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                                                                     EXHIBIT 3.2










                          AMENDED AND RESTATED BYLAWS


                                       OF


                    PHARMACEUTICAL PRODUCT DEVELOPMENT, INC.


                       EFFECTIVE AS OF SEPTEMBER 25, 1996

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                               TABLE OF CONTENTS

ARTICLE I
OFFICES
        1.  Principal Office ...........................       1
        2.  Registered Office ..........................       1
        3.  Other Offices ..............................       1

ARTICLE II
MEETINGS OF SHAREHOLDERS
        1.  Place of Meetings ..........................       1
        2.  Annual Meeting .............................       1
        3.  Substitute Annual Meeting ..................       1
        4.  Special Meetings ...........................       1
        5.  Notice of Meetings .........................       2
        6.  Shareholders List ..........................       3
        7.  Quorum .....................................       3
        8.  Voting of Shares and Voting Groups .........       3
        9.  Proxies ....................................       4
        10. Inspectors of Election .....................       4
        11. Informal Action by Shareholders ............       5
        12. Shareholder Proposals ......................       5

ARTICLE III
DIRECTORS
        1.  General Powers .............................       6
        2.  Number, Term and Qualification .............       6
        3A. Nominations ................................       7
        3B. Election of Directors ......................       8
        4.  Removal ....................................       8
        5.  Vacancies ..................................       8
        6.  Chairman ...................................       9
        7.  Compensation ...............................       9
        8.  Executive and Other Committees .............       9
        9.  Directors Emeritus .........................      10

ARTICLE IV
MEETINGS OF DIRECTORS
        1.  Regular Meetings ...........................      10
        2.  Special Meetings ...........................      10
        3.  Notice of Meetings .........................      11
        4.  Quorum .....................................      11
        5.  Manner of Acting ...........................      11
        6.  Informal Action by Directors ...............      12
        7.  Attendance by Telephone ....................      12

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ARTICLE V
OFFICERS
        1.  Number .....................................      12
        2.  Appointment and Term .......................      12
        3.  Removal ....................................      12
        4.  Compensation ...............................      13
        5.  Chairman of the Board ......................      13
        6.  Chief Executive Officer ....................      13
        7.  President ..................................      13
        8.  Vice Presidents ............................      13
        9.  Secretary ..................................      13
        10. Treasurer ..................................      14
        11. Assistant Secretaries and Treasurers .......      14
        12. Controller and Assistant Controllers .......      14
        13. Bonds ......................................      15
        14. Voting Upon Stock ..........................      15

ARTICLE VI
CONTRACTS, LOANS AND DEPOSITS
        1.  Contracts ..................................      15
        2.  Loans ......................................      15
        3.  Checks and Drafts ..........................      15
        4.  Deposits ...................................      15

ARTICLE VII
CERTIFICATES FOR SHARES AND OTHER TRANSFER
        1.  Certificates for Shares ....................      15
        2.  Transfer of Shares .........................      16
        3.  Transfer Agent and Registrar ...............      16
        4.  Record Date ................................      16
        5.  Lost Certificates ..........................      16
        6.  Holder of Record ...........................      17
        7.  Shares held by Nominees ....................      17
        8.  Acquisition by Corporation of its Own Shares      18

ARTICLE VIII
INDEMNIFICATION AND REIMBURSEMENT
OF DIRECTORS AND OFFICERS
        1.  Indemnification for Expenses and Liabilities      18
        2.  Advance Payment of Expenses ................      19
        3.  Insurance ..................................      19
        4.  Definitions ................................      19

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ARTICLE IX
GENERAL PROVISIONS
        1.  Distributions ..............................      19
        2.  Seal .......................................      19
        3.  Fiscal Year ................................      19
        4.  Effective Date of Notice ...................      19
        5.  Corporate Records ..........................      20
        6.  Bylaw Amendments ...........................      20
        7.  Amendments to Articles of Incorporation ....      21
        8.  Stockholder Protection Statutes ............      21



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                          AMENDED AND RESTATED BYLAWS

                                       OF

                    PHARMACEUTICAL PRODUCT DEVELOPMENT, INC.


                                   ARTICLE I
                                    OFFICES

         1. Principal Office. The principal office of the Corporation shall be
located in New Hanover County, North Carolina, or such other place as is
designated by the Board of Directors.

         2. Registered Office. The registered office of the Corporation required
by law to be maintained in the State of North Carolina may be, but need not be,
identical with the principal office.

         3. Other Offices. The Corporation may have offices at such other
places, either within or without the State of North Carolina, as the Board of
Directors may from time to time determine or as the affairs of the Corporation
may require.

                                   ARTICLE II
                            MEETINGS OF SHAREHOLDERS

         1. Place of Meetings. All meetings of shareholders shall be held at the
principal office of the Corporation or at such other place, either within or
without the State of North Carolina, as shall be designated in the notice of the
meeting or agreed upon by the Board of Directors.

         2. Annual Meeting. The annual meeting of the shareholders shall be held
at the principal office of the Corporation or at such other place, either within
or without the State of North Carolina, on such day and at such time during the
month of April or May for the purpose of electing Directors of the Corporation
and for the transaction of such other business as may be properly brought before
the meeting.

         3. Substitute Annual Meeting. If the annual meeting shall not be held
on the day designated by these Bylaws, a substitute annual meeting may be called
in accordance with the provisions of Paragraph 4 of this Article II. A meeting
so called shall be designated and treated for all purposes as the annual
meeting.

         4. Special Meetings.

                (a) Special meetings of the shareholders, for any purpose or
purposes, unless otherwise prescribed by statute, may be called by the
President, the Chief Executive Officer, the Chairman of the Board, a majority of
the Board of Directors then in office or the holders of not 






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less than seventy-five percent (75%) of all the outstanding shares of the
Corporation entitled to vote at the meeting.

         (b) Any person or persons entitled to call a special meeting of
shareholders shall do so by delivering written notice to the Secretary stating
that a special meeting has been called and certifying to facts establishing that
the person or persons delivering the notice are entitled to call a special
meeting. Any such written notice delivered by a shareholder or shareholders
(acting in such capacity) entitled to call a special meeting of shareholders
shall state the purpose or purposes of the proposed meeting and shall state the
information which would be required in a notice by the shareholder described in
Section 12 of this Article II with respect to the business proposed to be
transacted at the special meeting.

         5. Notice of Meetings.

         (a) Written or printed notice stating the time and place of the meeting
shall be delivered not less than ten (10) nor more than sixty (60) days before
the date thereof, either personally or by telegraph, teletype or other form of
wire or wireless communication, or by facsimile transmission, mail or by private
carrier, or by any other means permitted by law, by or at the direction of the
Board of Directors, the Chairman of the Board, the Chief Executive Officer, the
President, the Secretary or other person calling the meeting, to each
shareholder of record entitled to vote at such meeting, provided that such
notice must be given to all shareholders, including nonvoting shareholders, with
respect to any meeting at which a merger, share exchange, sale of assets other
than in the regular course of business, or voluntary dissolution is to be
considered and in such other instances as required by law. If a new record date
for the adjourned meeting is fixed pursuant to Section 4 of Article VII, notice
of the adjourned meeting shall be given to persons who are shareholders as of
the new record date. If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail addressed to the shareholder at his address
as it appears on the record of shareholders of the Corporation, with postage
thereon prepaid.

