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                                                                  EXHIBIT 3(e)


                                   BY-LAWS

                                     OF

                         SEA PINES ASSOCIATES, INC.


                          Revised February 26, 1996

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                               TABLE OF CONTENTS


                                                                        PAGE
                                                                        ----

I.      NAME AND PURPOSES

         1.     Name......................................................5
         2.     Purposes..................................................5

II.     OFFICES

         1.     Principal Office..........................................5
         2.     Registered Office.........................................5

III.    SHAREHOLDERS

         1.     Place of Meetings.........................................5
         2.     Annual Meeting............................................6
         3.     Special Meetings..........................................6
         4.     Notice of Meetings of Shareholders........................6
         5.     Waiver of Notice..........................................6
         6.     Quorum of Shareholders....................................6
         7.     Adjournment...............................................7
         8.     Record Date...............................................7
         9.     Voting of Shares..........................................7
        10.     Proxies...................................................8
        11.     Written Consent of Shareholders...........................8

IV.     BOARD OF DIRECTORS

         1.     General...................................................8
         2.     Qualifications............................................9
         3.     Number, Tenure and Election...............................9
         4.     Newly Created Directorships and Vacancies.................9
         5.     Quorum....................................................9
         6.     Action of the Board of Directors.........................10
         7.     Resignation and Removal..................................10
         8.     Place and Time of Board Meetings.........................10
         9.     Meeting by Conference Call...............................10
        10.     Regular Annual Meeting...................................10
        11.     Notice of Meetings of the Board..........................10
        12.     Adjournment..............................................11
        13.     Chairman for Board Meetings..............................11
        14.     Compensation.............................................11
        15.     Presumption of Assent....................................11
        16.     Written Consent of Directors.............................11
        17.     Advisory Directors.......................................11

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                                                                        PAGE
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V.      OFFICERS

         1.     Number...................................................12
         2.     Election and Term of Office..............................12
         3.     Removal..................................................12
         4.     Execution of Instruments.................................12
         5.     Compensation.............................................12
         6.     Sureties and Bonds.......................................12
         7.     Chairman.................................................12
         8.     Vice Chairman............................................13
         9.     Secretary................................................13
        10.     Treasurer................................................13
        11.     Assistant Officers.......................................14
        12.     Chief Executive Officer..................................14

VI.     CERTIFICATES FOR SHARES

         1.     Certificates.............................................14
         2.     Lost of Destroyed Certificates...........................14
         3.     Transfer of Shares.......................................15
         4.     Restrictions on Stock Certificates.......................15

VII.    GENERAL PROVISIONS

         1.     Seal.....................................................15
         2.     Indemnification and Insurance............................15
         3.     References to Articles of Incorporation..................16
         4.     Fiscal Year..............................................16
         5.     By-Laws Amendments.......................................16

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                                CERTIFICATION

         I the undersigned, do hereby certify that I am the duly elected and
acting Secretary of Sea Pines Associates, Inc., a South Carolina corporation;
and

         That the foregoing By-Laws constitute the By-Laws of the Corporation
reflecting amendments duly adopted at a meeting of the Board of Directors
thereof held on the 25th day of January, 1988.  And again amended and adopted
by the Board of Directors on the 7th day of December 1992.  And again amended
and adopted by the Board of Directors on the 26th day of February, 1996.

         IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the
seal of the Corporation this 8th day of March, 1996.


                                   /s/ Angus Cotton
                                   ----------------
                                   Secretary


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                                   BY-LAWS

                                     OF

                         SEA PINES ASSOCIATES, INC.

                                  Article I
                              Name and Purposes

         Section 1. Name.  The name of the corporation is Sea Pines Associates,
Inc. ("Corporation").

         Section 2. Purposes.  The Corporation is organized under the South
Carolina Business Corporation Code for those purposes set out in the Articles
of Incorporation of the Corporation.


                                 Article II
                                   Offices

         Section 1. Principal Office.  The principal office of the Corporation
is located at Sea Pines Welcome Center, 32 Greenwood Drive, Hilton Head Island,
South Carolina 29928.  The Corporation may have such other offices either
within or without the State of South Carolina as the Board of Directors may
designate from time to time.

