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                                                                       EXHIBIT 3



                            SPRINGS INDUSTRIES, INC.
                                     BYLAWS

                          (AMENDED AS OF JULY 13, 2000)

                                    ARTICLE I

                                     Offices

         Section 1. The Corporation shall maintain its registered office in the
Town of Fort Mill, York County, South Carolina, where it shall maintain a
registered agent. The Corporation shall maintain such other offices, both within
and without the State of South Carolina, as may be determined from time to time
by the Board of Directors or as the business of the Corporation may from time to
time require.

                                   ARTICLE II

                                  Capital Stock

         Section 1. Certificates. The interest of each shareholder in the
Corporation shall be evidenced by certificates in conformity with law and
otherwise as the Board of Directors may determine from time to time. Each such
certificate shall be signed, either manually or in facsimile, by the Chief
Executive Officer, the President or a Vice President and by the Secretary or an
Assistant Secretary and may be sealed with the seal of the Corporation or a
facsimile thereof. In case any officer who has signed or whose facsimile
signature has been placed upon any certificate, shall have ceased to be such
before the certificate is issued, it may be issued by the Corporation with the
same effect as if such officer had not ceased to be such prior to the time of
its issue.

         Section 2. Transfer of Stock. The Corporation shall be entitled to
treat the holder of record of any share of stock as the holder in fact thereof
and the Corporation shall not be bound to recognize any equitable or other claim
to or interest in any share on the part of any other person, regardless of
whether it shall have express or other notice thereof, except as may be
expressly provided by law. The shares of the stock of the Corporation shall be
transferred on the books of the Corporation by the holder thereof in person or
by his attorney, upon surrender for cancellation of certificates for the same
number of shares, with an assignment and power of transfer endorsed thereon or
attached thereto, duly executed, with such proof of the authenticity of the
signature as the Corporation or its agents may reasonably require.

         Section 3. Lost, stolen or destroyed certificates. In case the record
holder of a share or shares of stock of the Corporation claims that the
certificate representing such share or shares has been lost, destroyed or
wrongfully taken, a new certificate shall be issued in its place, but only on
delivery to the Corporation of (a) proof satisfactory to the Corporation in the
reasonable exercise of its discretion of such loss, destruction or wrongful
taking, (b) proof of compliance with the requirements of law relating thereto,
and (c) a sufficient indemnity bond or, if in a form approved by the Board of
Directors, another adequate form of security sufficient to indemnify the
Corporation against loss; provided, however, in no event shall the Corporation
be required to issue a replacement certificate unless the record holder requests
the Corporation to do so before the Corporation has notice that the certificate
or certificates have been acquired by a bona fide purchaser.

         Section 4. Regulations, transfer agents, and registrars. The Board of
Directors shall have the power and authority to make all such rules and
regulations as it may deem appropriate concerning the issuance, transfer,
conversion, registration, and cancellation of certificates for shares of this
Corporation's stock not inconsistent with the laws of South Carolina, the
Articles of Incorporation, or these Bylaws. The Board of Directors may appoint
one or more transfer agents or registrars, or both, and may require all stock
certificates to bear the signature of a transfer agent or of a registrar or
both.


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                                   ARTICLE III

                              Shareholders Meetings

         Section 1. Annual meetings. The annual meeting of the shareholders
shall be held at such place, either within or without the State of South
Carolina, and at such day and hour, not later than May 31 of each year, as may
be determined by the Chairman of the Board or the Board of Directors and
designated in the notice of such meeting. In the absence of such a
determination, the annual meeting shall be held on the last Monday in April of
each year. The business to be transacted at such meeting shall be the election
of directors and such other business as may be properly brought before the
meeting.

         Section 2. Special meetings. Special meetings of the shareholders may
be called only by the Board of Directors, the Chairman of the Board, or the
holders of not less than ten percent (10%) of the votes entitled to be cast on
any issue proposed to be considered at the proposed special meeting. Special
meetings of the shareholders may be held at such place, either within or without
the State of South Carolina, as the Board of Directors shall designate. If no
designation is made by the Board of Directors, the place of meeting shall be the
principal office of the Corporation.