         (b) In the case of an annual or substitute annual meeting, the notice
of meeting need not specifically state the business to be transacted thereat
unless it is a matter, other than election of Directors, on which the vote of
the shareholders is expressly required by the provisions of the North Carolina
Business Corporation Act or notice of such purpose is otherwise required by law
to be provided. In the case of a special meeting, the notice of meeting shall
specifically state the purpose or purposes for which the meeting is called.

         (c) When a meeting is adjourned for more than one hundred twenty (120)
days, or a new record date is or must be fixed as required by law, notice of the
adjourned meeting shall be given as in the case of an original meeting. When a
meeting is adjourned for one hundred twenty (120) days or less in any one
adjournment, it shall not be necessary to give any notice of the new date, time
and place of the adjourned meeting or of the business to be transacted thereat
other than by announcement at the meeting at which the adjournment is taken.



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         (d) A shareholder in a signed writing may waive notice of any meeting
before or after the date and time stated in the notice by delivering such waiver
to the Corporation for inclusion in the minutes. Attendance by a shareholder at
a meeting constitutes a waiver of notice of such meeting, unless at the
beginning of the meeting the shareholder objects to holding the meeting or
transacting business at the meeting, or objects to considering a matter not
within the purpose or purposes described in the meeting notice before a vote is
taken on it.

         6. Shareholders List. After fixing the record date for a meeting, the
Secretary of the Corporation shall prepare an alphabetical list of the
shareholders entitled to notice of such meeting or any adjournment thereof,
arranged by voting group, class and series, with the address of and number of
shares held by each. Such list shall be kept on file at the principal office of
the Corporation, or at a place identified in the meeting notice in the city
where the meeting will be held, beginning two (2) business days after notice of
such meeting is given and continuing through the meeting, and on written demand
shall be subject to inspection or copying by any shareholder, or his agent or
attorney, at any time during regular business hours. This list shall also be
produced and kept open at the time and place of the meeting and shall be subject
to inspection by any shareholder, or his agent or attorney, during the entire
time of the meeting or any adjournment.

         7. Quorum.

         (a) Unless otherwise provided by law, a majority of the votes entitled
to be cast on a matter by a separate voting group shall constitute a quorum of
such voting group on that matter at a meeting of shareholders. A separate voting
group may only take action on a matter at a meeting if a quorum of those shares
are present with respect to that matter. In the absence of a quorum at the
opening of any meeting of shareholders, such meeting may be adjourned from time
to time by the vote of a majority of the shares voting on the motion to adjourn,
but no other business may be transacted until and unless a quorum is present.
When a quorum is present at any adjourned meeting, any business may be
transacted which might have been transacted at the original meeting. If a quorum
is present at the original meeting, a quorum need not be present at an adjourned
meeting to transact business.

         (b) At a meeting at which a quorum is present, a separate voting group
may continue to do business until adjournment, notwithstanding the withdrawal of
sufficient shareholders to leave less than a quorum of the separate voting
group.

         8. Voting of Shares and Voting Groups.

         (a) Except as otherwise provided by the Articles of Incorporation or by
law, each outstanding share having voting rights shall be entitled to one vote
on each matter submitted to a vote at a meeting of shareholders. All shares
entitled to vote and be counted together collectively on a matter as provided by
the Articles of Incorporation or by the North Carolina Business Corporation Act
shall constitute a single voting group. Additional required voting 



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groups shall be determined in accordance with the Articles of Incorporation, the
Bylaws and the North Carolina Business Corporation Act.

         (b) Except in the election of Directors, at a shareholder meeting duly
held and at which a quorum is present, action on a matter by a voting group
shall be approved if the votes cast within the voting group favoring the action
exceed the votes cast opposing the action, unless the vote by a greater number
is required by law or by the Articles of Incorporation or Bylaws of the
Corporation. For such actions, abstentions shall not be treated as negative
votes. Corporate action on such matters shall be taken only when approved by
each and every voting group entitled to vote as a separate voting group on such
matter as provided by the Articles of Incorporation or Bylaws or by the North
Carolina Business Corporation Act.

         (c) Voting on all matters except the election of Directors shall be by
voice vote or by a show of hands unless the Chairman of the meeting directs that
voting on such matter shall be by ballot.

         (d) Absent special circumstances, shares of the Corporation shall not
be entitled to vote if they are owned, directly or indirectly, by another
corporation in which the Corporation owns, directly or indirectly, a majority of
the shares entitled to vote for directors of the second corporation; provided
that this provision does not limit the power of the Corporation to vote its own
shares held by it in a fiduciary capacity.

         9. Proxies. Shares may be voted either in person or by one or more
agents authorized by a written proxy executed by the shareholder or by his duly
authorized attorney-in-fact. A proxy shall not be valid after the expiration of
eleven (11) months from the date of its execution, unless the person executing
it specifies therein the length of time for which it is to continue in force, or
limits its use to a particular meeting. Any proxy shall be revocable by the
shareholder unless the written appointment expressly and conspicuously provides
that it is irrevocable and the appointment is coupled with an interest as
required by law. The shareholder may revoke the proxy by filing with the
Secretary of the Corporation either a written instrument of revocation or a duly
executed proxy bearing a later date or by attending the meeting and voting his
shares in person.

         10. Inspectors of Election.

         (a) Appointment of Inspectors of Election. In advance of any meeting of
shareholders, the Board of Directors may appoint any persons, other than
nominees for office, as inspectors of election to act at such meeting or any
adjournment thereof. If inspectors of election are not so appointed, the
Chairman of any such meeting may appoint inspectors of election at the meeting.
The number of inspectors shall be either one or three. In case any person
appointed as inspector fails to appear or fails or refuses to act, the vacancy
may be filled by appointment by the Board of Directors in advance of the meeting
or at the meeting by the person acting as the Chairman.



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         (b) Duties of Inspectors. The inspectors of election shall determine
the number of shares outstanding and the voting power of each, the shares
represented at the meeting, the existence of a quorum, the authenticity,
validity and effect of proxies, receive votes, ballots or consents, hear and
determine all challenges and questions in any way arising in connection with the
right to vote, count and tabulate all votes or consents, determine the result
and do such acts as may be proper to conduct the election or vote with fairness
to all shareholders. The inspectors of election shall perform their duties
impartially, in good faith, to the best of their ability and as expeditiously as
is practical.

         (c) Vote of Inspectors. If there are three or more inspectors of
election, the decision, act or certificate of a majority shall be effective in
all respects as the decision, act or certificate of all.