        Section 2. Registered Office.  The registered office of the Corporation
required by the  South Carolina Business Corporation Code to be maintained in
the State of South Carolina may be, but need not be, identical with the
principal office and the address of the registered office may be changed from
time to time by the Board of Directors.  In the absence of any action by the
Board, the registered office shall be as set forth in the Articles of the
Incorporation of the Corporation.


                                 Article III
                                Shareholders

         Section 1. Place of Meetings.  Meetings of the shareholders shall be
held at the principal office of the Corporation or at such other place within
or outside the State of South Carolina as the Board of Directors shall
authorize.



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         Section 2. Annual Meeting.  The annual meeting of shareholders shall
be held on the first Saturday in the month of March of each year, or at such
other time as may be determined by the Board of Directors subject to the other
requirements of this Article.  At the annual meeting, the shareholders shall
elect members of the Board of Directors as provided herein and transact such
other business as may properly come before the meeting.

         Section 3. Special Meetings.  Special meetings of the shareholders may
be called by the Chairman of the Board of Directors, by a majority of the
Board, or by shareholders owning not less than ten (10%) percent of the shares
of stock of all classes of stock entitled to vote for members of the Board of
Directors.  Such request and the notice of the meeting issued pursuant thereto
shall state the purpose or purposes of the proposed meeting, and all business
transacted at the special meeting shall be confined to the purposes stated in
the notice.

         Section 4. Notice of Meetings of Shareholders.  Written notice of any
shareholders meeting shall be delivered either personally or by first class
mail to each shareholder entitled to vote on any matter to be addressed at such
meeting.  Such notice shall be delivered not less than ten (10) nor more than
fifty (50) days before the meeting.  Notice of each meeting shall state the
place, date and hour of the meeting and, in the case of a special meeting, the
purpose or purposes for which the meeting is called.  If mailed, such notice
shall be deemed delivered when deposited in the United States mail, with
postage prepaid, addressed to the shareholder at his address as it appears on
the Corporation's records, or if he shall have filed with the Secretary of the
Corporation a written request that notices to him be mailed to some other
address, then directed to him at such other address.

         Section 5. Waiver of Notice.  Notice of meetings need not be given to
any shareholder who signs a waiver of notice, either in person or by proxy,
either before or after the meeting.  The attendance, whether in person or by
proxy, of any shareholder at a meeting without protesting the sufficiency of
notice of the meeting prior to the conclusion of such meeting shall constitute
a waiver of notice by such shareholder.

         Section 6. Quorum of Shareholders.  A majority of the outstanding
shares of the Corporation entitled to vote, represented in person or by proxy,
shall constitute a quorum at a meeting of shareholders for the transaction of
business.  If a quorum is present at any meeting, the affirmative vote of a
majority of the shares represented and entitled to vote on the subject matter
shall be the act of the shareholders, unless the vote of a greater number or
voting by class is otherwise required by these By-Laws or the Articles of
Incorporation.  Once a quorum is present, it shall not be broken by the
subsequent withdrawal of any shareholder, and the shareholders remaining may
continue to transact business until


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adjournment, notwithstanding the withdrawal of enough shareholders to leave
less than a quorum.

         Section 7. Adjournment.  Upon the affirmative vote of a majority in
interest of shareholders present at a shareholder meeting, the meeting may be
adjourned from time to time to a fixed date for any valid business reason
without further notice as to the time and place of such adjourned meeting, but
such adjournment shall be for a period not in excess of thirty (30) days.  At
any such adjourned meeting at which a quorum shall be present or represented,
only such business may be transacted which might have been transacted at the
meeting as originally scheduled, unless all shares are represented and do not
object.

