Exhibit 3.2.1


                                     BYLAWS


                                       OF


                            PALMETTO BANCSHARES, INC.


                          A South Carolina Corporation


<PAGE>




                                TABLE OF CONTENTS

                                    BYLAWS OF

                            PALMETTO BANCSHARES, INC.


Article I.  Offices

ss.1.1              Business Office                                            1
ss.1.2              Registered Office                                          1


Article II.  Shareholders

ss.2.1              Annual Meeting                                             1
ss.2.2              Special Meetings                                           2
ss.2.3              Place of Meeting                                           2
ss.2.4              Notice of Meeting                                          2
                  (a) Required Notice                                          2
                  (b) Adjourned Meeting                                        2
                  (c) Waiver of Notice                                         3
                  (d) Contents of Notice                                       3
ss.2.5              Fixing of Record Date                                      4
ss.2.6              Shareholder List                                           5
ss.2.7              Quorum and Voting Requirements                             5
ss.2.8              Increasing Either Quorum or Voting Requirements            5
ss.2.9              Proxies                                                    6
ss.2.10             Voting of Shares                                           6
ss.2.11             Corporation's Acceptance of Votes                          7
ss.2.12             Informal Action by Shareholders                            8
ss.2.13             Voting for Directors                                       8
                  (a) General provision                                        8
                  (b) Notice of Cumulative Voting                              8
                  (c) Recess                                                   9
                  (d) Plurality Requirement                                    9
ss.2.14             Shareholder's Rights to Inspect Corporate
                  Records                                                      9
                  (a) Minutes and Accounting Records                           9
                  (b) Absolute Inspection Rights of Records
                           Required at Principal Office                        9
                  (c) Conditional Inspection Rights                           10
                  (d) Copy Costs                                              11
ss.2.15             Financial Statements Shall be Furnished
                  to the Shareholders                                         11
ss.2.16             Dissenter's Rights                                        12


                                        i

<PAGE>



Article III.  Board Of Directors

ss.3.1              General Powers                                            12
ss.3.2              Number, Tenure and Qualification of Directors             12
ss.3.3              Regular Meetings                                          12
ss.3.4              Special Meetings                                          12
ss.3.5              Notice of Special Meeting                                 13
ss.3.6              Director Quorum                                           13
ss.3.7              Manner of Acting                                          13
                  (a) Required Vote                                           13
                  (b) Telephone Meeting                                       14
                  (c) Failure to Object to Action                             14
ss.3.8              Establishing a "Supermajority" Quorum or
                  Voting Requirement                                          14
ss.3.9              Action Without A Meeting                                  15
ss.3.10             Removal of a Director                                     15
ss.3.11             Vacancies                                                 15
ss.3.12             Compensation                                              16
ss.3.13             Committees                                                16
                  (a) Creation of Committees                                  16
                  (b) Selection of Members                                    16
                  (c) Required Procedures                                     17
                  (d) Authority                                               17

Article IV.  Officers

ss.4.1              Number                                                    17
ss.4.2              Appointment and Term of Office                            18
ss.4.3              Removal                                                   18
ss.4.4              President                                                 18
ss.4.5              The Vice-Presidents                                       18
ss.4.6              The Secretary                                             19
ss.4.7              The Treasurer                                             19
ss.4.8              Assistant Secretaries and Assistant
                  Treasurers                                                  20
ss.4.9              Salaries                                                  20


Article V.  Indemnification of Directors, Officers,
                    Officers, Agents, and Employees

ss.5.1              Indemnification of Directors                              20
                  (a) Determination and Authorization                         20
                  (b) Standard of Conduct                                     21
                  (c) Indemnification in Derivative Actions
                      Limited                                                 21
ss.5.2              Advance Expenses for Directors                            21


ss.5.3              Indemnification of Officers, Agents, and
                      Employees Who Are Not Directors                         22


                                       ii

<PAGE>

Article VI.  Certificates for Shares and Their Transfer

ss.6.1              Certificates for Shares                                   22
                  (a) Content                                                 22
                  (b) Legend as to Class or Series                            23
                  (c) Shareholder List                                        23
                  (d) Transferring Shares                                     23
ss.6.2              Registration of the Transfer of Shares                    23
ss.6.3              Restrictions on Transfer of Share                         23
                  Permitted
ss.6.4              Acquisition of Shares                                     24


Article VII.  Distributions

ss.7.1              Distributions                                             25


Article VIII.  Corporate Seal

ss.8.1              Corporate Seal                                            25


Article IX.  Emergency Bylaws

ss.9.1              Emergency Bylaws                                          25
                  (a) Notice of Board Meetings                                26
                  (b) Temporary Directors and Quorum                          26
                  (c) Actions Permitted to be Taken                           26


Article X.  Amendments

ss.10.1             Amendments                                                27












                                       iii

<PAGE>




                      BY-LAWS OF PALMETTO BANCSHARES, INC.


                               ARTICLE I. OFFICES

SS.1.1  BUSINESS OFFICE.

The original principal office of the corporation shall be within the State of
South Carolina and shall be located in Laurens, County of Laurens. The board of
directors may change the location of the principal office. The corporation
shall maintain at its principal office a copy of certain records, as specified
in ss.2.14 of Article II. The corporation may have such other offices, either
within or without the State of South Carolina, as the board of directors may
designate or as the business of the corporation may require.

SS.1.2  REGISTERED OFFICE.

The registered office of the corporation, required by ss. 33-5-101, of the South
Carolina Business Corporation Act of 1988 (herein after "the Act") may be, but
need not be, identical with the principal office in the state of South Carolina,
and the address of the registered office may be changed from time to time.


                            ARTICLE II. SHAREHOLDERS


SS.2.1  ANNUAL MEETING.

The annual meeting of the shareholders shall be held on such date as may be
designated by the board of directors, provided such date is no later than six
months following the corporation's fiscal year end for the purpose of electing
directors and for the transaction of such other business as may come before the
meeting.

If the election of directors shall not be held on the day designated herein for
any annual meeting of the shareholders, or at any subsequent continuation after
adjournment thereof, the board of directors shall cause the election to be held
at a special meeting of the shareholders as soon thereafter as convenient.



SS.2.2  SPECIAL MEETINGS.

Special meetings of the shareholders, for any purpose or pur poses, described in
the meeting notice, may be called by the president, or by the board of
directors, and shall be called by the president at the request of the holders of
not less than one-tenth of all outstanding votes of the corporation entitled to
be cast on any issue at the meeting.

                                        1

<PAGE>



SS.2.3  PLACE OF MEETING.