         (d) Report of Inspectors. On request of the Chairman of the meeting,
the inspectors shall make a report in writing of any challenge or question or
matter determined by them and shall execute a certificate of any fact found by
them. Any report or certificate made by them shall be prima facie evidence of
the facts stated therein.

         11. Informal Action by Shareholders. Any action which is required or
permitted to be taken at a meeting of the shareholders may be taken without a
meeting if a consent in writing, setting forth the action so taken, shall be
signed by all of the persons who would be entitled to vote upon such action at a
meeting and filed with the Secretary of the Corporation to be kept in the
corporate minute book, whether done before or after the action so taken. Such
consent shall have the same force and effect as a unanimous vote of
shareholders. Any shareholder may retract his consent until the last shareholder
entitled to vote has signed the appropriate written consent and all consents
have been delivered to the Secretary of the Corporation. When notice of a
proposed action is required to be given to nonvoting shareholders as provided in
Section 5(a) of this Article II, the Corporation shall give the nonvoting
shareholders notice at least ten (10) days before action is taken in lieu of a
meeting by unanimous consent of the voting shareholders. Such notice to
nonvoting shareholders shall contain or be accompanied by any material that
would have been required to be sent to the nonvoting shareholders in a notice of
meeting at which the proposed action would have been submitted to the
shareholders for action.

         12. Shareholder Proposals. Any shareholder wishing to bring any other
business before a meeting of shareholders must provide notice to the Corporation
not more than ninety (90) and not less than fifty (50) days before the meeting
in writing by registered mail, return receipt requested, of the business to be
presented by him at the shareholders' meeting. Any such notice shall set forth
the following as to each matter the shareholder proposes to bring before the
meeting: (A) a brief description of the business desired to be brought before
the meeting and the reasons for conducting such business at the meeting and, if
such business includes a proposal to amend the Bylaws of the Corporation, the
language of the proposed amendment; (B) the name and address, as they appear on
the Corporation's books, of the shareholder proposing such business; (C) the
class and number of shares of the Corporation which are beneficially owned by
such shareholder; (D) a representation that the shareholder is a holder of
record of stock of the 


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Corporation entitled to vote at such meeting and intends to appear in person or
by proxy at the meeting to propose such business; and (E) any material interest
of the shareholder in such business. Notwithstanding the foregoing provisions of
this Section, a shareholder shall also comply with all applicable requirements
of the Securities Exchange Act of 1934, as amended, and the rules and
regulations thereunder with respect to the matters set forth in this Section. In
the absence of such notice to the Corporation meeting the above requirements, a
shareholder shall not be entitled to present any business at any meeting of
shareholders.



         Note: The provisions of this Article II, Section 12 have been adopted
         by the shareholders of the Corporation and may not be amended except by
         the shareholders in accordance with the provisions of Article IX,
         Section 6(a) hereof.

                                   ARTICLE III
                                    DIRECTORS

         1. General Powers. All corporate powers shall be exercised by or under
the authority of, and the business and affairs of the Corporation shall be
managed by, the Board of Directors or by such committees as the Board of
Directors may establish pursuant to these Bylaws.

         2. Number, Term and Qualification.

         (a) The number of Directors of the Corporation shall be not less than
eight (8) nor more than twelve (12). Such number may not be changed by the Board
of Directors, but only, within the minimum and maximum, by the affirmative vote
of seventy-five percent (75%) of all eligible votes present in person or in
proxy at a meeting of shareholders at which a quorum is present. Such number may
not be changed at a meeting of shareholders unless the notice of the meeting
states that the purpose, or one of the purposes, of the meeting is to change the
number of Directors of the Corporation.

         Note: The provisions of this Article III, Section 2(a) have been
         adopted by the shareholders of the Corporation and may not be amended
         except by the shareholders in accordance with the provisions of Article
         IX, Section 6(a) hereof.

         (b) Each Director shall hold office until his death, resignation,
retirement, removal, disqualification or his successor is elected and qualifies.
Directors need not be residents of the State of North Carolina or shareholders
of the Corporation.

         3A. Nominations. Nominations for the election of Directors may only be
made by the Board of Directors, by the Nominating Committee of the Board of
Directors (or, if none, any other committee serving a similar function) or by
any shareholder entitled to vote generally in elections of Directors where the
shareholder complies with the requirements of this Section. Any shareholder of
record entitled to vote generally in elections of Directors may nominate one or
more persons for election as Directors at a meeting of shareholders only if
written notice of such shareholder's intent to make such nomination or
nominations has been given, either by personal 



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delivery or by United States certified mail, postage prepaid, to the Secretary
of the Corporation (i) with respect to an election to be held at an annual
meeting of shareholders, not more than ninety (90) days nor less than fifty (50)
days in advance of such meeting and (ii) with respect to an election to be held
at a special meeting of shareholders called for the purpose of the election of
Directors, not later than the close of business on the tenth business day
following the date on which notice of such meeting is first given to
shareholders. Each such notice of a shareholder's intent to nominate a Director
or Directors at an annual or special meeting shall set forth the following: (A)
the name and address, as they appear on the Corporation's books, of the
shareholder who intends to make the nomination and the name and residence
address of the person or persons to be nominated; (B) the class and number of
shares of the Corporation which are beneficially owned by the shareholder; (C) a
representation that the shareholder is a holder of record of stock of the
Corporation entitled to vote at such meeting and intends to appear in person or
by proxy at the meting to nominate the person or persons specified in the
notice; (D) a description of all arrangements or understandings between the
shareholder and each nominee and any other persons or persons (naming such
person or persons) pursuant to which the nomination or nominations are to be
made by the shareholder; (E) such other information regarding each nominee
proposed by such shareholder as would be required to be disclosed in
solicitations of proxies for election of Directors, or as would otherwise be
required, in each case pursuant to Regulation 14A under the Securities Exchange
Act of 1934, as amended, including any information that would be required to be
included in a proxy statement filed pursuant to Regulation 14A had the nominee
been nominated by the Board of Directors; and (F) the written consent of each
nominee to be named in a proxy statement and to serve as Director of the
Corporation if so elected. No person shall be eligible to serve as a Director of
the Corporation unless nominated in accordance with the procedures set forth in
this Section. If the Chairman of the shareholders meeting shall determine that a
nomination was not made in accordance with the procedures described by the
Bylaws, he shall so declare to the meeting, and the defective nomination shall
be disregarded. Notwithstanding the foregoing provisions of this Section, a
shareholder shall also comply with all applicable requirements of the Securities
Exchange Act of 1934, as amended, and the rules and regulations thereunder with
respect to the matters set forth in this Section.

         Note: The provisions of this Article III, Section 3A have been adopted
         by the shareholders of the Corporation and may not be amended except by
         the shareholders in accordance with the provisions of Article IX,
         Section 6(a) hereof.

