Exhibit 4.2






EXHIBIT 4.2




___________________________________________________











PepsiCo, Inc.










By-Laws







As amended to August 2, 2001












___________________________________________________





Article I


                                                                Offices


        Section 1.1        Principal  Office.  The principal office of PepsiCo,  Inc.  (hereinafter  called the  "Corporation")  in the
State of North Carolina shall be in the City of New Bern, County of Craven.


        Section
1.2         Other Offices. The Corporation may also have an office or offices at
such other place or places, either within or without the State of North
Carolina, as the Board of Directors of the Corporation (hereinafter called the
“Board”) may from time to time by resolution determine or as may be
appropriate to the business of the Corporation. 


Article II


                                                       Meetings of Stockholders


        Section
2.1         Place of Meetings. All meetings of the stockholders of the
Corporation shall be held at the principal office of the Corporation in the
State of North Carolina, or at such other place within or without the State of
North Carolina as may from time to time be fixed by resolution of the Board. 


        Section
2.2         Annual Meetings. The annual meeting of the stockholders of the
Corporation for the election of directors and for the transaction of such other
business as may properly come before the meeting shall be held on the first
Wednesday of May in each year (or, if that day shall be a legal holiday under
the laws of the State where such meeting is to be held, then on the next
succeeding business day). For nominations or other proper business to be brought
before an annual meeting by a stockholder, the stockholder must give written
notice thereof to the Secretary of the Corporation, with such notice to be
received at the principal office of the Corporation no less that 90 days prior
to the first anniversary of the preceding year’s annual meeting. Such
stockholder notice shall set forth: (A) as to each person whom the stockholder
proposes to nominate for election or reelection as a director all information
relating to such person that is required to be disclosed in solicitations of
proxies for election of directors in an election contest, or is otherwise
required, in each case pursuant to Regulation 14A under the Securities Exchange
Act of 1934, as amended, including such person’s written consent to being
named in the proxy statement as a nominee and to serving as a director if
elected; (B) as to any other business that the stockholder proposes to bring
before the meeting, the reasons for conducting such business at the meeting and
any material interest in such business of such stockholder; and (C) the name and
address of such stockholder as it appears on the Corporation’s books, and
the number of shares of the Corporation’s stock which are owned by such
stockholder. 


        Section
2.3         Special Meetings. A special meeting of the stockholders of the
Corporation may be called at any time by the Chairman or Vice Chairman of the
Board or the Board, and shall be called by the Secretary upon the written
request of stockholders owning a majority of shares of the common stock of the
Corporation outstanding and entitled to vote at such meeting. Such special
meeting shall be held at such time and at such place within or without the State
of North Carolina as may be fixed by the Chairman or Vice Chairman of the Board,
in the case of meetings called by the Chairman or Vice Chairman of the Board, or
by resolution of the Board, in the case of meetings called by the Board; and any
meeting called at the request of stockholders pursuant hereto shall be held at
the principal office of the Corporation within ninety (90) days from the receipt
by the Secretary of such request. Any request for a special meeting of the
stockholders shall set forth: (A) a statement of the specific proposal to be
brought before the meeting, the reasons for conducting such business at the
meeting, and any material interest in such business of the stockholders
requesting the meeting; (B) the name and address of each such stockholder as it
appears on the Corporation’s books; and (C) the number of shares of the
Corporation’s stock which are owned by each such stockholder. 




        Section
2.4         Notice of Meetings. Except as otherwise prescribed by statute, the
Articles of Incorporation or these By-Laws, notice of each meeting of the
stockholders of the Corporation, whether annual or special, shall be given at
least ten (10) days before the day on which the meeting is to be held to each
stockholder entitled to vote thereat, by mailing a written or printed notice
thereof, postage prepaid, addressed to him at his address as it appears on the
stock ledger of the Corporation or, in the absence of knowledge on the part of
the Corporation of any such address, then at the principal office of the
Corporation in the State of North Carolina. Except as otherwise prescribed by
statute, notice of any adjourned meeting of stockholders need not be given. 