The board of directors may designate any place as the place of meeting for any
annual or special meeting of the shareholders, which may be either within or
without the State of South Carolina. If no designation is made, the place of
meeting shall be the principal office of the corporation in the State of South
Carolina.

SS.2.4  NOTICE OF MEETING.

(a)      Required notice.

         Written notice stating the place, day and hour of any annual or special
         shareholder meeting shall be delivered not less than ten nor more than
         sixty days before the date of the meeting, either personally or by
         mail, by or at the direc tion of the president, the board of directors
         or other persons calling the meeting, to each shareholder of record
         entitled to vote at such meeting and to any other share holder entitled
         by the Act or the articles of incorporation to receive notice of the
         meeting. Notice shall be deemed to be effective at the earlier of: (1)
         when deposited in the United States mail, addressed to the shareholder
         at his address as it appears on the stock transfer books of the
         corporation, with postage thereon prepaid, (2) on the date shown on the
         return receipt if sent by registered or certi fied mail, return receipt
         requested, and the receipt is signed by or on behalf of the addressee,
         (3) when received, or (4) 5 days after deposit in the United States
         mail, if mailed postpaid and correctly addressed to an address other
         than that shown in the corporation's current record of shareholders.

(b)      Adjourned Meeting.

         If any shareholder meeting is adjourned to a different date, time, or
         place, notice need not be given of the new date, time or place, if the
         new date, time and place is announced at the meeting before
         adjournment. If a new record date for the adjourned meeting is, or must
         be, fixed (see ss. 2.5 of this Article II) then notice must be given
         pursuant to the requirements of paragraph (a) of this ss. 2.4, to those
         persons who are shareholders as of the new record date.

(c)      Waiver of Notice.

         The shareholder may waive notice of the meeting (or any notice required
         by the Act, articles of incorporation, or bylaws), by a writing signed
         by the shareholder entitled to the notice, which is delivered to the
         corporation (either
                                        2

<PAGE>



         before or after the date and time stated in the notice) for inclusion
         in the minutes or filing with the corporate records.

         A shareholder's attendance at a meeting:

         (1)      waives objection to lack of notice or defective notice of the
                  meeting, unless the shareholder at the beginning of the
                  meeting objects to holding the meeting or transacting
                  business at the meeting;

         (2)      waives objection to consideration of a particular matter at
                  the meeting that is not within the purpose or purposes
                  described in the meeting notice, unless the shareholder
                  objects to considering the matter when it is presented.

(d)      Contents of Notice.

         The notice of each special shareholder meeting shall include a
         description of the purpose or purposes for which the meeting is called.
         Except as provided in this ss.2.4(d), or as provided in the
         corporation's articles, or otherwise in the Act, the notice of an
         annual shareholder meeting need not include a description of the
         purpose or purposes for which the meeting is called.

         If a purpose of any shareholder meeting is to consider either: (1) a
         proposed amendment to the articles of incorporation (including any
         restated articles requiring share holder approval); (2) a plan of
         merger or share exchange; (3) the sale, lease, exchange or other
         disposition of all or substantially all of the corporation's property;
         (4) the adoption, amendment or repeal of a bylaw; (5) dissolution of
         the corporation; or, (6) removal of a director, the notice must so
         state and be accompanied by respectively a copy or summary of the: (1)
         articles of amendment; (2) plan of merger or share exchange; (3)
         transaction for disposition of all the corporation's property; or (4)
         bylaw proposal. If the proposed corporation action creates dissenter's
         rights, the notice must state that shareholders are, or may be entitled
         to assert dissenter's rights, and must be accompanied by a copy of
         Chapter 13 of the Act. If the corporation issues, or authorizes the
         issuance of shares for promissory notes or for promises to render
         services in the future, the corporation shall report in writing to all
         the shareholders the number of shares authorized or issued, and the
         consideration received with or before the notice of the next
         shareholder meeting. Likewise, if the corporation indemnifies or
         advances expenses to a director (pursuant to ss.33-16-210 of the Act)
         this shall be reported to all the
                                       3

<PAGE>



         shareholders with or before notice of the next shareholder's meeting.

SS.2.5  FIXING OF RECORD DATE.

For the purpose of determining shareholders of any voting group entitled to
notice of or to vote at any meeting of shareholders, or shareholders entitled to
receive payment of any distribution or dividend, or in order to make a
determination of shareholders for any other proper purpose, the board of
directors may fix in advance a date as the record date. Such record date shall
not be more than seventy days prior to the date on which the particular action,
requiring such determination of shareholders, is to be taken. If no record date
is so fixed by the board for the determination of shareholders entitled to
notice of, or to vote at a meeting of shareholders, or shareholders entitled to
receive a share dividend or distribution, the record date for determination of
such shareholders shall be at the close of business on:

(a)      With respect to an annual shareholder meeting or any special
         shareholder meeting called by the board or any person specifically
         authorized by the board or these bylaws to call a meeting, the day
         before the first notice is delivered to shareholders;

(b)      With respect to a special shareholder's meeting demanded by
         the shareholders, the date the first shareholder signs the
         demand;

(c)      With respect to the payment of a share dividend, the date
         the board authorizes the share dividend;

(d)      With respect to actions taken in writing without a meeting,
         the date the first shareholder signs a consent;

(e)      And with respect to a distribution to shareholders, (other
         than one involving purchase or reacquisition of shares), the
         date the board authorizes the distribution.  When a deter-
         mination of shareholders entitled to vote at any meeting of
         shareholders has been made as provided in this section, such
         determination shall apply to any adjournment thereof unless
         the board of directors fixes a new record date which it must
         do if the meeting is adjourned to a date more than 120 days
         after the date fixed for the original meeting.

SS.2.6  SHAREHOLDER LIST.

The officer or agent having charge of the stock transfer books for shares of the
corporation shall make a complete record of the shareholders entitled to vote at
each meeting of shareholders thereof, arranged in alphabetical order, with the
address of and
                                        4

<PAGE>



the number of shares held by each. The list must be arranged by
voting group, if such exists, and within each voting group by class or series of
shares. The shareholder's list must be available for inspection by any
shareholder, beginning on the date on which notice of the meeting is given for
which the list was prepared and continuing through the meeting. The list shall
be available at the corporation's principal office or at a place identified in
the meeting notice in the city where the meeting is to be held. A shareholder,
his agent or attorney is entitled on written demand to inspect, and subject to
the requirements of ss. 2.14 of this Article II, to copy the list at his expense
during regular business hours, and during the period it is available for
inspection. The corporation shall maintain the shareholder list in written form
or in another form capable of conversion into written form within a reasonable
time.