         3B. Election of Directors. Except as provided in Section 5 of this
Article III, Directors shall be elected at the annual meeting of shareholders;
and those persons who receive the highest number of votes at a meeting at which
a quorum is present shall be deemed to have been elected. If any shareholder so
demands, election of Directors shall be by ballot.

         4. Removal.

         (a) A Director may be removed from office with cause by the affirmative
vote of seventy-five percent (75%) of all eligible votes present at a meeting of
shareholders at which a 



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quorum is present. A Director may be removed from office without cause by the
affirmative vote of seventy-five percent (75%) of all eligible votes present at
a meeting of shareholders at which a quorum is present, provided that removal
without cause is recommended to the shareholders by the Board of Directors
pursuant to a vote of not less than seventy-five percent (75%) of the Directors
then in office. If a Director is elected by a separate voting group, only the
members of that voting group may participate in the vote to remove him. For
purposes of this Section, "cause" is defined as personal dishonesty,
incompetence, mental or physical incapacity, breach of fiduciary duty involving
personal profit, a failure to perform stated duties, or a violation of any law,
rule or regulation (other than a traffic violation or similar routine offense)
based on a conviction for such offense or an opinion of counsel to the
Corporation that such violation has occurred. The entire Board of Directors may
not be removed except pursuant to the removal of individual Directors in
accordance with the foregoing provisions.

         Note: The provisions of this Article III, Section 4(a) are contained in
         the Articles of Incorporation of the Corporation. These Bylaw
         provisions have been adopted by the shareholders of the Corporation and
         may not be amended except by the shareholders in accordance with the
         provisions of Article IX, Section 6(a) hereof.

         (b) No Director may be removed at a meeting of the shareholders unless
the notice of the meeting states that the purpose, or one of the purposes, of
the meeting is to remove that Director.

         5. Vacancies. A vacancy occurring in the Board of Directors of the
Corporation, including, without limitation, a vacancy created by an increase in
the authorized number of Directors or resulting from the shareholders' failure
to elect the full authorized number of Directors, may only be filled by the
Directors remaining in office, or, if the Directors remaining in office
constitute less than a quorum of the Directors, by the affirmative vote of a
majority of all remaining Directors or by the sole remaining Director; provided
that if any Director was elected by a particular voting group, a vacancy in that
position may be filled only by any remaining Director or Directors elected by
that voting group, if any, and if there are none, by members of the related
voting group. A Director elected to fill a vacancy shall be elected for the
unexpired term of his predecessor in office.

         Note: The provision of this Article III, Section 5 are contained in the
         Articles of Incorporation of the Corporation. These Bylaw provisions
         have been adopted by the Shareholders and may not be amended except by
         the shareholders of the Corporation in accordance with the provisions
         of Article IX, Section 6(a) hereof.

         6. Chairman. There may be a Chairman of the Board of Directors elected
by the Directors from their number at any meeting of the Board of Directors. The
Chairman shall preside at all meetings of the Board of Directors and of
shareholders and perform such other duties as may be directed by the Board of
Directors. Until a Chairman of the Board of Directors is elected, the President
of the Corporation shall preside at the meetings of the Board of Directors and
shareholders.


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         7. Compensation. The Board of Directors may provide for the
compensation of Directors for their services as such and may provide for the
payment of any and all expenses incurred by the Directors in connection with
such services.

         8. Executive and Other Committees.

         (a) The Board of Directors, by resolution adopted by seventy-five
percent (75%) of the number of Directors then in office, may designate from
among its members an Executive Committee and one or more other committees, each
consisting of two or more Directors and each of which, to the extent authorized
by law or provided in the resolution, shall have and may exercise all of the
authority of the Board of Directors, except no such committee shall have
authority as to the following matters: (1) authorize distributions; (2) approve
or propose to shareholders action that is required to be approved by
shareholders under the North Carolina Business Corporation Act or any successor
to such statutes; (3) fill vacancies on the Board of Directors or on any of its
committees; (4) amend the Articles of Incorporation; (5) adopt, amend or repeal
these Bylaws; (6) approve a plan of merger not requiring shareholder approval;
(7) authorize or approve reacquisition of shares, except according to a formula
or method prescribed by the Board of Directors; or (8) authorize or approve the
issuance or sale or contract for sale of shares, or determine the designation
and relative rights, preferences and limitations of a class or series of shares,
except that the Board of Directors may authorize a committee (or senior
executive officer of the Corporation) to do so within limits specifically
prescribed by the Board of Directors.

         (b) Any resolutions adopted or other action taken by any such committee
within the scope of the authority delegated to it by the Board of Directors
shall be deemed for all purposes to be adopted or taken by the Board of
Directors. The designation of any committee and the delegation thereto of
authority shall not operate to relieve the Board of Directors, or any member
thereof, of any responsibility or liability imposed upon it or him by law.

         (c) Regular meetings of any such committee may be held without notice
at such time and place as such committee may fix from time to time by
resolution. Special meetings of any such committee may be called by any member
thereof upon not less than one day's notice stating the place, date and hour of
such meeting, which notice may be written or oral and if mailed, shall be deemed
to be delivered when deposited in the United States mail addressed to any member
of the committee at his business address. Any member of any committee may in a
signed writing waive notice of any meeting and no notice of any meeting need be
given to any member thereof who attends in person. The notice of a meeting of
any committee need not state the business proposed to be transacted at the
meeting.

         (d) A majority of the members of any such committee shall constitute a
quorum for the transaction of business at any meeting thereof and actions of
such committee must be authorized by the affirmative vote of a majority of the
members of such committee.


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         (e) Any member of any such committee may be removed at any time with or
without cause by resolution adopted by the affirmative vote of at least
seventy-five percent (75%) of the Directors then in office, and vacancies in the
membership of a committee resulting from death, resignation, disqualification,
or removal shall be filled by the Board of Directors pursuant to the affirmative
vote of a majority of the Directors then in office.

         Note: The provisions of Sections 8(a) and 8(e) have been adopted by the
         shareholders of the Corporation and may not be amended except by the
         shareholders in accordance with the provisions of Article IX, Section
         6(a) hereof.

         (f) Any such committee shall elect a presiding officer from among its
members and may fix its own rules of procedure which shall not be inconsistent
with these Bylaws. It shall keep regular minutes of its proceedings and report
the same to the Board of Directors for its information at the meeting thereof
held next after the proceedings shall have been taken.

         9. Directors Emeritus. The Board of Directors may, by resolution, duly
adopted, appoint Directors Emeritus of the Corporation for outstanding
contributions to the Corporation. Such Director Emeritus shall have no right to
vote on matters before the Board of Directors or to attend meetings of the Board
of Directors.

                                   ARTICLE IV
                             MEETINGS OF DIRECTORS

         1. Regular Meetings. A regular meeting of the Board of Directors shall
be held immediately after, and at the same place as, the annual meeting of
shareholders. In addition, the Board of Directors may provide, by resolution,
the time and place, either within or without the State of North Carolina, for
the holding of additional regular meetings.