        Section
2.5         Quorum, Presiding Officer. Except as otherwise prescribed by statute,
the Articles of Incorporation or these By-Laws, at any meeting of the
stockholders of the Corporation, the presence in person or by proxy of the
holders of record of a majority of the issued and outstanding shares of common
stock of the Corporation entitled to vote thereat shall constitute a quorum for
the transaction of business. In the absence of a quorum at such meeting or any
adjournment or adjournments thereof, the holders of record of a majority of such
shares so present in person or by proxy and entitled to vote thereat or, in the
absence of all the stockholders, any officer entitled to preside at or act as
Secretary of the meeting, may adjourn the meeting from time to time until a
quorum shall be present. At any such adjourned meeting at which a quorum is
present, any business may be transacted which might have been transacted at the
meeting as originally called. Meetings of the stockholders shall be presided
over by the Chairman or Vice Chairman of the Board, or, if neither is present,
by another officer or director who shall be designated to serve in such event by
the Board. The Secretary of the Corporation, or an Assistant Secretary
designated by the officer presiding at the meeting, shall act as Secretary of
the meeting. 




        Section
2.6         Voting, Inspectors of Election. Except as otherwise prescribed by
statute, the Articles of Incorporation or these By-Laws, at any meeting of the
stockholders of the Corporation, each stockholder shall be entitled to one vote
in person or by proxy for each share of the common stock of the Corporation
registered in the name of such stockholder on the books of the Corporation on
the date fixed pursuant to Section 8.3 of these By-Laws as the record date for
the determination of stockholders entitled to vote at such meeting. No proxy
shall be voted after eleven (11) months from its date unless said proxy provides
for a longer period. Shares of its own common stock belonging to the Corporation
shall not be voted either directly or indirectly. At all meetings of the
stockholders of the Corporation, a quorum being present, all matters (except as
otherwise expressly prescribed by statute, the Articles of Incorporation or
these By-Laws) shall be decided by the vote of the holders of a majority of the
stock of the Corporation, present in person or by proxy, and entitled to vote
thereat. The vote for the election of directors, other matters expressly
prescribed by statute, and, upon the direction of the presiding officer of the
meeting, the vote on any other question before the meeting, shall be by ballot.
At all meetings of stockholders, the polls shall be opened and closed, the
proxies and ballots shall be received, taken in charge and examined, and all
questions concerning the qualifications of voters, the validity of proxies and
the acceptance or rejection of proxies and of votes shall be decided by three
(3) inspectors of election. Such inspectors of election, together with one
alternate, to serve in the event of death, inability or refusal by any of said
inspectors of election to serve at the meeting, none of whom need be a
stockholder of the Corporation, shall be appointed by the Board, or, if no such
appointment or appointments shall have been made, then by the presiding officer
at the meeting. If, for any reason, any inspector of election so appointed shall
fail to attend, or refuse or be unable to serve, a substitute shall be appointed
to serve as inspector of election, in his place or stead, by the presiding
officer at the meeting. No director or candidate for the office of director
shall be appointed as an inspector. Each inspector shall take and subscribe an
oath or affirmation to execute faithfully the duties of inspector at such
meeting with strict impartiality and according to the best of his ability. After
the balloting, the inspectors shall make a certificate of the result of the vote
taken. 


        Section
2.7         Lists of Stockholders. It shall be the duty of the officer of the
Corporation who shall have charge of the stock ledger of the Corporation, either
directly or through another officer designated by him or through a transfer
agent or transfer clerk appointed by the Board, to prepare and make, at least
ten (10) days before every election of directors, a complete list of
stockholders entitled to vote at said election, arranged in alphabetical order.
Such list shall be open to the examination of any stockholder at the place where
said election is to be held for said ten (10) days, and shall be produced and
kept at the time and place of election, during the whole time thereof, subject
to the inspection of any stockholder who may be present. 