         Section 3. Notice of meetings, waiver. The Secretary or an Assistant
Secretary shall give to each shareholder entitled to vote at any meeting, or
otherwise entitled by law to notice of such meeting, written notice of the date,
time, place, and, in the case of a special meeting, the purpose or purposes of
such meeting, together with such other data and information as may be required
by law, or as the Board of Directors shall provide. Such notice shall be given
personally or by mail or as otherwise permitted by law not less than ten (10)
nor more than sixty (60) days before the date of the meeting. Furthermore, such
notice shall be deemed to be effective at the earlier of the date when deposited
in the United States mail or its receipt by the shareholder. If mailed, such
notice shall be directed to the shareholder's address as it appears on the stock
transfer books of the Corporation. Such further notice shall be given as may be
required by law. A shareholder may waive the notice of meeting by signing,
either in person or by proxy, and delivering to the Corporation a written waiver
of notice, either before or after such meeting. Attendance of a shareholder at a
meeting, in person or by proxy, shall constitute waiver of 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. Except where otherwise required by law, notice need not be given
of any adjourned meeting of the shareholders if the new date, time and place are
announced at the meeting before adjournment.

         Section 4. List of shareholders. Prior to any meeting of the
shareholders, a complete alphabetical list of the shareholders entitled to
notice of such meeting arranged by voting group (and within each voting group by
class or series of shares), showing the address of and the number of shares held
by each shareholder, shall be prepared by the Secretary or under his direction.
Such list shall be available for inspection by any shareholder at the principal
office of the Corporation beginning on the date on which notice of the meeting
is given for which the list was prepared and continuing through the meeting.
Such list shall also be physically present at the place of the meeting and
available for inspection by any shareholder at any time during the meeting or
any adjournment.

         Section 5. Quorum. Except as otherwise provided by law or by the
Articles of Incorporation, the required quorum for the transaction of any item
of business at any meeting of shareholders shall consist of shareholders
representing, either in person or by proxy, a majority of the votes entitled to
be cast within each voting group entitled to vote on such item of business at
such meeting. If a quorum be not present, a meeting of shareholders may be
adjourned from time to time by the Chairman of the Board or by a vote of shares
having a majority of the shares represented at such meeting, until a quorum is
present.

         Section 6. Voting. Except as otherwise provided in the Articles of
Incorporation, at every meeting of the shareholders, each shareholder of the
Corporation entitled to vote generally on a matter shall have, as to such
matter, one vote per share in person or by properly executed proxy for each
share of Class A Common Stock or voting Preferred Stock registered in his name
and four votes per share in person or by properly executed proxy for each share
of Class B Common Stock registered in his name. In all elections


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of directors, each shareholder shall be entitled to cumulate his votes as
provided in the Articles of Incorporation. A shareholder may vote his shares
through a proxy appointed by a written instrument signed by the shareholder or
by his duly authorized attorney in fact and delivered to the Secretary of the
meeting. No proxy shall be valid after eleven (11) months from the date of its
execution unless a longer period is expressly provided therein and such longer
period is permitted by law. If a quorum exists within a voting group whose vote
is required on a matter other than the election of directors, action on such
matter by such voting group is approved if the votes cast within such voting
group favoring the action exceed the votes cast opposing the action, unless a
greater number of affirmative votes is required by law, the Articles of
Incorporation, or a bylaw. In electing directors, those candidates who receive
the greatest number of votes cast at the meeting shall be deemed elected even
though not receiving a majority of votes cast.

         Section 7. Inspectors of Elections. The Board of Directors by
resolution shall appoint one or more inspectors, which inspector or inspectors
may include individuals who serve the Corporation in other capacities,
including, without limitation, as officers, employees, agents or representatives
of the Corporation, to act at the meeting and make a written report thereof. One
or more persons may be designated as alternate inspectors to replace any
inspector who fails to act. If no inspector or alternate has been appointed to
act, or if all inspectors or alternates who have been appointed are unable to
act at a meeting of shareholders, the chairman of the meeting shall appoint one
or more inspectors to act at the meeting. The inspectors of election shall
receive and take charge of all proxies and ballots, shall resolve all questions
respecting the validity of proxies, and the qualifications of voters, and shall
certify and report the results of the voting to the presiding officer.