         2. Special Meetings. Special meetings of the Board of Directors may be
called by or at the request of the Chairman of the Board (if one has been duly
elected), the Chief Executive Officer, the President or any two Directors. Such
meetings may be held either within or without the State of North Carolina.

         3. Notice of Meetings.

         (a) Any regular meetings of the Board of Directors may be held without
notice.

         (b) The person or persons calling a special meeting of the Board of
Directors shall, at least two (2) days before the meeting, give notice thereof
either personally or by telephone, telegraph, teletype or other form of wire or
wireless communication or by facsimile transmission, mail or private carrier or
by any other means permitted by law. Such notice need not specify the business
to be transacted at, or the purpose of, the meeting that is called. Notice of an
adjourned meeting need not be given if the time and place are fixed at the
meeting 



                                       10
<PAGE>   15

adjourning and if the period of adjournment does not exceed ten (10) days in any
one adjournment.

         (c) A Director, in a signed writing, may waive notice of any meeting
before or after the date and time stated in the notice. Attendance by a Director
at a meeting shall constitute a waiver of notice of such meeting, except where a
Director attends a meeting for the express purpose of objecting to the
transaction of any business because the meeting is not lawfully called or
convened and does not vote for or assent to action taken at the meeting.

         4. Quorum. A majority of the Directors in office immediately before the
meeting shall constitute a quorum for the transaction of business at any meeting
of the Board of Directors.

         5. Manner of Acting.

         (a) Except as otherwise provided in this Section, the act 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, unless a greater number is required by law, the
Articles of Incorporation or a Bylaw adopted by the shareholders.

         (b) A Director who is present at a meeting of the Board of Directors at
which action on any corporate matter is taken shall be presumed to have assented
to the action taken unless his contrary vote is recorded or his dissent is
otherwise entered in the minutes of the meeting or 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 of dissent shall not apply to a Director
who voted in favor of such action.

         (c) The vote of a majority of the number of Directors then in office
shall be required to adopt a resolution constituting an Executive Committee or
other committee of the Board of Directors. The vote of a majority of the
Directors then holding office shall be required to adopt, amend or repeal a
Bylaw or to adopt a resolution dissolving the Corporation without action by the
shareholders in circumstances authorized by law. Vacancies in the Board of
Directors may be filled as provided in Section 5 of Article III of these Bylaws.

         6. Informal Action by Directors. Action taken by the Directors or
members of a committee of the Board of Directors without a meeting is
nevertheless Board or committee action if written consent to the action in
question is signed by all of the Directors or members of the committee, as the
case may be, and filed with the minutes of the proceedings of the Board of
Directors or committee, whether done before or after the action so taken. Such
action will become effective when the last Director or committee member signs
the consent, unless the consent specifies a different date. Such consent will
have the same force and effect as a unanimous vote of the Board of Directors or
the committee, as the case may be.


                                       11
<PAGE>   16

         7. Attendance by Telephone. Any one or more Directors or members of a
committee may participate in a meeting of the Board of Directors or committee by
means of a conference telephone or similar communications device which allows
all persons participating in the meeting to hear each other simultaneously, and
such participation in the meeting shall be deemed presence in person at such
meeting.

                                   ARTICLE V
                                    OFFICERS

         1. Number. The officers of the Corporation shall consist of a Chairman,
a Chief Executive Officer, a President, a Secretary, a Treasurer and such Vice
Presidents, Assistant Secretaries, Assistant Treasurers and other officers as
the Board of Directors may from time to time appoint. Any two or more offices,
other than that of President and Secretary, may be held by the same person. In
no event, however, may an officer act in more than one capacity where action of
two or more officers is required.

         2. Appointment and Term. The officers of the Corporation shall be
appointed by the Board of Directors pursuant to the affirmative vote of at least
seventy-five percent (75%) of the Directors then in office. Such appointment may
be made at any regular or special meeting of the Board of Directors. Each
officer shall hold office until his death, resignation, retirement, removal,
disqualification, or his successor is appointed and qualifies.

         Note: The provisions of this Article V, Section 2 have been adopted by
         the shareholders of the Corporation and may not be amended except by
         the shareholders in accordance with the provisions of Article IX,
         Section 6(a) hereof.

         3. Removal. Any officer or agent appointed by the Board of Directors
may be removed by the Board with or without cause pursuant to the affirmative
vote of at least seventy-five percent (75%) of the Directors then in office; but
such removal shall be without prejudice to the contract rights, if any, of the
person so removed.

         Note: The provisions of this Article V, Section 3 have been adopted by
         the shareholders of the Corporation and may not be amended except by
         the shareholders in accordance with the provisions of Article IX,
         Section 6(a) hereof.

         4. Compensation. The compensation of all officers of the Corporation
shall be fixed by the Board of Directors.

         5. Chairman of the Board. The Chairman of the Board shall, subject to
the direction and control of the Board of Directors, provide strategic direction
to the Corporation.

         6. Chief Executive Officer. The Chief Executive Officer of the
Corporation shall, subject to the control of the Board of Directors, supervise
and control the policy and general management of the Corporation. The Chief
Executive Officer shall have authority to sign all documents, 



                                       12
<PAGE>   17

instruments and certificates permitted or authorized to be signed by the
President pursuant to these Bylaws or as directed by the Board of Directors.

         7. President. The President shall be the Chief Operating Officer of the
Corporation and, unless the Board of Directors has elected another, the Chief
Executive Officer of the Corporation. The President, subject to the control of
the Board of Directors, shall oversee the day to day operations of the
Corporation in accordance with these Bylaws. He shall, in the absence of the
Chairman of the Board of Directors and the Chief Executive Officer, preside at
all meetings of the Board of Directors and shareholders. He shall sign, with any
other proper officer, certificates for shares of the Corporation and any deeds,
mortgages, bonds, contracts, or other instruments which may be lawfully executed
on behalf of the Corporation, except where required or permitted by law to be
otherwise signed and executed and except where the signing and execution thereof
shall be delegated by the Board of Directors to some other officer or agent;
and, in general, he shall perform all duties incident to the office of President
and such other duties as may be prescribed by the Board of Directors from time
to time.

         8. Vice Presidents. The Vice Presidents, in the order of their
appointment, unless otherwise determined by the Board of Directors, shall, in
the absence or disability of the President, perform the duties and exercise the
powers of that office and shall have authority to sign, with any other proper
officer, certificates for shares of the Corporation and any deeds, mortgages,
bonds, contracts, or other instruments which may be lawfully executed on behalf
of the Corporation, except where required or permitted by law to be otherwise
signed and executed and except where the signing and execution thereof shall be
delegated by the Board of Directors to some other officer or agent. In addition,
they shall perform such other duties and have such other powers as the President
or the Board of Directors shall prescribe. The Board of Directors shall
designate one or more Vice Presidents to be responsible for Finance and may
designate one or more Vice Presidents to be responsible for certain other
functions.