Article III


                                                          Board of Directors


        Section
3.1         Powers, Number, Term, Election. The property, business and affairs of
the Corporation shall be managed by the Board. The Board shall consist of
fifteen (15) directors, but the number of directors may be increased, and may be
decreased to any number not less than three (3), by resolution adopted by
three-fourths of the whole Board; provided, however, that the number of
directors which shall constitute the whole Board shall not be reduced to a
number less than the number of directors then in office, unless such reduction
shall become effective only at and after the next ensuing meeting of
stockholders for the election of directors, or upon the resignation of an
incumbent director. At all meetings of the stockholders of the Corporation for
the election of directors at which a quorum shall be present, a majority of the
votes cast shall elect. Each director shall hold office from the time of his
election and qualification until the annual meeting of stockholders next
succeeding his election and until his successor shall have been duly elected and
shall have qualified, or until his death, resignation or removal. No director
need be a stockholder. 


        Section
3.2         Place of Meetings. The Board may hold its meetings at such place or
places within or without the State of North Carolina as it may from time to time
by resolution determine, or as shall be specified or fixed in the respective
notices or waivers of notice thereof. Any regular or special meeting may be held
by conference telephone or similar communications equipment so long as all
persons participating in such meeting can hear one another, and participation in
such a telephonic meeting shall constitute presence in person. 


        Section
3.3         First Meeting. After each annual election of directors, on the same
day and at the place where such election is held, the newly elected Board shall
meet for the purpose of organization, the election of officers and the
transaction of other business. Notice of such meeting need not be given. Such
meeting may be held at any other time or place which shall be specified in a
notice given as hereinafter provided for special meetings of the Board, or in a
waiver of notice thereof signed by all the directors. 


        Section
3.4         Regular Meetings. Regular meetings of the Board may be held at such
time and place and in such manner as the Board may from time to time by
resolution determine. Except as otherwise expressly prescribed by statute, the
Articles of Incorporation or these By-Laws, notice of regular meetings need not
be given. 


        Section
3.5         Special Meetings. Special meetings of the Board shall be held
whenever called by the Chairman or Vice Chairman of the Board, or by the
Secretary upon the written request filed with the Secretary by any four (4)
directors. Notice of the time, place and manner of each such special meeting
shall be mailed to each director, at his residence or usual place of business,
not later than the second day before the day on which such meeting is to be
held, or shall be sent addressed to him at such place by telegraph or other
electronic transmission, or shall be delivered personally or by telephone, not
later than six o’clock in the afternoon of the day before the day on which
such meeting is to be held. Except as otherwise prescribed by statute, the
Articles of Incorporation or these By-Laws, and except in the case of a special
meeting of the Board called for the purpose of removing an officer or officers
of the Corporation or the filling of a vacancy or vacancies in the Board or of
amending the By-Laws, notice or waivers of notice of any meeting of the Board
need not set forth the purpose or purposes of the meeting. 




        Section
3.6         Quorum. Except as otherwise prescribed by statute or by these
By-Laws, the presence of a majority of the full Board shall constitute a quorum
for the transaction of business at any meeting, and the act of a majority of the
directors present at a meeting at which a quorum shall be present shall be the
act of the Board. Any meeting of the Board may be adjourned by a majority vote
of the directors present at such meeting. In the absence of a quorum, the
Chairman or Vice Chairman of the Board or a majority of the directors present
may adjourn such meeting until a quorum shall be present. Notice of any
adjourned meeting need not be given. The directors shall act only as a board and
the individual directors shall have no power as such. 


        Section
3.7         Indemnification. Unless the Board of Directors shall determine
otherwise, the Corporation shall indemnify, to the full extent permitted by law,
any person who was or is, or who is threatened to be made, a party to an action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he, his testator or intestate, is or was a director,
officer or employee of the Corporation, or is or was serving at the request of
the Corporation as a director, officer or employee of another enterprise,
against expenses (including attorneys’ fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by him in connection with
such action, suit or proceeding. Such indemnification may, in the discretion of
the Board, include advances of a director’s, officer’s or
employee’s expenses prior to final disposition of such action, suit or
proceeding. The right of indemnification provided for in this Section 3.7 shall
not exclude any rights to which such persons may otherwise be entitled by
contract or as a matter of law. 