         Section 8. Record Date.  For the purpose of determining the
shareholders qualified or entitled to notice of or to vote at any meeting of
shareholders or any adjournment thereof, or to express consent to or dissent
from any proposal without a meeting, or for the purpose of determining
shareholders qualified or entitled to receive payment of any dividend or the
allotment of any rights, or for any other proper purpose, the Board records
shall fix, in advance, a date as the record date for any such determination of
shareholders.  Such date shall be not more than fifty (50) nor less than ten
(10) days before the date of such meeting or action.  If no record date is
fixed by the Board, the record date for any such purposes shall be ten (10)
days before the date of such meeting or action.  When such determination of
qualified or entitled shareholders has been made as provided above, such
determination shall also apply to any adjourned meeting, except where transfer
of stock to a new holder has been entered on the transfer books of the
Corporation after the original meeting was adjourned and at least ten (10) days
before the date of such adjourned meeting.

         Section 9. Voting of Shares.  At all meetings, shareholder's voting
will be conducted and recorded by mailed proxies prior to the meeting, or by
proxies personally delivered on the day of the meeting.  However, any qualified
voter may demand a record vote, whereupon such vote shall be taken by ballot,
and the Secretary shall record the name of each shareholder voting, the number
of shares voted by each shareholder and, if such vote shall be by proxy, the
name of the proxy holder.  A complete list of shareholders entitled to vote at
a shareholder meeting or any adjournment thereof, arranged in alphabetical
order and setting forth the number of voting shares held by each shareholder,
shall be prepared by the Secretary of the Corporation or the transfer agent of
the Corporation who shall have charge of the stock ledger and stock transfer
books for the Corporation.  Such list shall be subject to inspection by any
shareholder at the principal office of the Corporation during business hours
for ten (10) days prior to such meeting and throughout the meeting or any
adjournment thereof.  There shall be no cumulative voting.



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         Section 10. Proxies.  Every shareholder entitled to vote at a meeting
of the shareholders or to express consent or dissent to action without a
meeting may authorize another person or persons to act for him by proxy.  Every
proxy must be signed by the shareholder or his attorney-in-fact and delivered
to the Secretary at the meeting prior to or during the roll call, or be
returned to the corporation with the signed consent or dissent to action
without a meeting.  No proxy shall be valid after the date of the next meeting
of the shareholders or any adjournment thereof.  Every proxy shall be revocable
at the pleasure of the shareholder executing it, except as otherwise provided
by law.

         Section 11. Written Consent of Shareholders.  Any action required to
be taken at a meeting of the shareholders may be taken without a meeting if
consent 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.


                                 Article IV
                             Board of Directors

         Section 1. General.  Subject to these By-Laws and any lawful agreement
between the shareholders, the full and entire management of the affairs and
business of the Corporation shall be vested in the Board of Directors which
shall have and may exercise all of the powers that may lawfully be exercised or
performed by the Corporation, including, but not limited to, the following:

(a)      the power to grant easements across, over and through the properties
         of the Corporation;

(b)      the power to borrow money and to grant mortgages on the properties of
         the Corporation and any improvements thereon;,

(c)      the power to advertise to the public at large;

(d)      the power to hire, dismiss, pay and provide benefits to such employees
         as are necessary for operation of the Corporation; and

(e)      the power to appoint such committees as the Board shall deem necessary
         with such powers as the Board shall authorize.  Such committees shall
         include, but not be limited to:
                                 Finance;
                                 Audit;
                                 Personnel and Compensation; and
                                 Nominations, Corporate Ethics, and Corporate
                                 Governance.


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    (f)   the power to redeem any or all shares acquired by any Acquiring
          Person pursuant to any Control Share Acquisition at their fair
          value within sixty (60) days thereof, if the Acquiring Person fails
          to file an Acquiring Person's Statement with the corporation within
          the time required by law.

    Section 2. Qualifications.  Each director shall be at least eighteen (18)
years of age.  Directors need not be shareholders nor residents of the State of
South Carolina.  The mandatory retirement age for Directors is age 75.
Nominees, under the age of 75, may be elected and re-elected despite their 75th
birthday falling during their elected term; provided, however, a Director who
has reached his 75th birthday must resign at the annual meeting immediately
following his or her 75th birthday.

    Section 3.     Number, Tenure and Election.