         9. Secretary. The Secretary shall keep accurate records of the acts and
proceedings of all meetings of shareholders, Directors and committees. He shall
give all notices required by law and by these Bylaws. He shall have general
charge of the corporate books and records and of the corporate seal, and he
shall affix the corporate seal to any lawfully executed instrument requiring it.
He shall have general charge of the stock transfer books of the Corporation and
shall keep, at the registered or principal office of the Corporation, a record
of shareholders showing the name and address of each shareholder and the number
and class of the shares held by each. He shall deliver to the Secretary of State
of North Carolina for filing annual reports as required under the provisions
contained in Section 55-16-22 of the North Carolina Business Corporation Act or
any successor to such statute. He shall sign such instruments as may require his
signature, and, in general, attest the signature or certify the incumbency or
signature of any other officer of the Corporation and shall perform all duties
incident to the office of Secretary and such other duties as may be assigned him
from time to time by the President or by the Board of Directors.

         10. Treasurer. The Treasurer shall have custody of all funds and
securities belonging to the Corporation and shall receive, deposit or disburse
the same under the direction of the Board 



                                       13
<PAGE>   18

of Directors. He shall supervise the accounting affairs of the Corporation and
keep full and accurate accounts of the finances of the Corporation in books
especially provided for that purpose, which may be consolidated or combined
statements of the Corporation and one or more of its subsidiaries as
appropriate, that include a balance sheet as of the end of the fiscal year, an
income statement for that year, and a statement of cash flows for the year
unless that information appears elsewhere in the financial statements. If
financial statements are prepared for the Corporation on the basis of generally
accepted accounting principles, the annual financial statements must also be
prepared on that basis. Subject to any contrary requirement of the Securities
Exchange Act of 1934, as amended, and the rules and regulations thereunder, and
the rules and regulations of any stock exchange upon which the stock of the
Corporation is traded, the Corporation shall mail the annual financial
statements, or a written notice of their availability, to each shareholder
within one hundred eighty (180) days of the close of each fiscal year. The
Treasurer shall, in general, perform all duties incident to his office and such
other duties as may be assigned to him from time to time by the President or by
the Board of Directors.

         11. Assistant Secretaries and Treasurers. The Assistant Secretaries and
Assistant Treasurers shall, in the absence or disability of the Secretary or the
Treasurer, perform the respective duties and exercise the respective powers of
those offices, and they shall, in general, perform such other duties as shall be
assigned to them by the Secretary or the Treasurer, respectively, or by the
President or by the Board of Directors.

         12. Controller and Assistant Controllers. The Controller, if one has
been appointed, shall, under the supervision of the Treasurer, have charge of
the accounting affairs of the Corporation and shall have such other powers and
perform such other duties as the Board of Directors shall designate. Each
Assistant Controller shall have such powers and perform such duties as may be
assigned by the Board of Directors, and the Assistant Controllers shall exercise
the powers of the Controller during that officer's absence or inability to act.

         13. Bonds. The Board of Directors, by resolution, may require any or
all officers, agents and employees of the Corporation to give bond to the
Corporation, with sufficient sureties, conditioned on the faithful performance
of the duties of their respective offices or positions, and to comply with such
other conditions as may from time to time be required by the Board of Directors.

         14. Voting Upon Stock. Unless otherwise ordered by the Board of
Directors, the President shall have full power and authority on behalf of the
Corporation to attend, act and vote at meetings of the shareholders of any
Corporation in which this Corporation may hold stock, and at such meetings shall
possess and may exercise any and all rights and powers incident to the ownership
of such stock and which, as the owner, the Corporation might have possessed and
exercised if present. The Board of Directors may by resolution from time to time
confer such power and authority upon any other person or persons.


                                       14
<PAGE>   19

                                   ARTICLE VI
                          CONTRACTS, LOANS AND DEPOSITS

         1. Contracts. The Board of Directors may authorize any officer or
officers, or agent or agents, to enter into any contract or execute and deliver
any instrument on behalf of the Corporation, and such authority may be general
or confined to specific instances.

         2. Loans. No loans shall be contracted on behalf of the Corporation and
no evidence of indebtedness shall be issued in its name unless authorized by a
resolution of the Board of Directors. Such authority may be general or confined
to specific instances.

         3. Checks and Drafts. All checks, drafts or other orders for the
payment of money issued in the name of the Corporation shall be signed by such
officer or officers, or agent or agents, of the Corporation and in such manner
as shall from time to time be determined by resolution of the Board of
Directors.

         4. Deposits. All funds of the Corporation not otherwise employed shall
be deposited from time to time to the credit of the Corporation in such
depository or depositories as the Board of Directors shall direct.

                                  ARTICLE VII
                   CERTIFICATES FOR SHARES AND OTHER TRANSFER

         1. Certificates for Shares. Shares of the capital stock of the
Corporation shall be represented by certificates. Such certificates shall be in
such form as required by law and as determined by the Board of Directors and
such certificates shall be issued to every shareholder for the fully paid shares
owned by him. These certificates shall be signed by the President or any Vice
President or a person who has been designated as the Chief Executive Officer of
the Corporation and by the Vice President of Finance, the Secretary, Assistant
Secretary, Treasurer or Assistant Treasurer and may be sealed with the seal of
the Corporation or a facsimile thereof. The signatures of any such officers upon
a certificate may be facsimiles or may be engraved or printed. In case any
officer who has signed or whose facsimile or other signature has been placed
upon such certificate shall have ceased to be such officer before such
certificate is issued, it may be issued by the Corporation with the same effect
as if he were such officer at the date of its issue. The certificates shall be
consecutively numbered or otherwise identified; and the name and address of the
persons to whom they are issued, with the number of shares and date of issue,
shall be entered on the stock transfer books of the Corporation.

         2. Transfer of Shares. Transfer of shares shall be made on the stock
transfer books of the Corporation only upon surrender of the certificates for
the shares sought to be transferred by the record holder thereof or by his duly
authorized agent, transferee or legal representative. All certificates
surrendered for transfer shall be cancelled before new certificates for the
transferred shares shall be issued.


                                       15
<PAGE>   20

         3. Transfer Agent and Registrar. The Board of Directors may appoint one
or more transfer agents and one or more registrars of transfer and may require
all stock certificates to be signed or countersigned by the transfer agent and
registered by the registrar of transfers.

         4. Record Date.

         (a) For the purpose of determining shareholders entitled to notice of
or to vote at any meeting of shareholders or any adjournment thereof or entitled
to receive payment of any dividend or in order to make a determination of
shareholders for any other proper purpose, the Board of Directors may fix in
advance a date as the record date for any such determination of shareholders,
such date in any case not to be more than seventy (70) days before the meeting
or action requiring a determination of shareholders.

         (b) If no record date is fixed by the Board of Directors for the
determination of shareholders entitled to notice of or to vote at a meeting of
shareholders or of shareholders entitled to receive payment of a dividend, the
date on which notice of the meeting is mailed or the date on which the
resolution of the Board of Directors declaring such dividend is adopted, as the
case may be, shall be the record date for such determination of shareholders.