SS.2.7  QUORUM AND VOTING REQUIREMENTS.

If the articles of incorporation or the Act provides for voting by a single
voting group on a matter, action on that matter is taken when voted upon by that
voting group.

Shares entitled to vote as a separate voting group may take action on a matter
at a meeting only if a quorum of those shares exists with respect to that
matter. Unless the articles of incorporation, a bylaw adopted pursuant to ss.
2.8 of this Article II, or the Act provide otherwise, a majority of the votes en
titled to be cast on the matter by the voting group constitutes a quorum of that
voting group for action on that matter.


If the articles of incorporation or the Act provide for voting by two or more
voting groups on a matter, action on that matter is taken only when voted upon
by each of those voting groups counted separately. Action may be taken by one
voting group on a matter even though no action is taken by another voting group
entitled to vote on the matter.

Once a share is represented for any purpose at a meeting, it is deemed present
for quorum purposes. If a quorum exists, action on a matter (other than the
election of directors) by a voting group is approved if the votes cast within
the voting group favoring the action exceed the votes cast opposing the action,
unless the articles of incorporation, a bylaw adopted pursuant to ss. 2.8 of
this Article II, or the Act require a greater number of affirmative votes.

SS.2.8  INCREASING EITHER QUORUM OR VOTING REQUIREMENTS.

For purposes of this ss. 2.8 a "supermajority" quorum is a require ment that
more than a majority of the votes of the voting group be present to constitute a
quorum; and a "supermajority" voting requirement is any requirement that
requires the vote of more



                                        5

<PAGE>


than a majority of the affirmative votes of a voting group at a meeting.

The shareholders, but only if specifically authorized to do so by the articles
of incorporation, may adopt, amend or delete a bylaw which fixes a
"supermajority" quorum or "supermajority" voting requirement.

The adoption or amendment of a bylaw that adds, changes, or deletes a
"supermajority" quorum or voting requirement for shareholders must meet the same
quorum requirement and be adopted by the same vote and voting groups required to
take action under the quorum and voting requirement then in effect or proposed
to be adopted, whichever is greater.

A bylaw that fixes a supermajority quorum or voting requirement for shareholders
may not be adopted, amended, or repealed by the board of directors.

SS.2.9  PROXIES.

At all meetings of shareholders, a shareholder may vote in person, or vote by
proxy which is executed in writing by the shareholder or which is executed by
his duly authorized attorney-in-fact. Such proxy shall be dated and filed with
the secretary of the corporation or other person authorized to tabulate votes
before or at the time of the meeting. Unless a time of expiration is otherwise
specified, a proxy is valid for eleven months. A proxy is revocable unless
executed in compliance with ss. 33-7- 220(d) of the Act, or any succeeding
statute of like tenor and effect.

SS.2.10  VOTING OF SHARES.

Unless otherwise provided in the articles, and subject to the cumulative voting
provisions of ss.2.13 of this Article II, each outstanding share entitled to
vote shall be entitled to one vote upon each matter submitted to a vote at a
meeting of shareholders.

Absent special circumstances, outstanding shares of the corporation are not
entitled to vote if they are owned directly or indirectly by another corporation
in which this corporation owns a majority of the shares entitled to vote for the
election of directors of the other corporation; provided, however, this
provision shall not limit the power of this corporation to vote its own shares
held by it in a fiduciary capacity.

Redeemable shares are not entitled to vote after notice of redemption is mailed
to the holders and a sum sufficient to redeem the shares has been deposited with
a bank, trust company,


                                        6

<PAGE>



or other financial institution under an irrevocable obligation to pay the
holders the redemption price on surrender of the shares.

SS.2.11  CORPORATION'S ACCEPTANCE OF VOTES.

(a)      If the name signed on a vote, consent, waiver, or proxy appointment
         corresponds to the name of a shareholder, the corporation if acting in
         good faith is entitled to accept the vote, consent, waiver, or proxy
         appointment and give it effect as the act of the shareholders.

(b)      If the name signed on a vote, consent, waiver, or proxy appointment
         does not correspond to the name of its share holder, the corporation if
         acting in good faith is never theless entitled to accept the vote,
         consent, waiver, or proxy appointment and give it effect as the act of
         the shareholder if:

         (1)      the shareholder is an entity as defined in the Act and
                  the name signed purports to be that of an officer or
                  agent of the entity;


         (2)      the name signed purports to be that of an administrator,
                  executor, guardian, or conservator representing the
                  shareholder and, if the corporation requests, evidence of
                  fiduciary status acceptable to the corporation has been
                  presented with respect to the vote, consent, waiver, or proxy
                  appointment;

         (3)      the name signed purports to be that of a receiver or trustee
                  in bankruptcy of the shareholder and, if the corporation
                  requests, evidence of this status acceptable to the
                  corporation has been presented with respect to the vote,
                  consent, waiver, or proxy appointment;

         (4)      the name signed purports to be that of a pledgee, beneficial
                  owner, or attorney-in-fact of the share holder and, if the
                  corporation requests, evidence acceptable to the corporation
                  of the signatory's authority to sign for the shareholder has
                  been presented with respect to the vote, consent, waiver, or
                  proxy appointment;

         (5)      two or more persons are the shareholder as co-tenants or
                  fiduciaries and the name signed purports to be the name of at
                  least one of the co-owners and the person signing appears to
                  be acting on behalf of all the co-owners.

(c)      The corporation is entitled to reject a vote, consent, waiver, or proxy
         appointment if the secretary or other



                                        7

<PAGE>


         officer or agent authorized to tabulate votes, acting in good faith,
         has reasonable basis for doubt about the validity of the signature on
         it or about the signatory's authority to sign for the shareholder.

(d)      The corporation and its officer or agent who accepts or rejects a vote,
         consent, waiver, or proxy appointment in good faith and in accordance
         with the standards of this section are not liable in damages to the
         shareholder for the consequences of the acceptance or rejection.

(e)      Corporate action based on the acceptance or rejection of a vote,
         consent, waiver, or proxy appointment under this section is valid
         unless a court of competent jurisdiction determines otherwise.



SS.2.12  INFORMAL ACTION BY SHAREHOLDERS.

Any action required or permitted to be taken at a meeting of the shareholders
may be taken without a meeting if one or more consents in writing, setting forth
the action so taken, shall be signed by all of the shareholders entitled to vote
with respect to the subject matter thereof and are delivered to the corporation
for inclusion in the minute book. If the act to be taken requires that notice be
given to non-voting shareholders, the corporation shall give the non-voting
shareholders written notice of the proposed action at least 10 days before the
action is taken, which notice shall contain or be accompanied by the same
material that would have been required if a formal meeting had been called to
consider the action. A consent signed under this section has the effect of a
meeting vote and may be described as such in any document.