        Section
3.8         Written Consents. Any action required or permitted to be taken at any
meeting of the Board or of any committee thereof may be taken without a meeting,
if, prior to such action, a written consent thereto is signed by all members of
the Board or of such committee, as the case may be, and such written consent is
filed with the minutes of proceedings of the Board or committee. 


Article IV


                                                              Committees


        Section
4.1         Designation, Vacancies, etc. The Board may from time to time by
resolution create committees of directors, officers, employees, or other
persons, with such functions, duties and powers as the Board shall by resolution
prescribe. A majority of all the members of any such committee may determine its
actions and rules or procedure, and fix the time, place and manner of its
meetings, unless the Board shall otherwise provide. The Board shall have power
to change the members of any such committee at any time, to fill vacancies, and
to discharge any such committee, either with or without cause, at any time. 




Article V


                                                               Officers


        Section
5.1         Principal Officers. The principal officers of the Corporation shall
be a Chairman of the Board of Directors, a Vice Chairman of the Board of
Directors, both of whom shall be chosen from among the directors, a President,
one or more Vice Presidents, a Secretary, a Treasurer, and a Controller. One
person may hold any two offices. The Board may require any such officer to give
security for the faithful performance of his duties. 


        Section
5.2         Election, Term of Office, Qualification. The principal officers of
the Corporation shall be elected annually by the Board and each shall hold
office until his successor shall have been duly elected and shall have
qualified, or until his death, or until he shall resign, or until he shall have
been removed in the manner hereinafter provided. 


        Section
5.3         Chairman and Vice Chairman of the Board. The Chairman or the Vice
Chairman of the Board of Directors as shall be determined by the Board of
Directors, shall be chief executive officer of the Corporation and, as such,
shall have supervision of its policies, business, and affairs, and such other
powers and duties as are commonly incident to the office of chief executive
officer. The Chairman of the Board of Directors shall preside at the meetings of
the Board and may call meetings of the Board and of any committee thereof,
whenever he deems it necessary, and he shall call to order and preside at all
meetings of the stockholders of the Corporation. In addition, he shall have such
other powers and duties as the Board shall designate from time to time. The
Chairman of the Board of Directors shall have power to sign all certificates of
stock, bonds, deeds and contracts of the Corporation. The Vice Chairman of the
Board shall, in the absence of the Chairman of the Board, perform all duties of
the Chairman of the Board and any other duties assigned to him or for which he
is designated by the Chairman of the Board. In addition, the Vice Chairman of
the Board shall have such other powers and duties as the Board shall designate
from time to time. 


        Section
5.4         Chief Executive Officer. The Chief Executive Officer of the
Corporation shall have supervision of its policies, business, and affairs, and
such other powers and duties as are commonly incident to the office of chief
executive officer. 


        Section
5.5         President. The President shall have such powers and duties as the
Chairman of the Board shall designate from time to time. The President shall
have power to sign all certificates of stock, bonds, deeds and contracts of the
Corporation. 


        Section
5.6         Vice Presidents. Each Vice President shall have such powers and
perform such duties as the Board or the Chairman of the Board may from time to
time prescribe. The Board may elect or designate one or more of the Vice
Presidents as Executive Vice Presidents, Senior Vice Presidents or with such
other title as the Board may deem appropriate. 




        Section
5.7         The Treasurer. The Treasurer shall keep, deposit, invest and disburse
the funds and securities of the Corporation, shall keep full and accurate
accounts of the receipts and disbursements of the Corporation, shall maintain
insurance coverage on the Corporation’s assets, and, in general, shall
perform all the duties incident to the office of Treasurer and such other duties
as may from time to time be assigned to him by the Chairman or Vice Chairman of
the Board, the Chief Executive Officer or the Board. 