    (a)   Number and Tenure.  The Board of Directors shall consist of 14
          directors.  The Board of Directors may, by majority vote, increase or
          decrease this number; but the number of directorships shall not be
          less than eleven (11) nor more than fifteen (15).  Directors shall be
          elected for terms of three years or less, the terms overlapping such
          that the number completing their terms will be as nearly equal as
          possible from year to year.

    (b)   Nomination.  At least sixty (60) days prior to every annual election
          of directors, the Board of Directors shall receive the
          recommendations of the committee responsible for nominations and
          shall nominate a slate of candidates for Director vacancies with at
          least as many candidates for election to the Board of Directors as
          there are directorships to be filled.

    (c)   Election.  Each shareholder shall be entitled to cast one
          (1) vote per share of stock with voting rights held, for each 
          directorship to be filled.  There shall be no cumulative voting.  
          Those directors receiving a majority of the votes cast shall be 
          elected.

    Section 4. Newly Created Directorships and vacancies.  Newly created
directorships resulting from an increase in the number of directors or
vacancies occurring in the Board of Directors for any reason may be filled by a
vote of a majority of the directors then in office although less than a quorum
exists.  Directors appointed pursuant to this section shall hold office until
the next annual meeting of shareholders and until their successors have been
elected and qualified, or until their death, resignation or removal.

    Section 5. Quorum.  A majority of the members of the Board


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of Directors shall constitute a quorum for the transaction of business or of
any specified item of business.

         Section 6. Action of the Board of Directors.  Unless otherwise
required by law, the vote of a majority of the members of the Board of
Directors present at the time of the vote, if a quorum is present at such time,
shall be an act of the Board of Directors.  Each director present and voting
shall have one (1) equal vote, regardless of the number of shares, if any,
which be may hold.

         Section 7. Resignation and Removal.  A director may resign from the
Board of Directors, at any time, by giving written notice to the Board, the
Chairman, or the Secretary of the Corporation.  Unless otherwise specified in
the notice, the resignation shall take effect upon receipt thereof by the Board
or such officer, and the acceptance of the resignation shall not be necessary
to make it effective.  Any director may be removed at any time for cause upon
the vote of shareholders holding a majority of the outstanding shares with
voting rights.  Any director may be removed at any time without cause upon the
vote of shareholders holding eighty (80%) percent of the outstanding shares
with voting rights.

         Section 8. Place and Time of Board Meetings.  The Board of Directors
may hold its meetings at the principal office of the Corporation or at such
other places, either within or without the State of South Carolina, as it may
from time to time determine.  If the meeting is held outside the State of South
Carolina, notice must be given by certified mail, not less than five (5) days
before the meeting, and such notice shall contain the date, place and purpose
of the meeting.  Regularly scheduled meetings of the Board will be held on the
third Monday of each month unless changed by an approving vote of the Board.

         Section 9. Meeting by Conference Call.  Members of the Board of
Directors or any committee designated by such Board may participate in the
meeting of the Board or committee by means of conference telephone or similar
communications equipment by which all persons participating in the meeting can
hear each other at the same time.  Such participation shall constitute presence
in person at the meeting.

         Section 10. Regular Annual Meeting.  The regular annual meeting of the
Board of Directors shall be held immediately following the annual meeting of
the shareholders at the place of such annual meeting of the shareholders.

         Section 11. Notice of Meetings of the Board.  Regular meetings of
the Board may be held without notice at such time and place as the Board shall
from time to time determine.  Special meetings of the Board shall be held upon
notice to the directors and may be called by the Chairman upon not less than
four (4) days


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notice to each director either personally or by mail, telegraph, telephone,
cable or wireless, facsimile transmission, courier service, or electronic mail,
except as provided in Section 8 of this Article with respect to meetings held
outside of the State of South Carolina.  Special meetings shall be called by
the Chairman or by the Secretary in a like manner upon the written request of
at least two (2) directors.  Notice of a meeting need not be given to any
director who submits a waiver of notice, either before or after the meeting, or
who attends the meeting without protesting prior thereto or at its commencement
the lack of notice to him.