SS.2.13  VOTING FOR DIRECTORS.

(a)      General Provision.

         Unless otherwise provided in the articles, at each election for
         directors every shareholder entitled to vote at such election shall
         have the right to vote, in person or by proxy, the number of votes he
         is entitled to cast for as many persons as there are directors to be
         elected and for whose election he has a right to vote, and, if notice
         of cumulative voting has been given either as provided in subsection
         (b)(1) or (b)(2), to cumulate his votes.

(b)      Notice of Cumulative Voting.

         Notice of cumulative voting shall be given either by:



                                        8

<PAGE>



         (1)      the meeting notice or proxy statement accompanying the
                  notice, which states conspicuously that cumulative
                  voting is authorized; or

         (2)      a shareholder who has the right to cumulate his votes shall
                  either (a) give written notice of his intention to the
                  president or other officer of the corporation not less than
                  forty-eight hours before the time fixed for the meeting, which
                  notice must be announced in the meeting before the voting, or
                  (b) announce his intention in the meeting before the voting
                  for directors commences; and all shareholders entitled to vote
                  at the meeting shall without further notice be entitled to
                  cumulate their votes.


(c)      Recess.

         If cumulative voting is to be used, the person presiding may, or if
         requested by any shareholder shall, recess the meeting for a reasonable
         time to allow deliberation by shareholders, not to exceed two hours.

(d)      Plurality Requirement.

         Unless otherwise provided in the articles of incorporation, directors
         are elected by a plurality of the votes cast by the shares entitled to
         vote in the election at a meeting at which a quorum is present.


SS.2.14  SHAREHOLDER'S RIGHTS TO INSPECT CORPORATE RECORDS.

(a)      Minutes and Accounting Records.

         The corporation shall keep as permanent records minutes of all meetings
         of its shareholders and board of directors, a record of all actions
         taken by the shareholders or board of directors without a meeting, and
         a record of all actions taken by a committee of the board of directors
         in place of the board of directors on behalf of the corporation. The
         corporation shall maintain appropriate accounting records.

(b)      Absolute Inspection Rights of Records Required at Principal
         Office.

         If he gives the corporation written notice of his demand at least five
         business days before the date on which he wishes to inspect and copy, a
         shareholder (or his agent or attorney) has the right to inspect and
         copy, during regular business hours any of the following records, all
         of which the corporation is required to keep at its principal office:


                                        9

<PAGE>



         (1)      its articles or restated articles of incorporation and
                  all amendments to them currently in effect;

         (2)      its bylaws or restated bylaws and all amendments to
                  them currently in effect;

         (3)      resolutions adopted by is board of directors creating one or
                  more classes or series of shares, and fixing their relative
                  rights, preferences, and limitations, if shares issued
                  pursuant to those resolutions are outstanding;

         (4)      the minutes of all shareholders' meetings, and records
                  of all action taken by shareholders without a meeting,
                  for the past 10 years;

         (5)      all written communications to shareholders generally within
                  the past three years, including the financial statement
                  furnished for the past three years to the shareholders;

         (6)      a list of the names and business addresses of its
                  current directors and officers;

         (7)      its most recent annual report delivered to the South
                  Carolina Tax Commission; and

         (8)      if the shareholder owns at least one percent of any class of
                  shares, he may inspect and copy its federal and state income
                  tax returns for the last ten years.

(c)      Conditional Inspection Right.

         In addition, if he gives the corporation a written demand made in good
         faith and for a proper purpose at least five business days before the
         date on which he wishes to inspect and copy, he describes with
         reasonable particularity his purpose and the records he desires to
         inspect, and the records are directly connected with his purpose, a
         share holder of a corporation (or his agent or attorney) is entitled
         to inspect and copy, during regular business hours at a reasonable
         location specified by the corporation, any of the following records of
         the corporation:

         (1)      excerpts from minutes of any meeting of the board of
                  directors, records of any action of a committee of the board
                  of directors on behalf of the corporation, minutes of any
                  meeting of the shareholders, and records of action taken by
                  the shareholders or board of directors without a meeting, to
                  the extent not subject to inspection under paragraph (a) of
                  this ss. 2.14.

                                       10

<PAGE>



         (2)      accounting records of the corporation; and

         (3)      the record of shareholders (compiled no earlier than
                  the date of the shareholder's demand).



(d)      Copy Costs.

         The right to copy records includes, if reasonable, the right to receive
         copies made by photographic, xerographic, or other means. The
         corporation may impose a reasonable charge, covering the costs of labor
         and material, for copies of any documents provided to the shareholder.
         The charge may not exceed the estimated cost of production or repro-
         duction of the records.


SS.2.15  FINANCIAL STATEMENTS SHALL BE FURNISHED TO THE
         SHAREHOLDERS.

(a)      The corporation shall furnish its shareholders annual finan
         cial statements, which may be consolidated or combined
         statements of the corporation and one or more of its sub-
         sidiaries, as appropriate, that include a balance sheet as
         of the end of the fiscal year, an income statement for that
         year, and a statement of changes in shareholders' equity for
         the year unless that information appears elsewhere in the
         financial statements.  If financial statements are prepared
         for the corporation on the basis of generally accepted
         accounting principles, the annual financial statements for
         the shareholders also must be prepared on that basis.

(b)      If the annual financial statements are reported upon by a public
         accountant, his report must accompany them. If not, the statements must
         be accompanied by a statement of the president or the person
         responsible for the corporation's accounting records:

         (1)      stating his reasonable belief whether the statements were
                  prepared on the basis of generally accepted accounting
                  principles and, if not, describing the basis of preparation;
                  and

         (2)      describing any respects in which the statements were not
                  prepared on a basis of accounting consistent with the
                  statements prepared for the preceding year.

(c)      A corporation shall mail the annual financial statements to each
         shareholder within 120 days after the close of each fiscal year.
         Thereafter, on written request from a share holder who was not mailed
         the statements, the corporation shall mail him the latest financial
         statements.
                                       11

<PAGE>


SS.2.16  DISSENTER'S RIGHTS


Each shareholder shall have the right to dissent from, and obtain payment for
his shares when so authorized by the Act, articles of incorporation, these
bylaws, or in a resolution of the board of directors.


                         ARTICLE III. BOARD OF DIRECTORS

SS.3.1  GENERAL POWERS.

Unless the articles of incorporation have dispensed with or limited the
authority of the board of directors by describing who will perform some or all
of the duties of a board of directors, all corporate powers shall be exercised
by or under the authority of, and the business and affairs of the corporation
shall be managed under the direction of the board of directors.