        Section
5.8         The Secretary. The Secretary shall act as secretary of, and keep the
minutes of, all meetings of the Board and of the stockholders, shall be
custodian of the seal of the Corporation and shall affix and attest the seal to
all documents the execution of which on behalf of the Corporation under its seal
shall have been specifically or generally authorized by the Board, and, in
general, shall perform all the duties incident to the office of Secretary and
such other duties as may from time to time be assigned by the Chairman or Vice
Chairman of the Board, the Chief Executive Officer or the Board. 


        Section
5.9         The Controller. The Controller shall be the chief accounting officer
of the Corporation, shall have charge of its accounting department and shall
keep or cause to be kept full and accurate records of the assets, liabilities,
business and transactions of the Corporation. 


        Section
5.10         Additional Officers. The Board may elect or appoint such additional
officers as it may deem necessary or advisable, and may delegate the power to
appoint such additional officers to any committee or principal officer. Such
additional officers shall have such powers and duties and shall hold office for
such terms as may be determined by the Board or such committee or officer. 


        Section 5.11        Salaries.  The  Salaries of the officers of the  Corporation  shall be fixed from time to time in the manner
prescribed by the Board.


Article VI


                                             Removal, Resignations, Vacancies and Salaries


        Section
6.1         Removal of Directors. Any director may be removed at any time, either
with or without cause, by the affirmative vote of the holders of record of a
majority of the stock of the Corporation entitled to vote at a special meeting
of the stockholders called for the purpose, and the vacancy in the Board caused
by any such removal may be filled by the stockholders at such meeting and, if
not filled thereat, the vacancy caused by such removal may be filled by the
directors as provided in Section 6.4 hereof. 


        Section
6.2         Removal of Officers. Any officer of the Corporation elected or
appointed by the Board, or appointed by any committee or principal officer of
the Corporation pursuant to authority delegated by the Board, may be removed at
any time, either with or without cause, by resolution adopted by a majority of
the whole Board at a regular meeting of the Board or at a special meeting
thereof called for such purpose. 




        Section
6.3         Resignation. Any director or officer of the Corporation may at any
time resign by giving written notice to the Board, the Chairman of the Board,
the Vice Chairman of the Board, the Chief Executive Officer, or the Secretary.
Any such resignation shall take effect at the time specified therein or, if no
time shall be specified therein, at the time of the receipt thereof, and unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective. 


        Section
6.4         Vacancies. Any vacancy in the Board caused by death, resignation,
disqualification, an increase in the number of directors, or any other cause,
may be filled by the majority vote of the remaining directors, though less than
a quorum, at any regular meeting of the Board or any special meeting thereof
called for the purpose, or by the stockholders of the Corporation at the next
annual meeting or at any special meeting called for the purpose, and the
directors so chosen shall hold office, subject to the provisions of these
By-Laws, until the next annual meeting of stockholders for the election of
directors and until his successor shall be duly elected and shall qualify. Any
vacancy in any office, caused by death, resignation, removal, disqualification
or any other cause, shall be filled for the unexpired portion of the term in the
manner prescribed in these By-Laws for regular election or appointment to such
office. 


        Section
6.5         Compensation. Each director who shall not also be an executive
officer of the Corporation or any of its subsidiary companies and receiving a
regular salary for his services, in consideration of his serving as a director,
shall be entitled to receive from the Corporation such fees for serving as a
director as the Board shall from time to time determine, and each such director,
who shall serve as a member of any committee of the Board, in consideration of
his serving as a member of such committee, shall be entitled to such amount per
annum or such fees for attendance at committee meetings as the Board shall from
time to time determine. Nothing contained in this Section shall preclude any
director from serving the Corporation or its subsidiaries in any other capacity
and receiving compensation therefor. 


Article VII


                                           Contracts, Loans, Checks, Drafts, Deposits, Etc.