         Section 12. Adiournment.  A majority of the directors present, whether
or not a quorum is present, may adjourn any meeting to another time and place.
Notice of the adjournment shall be given to all directors who were absent at
the time of the adjournment and, unless such time and place are announced at
the meeting, to all other directors.

         Section 13. Chairman For Board Meetings.  At all meetings of the Board
of Directors, the Chairman of the Board, if one has been elected, shall
preside.  In the absence of the Chairman, the Vice Chairman shall preside.  If
no duly elected Chairman or Vice Chairman is present, the Directors present
shall elect a chairman for the meeting.

         Section 14. Compensation.  No compensation shall be paid to
directors, as such, for their services but, by resolution of the Board, a fixed
sum and expense for actual attendance at each regular and special meeting of
the Board may be authorized.  Nothing herein contained shall be construed to
preclude any director from serving the Corporation in any other capacity and
receiving compensation therefor.

         Section 15. Presumption of Assent.  A director of the Corporation who
is, present at a meeting of the Board of Directors at which action of any
corporate matter is taken shall be presumed to have assented to the action
taken unless he shall file his written dissent to such action with the person
acting as the Secretary of the meeting before the adjournment thereof or shall
forward such dissent by registered mail to the Secretary of the Corporation
immediately after the adjournment of the meeting.  Such right to dissent shall
not apply to a director who voted in favor of such action.

         Section 16. Written Consent of Directors.  Any action that may be
taken at a meeting of the Board of Directors may be taken without a meeting if
written consent setting forth the action so taken is signed by all the
directors entitled to vote thereon and is filed with the minutes of the
proceedings of the Board.

         Section 17. Advisory Directors.  In addition to the members of the
Board of Directors elected as provided above, the Board of



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Directors may appoint any number of advisory directors who may attend all
meetings of the Board of Directors and participate in all discussions at such
meetings provided, advisory directors may not vote on matters coming before the
Board.


                                  Article V
                                  Officers

  Section 1. Number.  The Board of Directors shall elect a Chairman who shall
also act as Chairman of the Board of Directors, a Vice-Chairman who shall also
act as Vice-Chairman of the Board of Directors, a Chief Executive officer, a
Secretary, a Treasurer, and one or more assistant officers.  Any two or more
offices may be held by the same person, except that the Chairman, Vice
Chairman, and Secretary must be three different persons.

  Section 2. Election and Term of office.  An officer shall remain in office
until his or her successor shall have been duly elected and shall have
qualified or until his or her death or until he or she shall resign or shall
have been removed in the manner hereinafter provided.

  Section 3. Removal.  Any officer may be removed by the Board whenever in its
judgment the best interest of the Corporation will be served thereby.  Any such
removal in violation of any written employment agreement with any officer shall
not limit the power of the Board of Directors to remove such officer, but the
corporation shall remain liable to the officer for the payment of all sums due
under any such agreement.

  Section 4. Execution of Instruments.  Contracts, deeds, checks and other
instruments shall be executed by the officer or those officers as shall be
determined by resolution of a majority of the Board of Directors.

  Section 5. Compensation.  The compensation of officers shall be fixed by
resolution of the Board of Directors and may include salary, insurance, expense
accounts, auto expense or other prerequisites deemed appropriate by the Board.

  Section 6. Sureties and Bonds.  If so required by the Board of Directors, any
officer or agent of the Corporation shall execute a bond in favor of the
Corporation in such sum and with such surety or sureties as the Board may
direct.  The bond shall be conditioned upon the officer's or agent's faithful
performance of his duties to the Corporation, including responsibility for
negligence and for the accounting of all property, funds, or securities of the
Corporation which may come into his hands.