SS.3.2  NUMBER, TENURE AND QUALIFICATIONS OF DIRECTORS.

Unless otherwise provided in the articles of incorporation, the number of
directors of the corporation shall be the number designated by the directors at
their initial or organizational meeting. Thereafter, the number of directors may
be increased or decreased by action of the board and shareholders at any annual
meeting of shareholders. Each director shall hold office until the next annual
meeting of shareholders or until removed. However, if his term expires, he shall
continue to serve until his successor shall have been elected and qualified or
until there is a decrease in the number of directors. Directors need not be
residents of the State of South Carolina or shareholders of the corporation
unless so required by the articles of incorporation.

SS.3.3  REGULAR MEETINGS.

Unless otherwise provided in the articles, a regular meeting of the board of
directors shall be held without other notice than this bylaw immediately after,
and at the same place as, the annual meeting of shareholders. The board of
directors may provide, by resolution, the time and place for the holding of
additional regular meetings without other notice than such resolution. (If so
permitted by ss. 3.7, any such regular meeting may be held by telephone.)

SS.3.4  SPECIAL MEETINGS.

Unless otherwise provided in the articles, special meetings of
the board of directors may be called by or at the request of the
chairman of the board, the president or a majority of the board of directors.
The person authorized to call special meetings of


                                       12

<PAGE>



the board of directors may fix any place, only within the County of South
Carolina where this corporation has its principal office as the place for
holding any special meeting of the board of directors, or if permitted by ss.
3.7, such meeting may be held by telephone.

SS.3.5  NOTICE OF SPECIAL MEETING.

Unless the articles of incorporation provide for a longer or shorter period,
notice of any special meeting shall be given at least two days previously
thereto either orally or in writing. If mailed, such notice shall be deemed to
be effective at the earlier of: (1) when received; (2) 5 days after deposited in
the United States mail, addressed to the director's business office, with
postage thereon prepaid; or (3) the date shown on the return receipt if sent by
registered or certified mail, return receipt requested, and the receipt is
signed by or on behalf of the director. Any director may waive notice of any
meeting. Except as provided in the next sentence, the waiver must be in writing,
signed by the director entitled to the notice, and filed with the minutes or
corporate records. The attendance of a director at a meeting shall constitute a
waiver of notice of such meeting, except where a director attends a meeting for
the express purpose of objecting to the transaction of any business and at the
beginning of the meeting (or promptly upon his arrival) objects to holding the
meeting or transacting business at the meeting, and does not thereafter vote for
or assent to action taken at the meeting.

SS.3.6  DIRECTOR QUORUM.

A majority of the number of directors in office immediately before the meeting
begins shall constitute a quorum for the transaction of business at any meeting
of the board of directors, unless the articles require a greater number. Any
amendment to this quorum requirement is subject to the provisions of ss. 3.8 of
this Article III.



SS.3.7  MANNER OF ACTING.

(a)      Required Vote

         The act of the majority of the directors present at a meet
         ing at which a quorum is present when the vote is taken
         shall be the act of the board of directors unless the arti-
         cles of incorporation require a greater percentage.  Any
         amendment which changes the number of directors needed to take action,
         is subject to the provisions of ss. 3.8 of this Article III.


                                       13

<PAGE>





(b)      Telephone Meeting

         Unless the articles of incorporation provide otherwise, any or all
         directors may participate in a regular or special meeting by, or
         conduct the meeting through the use of, any means of communication by
         which all directors participating may simultaneously hear each other
         during the meeting. A director participating in a meeting by this means
         is deemed to be present in person at the meeting.

(c)      Failure To Object To Action

         A director who is present at a meeting of the board of directors or a
         committee of the board of directors when corporate action is taken is
         deemed to have assented to the action taken unless: (1) he objects at
         the beginning of the meeting (or promptly upon his arrival) to holding
         it or transacting business at the meeting; or (2) his dissent or
         abstention from the action taken is entered in the minutes of the
         meeting; or (3) he delivers written notice of his dissent or abstention
         to the presiding officer of the meet ing before its adjournment or to
         the corporation immediately after adjournment of the meeting. The right
         of dissent or abstention is not available to a director who votes in
         favor of the action taken.

SS.3.8  ESTABLISHING A "SUPERMAJORITY" QUORUM OR VOTING
          REQUIREMENT.

For purposes of this ss. 3.8, a "supermajority" quorum is a requirement that
more than a majority of the directors in office constitute a quorum; and a
"supermajority" voting requirement is any requirement that requires the vote of
more than a majority of those directors present at a meeting at which a quorum
is present to be the act of the directors.

A bylaw that fixes a supermajority quorum or supermajority voting requirement
may be amended or repealed:

(1)      if originally adopted by the shareholders, only by the
         shareholders (unless otherwise provided by the sharehold-
         ers);

(2)      if originally adopted by the board of directors, either by
         the shareholders or by the board of directors.

A bylaw adopted or amended by the shareholders that fixes a supermajority quorum
or supermajority voting requirement for the board of directors may provide that
it may be amended or repealed only by a specified vote of either the
shareholders or the board of directors.


                                       14

<PAGE>





Subject to the provisions of the preceding paragraph, action by the board of
directors to adopt, amend, or repeal a bylaw that changes the quorum or voting
requirement for the board of direc tors must meet the same quorum requirement
and be adopted by the same vote required to take action under the quorum and
voting requirement then in effect or proposed to be adopted, whichever is
greater.

SS.3.9  ACTION WITHOUT A MEETING.

Unless the articles of incorporation provide otherwise, action required or
permitted by the Act to be taken at a board of directors' meeting may be taken
without a meeting if the action is assented to by all members of the board.

The action may be evidenced by one or more written consents describing the
action taken, signed by each director, and included in the minutes or filed with
the corporate records reflecting the action taken. Action evidenced by written
consents under this section is effective when the last director signs the
consent, unless the consent specifies a different effective date. A consent
signed under this section has the effect of a meeting vote and may be described
as such in any document.

SS.3.10  REMOVAL OF A DIRECTOR.

The shareholders may remove one or more directors at a meeting called for that
purpose if notice has been given that a purpose of the meeting is such removal.
The removal may be with or without cause unless the articles provide that
directors may only be removed with cause. If a director is elected by a voting
group of shareholders, only the shareholders of that voting group may
participate in the vote to remove him. If cumulative voting is authorized, a
director may not be removed if the number of votes sufficient to elect him under
cumulative voting is voted against his removal. If cumulative voting is not
authorized, a director may be removed only if the number of votes cast to remove
him exceeds the number of votes cast not to remove him.