        Section
7.1         Contracts and Loans. Except as authorized pursuant to a resolution of
the Board or these By-Laws, no officer, agent or employee of the Corporation
shall have any power or authority to bind the Corporation by any contract or
engagement, to effect any loan on its behalf, to issue any negotiable paper in
its name, to pledge its credit, to render it pecuniarily liable for any purpose
or for any amount, or to pledge, hypothecate or transfer any securities or other
property of the Corporation as security for any loans or advances. 




        Section
7.2         Checks, Drafts, etc. All checks, drafts, and other instruments or
orders for the payment of monies out of the funds of the Corporation, and all
notes or other evidences of indebtedness, bills of lading, warehouse receipts
and insurance certificates of the Corporation shall be signed on behalf of the
Corporation in such manner as shall from time to time be determined pursuant to
a resolution of the Board. All checks, drafts and other instruments or orders
for the payment of monies to or upon the order of the Corporation may be
endorsed for deposit in such manner as shall be determined pursuant to a
resolution of the Board. 


        Section
7.3         Proxies. Unless otherwise provided by resolution of the Chairman or
Vice Chairman of the Board, the Chief Executive Officer, the President, or any
Vice President or Secretary or Assistant Secretary designated by the Board, may
from time to time appoint an attorney or attorneys or agent or agents of the
Corporation to cast, in the name and on behalf of the Corporation, the votes
which the Corporation may be entitled to cast as the holder of stock or other
securities in any other corporation, any of whose stock or other securities may
be held by the Corporation, at meetings of the holders of the stock or other
securities of such other corporation or to consent in writing, in the name of
the Corporation as such holder, to any action by such other corporation, and may
instruct the person or persons so appointed as to the manner of casting such
votes or giving such consent, and may execute or cause to be executed in the
name and on behalf of the Corporation and under its corporate seal, or
otherwise, all such written proxies or other instruments as he may deem
necessary or proper in the premises. 


Articles VIII


                                                        Shares, Dividends, Etc.


        Section
8.1         Certificates. Certificates for shares of the common stock of the
Corporation shall be in such form as shall be approved by the Board. Each such
certificate shall be signed in the name of the Corporation by the Chairman of
the Board, the Vice Chairman of the Board, the President, or a Vice President,
and the Treasurer or an Assistant Treasurer or the Secretary or an Assistant
Secretary of the Corporation; provided, however, that, where such certificate is
signed (a) by a transfer agent or an assistant transfer agent or (b) by a
transfer clerk acting on behalf of the Corporation, and a registrar, the
signature of any such Chairman of the Board, Vice Chairman of the Board, Chief
Executive Officer, President, Vice President, Treasurer, Assistant Treasurer,
Secretary or Assistant Secretary may be a facsimile. In case any officer or
officers who shall have signed, or whose facsimile signature or signatures shall
have been used on, any such certificate or certificates shall cease to be such
officer or officers, whether because of death, resignation or otherwise, before
such certificate or certificates shall have been delivered by the Corporation,
such certificate or certificates shall be deemed to have been adopted by the
Corporation and to have been issued and delivered as though the person or
persons who signed such certificate or certificates or whose facsimile signature
or signatures were used thereon had not ceased to be such officer or officers of
the Corporation. Except as otherwise prescribed by statute, the Articles of
Incorporation, or by these By-Laws, the person in whose name shares of stock
shall be registered on the books of the Corporation shall be deemed to be the
owner thereof for all purposes as regards the Corporation. 




        Section
8.2         Transfers. The Board may make such rules and regulations as it may
deem expedient concerning the issue, registration and transfer of certificates
representing shares of the common stock of the Corporation and may appoint one
or more transfer agents or clerks and registrars thereof. 