  Section 7. Chairman.  The Chairman shall oversee the work of the Board of
Directors and assure that the Board's



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responsibilities are carried out, consistent with such policies and procedures
as the Board may adopt.  He shall, when present, preside at all meetings of the
shareholders and all meetings of the Board of Directors.  He may sign, with the
Secretary or any other proper officer of the Corporation authorized by the
Board of Directors, certificates for shares of the Corporation, and any deeds,
mortgages, bonds, contracts or other instruments which the Board of Directors
authorizes to be executed, except in cases where the signing and execution
thereof shall be expressly delegated by at least a majority of the Board of
Directors or by these By-Laws to some other officer or agent of the
Corporation, or shall be required by law to be otherwise signed or executed.
The Chairman shall have primary responsibility for shareholder relations and
shareholder communication.  He shall represent the Corporation at external
functions requiring Board representation.  In general, the Chairman shall
perform all duties incident to the office and such other duties as may be
prescribed by the Board of Directors from time to time.

         Section 8. Vice Chairman.  In the absence of the Chairman or in the
event of his death, inability or refusal to act, the Vice Chairman, shall
perform the duties of the Chairman and, when so acting, shall have all the
powers of and be subject to all the restrictions that apply to the Chairman.
The Vice Chairman shall perform such other duties as from time to time may be
assigned to him by the Chairman or by the Board of Directors.

         Section 9. Secretary.  The Secretary shall attend all meetings of the
Board of Directors and of the shareholders and record all votes and minutes of
all proceedings in a book or books to be kept for that purpose.  He shall keep
in safe custody the seal of the Corporation and affix it to any instrument when
authorized, and he shall keep all the documents and records of the Corporation
as required by law or otherwise in a proper and safe manner.  When required, he
shall prepare or cause to be prepared and available at each meeting of
shareholders entitled to vote thereat, a list of shareholders indicating the
number of shares of each respective class held by each.  In general, he shall
perform all duties incident to the office of Secretary and such other duties as
may be prescribed from time to time by the Chairman or the Board of Directors.

         Section 10.  Treasurer.  The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in the corporate books.  He shall deposit all monies
and other valuables in the name and to the credit of the Corporation in such
depositories as may be designated by the Board and disburse the funds of the
Corporation as may be ordered or authorized by the Board and preserve proper
vouchers for such disbursements.  He shall render to the Chairman and Board at
the regular meetings of the Board or whenever they require it, an account of
all of his



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<PAGE>   14

transactions as Treasurer and of the financial condition of the Corporation,
and he shall render a full financial report at the annual meeting of the
shareholders if so requested by the Board.  The Treasurer shall be furnished,
at his request, with such reports and statements as he may require from the
corporate officers and agents as to all financial transactions of the
Corporation.  In general, he shall perform all duties as are given to him by
these By-Laws or as from time to time are assigned to him by the Board of
Directors or the Chairman.

         Section 11. Assistant Officers.  The Board of Directors may elect (or
delegate to the Chairman of the Board or to the Chairman the right to appoint)
such other officers and agents as may be necessary or desirable for the
business of the Corporation.  Such other officers may include one or more
assistant secretaries and treasurers who have the power and authority to act in
place of the officer to whom they are elected or appointed as an assistant in
the event of the officer's inability or unavailability to act in his official
capacity.

         Section 12.  Chief Executive Officer.  The Chief Executive Officer,
subject to the control of the Board of Directors and any limitations the Board
may choose to impose, shall direct the business and affairs of the Corporation
including its subsidiaries.

                                 Article VI
                           Certificates for Shares

         Section 1. Certificates.  Each owner of stock of the Corporation shall
be entitled to have a certificate, in such form as shall be approved by the
Board of Directors, certifying the number of shares of stock of the Corporation
owned by him.  The certificates representing shares of stock shall be signed in
the name of the Corporation by the Chairman or a Vice Chairman and by the
Treasurer or an assistant Treasurer or by the Secretary or an assistant
Secretary of the Corporation or a facsimile thereof.  Any or all of the
signatures upon a certificate may be facsimiles if the certificate is
countersigned by a transfer agent or registered by a registrar other than the
Corporation itself or an employee of the Corporation.  In case any officer who
shall have signed such certificates shall have ceased to be such officer before
such certificate shall be issued, they may nevertheless be issued by the
Corporation with the same effect as if such officers were still in office at
the date of their issue.