         Section 8. Organization. The Chairman of the Board shall preside over
all meetings of shareholders, or if he shall not be present, such person as may
be designated by the Board of Directors shall preside. The Secretary of the
Corporation, or in his absence an Assistant Secretary, shall act as secretary of
every meeting.

                                   ARTICLE IV

                               Board of Directors

         Section 1. General powers. The business and affairs of the Corporation
shall be managed by or under the direction of the Board of Directors. In
addition to the powers and authorities expressly conferred on it by these
Bylaws, the Board of Directors may exercise all such powers of the Corporation
and do all such lawful acts and things as are not by law, by the Articles of
Incorporation, or by these Bylaws directed or required to be exercised or done
by the shareholders. Directors shall be elected at the annual meeting of the
shareholders and shall serve until the next annual meeting or any special
meeting of shareholders called earlier for the purpose of election of directors
and until their successors shall be elected and qualified or until their earlier
resignation or removal. The Board of Directors may appoint a Chairman and one or
more Vice Chairmen of the Board. Only members of the Board of Directors are
eligible to be the Chairman and Vice Chairmen. Directors, including the Chairman
of the Board and any Vice Chairman of the Board, may also serve as officers of
the Corporation.

         Section 2. Number and qualification. The number of directors shall be
not less than three (3) nor more than fifteen (15), the exact number of
directors within such limits to be fixed and determined from time to time by the
vote of the Board of Directors or by a resolution of the shareholders. No
decrease in the number of directors fixed by the Board of Directors or the
shareholders shall have the effect of shortening the term of any incumbent
director. No person who has attained the age of 70 years shall be eligible to be
elected or appointed to the Board of Directors.

         Section 3. Vacancies. Any vacancy on the Board of Directors, including
a vacancy resulting from an increase in the number of directors, may be filled
by the shareholders at an annual meeting or a special meeting called for that
purpose or by a majority of the remaining directors, even if the directors
remaining in office constitute less than a quorum of the Board, at any regular
or special meeting of the Board. A director so elected shall serve until the
next annual meeting of the shareholders or any special


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meeting of shareholders called earlier for the purpose of the election of
directors and until his successor shall be elected and qualified or until his
earlier resignation or removal.

         Section 4. Meetings. The regular annual meeting of the Board of
Directors shall be held not more than thirty (30) days subsequent to the annual
meeting of the shareholders at such time and place as the Chairman of the Board
or the Board of Directors shall direct. Other regular meetings of the Board of
Directors may be held at such time and place, within or without the State of
South Carolina, as the Board by resolution determines. A special meeting of the
Board of Directors may be called by the Chairman of the Board or by a majority
of the members of the Board of Directors then in office. Each director shall be
notified by the Secretary or any Assistant Secretary of the date, time and place
of each special meeting of the Board of Directors by written notice addressed to
him at his business or residence, by telephone communication or by any other
means permitted by law. If mailed, such notice shall be deemed adequately
delivered when deposited in the United States mails so addressed, with postage
thereon prepaid, at least five days before such meeting. If by overnight carrier
service, such notice shall be deemed adequately given when delivered to the
carrier at least two days before the meeting; if by telegram, when the telegram
is delivered to the telegraph company at least 24 hours before the time set for
the meeting; if by facsimile transmission, when transmitted at least 24 hours
before the time set for the meeting; or if by telephone, when given at least 12
hours before the time set for the meeting. Notice of a meeting of directors need
not be given of regular meetings of the Board of Directors held at times fixed
by resolution of the Board of Directors. Notice need not be given of adjourned
meetings, whether regular or special. Notice of a meeting of directors need not
be given to any director who signs a waiver of notice, either before or after
the meeting and such waiver is filed with the minutes or corporate records.
Attendance of a director at a meeting shall of itself constitute a waiver of
notice of such meeting, unless such director at the beginning of the meeting (or
promptly upon his arrival) objects to holding or transacting business at the
meeting and does not thereafter vote for or consent to action at the meeting.
Unless otherwise required by law, the Articles of Incorporation, or these
Bylaws, neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the Board of Directors need be specified in the
notice or waiver of notice.

