board  of  the
Corporation prior to the Major Stockholder  involved in the Business Combination
becoming such; or

         (2) The Major Stockholder  involved in the Business  Combination sought
and  obtained  the  unanimous  prior  approval of Board of Directors to become a
Major Stockholder and the Business Combination was approved by a majority of the
Continuing Directors; or

         (3) The  Business  Combination  was  approved  by at  least  80% of the
Continuing Directors of the Corporation; or

         (4) The  Business  Combination  was approved by at least an 80% vote of
the outstanding  Voting Stock of this Corporation and by at least an 80% vote of
the outstanding  Voting Stock  beneficially owned by stockholders other than any
Major Stockholder.

         Section C. During the time a Major Stockholder  exists, a resolution to
voluntarily  dissolve  the  Corporation  shall  be  adopted  only  if:  (1) such
resolution  is  approved  by at least  80% of the  Continuing  Directors  of the
Corporation;  or  (2)  such  resolution  is  approved  by at  least  80%  of the
outstanding  Voting  Stock  of  this  Corporation  and  by at  least  80% of the
outstanding Voting Stock beneficially owned by stockholders other than any Major
Stockholder.

         Section D. As to any particular  transaction,  the Continuing Directors
shall have the power and duty to determine, on the basis of information known to
them:

          (1)  The amount of Voting Stock beneficially held by any Person;

          (2)  Whether a Person is an Affiliate or Associate of another;

          (3)  Whether a Person is acting in concert with another;

          (4)  Whether the assets subject to any Business combination constitute
               a "Substantial Part" as herein defined;

          (5)  Whether a proposed  transaction  is subject to the  provisions of
               this Article; and

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<PAGE>

          (6)  Such  other  matters  with  respect to which a  determination  is
               required under this Article.

Any such determination  shall be conclusive and binding for all purposes of this
Article.

         Section E. The affirmative vote required by this Article is addition to
the vote of the  holders  of any  class or  series  of stock of the  Corporation
otherwise required by law, these Articles of Incorporation, any resolution which
has been adopted by the Board of Directors providing for the issuance of a class
or series  stock or any  agreement  between  the  Corporation  and any  national
securities exchange.

         Section F. Any amendment, change or repeal of this Article or any other
amendment  of these  Articles  of  Incorporation  which would have the effect of
modifying or permitting  circumvention  of the  provisions of this Article shall
require  approval  by at  least  80%  of the  outstanding  Voting  Stock  of the
Corporation and at least 80% of the outstanding  Voting Stock beneficially owned
by stockholders other than any Major Stockholder.


                         ARTICLE TWELVE: INDEMNIFICATION

         The  Corporation  shall  indemnify  any  person  who  (i)  is or  was a
director,  officer,  employee,  or  agent  of the  Corporation  or (ii)  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,  venturer,
proprietor,  trustee, employee, agent, or similar functionary of another foreign
or domestic corporation, partnership, joint venture, sole proprietorship, trust,
employee  benefit  plan,  or other  enterprise,  to the  fullest  extent  that a
corporation may or is required to grant  indemnification to a director under the
South  Carolina  Business  Corporation  Act. The  Corporation  may indemnify any
person to such further extent as permitted by law.


                    ARTICLE THIRTEEN: LIMITATION OF LIABILITY

         No  director  of the  Corporation  shall be  personally  liable  to the
Corporation  or its  shareholders  for monetary  damages for breach of fiduciary
duty as a director; provided, however, that to the extent required by applicable
law,  this Article  shall not eliminate or limit the liability of a director (i)
for the  breach of the  director's  duty of loyalty  to the  Corporation  or its
shareholder, (ii) for acts or omissions not in good faith or which involve gross
negligence,  intentional misconduct or a knowing violation of law, (iii) imposed
under Section  33-8-330 of the South Carolina  Business  Corporation Act or (iv)
for any  transaction  from  which the  director  derives  an  improper  personal
benefit.  If applicable  law is amended to authorize  corporate  action  further
eliminating  or limiting  liability  of  directors,  then the  liability of each
director of the Corporation shall be eliminated or limited to the fullest extent
permitted by applicable law, as amended. Neither the amendment or repeal of this
Article,  nor the adoption of any provision of these  Articles of  Incorporation
inconsistent  with this  Article  shall  eliminate  or reduce the effect of this
Article in respect of any acts or omissions  occurring  prior to such amendment,
repeal or adoption of an inconsistent provision.


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                         ARTICLE FOURTEEN: INCORPORATOR

         The name and address of the incorporator is:

                  NAME                         ADDRESS

                  Robert E. Dye                200 McAlister Lake Drive
                                               Easley, South Carolina 29642

         Date:    2/21/92                      s/Robert E. Dye
                  -------                      ---------------------------------
                                               Robert E. Dye




















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<PAGE>


STATE OF SOUTH CAROLINA             )
                                    )
COUNTY OF PICKENS                   )


         The  undersigned,  Robert E. Dye,  does hereby  certify  that he is the
incorporator of Peoples Bancorporation,  Inc., and is authorized to execute this
verification; that he 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.


Date:    2/21/92                                     s/Robert E. Dye
         -------                                     ---------------------------
                                                     Robert E. Dye

























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CERTIFICATE OF ATTORNEY

         I,  Ronnie L. Smith,  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 2 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:    2/27/92                            s/Ronnie L. Smith
         -------                            -------------------
                                            Ronnie L. Smith

                          Address:

                          6016 Calhoun Memorial Highway
                          Easley, South Carolina 29460






















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