         Section 2. Lost or Destroyed Certificates.  The Board of Directors may
direct a new certificate or certificates to be issued in place of any
certificate or certificates theretofore issued by the Corporation alleged to
have been lost or destroyed, if permitted by applicable law, upon the making of
an affidavit of that fact by the person claiming the certificate to be lost or



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<PAGE>   15

destroyed.  When authorizing such issue of a new certificate or certificates,
the Board may so long as permitted by applicable law, in its discretion and as
a condition precedent to the issuance thereof, require the owner of such lost
or destroyed certificate or certificates or his legal representative, to
advertise the same in such manner as it shall require and give the Corporation
a bond in such sum and with such surety or sureties as it may direct as
indemnity against any claim that may be made against the Corporation with
respect to the certificate alleged to have been lost or destroyed.

         Section 3. Transfer of Shares.  Transfers of shares of stock of the
Corporation shall be made on the stock records of the Corporation only upon
authorization by the registered holder thereof, or by his attorney thereunto
authorized by a power of attorney duly executed and filed with the Secretary or
with a transfer agent or a transfer clerk, and on surrender of the certificate
or certificates for such shares properly endorsed or accompanied by a duly
executed stock transfer power.  The Corporation shall be entitled to treat the
holder of record of any share as the holder in fact thereof and, accordingly,
shall not be bound to recognize any equitable or other claim to or interest in
such share on the part of any other person whether or not it shall have express
or other notice thereof except as expressly provided by the laws of South
Carolina.

         Section 4. Restrictions on Stock Certificates.  The transfer of shares
in the Corporation shall be restricted.  A legend evidencing the restrictions
on transfer, including restrictions regarding state and federal securities laws
shall be placed on the back of each stock certificate.  A legend regarding the
preferences, privileges, restrictions and rights granted to or imposed upon any
classes of stock may also be placed on the back of each stock certificate.


                                  Article VII
                               General Provisions

         Section 1. Seal.  The seal of the Corporation shall be in such form as
the Board of Directors may from time to time determine.  In the event that it
is inconvenient to use such a seal at any time, the signature of the
Corporation following the words "seal" enclosed in parenthesis shall be deemed
the seal of the Corporation.  The seal shall be in the custody of the
Secretary.

         Section 2. Indemnification and Insurance.  The Corporation shall
indemnify every officer and director against any and all expenses, including
attorney's fees, reasonably incurred by or imposed upon any officer or director
in connection with any action, suit or other proceeding (including settlement
of any suit or proceeding if approved by the then Board of Directors) to which
he



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or she may be a party by reason of having been an officer or director.  The
officers and directors shall not be liable for any mistake of judgment,
negligent or otherwise, except for their own individual or willful misfeasance,
malfeasance, misconduct or bad faith.  The officers and directors shall have no
personal liability with respect to any contract or other commitment made by the
Board, in good faith, on behalf of the Corporation (except to the extent that
such officers or directors may also be shareholders of the Corporation), and
the Corporation shall indemnify and forever hold each such officer and director
free and harmless against any and all liability to others on account of any
such contract or commitment.  Any right to indemnification provided for herein
shall not be exclusive of any other rights to which any officer or director, or
former officer or director, may be entitled.  The Corporation shall maintain
adequate general liability and officers and directors liability insurance to
fund this obligation, if such insurance is available at a reasonable cost as
determined by the Board of Directors.

         Section 3. References to Articles of Incorporation.  References to the
Articles of Incorporation of the Corporation in these By-Laws shall include all
amendments thereto unless otherwise stated.

         Section 4. Fiscal Year.  The fiscal year of the Corporation shall be
determined by resolution by the Board of Directors.

         Section 5. By-Laws Amendments.  These By-Laws may be amended by the 
affirmative vote of a majority of the Board of Directors or by the affirmative 
vote of shareholders holding a majority of the votes eligible to be cast and
present or represented by proxy at a duly called meeting of the shareholders;
provided, no amendment to the By-Laws adopted by a vote of the shareholders in
the manner provided above may be modified by the Board of Directors.




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