SS.3.11  VACANCIES.

Unless the articles of incorporation provide otherwise, if a vacancy occurs on a
board of directors, including a vacancy resulting from an increase in the number
of directors, the shareholders may fill the vacancy. During such time that the
shareholders fail or are unable to fill such vacancies then and until the
shareholders act:

(a)      the board of directors may fill the vacancy; or

                                       15

<PAGE>




(b)      if the directors remaining in office constitute fewer than a quorum of
         the board, they may fill the vacancy by the affirmative vote of a
         majority of all the directors remaining in office.

If the vacant office was held by a director elected by a voting group of
shareholders, only the holders of shares of that voting group are entitled to
vote to fill the vacancy if it is filled by the shareholders.

A vacancy that will occur at a specific later date (by reason of a resignation
effective at a later date) may be filled before the vacancy occurs but the new
director may not take office until the vacancy occurs.

The term of a director elected to fill a vacancy expires at the next
shareholders' meeting at which directors are elected. However, if his term
expires, he shall continue to serve until his successor is elected and qualifies
or until there is a decrease in the number of directors.

SS.3.12  COMPENSATION.

Unless otherwise provided in the articles, by resolution of the board of
directors, each director may be paid his expenses, if any, of attendance at each
meeting of the board of directors, and may be paid a stated salary as director
or a fixed sum for attendance at each meeting of the board of directors or both.
No such payment shall preclude any director from serving the corporation in any
capacity and receiving compensation therefor.

SS.3.13  COMMITTEES.

(a)  Creation of Committees.

         Unless the articles of incorporation provide otherwise, the board of
         directors may create one or more committees and appoint members of the
         board of directors to serve on them or the president, if so delegated
         by the board, may appoint members to serve on committees created by the
         board. Each committee must have two or more members, who serve at the
         pleasure of the board of directors.

(b)      Selection of Members.

         The creation of a committee and appointment of members to it must be
         approved by the greater of (1) a majority of all the directors in
         office when the action is taken or (2) the number of directors required
         by the articles of incorpora tion to take such action, (or, if not
         specified in the articles, the numbers required by, ss. 3.7 of this
         Article III to take action).



                                       16

<PAGE>




(c)      Required Procedures.

         ss.ss. 3.4, 3.5, 3.6, 3.7, 3.8 and 3.9 of this Article III, which
         govern meetings, action without meetings, notice and waiver of notice,
         quorum and voting requirements of the board of directors, apply to
         committees and their members.

(d)      Authority.

         Unless limited by the articles of incorporation, each committee may
         exercise those aspects of the authority of the board of directors which
         the board of directors confers upon such committee in the resolution
         creating the committee. Provided, however, a committee may not:

         (1)      authorize distributions;

         (2)      approve or propose to shareholders action that the Act
                  requires be approved by shareholders;

         (3)      fill vacancies on the board of directors or on any of
                  its committees;

         (4)      amend the articles of incorporation pursuant to the
                  authority of directors;

         (5)      adopt, amend, or repeal bylaws;

         (6)      approve a plan of merger not requiring shareholder
                  approval;

         (7)      authorize or approve reacquisition of shares, except
                  according to a formula or method prescribed by the
                  board of directors; or

         (8)      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.


                              ARTICLE IV. OFFICERS

SS.4.1  NUMBER.

The officers of corporation shall be a president, a secretary, and a treasurer,
each of whom shall be appointed by the board of


                                       17

<PAGE>


directors. Such other officers and assistant officers as may be deemed
necessary, including any vice-presidents, may be appointed by the board of
directors. If specifically authorized by the board of directors, an officer may
appoint one or more officers or assistant officers. The same individual may
simultaneously hold more than one office in the corporation.

SS.4.2  APPOINTMENT AND TERM OF OFFICE.

The officers of the corporation shall be appointed by the board of directors for
a term as determined by the board of directors. (The designation of a specified
term grants to the officer no contract rights, and the board can remove the
officer at any time prior to the termination of such term). If no term is
specified, they shall hold office until they resign, die, or until they are
removed in the manner provided in ss. 4.3 of this Article IV.

SS.4.3  REMOVAL.

Unless appointed by the shareholders, any officer or agent may be removed by the
board of directors at any time, with or without cause. Any officer or agent
appointed by the shareholders may be removed by the shareholders with or without
cause. Such removal shall be without prejudice to the contract rights, if any,
of the person so removed. Appointment of an officer or agent shall not of itself
create contract rights.

SS.4.4  PRESIDENT.

The president shall be the principal executive officer of the corporation and,
subject to the control of the board of directors, shall in general supervise
and control all of the business and affairs of the corporation. He shall, when
present, preside at all meetings of the shareholders and of the board of direc
tors, unless a Chairman of the board of directors shall have been designated by
the board. He may sign, with the secretary or any other proper officer of the
corporation thereunto authorized by the board of directors, certificates for
shares of the corpora tion and deeds, mortgages, bonds, contracts, or other
instruments which the board of directors has authorized to be executed, except
in cases where the signing and execution thereof shall be expressly delegated by
the board of directors or by these bylaws to some other officer or agent of the
corporation, or shall be required by law to be otherwise signed or executed; and
in general shall perform all duties incident to the office of president and such
other duties as may be prescribed by the board of directors from time to time.

SS.4.5  THE VICE PRESIDENTS.

If appointed, in the absence of the president or in the event of his death,
inability or refusal to act, the vice-president (or in



                                       18

<PAGE>




the event there be more than one vice-president, the vice-presidents in the
order designated at the time of their election, or in the absence of any
designation, then in the order of their appointment) shall perform the duties of
the president, and when so acting, shall have all the powers of and be subject
to all the restrictions upon the president. (If there is no vice-president, then
the treasurer shall perform such duties of the president.) Any vice-president
may sign, with the secretary or an assistant secretary, certificates for shares
of the corporation the issuance of which have been authorized by resolution of
the board of directors; and shall perform such other duties as from time to time
may be assigned to him by the president or by the board of directors.

SS.4.6  THE SECRETARY.

The secretary shall: (a) keep the minutes of the proceedings of the shareholders
and of the board of directors in one or more books provided for that purpose;
(b) see that all notices are duly given in accordance with the provisions of
these bylaws or as required by law; (c) be custodian of the corporate records
and of any seal of the corporation and if there is a seal of the corporation,
see that it is affixed to all documents the execution of which on behalf of the
corporation under its seal is duly authorized; (d) when requested or required,
authenticate any records of the corporation; (e) keep a register of the post
office address of each shareholder which shall be furnished to the secretary by
such shareholder; (f) sign with the president, or a vice-president, certificates
for shares of the corporation, the issuance of which shall have been authorized
by resolution of the board of directors; (g) have general charge of the stock
transfer books of the corporation; and (h) in general perform all duties
incident to the office of secretary and such other duties as from time to time
may be assigned to him by the president or by the board of directors.