         (c) When a determination of shareholders entitled to vote at any
meeting of shareholders has been made as provided in this paragraph, such
determination shall apply to any adjournment thereof unless the Board of
Directors fixes a new record date, which it shall do if the meeting is adjourned
to a date more than one hundred twenty (120) days after the date fixed for the
original meeting.

         5. Lost Certificates. The Board of Directors may authorize the issuance
of a new share certificate in place of a certificate claimed to have been lost
or destroyed, upon receipt of an affidavit of such fact from the person claiming
the loss or destruction. When authorizing such issuance of a new certificate,
the Board of Directors may require the claimant to give the Corporation a bond
in such sum as it may direct to indemnify the Corporation against loss from any
claim with respect to the certificate claimed to have been lost or destroyed; or
the Board of Directors may, by resolution reciting that the circumstances
justify such action, authorize the issuance of the new certificate without
requiring such a bond.

         6. Holder of Record. Except as otherwise required by law, the
Corporation may treat the person in whose name the shares stand of record on its
books as the absolute owner of the shares and the person exclusively entitled to
receive notification and distributions, to vote and to otherwise exercise the
rights, powers and privileges of ownership of such shares. The Corporation shall
be entitled to recognize the exclusive right of a person registered on its books
as the owner of shares to receive dividends, and to vote as such owner, and to
hold liable for calls and assessments a person registered on its books as the
owner of shares, and shall not be bound to recognize any equitable or other
claim to or interest in such share or shares on the part of any 



                                       16
<PAGE>   21

other person, whether or not it shall have express or other notice thereof,
except as otherwise provided by the laws of North Carolina.

         7. Shares held by Nominees.

         (a) The Corporation shall recognize the beneficial owner of shares
registered in the name of a nominee as the owner and shareholder of such shares
for certain purposes if the nominee in whose name such shares are registered
files with the Secretary of the Corporation a written certificate in a form
prescribed by the Corporation, signed by the nominee and indicating the
following: (1) the name, address and taxpayer identification number of the
nominee; (2) the name, address and taxpayer identification number of the
beneficial owner; (3) the number and class or series of shares registered in the
name of the nominee as to which the beneficial owner shall be recognized as the
shareholder; and (4) the purposes for which the beneficial owner shall be
recognized as the shareholder.

         (b) The purposes for which the Corporation shall recognize a beneficial
owner as the shareholder may include the following: (1) receiving notice of,
voting at and otherwise participating in shareholders' meetings; (2) executing
consents with respect to the shares; (3) exercising dissenters' rights under
Article 13 of the North Carolina Business Corporation Act; (4) receiving
distributions and share dividends with respect to the shares; (5) exercising
inspection rights; (6) receiving reports, financial statements, proxy statements
and other communications from the Corporation; (7) making any demand upon the
Corporation required or permitted by law; and (8) exercising any other rights or
receiving any other benefits of a shareholder with respect to the shares.

         (c) The certificate shall be effective ten (10) business days after its
receipt by the Corporation and until it is changed by the nominee, unless the
certificate specifies a later effective time or an earlier termination date.

         (d) If the certificate affects less than all of the shares registered
in the name of the nominee, the Corporation may require the shares affected by
the certificate to be registered separately on the books of the Corporation and
be represented by a share certificate that bears a conspicuous legend stating
that there is a nominee certificate in effect with respect to the shares
represented by that share certificate.

         8. Acquisition by Corporation of its Own Shares. The Corporation may
acquire its own shares and shares so acquired shall constitute authorized but
unissued shares. Unless otherwise prohibited by the Articles of Incorporation,
the Corporation may reissue such shares. If reissue is prohibited, the Articles
of Incorporation shall be amended to reduce the number of authorized shares by
the number of shares so acquired. Such required amendment may be adopted by the
Board of Directors without shareholder action.

                                  ARTICLE VIII
                       INDEMNIFICATION AND REIMBURSEMENT



                                       17
<PAGE>   22

                           OF DIRECTORS AND OFFICERS

         1. Indemnification for Expenses and Liabilities.

         (a) Any person who at any time serves or has served: (1) as a director,
officer, employee or agent of the Corporation, (2) 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, or
other enterprise, or (3) at the request of the Corporation as a trustee or
administrator under an employee benefit plan, shall have a right to be
indemnified by the Corporation to the fullest extent from time to time permitted
by law against Liability and Expenses in any Proceeding (including without
limitation a Proceeding brought by or on behalf of the Corporation itself)
arising out of his status as such or activities in any of the foregoing
capacities or results from him being called as a witness at a time when he has
not been made a named defendant or respondent to any Proceeding.

         (b) The Board of Directors of the Corporation shall take all such
action as may be necessary and appropriate to authorize the Corporation to pay
the indemnification required by this provision, including, without limitation,
to the extent needed, making a good faith evaluation of the manner in which the
claimant for indemnity acted and of the reasonable amount of indemnity due him.

         (c) Any person who at any time serves or has served in any of the
aforesaid capacities for or on behalf of the Corporation shall be deemed to be
doing or to have done so in reliance upon, and as consideration for, the rights
provided for herein. Any repeal or modification of these indemnification
provisions shall not affect any rights or obligations existing at the time of
such repeal or modification. The rights provided for herein shall inure to the
benefit of the legal representatives of any such person and shall not be
exclusive of any other rights to which such person may be entitled apart from
this provision. 

         (d) The rights granted herein shall not be limited by the provisions 
contained in Sections 55-8-51 through 55-8-56 of the North Carolina Business 
Corporation Act or any successor to such statutes.

         2. Advance Payment of Expenses. The Corporation shall (upon receipt of
an undertaking by or on behalf of the Director, officer, employee or agent
involved to repay the Expenses described herein unless it shall ultimately be
determined that he is entitled to be indemnified by the Corporation against such
Expenses) pay Expenses incurred by such Director, officer, employee or agent in
defending a Proceeding or appearing as a witness at a time when he has not been
named as a defendant or a respondent with respect thereto in advance of the
final disposition of such Proceeding.

         3. Insurance. The Corporation shall have the power to purchase and
maintain insurance on behalf of any person who is or was a Director, officer,
employee or agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, partner, trustee, employee or agent of
another domestic or foreign corporation, partnership, joint venture, trust or


                                       18
<PAGE>   23

other enterprise or as a trustee or administrator under an employee benefit plan
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the Corporation
would have the power to indemnify him against such liability.

         4. Definitions. The following terms as used in this Article shall have
the following meanings. "Proceeding" means any threatened, pending or completed
action, suit, or proceeding and any appeal therein (and any inquiry or
investigation that could lead to such action, suit, or proceeding), whether
civil, criminal, administrative, investigative or arbitrative and whether formal
or informal. "Expenses" means expenses of every kind, including counsel fees.
"Liability" means the obligation to pay a judgment, settlement, penalty, fine
(including an excise tax assessed with respect to an employee benefit plan),
reasonable expenses incurred with respect to a Proceeding and all reasonable
expenses incurred in enforcing the indemnification rights provided herein.
"Director," "officer," "employee" and "agent" include the estate or personal
representative of a Director, officer, employee or agent. "Corporation" shall
include any domestic or foreign predecessor of this Corporation in a merger or
other transaction in which the predecessor's existence ceased upon consummation
of the transaction.