         Section 5. Quorum and required vote. Two-thirds of the directors in
office immediately before a meeting begins shall be necessary at any regular or
special meeting to constitute a quorum for the transaction of business. If a
quorum is not present, a majority of the directors present at any meeting of the
Board may adjourn the meeting to a subsequent day and hour without further
notice. The vote of a majority of the directors present at a meeting at which a
quorum is present shall be the act of the Board of Directors.

         Section 6. Compensation. The Board of Directors may by resolution
provide for the payment of compensation to directors for their services as such
and for the payment of fees and expenses to directors for attendance at any
regular or special meeting of the Board; provided, however, that nothing herein
shall preclude any director from serving the Corporation in any other capacity
and receiving compensation therefor.

         Section 7. Removal. At any meeting of the shareholders called for that
purpose, with notice of such purpose given, any director or directors may be
removed from office, with or without cause, by a vote of the holders of a
majority of the shares then entitled to be cast within each voting group
entitled to vote for the election of each such director; provided, however, that
no director may be removed if the votes cast against his removal would be
sufficient to elect him if then cumulatively voted at an election of the entire
Board of Directors or of the class of directors of which he is a part. When any
director or directors are removed, new directors may be elected at the same
meeting of the shareholders for the unexpired term of the director or directors
removed.

         Section 8. Executive committee. The Board of Directors, by a resolution
or resolutions adopted by a majority of the members of the board then in office,
may appoint from among its membership an executive committee consisting of such
number of directors as may be so designated, but in no event fewer than three
(3). Except as otherwise limited by law, the Articles of Incorporation, or by
the resolution or resolutions creating or concerning the executive committee,
the executive committee shall have full


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power and authorization, in the intervals between meetings of the Board of
Directors, to do any and all things in relation to the management and direction
of the business and affairs of the Corporation and to exercise any and all
powers of the Board of Directors.

         Section 9. Other committees. Other standing committees may be appointed
by the Board of Directors from among its membership by a resolution adopted by a
majority of the members of the Board then in office consisting of such number of
directors as may be so designated, but in no event fewer than three (3). Except
as otherwise limited by law or the Articles of Incorporation, the Board may, by
resolution, invest any such committee with such powers, and impose upon it such
conditions within the power and authority of the Board, as the Board shall see
fit. The Board of Directors may, by a resolution or resolutions adopted by a
majority of the members of the Board then in office, designate one or more
directors from among its membership as alternate members of the Executive or
other committees who may act in the place and stead of any absent member or
members at any committee meeting.

         Section 10. Conduct of committees. Within the powers conferred upon it
and as permitted by law, the Executive committee and any other committee
appointed by the Board of Directors may adopt rules for the conduct of its own
business, shall keep minutes of its meetings, and shall report, as the Board of
Directors may request, its activities since the last regular or special meeting
of the Board. Any committee appointed by the Board of Directors, including the
Executive committee, may be disestablished at any regular or special meeting of
the Board or its power and purposes amended as the Board may determine.

         Section 11. Action of the Board of Directors taken without a meeting.
Except as otherwise provided by law, any action which is required or permitted
to be taken by the Board of Directors, or any committee thereof, may be taken
without a meeting if all of the directors, or all of the committee members, as
the case may be, execute either before or after the action is taken a written
consent thereto and such consent is filed with the records of the Corporation or
with the minutes of the Board or committee.

                                    ARTICLE V

                                    Officers

         Section 1. Corporate officers. The Board of Directors shall appoint a
Chief Executive Officer, a President, a Secretary, and a Treasurer. The Board of
Directors, the Chairman of the Board, or the Chief Executive Officer may appoint
one or more Vice Presidents and such other officers as the Board of Directors,
the Chairman of the Board or the Chief Executive Officer may determine.

         Section 2. Division officers. The Board of Directors, the Chairman of
the Board or the Chief Executive Officer may appoint officers with titles
indicating their responsibilities in operating divisions of the Corporation
which may include President, Vice President, and any other divisional titles
which may be deemed appropriate.

         Section 3. Compensation. The compensation of the Chairman of the Board,
the Chief Executive Officer, the President, and the Vice Chairman of the Board,
shall be determined by the Board of Directors, and unless the Board of Directors
shall determine otherwise, the Chairman of the Board or the Chief Executive
Officer shall determine the compensation of all other officers of the
Corporation.