SS.4.7  THE TREASURER.

The treasurer shall: (a) have charge and custody of and be responsible for all
funds and securities of the corporation; (b) receive and give receipts for
moneys due and payable to the corporation from any source whatsoever, and
deposit all such moneys in the name of the corporation in such banks, trust
companies or other depositaries as shall be selected by the board of directors;
and (c) in general perform all of the duties incident to the office of treasurer
and such other duties as from time to time may be assigned to him by the
president or by the board of directors. If required by the board of directors,
the treasurer shall give a bond for the faithful discharge of his duties in such
sum and with such surety or sureties as the board of directors shall determine.

                                       19

<PAGE>




SS.4.8  ASSISTANT SECRETARIES AND ASSISTANT TREASURERS.

The assistant secretaries, when authorized by the board of directors, may sign
with the president or a vice-president certificates for shares of the
corporation the issuance of which shall have been authorized by a resolution of
the board of directors. The assistant treasurers shall respectively, if required
by the board of directors, give bonds for the faithful discharge of their duties
in such sums and with such sureties as the board of directors shall determine.
The assistant secre taries and assistant treasurers, in general, shall perform
such duties as shall be assigned to them by the secretary or the treasurer,
respectively, or by the president or the board of directors.


SS.4.9  SALARIES.

The salaries of the officers shall be fixed from time to time by the board of
directors.


                           ARTICLE V. INDEMNIFICATION
                             OF DIRECTORS, OFFICERS,
                              AGENTS, AND EMPLOYEES

SS.5.1  INDEMNIFICATION OF DIRECTORS.

Unless otherwise provided in the articles, the corporation shall indemnify any
individual made a party to a proceeding because he is or was a director of the
company, against liability incurred in the proceeding, but only if such
indemnification is both (i) permissible and (ii) authorized, as defined in
subsection (a) of this ss. 5.1. (Such indemnification is further subject to the
limitation specified in subsection (c).)

(a)      Determination and Authorization

         The corporation shall not indemnify a director under this ss. 5.1 of
         Article V unless:

         (1)      Determination:
                  A determination has been made in accordance with the
                  procedures set forth in ss. 33-8-550(b) of the Act that the
                  director met the standard of conduct set forth in subsection
                  (b) below, and

         (2)      Authorization:
                  The board of directors (as specified in ss. 33-8-550(c) of the
                  Act) authorizes payment after they have concluded that the
                  expenses are reasonable, the corporation has the financial
                  ability to make the payment, and that the financial resources
                  of the company should be




                                       20

<PAGE>



                  devoted to this use rather than some
                  other use by the corporation.

(b)      Standard of Conduct

         The individual shall demonstrate that:

         (1)  he conducted himself in good faith; and
         (2)  he reasonably believed:


                  (i)  in the case of conduct in his official capacity
                  with the corporation, that his conduct was in its best
                  interests; and

                  (ii)  in all other cases, that his conduct was at least
                  not opposed to its best interests; and

                  (iii) in the case of any criminal proceeding, he had no
                  reasonable cause to believe his conduct was unlawful.

         The corporation shall not indemnify a director under this ss. 5.1 of
         Article V:

         (1)      in connection with a proceeding by or in the right of
                  the corporation in which the director was adjudged
                  liable to the corporation; or

         (2)      in connection with any other proceeding charging improper
                  personal benefit to him, whether or not involving action in
                  his official capacity, in which he was adjudged liable on the
                  basis that personal benefit was improperly received by him.

(c)      Indemnification in Derivative Actions Limited

         Indemnification permitted under this ss. 5.1 of Article V in connection
         with a proceeding by or in the right of the corporation is limited to
         reasonable expenses incurred in connection with the proceeding.


SS.5.2  ADVANCE EXPENSES FOR DIRECTORS

If a determination is made, following the procedures of Article V ss. 5.1(a),
that the director has met the following requirements; and if an authorization of
payment is made, also following the procedures and standards set forth in
Article V ss. 5.1(a); then unless otherwise provided in the articles of
incorporation, the company shall pay for or reimburse the reasonable expenses
incurred by a director who is a party to a proceeding in advance of final
disposition of the proceeding, if:


                                       21

<PAGE>




(a)      the director furnishes the corporation a written affirmation of his
         good faith belief that he has met the standard of conduct described in
         subsection (b) of ss. 5.1 of this Article V.


(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 the standard of conduct (which
         undertaking must 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); and

(c)      a determination is made that the facts then known to those making the
         determination would not preclude indemnification under section 5.1 of
         this Article V or ss. 33-8-500 through ss. 33-8-580 of the Act.

SS.5.3  INDEMNIFICATION OF OFFICERS, AGENTS, AND EMPLOYEES WHO ARE
      NOT DIRECTORS.

Unless otherwise provided in the articles of incorporation, the board of
directors may indemnify and advance expenses to any officer, employee, or agent
of the corporation, who is not a director of the corporation, to any extent,
consistent with public policy, as determined by the general or specific action
of the board of directors.


                          ARTICLE VI. CERTIFICATES FOR
                            SHARES AND THEIR TRANSFER

SS.6.1  CERTIFICATES FOR SHARES.

(a)      Content

         Certificates representing shares of the corporation shall at minimum,
         state on their face the name of the issuing corporation and that it is
         formed under the laws of South Carolina; the name of the person to whom
         issued; and the number and class of shares and the designation of the
         se ries, if any, the certificate represents; and be in such form as
         determined by the board of directors. Such certificates shall be
         signed (either manually or by facsimile) by the president or a
         vice-president and by the secretary or an assistant secretary and may
         be sealed with a corporate seal or a facsimile thereof. Each
         certificate for shares shall be consecutively numbered or otherwise
         identified.





                                       22

<PAGE>



(b)      Legend as to Class or Series.

         If the corporation is authorized to issue different classes of shares
         or different series within a class, 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 varia
         tions for future series) must be summarized on the front or back of
         each certificate. Alternatively, each certificate may state
         conspicuously on its front or back that the corpo ration will furnish
         the shareholder this information on request in writing and without
         charge.

(c)      Shareholder List.

         The name and address of the person to whom the shares represented
         thereby are issued, with the number of shares and date of issue, shall
         be entered on the stock transfer books of the corporation.

(d)      Transferring Shares.