                                   ARTICLE IX
                               GENERAL PROVISIONS

         1. Distributions. The Board of Directors may from time to time declare,
and the Corporation may pay, distributions and share dividends on its
outstanding shares in the manner and upon the terms and conditions provided by
law and by its Articles of Incorporation.

         2. Seal. The corporate seal shall have the name of the Corporation
inscribed thereon and shall be in such form of as may be approved from time to
time by the Board of Directors. Such seal may be an impression or stamp and may
be used by the officers of the Corporation by causing it, or a facsimile
thereof, to be impressed or affixed or in any other manner reproduced. In
addition to any form of seal adopted by the Board of Directors, the officers of
the Corporation may use as the corporate seal a seal in the form of a circle
containing the name of the Corporation and the state of its incorporation (or an
abbreviation thereof) on the circumference and the word "Seal" in the center.

         3. Fiscal Year. The fiscal year of the Corporation shall be determined
by the Board of Directors.

         4. Effective Date of Notice. Except as provided in Section 5(a) of
Article II, written notice shall be effective at the earliest of the following:
(1) when received; (2) five days after its deposit in the United States mail, as
evidenced by the postmark, if mailed with postage thereon prepaid and correctly
addressed; (3) upon confirmation of receipt by answer back code, if sent by
facsimile transmission; (4) upon transmission, if sent by telegraph or teletype;
or (5) on the date shown on the return receipt, if sent by registered or
certified mail, return receipt requested and the receipt is signed by or on
behalf of the addressee.


                                       19
<PAGE>   24

         5. Corporate Records. Any records maintained by the Corporation in the
regular course of its business, including its stock ledger, books of account and
minute books, may be kept on or be in the form of punch cards, magnetic tape,
photographs, microphotographs or any other information storage device; provided
that the records so kept can be converted into clearly legible form within a
reasonable time. The Corporation shall so convert any records so kept upon the
request of any person entitled to inspect the same. The Corporation shall
maintain at its principal office the following records: (1) Articles of
Incorporation or Restated Articles of Incorporation and all amendments thereto;
(2) Bylaws or Restated Bylaws and all amendments thereto; (3) resolutions by the
Board of Directors creating classes or series of shares and affixing rights,
preferences or limitations to shares; (4) minutes of all shareholder meetings or
action taken without a meeting for the past three years; (5) all written
communications to shareholders for the past three years, including financial
statements; and (6) the Corporation's most recent annual report filed with the
North Carolina Secretary of State.

         6. Bylaw Amendments.

         (a) Except as otherwise provided herein, these Bylaws may be amended or
repealed and new Bylaws may be adopted by the affirmative vote of a majority of
the Directors present at any regular or special meeting of the Board of
Directors at which a quorum is present or by the shareholders at any regular or
special meeting of shareholders at which a quorum is present if the votes cast
favoring such action exceed the votes cast opposing such action. Notwithstanding
the foregoing, any provision hereof adopted, amended or repealed by the
shareholders may not be readopted, amended or repealed by the Directors, but
only by the affirmative vote of seventy-five percent (75%) of all eligible votes
present at a meeting of shareholders at which a quorum is present.

         Note: The provisions of this Article IX, Section 6(a) have been adopted
         by the shareholders of the Corporation and may not be amended except by
         the shareholders in accordance with this provision.

         (b) The Board of Directors shall have no power to adopt a Bylaw: (1)
changing the statutory requirement for a quorum of Directors or action by
Directors or changing the statutory requirement for a quorum of shareholders or
action by shareholders; (2) providing for the management of the Corporation
otherwise than by the Board of Directors or the committees thereof; (3) except
as may be otherwise provided in Article III, Section 2 of these Bylaws,
increasing or decreasing the fixed number for the size of the Board of Directors
or range of Directors, or changing from a fixed number to a range, or vice
versa; or (4) classifying and staggering the election of Directors.

         (c) No Bylaw adopted, amended or repealed by the shareholders may be
readopted, amended or repealed by the Board of Directors, except to the extent
that the Articles of Incorporation or a Bylaw adopted by the shareholders
authorizes the Board of Directors to adopt, amend or repeal that particular
Bylaw or the Bylaws generally.


                                       20
<PAGE>   25

         7. Amendments to Articles of Incorporation.

         (a) To the extent permitted by law, the Board of Directors may amend
the Articles of Incorporation without shareholder approval to (1) delete the
initial directors' names and addresses; (2) change the initial registered agent
or office in any state in which it is qualified to do business, provided such
change is on file with the respective Secretary of State; (3) change each issued
and unissued share of an outstanding class into a greater number of whole
shares, provided that class is the Corporation's only outstanding share class;
(4) change the corporate name by substituting "corporation," "incorporated,"
"company," "limited" or the abbreviations therefor for a similar word or
abbreviation or by adding, deleting or changing a geographic designation in the
name; (5) make any other change expressly permitted by the North Carolina
Business Corporation Act to be made without shareholder action.

         (b) All other amendments to the Articles of Incorporation must be
approved by the affirmative vote of seventy-five percent (75%) of the votes
present at a meeting of shareholders at which a quorum is present, in accordance
with Article XII of the Corporation's Articles of Incorporation unless the
provisions of North Carolina law otherwise apply in the circumstances specified
in Article XII. The notice of any such meeting must state that the purpose, or
one of the purposes, of the meeting is to consider the proposed amendment, and
the notice must be accompanied by a copy or summary of the amendment or
amendments. The Board of Directors must recommend any amendment to the Articles
to be considered by shareholders as set forth in, and subject to the terms of,
North Carolina General Statutes ss.55-10- 03(a).

         Note: The provisions of this Article IX, Section 7(b) are contained in
         the Articles of Incorporation. These Bylaw provisions have been adopted
         by the by the shareholders and may not be amended except by the
         shareholders of the Corporation in accordance with the provisions of
         Article IX, Section 6(a) hereof.

         8. Stockholder Protection Statutes. The Corporation elects not to be
subject to Article 9 or Article 9A of Chapter 55 of the North Carolina General
Statutes known, respectively, as the "Shareholder Protection Act" and the
"Control Share Acquisition Act", as such Articles may be amended from time to
time.


The foregoing Bylaws were adopted by the Board of Directors at a meeting held on
October 30, 1995 and were amended at a joint meeting of the shareholders and
Board of Directors held on December 4, 1995 and at a meeting of the shareholders
held on September 25, 1996.




                                     ------------------------------------------
                                          Fred B. Davenport, Jr., Secretary



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