         Section 4. Chairman of the Board and Vice Chairman of the Board. The
Chairman of the Board shall preside at all meetings of the shareholders and of
the Board of Directors, unless the Vice Chairman of the Board has been
designated by the Board of Directors to preside at meetings of the Board of
Directors. The Chairman of the Board and Vice Chairman of the Board shall
perform such other duties as may be determined by the Board of Directors.

         Section 5. Chief Executive Officer. The Chief Executive Officer shall
be responsible for the general management of the affairs of the Corporation and
shall perform all such other duties as are properly required of him by the Board
of Directors.


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         Section 6. President. Unless the President is also appointed Chief
Executive Officer, the President shall perform all duties incident to the office
of President and such other duties as are properly required of him by the Board
of Directors or the Chief Executive Officer.

         Section 7. Secretary. The Secretary shall issue notices for all
meetings of the Board of Directors, any committees thereof, and shareholders and
shall cause the minutes of the same to be recorded in books provided for that
purpose. He shall have charge of the corporate seal and of all corporate records
and shall have the responsibility for authenticating records of the Corporation.
He shall make such reports and perform such other duties as the Board of
Directors, the Chairman of the Board, or the Chief Executive Officer shall
determine are properly required of him and, in general, perform all duties
incident to the office of Secretary.

         Section 8. Treasurer. The Treasurer shall have the custody of all
monies and securities of the Corporation. He shall perform such other duties as
the Board of Directors, the Chairman of the Board, or the Chief Executive
Officer shall determine are properly required of him and, in general, perform
all duties incident to the office of Treasurer.

         Section 9. Duties of other officers. All other officers shall perform
such duties as the Board of Directors, the Chairman of the Board, or the Chief
Executive Officer may determine are properly required of him.

         Section 10. Term of office, removal, and vacancies. The appointment of
officers by the Board of Directors shall take place annually at the meeting of
the Board of Directors following the annual meeting of the shareholders.
Officers may also be appointed by the Board of Directors at any regular meeting
of the Board or at any special meeting of the Board called for that purpose.
Officers permitted to be appointed by the Chairman of the Board or the Chief
Executive Officer may be appointed any time. Each officer shall hold office
until his successor shall have been duly appointed and shall have qualified or
until his death or until he shall resign. Any officer may be removed from
office, with or without cause, at any time by a vote of a majority of the
members of the Board of Directors then in office. Any officer appointed by the
Chairman of the Board or the Chief Executive Officer may be removed from office,
with or without cause, at any time by the Chairman of the Board or the Chief
Executive Officer. Any vacancy in an office may be filled by the Board of
Directors, the Chairman of the Board, or the Chief Executive Officer, except
that only the Board of Directors may fill a vacancy in the positions of Chief
Executive Officer, President, Secretary or Treasurer.

         Section 11. Bonds. The Board of Directors, the Chairman of the Board,
or the Chief Executive Officer may require any officer, agent, or employee of
the Corporation to give bond to the Corporation, with sufficient surety or
sureties to insure the faithful performance of such officer's, agent's, or
employee's duties.

                                   ARTICLE VI

                                  Miscellaneous

         Section 1. Seal. The seal of the Corporation shall be in such form and
shall contain such symbols and wording as the Board of Directors may from time
to time adopt.

         Section 2. Buying and selling property. Without limiting the authority
granted to officers pursuant to Article V, the Chairman of the Board, Vice
Chairman, the Chief Executive Officer, and such other person or persons as the
Chairman of the Board, Vice Chairman, the Chief Executive Officer, or the Board
of Directors shall designate by name or position, shall have the authority to
buy or sell, and to contract to buy or sell, on behalf of the Corporation, any
real property of any kind whatsoever.

         Section 3. Execution of documents. Any contract, negotiable instrument,
or other written obligation shall be binding on the Corporation when executed by
the Chairman of the Board, Vice


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Chairman, the Chief Executive Officer, or such other person or persons as the
Chairman of the Board, Vice Chairman, the Chief Executive Officer, or the Board
of Directors shall designate by name or position.