        Section
8.3         Closing of Transfer Books, Record Date. The Board may at any time by
resolution direct the closing of the stock transfer books of the Corporation for
a period of not exceeding fifty (50) days preceding the date of any meeting of
stockholders, or the date for payment of any dividend, or the date for the
allotment of rights or the date when any change or conversion or exchange of
common stock shall go into effect or for a period of not exceeding sixty (60)
days in connection with obtaining the consent of stockholders for any purpose;
provided, however, that in lieu of closing the stock transfer books as
aforesaid, the Board may fix in advance a date, not exceeding sixty (60) days
preceding the date of any meeting of stockholders, or the date for the payment
of any dividend, or the date for the allotment of rights, or the date when any
change or conversion or exchange of common stock shall go into effect, or a date
in connection with obtaining such consent, as a record date for the
determination of the stockholders entitled to notice of, and to vote at, any
such meeting and any adjournment thereof, or entitled to receive payment of any
such dividend, or to any such allotment of rights, or to exercise the rights in
respect of any such change, conversion or exchange of common stock, or to give
such consent, and in such case such stockholders and only such stockholders as
shall be stockholders of record on the date so fixed shall be entitled to such
notice of, and to vote at, such meeting and any adjournment thereof, or to
receive payment of such dividend, or to receive such allotment or rights, or
exercise such rights, or to give such consent, as the case may be,
notwithstanding any transfer of any stock on the books of the Corporation after
any such record date fixed as aforesaid. Except where the stock transfer books
of the Corporation shall have been closed or a date shall have been fixed as a
record date for the determination of the stockholders entitled to vote, as
hereinabove provided, no share of stock shall be voted on at any election of
directors which shall have been transferred on the books of the Corporation
within twenty (20) days next preceding such election of directors. 


        Section
8.4         Lost or Destroyed Certificates. In case of loss, theft, mutilation or
destruction of any certificate evidencing shares of the common stock of the
Corporation, another may be issued in its place upon proof of such loss, theft,
mutilation or destruction and upon the giving of an indemnity or other
undertaking to the Corporation in such form and in such sum as the Board may
direct. 






Article IX


                                           Seal, Fiscal Year, Waivers of Notice, Amendments


        Section
9.1         Corporate Seal. The seal of the Corporation shall be circular in form
and shall bear the name of the Corporation and the inscription “Corporate
Seal, North Carolina”. Said seal may be used by causing it or a facsimile
thereof to be impressed or reproduced or otherwise. 


        Section 9.2        Fiscal Year.  Each fiscal year of the Corporation shall end on the last Saturday of December.


        Section
9.3         Waivers of Notice. Anything in these By-Laws to the contrary
notwithstanding, notice of any meeting of the stockholders, the Board, or any
committee constituted by the Board need not be given to any person entitled
thereto, if such notice shall be waived by such person in writing or by
telegraph, cable or wireless before, at or after such meeting, or if such person
shall be present in person, or in the case of a meeting of the stockholders, be
present in person or represented by proxy, at such meeting and without objecting
to such lack of notice. 


        Section 9.4        Amendments.  These By-Laws may be altered, amended or repealed or new By-Laws may be made either:


	 	        (a)
by the affirmative vote of the holders of record of a majority of the
outstanding stock of the Corporation entitled to vote thereon, at any annual or
special meeting of the stockholders, provided that notice of the proposed
alteration, amendment or repeal or of the proposed new By-Law or By-Laws be
included in the notice of such meeting or waiver thereof, or 






	 	        (b)
by the affirmative vote of a majority of the whole Board at any regular meeting
of the Board, or any special meeting thereof, provided that notice of the
proposed alteration, amendment or repeal or of the proposed new By-Law or
By-Laws be included in the notice of such special meeting or waiver thereof or
all of the directors at the time in office be present at such special meeting. 






provided, however, that no
change of the time or place for the election of directors shall be made within
sixty (60) days next before the day on which such election is to be held, and
that in case of any change of such time or place, notice thereof shall be given
to each stockholder in accordance with Section 2.4 hereof at least twenty (20)
days before the election is held. 


        By-Laws
made or amended by the Board may be altered, amended or repealed by the
stockholders.