         All certificates surrendered to the corporation for transfer shall be
         cancelled and no new certificate shall be issued until the former
         certificate for a like number of shares shall have been surrendered and
         cancelled, except that in case of a lost, destroyed or mutilated
         certificate a new one may be issued therefor upon such terms and
         indemnity to the corporation as the board of directors may prescribe.


SS.6.2  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. In order to register a transfer,
the record owner shall surrender the shares to the corporation for cancellation,
properly endorsed by the appropriate person or persons with reasonable
assurances that the endorsements are genuine and effective. Subject to the
provisions of ss. 33-7-300(d) of the Act (relating to shares held in a voting
trust), and unless the corporation has established a procedure by which a
beneficial owner of shares held by a nominee is to be recognized by the
corporation as the owner, the person in whose name shares stand on the books of
the corporation shall be deemed by the corporation to be the owner thereof for
all purposes.


SS.6.3  RESTRICTIONS ON TRANSFER OF SHARES PERMITTED.

The board of directors (or shareholders) may impose restrictions on the transfer
or registration of transfer of shares (including


                                       23

<PAGE>



any security convertible into, or carrying a right to subscribe for or acquire
shares). 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 or registration of transfer of shares may be
authorized:

(a)      to maintain the corporation's status when it is dependent on
         the number or identity of its shareholders;

(b)      to preserve exemptions under federal or state securities
         law;

(c)      for any other reasonable purpose.

A restriction on the transfer or registration of transfer of shares may:

(a)      obligate the shareholder first to offer the corporation or
         other persons (separately, consecutively, or simultaneously)
         an opportunity to acquire the restricted shares;

(b)      obligate the corporation or other persons (separately,
         consecutively, or simultaneously) to acquire the restricted
         shares;

(c)      require the corporation, the holders or any class of its
         shares, or another person to approve the transfer of the
         restricted shares, if the requirement is not manifestly
         unreasonable;

(d)      prohibit the transfer of the restricted shares to designated
         persons or classes of persons, if the prohibition is not
         manifestly unreasonable.

A restriction on the transfer or registration of transfer of shares is valid and
enforceable against the holder or a transferee of the holder if the restriction
is authorized by this section and its existence is noted conspicuously on the
front or back of the certificate. Unless so noted, a restriction is not
enforceable against a person without knowledge of the restriction.



SS.6.4  ACQUISITION OF SHARES.

The corporation may acquire its own shares and unless otherwise provided in the
articles of incorporation, the shares so acquired constitute authorized but
unissued shares.


                                       24

<PAGE>



If the articles of incorporation prohibit the reissue of acquired shares, the
number of authorized shares is reduced by the number of shares acquired,
effective upon amendment of the articles of incorporation, which amendment shall
be adopted by the shareholders or the board of directors without shareholder
action. The article of amendment must be delivered to the Secretary of State and
must set forth:

(a)      the name of the corporation;

(b)      the reduction in the number of authorized shares, itemized
         by class and series; and

(c)      the total number of authorized shares, itemized by class and
         series, remaining after reduction of the shares.


                           ARTICLE VII. DISTRIBUTIONS

SS.7.1  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 law and in the corporation's articles
of incorporation.


                          ARTICLE VIII. CORPORATE SEAL

SS.8.1  CORPORATE SEAL.

The board of directors may provide a corporate seal which may be circular in
form and have inscribed thereon any designation including the name of the
corporation, South Carolina as the state of incorporation, and the words
"Corporate Seal."



                          ARTICLE IX. EMERGENCY BYLAWS

SS.9.1  EMERGENCY BYLAWS.

Unless the articles of incorporation provide otherwise, the following provisions
of this Article IX, ss. 9.1 "Emergency Bylaws" shall be effective during an
emergency which is defined as when a quorum of the corporation's directors
cannot be readily assembled because of some catastrophic event.

During such emergency:



                                       25

<PAGE>





(a)      Notice of Board Meetings

         Any one member of the board of directors or any one of the following
         officers: president, any vice-president, secretary, or treasurer, may
         call a meeting of the board of directors. Notice of such meeting need
         be given only to those directors whom it is practicable to reach, and
         may be given in any practical manner, including by publication and
         radio. Such notice shall be given at least six hours prior to
         commencement of the meeting.


(b)      Temporary Directors and Quorum

         One or more officers of the corporation present at the emergency board
         meeting, as is necessary to achieve a quorum, shall be considered to
         be directors for the meeting, and shall so serve in order of rank, and
         within the same rank, in order of seniority. In the event that less
         than a quorum (as determined by Article III ss. 3.6) of the directors
         are present (including any officers who are to serve as directors for
         the meeting), those directors present (including the officers serving
         as directors) shall constitute a quorum.

(c)      Actions Permitted to be taken

         The board may as constituted in paragraph (b), and after notice as set
         forth in paragraph (a):


         (1)      Officers Powers

                  Prescribe emergency powers to any officer of the corpo
                  ration;

         (2)      Delegation of any Power

                  Delegate to any officer or director, any of the powers
                  of the board of directors;

         (3)      Lines of succession

                  Designate lines of succession of officers and agents, in the
                  event that any of them are unable to discharge their duties;

         (4)      Relocate principal place of business

                  Relocate the principal place of business, or designate
                  successive or simultaneous principal places of busi-
                  ness;


                                       26

<PAGE>




         (5)      All Other Action

                  Take any other action, convenient, helpful, or necessary to
                  carry on the business of the corporation.


                              ARTICLE X. AMENDMENTS

SS.10.1  AMENDMENTS.

The corporation's board of directors may amend or repeal any of the
corporation's bylaws unless:

(a)      the articles of incorporation or the Act reserve this power
         exclusively to the shareholders in whole or part; or

(b)      the shareholders in adopting, amending, or repealing a
         particular bylaw provide expressly that the board of direc
         tors may not amend or repeal that bylaw; or

(3)      the bylaw either establishes, amends, or deletes, a super majority
         shareholder quorum or voting requirement (as de fined in ss. 2.8 of
         Article II.


Any amendment which changes the voting or quorum requirement for the board must
comply with Article III ss. 3.8, and for the share holders, must comply with
Article II ss. 2.8.

The corporation's shareholders may amend or repeal the corporation's bylaws
even though the bylaws may also be amended or repealed by its board of
directors. Any notice of a meeting of shareholders at which bylaws are to be
adopted, amended, or repealed shall state that the purpose, or one of the
purposes, of the meeting is to consider the adoption, amendment, or repeal of
bylaws and contain or be accompanied by a copy or summary of the proposal.

April 10, 1990


                                       27

<PAGE>