         Section 4. Deposits. The cash monies of the Corporation shall be
deposited in such banks, trust companies, or other depositories as the Chairman
of the Board, Vice Chairman, the Chief Executive Officer, the Corporation's
principal financial officer, or the Board of Directors shall designate by name
and may be withdrawn therefrom only upon the signature of persons designated by
the Chairman of the Board, Vice Chairman, the Chief Executive Officer, the
Corporation's principal financial officer, or the Board of Directors.

         Section 5. Voting securities held by the Corporation. Unless the Board
of Directors orders otherwise, the Chairman of the Board, Vice Chairman of the
Board, the Chief Executive Officer, and such other officer or officers as the
Chairman of the Board, Vice Chairman of the Board, or the Chief Executive
Officer shall designate in writing, shall each have full power and authority on
behalf of the Corporation to attend, to act and to vote at any meeting of the
security holders of other corporations in which the Corporation may hold
securities and at such meeting shall possess and may exercise any and all rights
and powers incident to the ownership of such securities which the Corporation
might have possessed and exercised if it had been present.

         Section 6. Dividends and distributions. Before declaring any
distributions, the Board of Directors may fix and set aside from time to time
such sums over and above paid-in capital of the Corporation as a reserve for any
proper purpose, including expansion, maintenance, or contingencies, as the Board
may deem desirable, and the Board may from time to time increase, diminish, and
vary any such sums so set aside.

         Section 7.  Indemnification.

         (a)      General.  The Corporation shall indemnify each person who:

                  (i)      is or was a director or officer of the Corporation
         (including the heirs, executors, administrators or estate of such
         person); or

                  (ii)     while holding a status described in (i) above, is or
         was serving at the request of the Corporation as a director, officer,
         partner, trustee, employee or agent of another foreign or domestic
         corporation, partnership, joint venture, trust, employee benefit plan
         or other enterprise

as follows: (A) if such person is or was a director of the Corporation, to the
full extent permitted under South Carolina Business Corporation Act of 1988, as
amended ("SCBCA") ss.ss.33-8-510 and 520, or as required by the determination of
a court pursuant to SCBCA ss.33-8-540; or (B) if such person is or was a
non-director officer of the Corporation, to the full extent permitted by SCBCA
ss.33-8-560(1) as to mandatory and court-ordered indemnification and otherwise
in the same manner and to the same extent that directors are permitted to be
indemnified under SCBCA ss.33-8-510.

         (b)      Procedure.

                  (i)      Directors. If indemnification is requested by a
         director pursuant to subsection (a) of this Section 7 under the
         authority granted by SCBCA ss.33-8-510, then the Board shall cause a
         determination to be made in one of the manners prescribed in SCBCA
         ss.33-8-550 as to whether indemnification of the director requesting
         such indemnification is permissible in the circumstances because such
         director has met the standard of conduct set forth in SCBCA
         ss.33-8-510. Upon any such determination that such indemnification is
         proper or upon mandatory indemnification pursuant to SCBCA ss.33-8-520,
         the Corporation shall make indemnification payments to the maximum
         extent permitted by SCBCA ss.33-8-510 or 520.


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<PAGE>   8

                  (ii)     Non-director officers. If indemnification is
         requested by a non-director officer pursuant to subsection (a) of this
         Section 7, then the Board shall cause a determination to be made as to
         whether such indemnification is permissible in the circumstances
         because such person has met the standard of conduct set forth in SCBCA
         ss.33-8-510 or as otherwise provided in subsection (a) of this Section
         7. Upon the determination by the Board that indemnification of any such
         non-director officer is proper or upon mandatory indemnification
         pursuant to SCBCA ss.33-8-520, the Corporation shall make
         indemnification payments to the maximum extent permitted by SCBCA
         ss.33-8-520 or 560, as the case may be.

         (c)      Interim payment of expenses. The Corporation shall pay in
advance the expenses (including attorneys' fees) of defending a civil or
criminal action, suit, or proceeding that are incurred by a person who:

                  (i)      is or was a director or officer of the Corporation
         (including the heirs, executors, administrators or estate of such
         person); or

                  (ii)     while holding a status described in (i) above, is or
         was serving at the request of the Corporation as a director, officer,
         partner, trustee, employee or agent of another foreign or domestic
         corporation, partnership, joint venture, trust, employee benefit plan
         or other enterprise

as follows: (A) if such person is or was a director, to the full extent
permitted by and in accordance with SCBCA ss.33-8-530; and (B) with respect to
non-director officers, in the same manner and to the same extent it is permitted
to advance expenses to directors pursuant to SCBCA ss.33-8-530; provided,
however, that such person [whether covered by clause (A) or (B) above] shall
provide the Corporation with (1) a written affirmation of such person's good
faith belief that such person has met the applicable standard of conduct, and
(2) a written understanding by such person or on such person's behalf to repay
any expenses advanced if it shall ultimately be determined that such person is
not entitled to be indemnified against such expenses.

         (d)      Non-officer/non-director agents and employees. The Board may
indemnify, or advance expenses in connection with a proceeding that may be the
subject of indemnification to, a non-officer or non-director agent or employee
of the Corporation if, to the extent and on such terms as the Board may from
time to time determine.

         (e)      Subsequent amendment. No amendment, termination, rescission or
other elimination of this Section 7 or of any relevant provisions of the SCBCA
or any other applicable law shall affect or diminish in any way the rights to
indemnification under this Section 7 with respect to any action, suit or
proceeding arising out of, or relating to, any event or act or omission
occurring or fact or circumstance existing prior to such amendment, termination,
rescission or other elimination.

         (f)      Other rights; indemnification agreements; certain limitations.
The indemnification and advancement of expenses provided by, or granted pursuant
to, other subsections of this Section 7 shall not be deemed exclusive of any
other rights to which a person seeking indemnification or advancement of
expenses may be entitled pursuant to any applicable law (including court-ordered
indemnification pursuant to SCBCA ss.33-8-540), to any agreement, or to any vote
of shareholders (including a vote pursuant to SCBCA ss.33-8-550) or of
disinterested directors or otherwise, both as to action in such person's
official capacity and as to action in any other capacity while an officer or
director. Nothing contained in this Section 7 shall be deemed to prohibit, and
the Corporation is specifically authorized to enter into, agreements which
provide indemnification rights and procedures permitted by the SCBCA.
Notwithstanding the foregoing or any other provision of the Bylaws, the
Corporation's Articles of Incorporation or applicable law, indemnification of a
director shall not be permitted (i) for any breach of the director's duty of
loyalty to the Corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve gross negligence, intentional misconduct, or a
knowing violation of law, (iii) for the types of liability set forth in SCBCA
ss.33-8-330, or (iv) for any transaction from which he received an


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<PAGE>   9

improper personal benefit; and indemnification of officers shall not be
permitted if inconsistent with public policy.

         (g)      Continuation of right to indemnification. All rights to
indemnification under this Section 7 [including those arising pursuant to
subsection (e) above] shall continue as to a person who has ceased to be a
director or officer, shall inure to the benefit of heirs, executors,
administrators and the estate of such person, and shall be deemed to be a
contract between the Corporation and each such person or entity. This Section 7
shall be binding upon any successor corporation to the Corporation, whether by
way of merger, consolidation, liquidation, dissolution or otherwise.

         (h)      Notice. If the Corporation indemnifies or advances expenses to
a director under Section 7(a) in connection with a proceeding by or in right of
the Corporation, the Corporation shall report the indemnification or advance in
writing to the shareholders with or before the notice of the next meeting of
shareholders.

         (i)      Savings clause. If this Section 7 or any portion of it shall
be invalidated on any ground by any court of competent jurisdiction, then the
Corporation shall nevertheless indemnify persons specified in this Section 7 to
the full extent permitted by any applicable portion of this Section 7 that shall
not have been invalidated and to the full extent permitted by applicable law.


                                   ARTICLE VII

                                    Amendment

         Subject to the Articles of Incorporation and the SCBCA, the Bylaws may
be amended or repealed at any meeting of the shareholders at which a quorum
exists if the votes in favor of the amendment exceed the votes opposed to the
amendment, or at any meeting of the Board of Directors of the Corporation at
which a quorum exists by an affirmative vote of a majority of the members of the
Board of Directors then in office. The shareholders may prescribe that any
bylaws adopted by them shall not be altered, amended or repealed by the Board.


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