AMENDED AND RESTATED BYLAWS

                                      OF

                              RUDDICK CORPORATION











  
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                               TABLE OF CONTENTS

                                                                          Page

                                   ARTICLE I

      Definitions............................................................1
      Section 1.  Definitions................................................1
      Section 2.  Cross-Reference to the Act.................................1

ARTICLE II

      Offices................................................................2
      Section 1.  Principal Office...........................................2
      Section 2.  Other Offices..............................................2
      Section 3.  Registered Office..........................................2

ARTICLE III

      Shareholders...........................................................2
      Section 1.   Annual Meeting............................................2
      Section 2.   Substitute Annual Meeting.................................2
      Section 3.   Special Meetings..........................................2
      Section 4.   Place of Meeting..........................................2
      Section 5.   Notice of Meeting.........................................3
      Section 6.   Fixing of Record Date.....................................3
      Section 7.   Shareholders List.........................................4
      Section 8.   Quorum....................................................4
      Section 9.   Proxies...................................................4
      Section 10.  Voting of Shares..........................................5
      Section 11.  Voting for Directors......................................5
      Section 12.  Notice of Shareholder Business and Nominees for Election
                   as Directors .............................................5
      Section 13.  Conduct of Meetings.......................................6
      Section 14.  Inapplicability of the North Carolina Control Share
                   Acquisition Act...........................................7

ARTICLE IV

      Board of Directors.....................................................7
      Section 1.  General Powers.............................................7
      Section 2.  Number, Term, Qualification, and Removal...................7
      Section 3.  Vacancies..................................................8
      Section 4.  Compensation...............................................8
      Section 5.  Executive Committee........................................8

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      Section 6.  Other Committees...........................................8

ARTICLE V

      Meetings of Directors..................................................9
      Section 1.   Regular Meetings..........................................9
      Section 2.   Special Meetings..........................................9
      Section 3.   Notice....................................................9
      Section 4.   Waiver of Notice.........................................10
      Section 5.   Quorum...................................................10
      Section 6.   Manner of Acting.........................................10
      Section 7.   Presumption of Assent....................................10
      Section 8.   Conduct of Meetings......................................10
      Section 9.   Action Without a Meeting.................................11
      Section 10.  Participation Other Than in Person.......................11

ARTICLE VI

      Officers..............................................................11
      Section 1.   Officers of the Corporation..............................11
      Section 2.   Appointment and Term.....................................12
      Section 3.   Compensation.............................................12
      Section 4.   Resignation and Removal of Officers......................12
      Section 5.   Contract Rights of Officers..............................12
      Section 6.   Bonds....................................................12
      Section 7.   Chairman of the Board....................................12
      Section 8.   President................................................12
      Section 9.   Vice Presidents..........................................13
      Section 10.  Secretary................................................13
      Section 11.  Treasurer................................................13
      Section 12.  Assistant Vice Presidents, Secretaries and Treasurers....13

ARTICLE VII

      Contracts, Loans, Checks and Deposits.................................14
      Section 1.  Contracts.................................................14
      Section 2.  Loans.....................................................14
      Section 3.  Checks and Drafts.........................................14
      Section 4.  Deposits..................................................14

ARTICLE VIII

      Shares and Their Transfer.............................................14
      Section 1.  Shares....................................................14

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      Section 2.  Stock Transfer Books and Transfer of Shares...............15
      Section 3.  Lost Certificates.........................................15
      Section 4.  Holder of Record..........................................15
      Section 5.  Transfer Agent and Registrar; Regulations.................15

ARTICLE IX

      Indemnification.......................................................16
      Section 1.  General...................................................16
      Section 2.  Determination Requirement.................................16
      Section 3.  Expenses..................................................16
      Section 4.  Constituent Corporations..................................16

ARTICLE X

      General Provisions....................................................17
      Section 1.  Fiscal Year...............................................17
      Section 2.  Distributions.............................................17
      Section 3.  Seal......................................................17
      Section 4.  Amendments................................................17


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                                    ARTICLE I

                                   Definitions

Section 1.  Definitions.  In these Bylaws, unless otherwise specifically 
            provided:
           

(a)   "Act" shall mean the North Carolina Business Corporation Act, as contained
      in Chapter 55 of the North Carolina General Statutes, as the same now
      exists or may hereafter be amended.

(b)   "Articles of Incorporation" means the Articles of Incorporation of the
      Corporation, as amended and restated from time to time, including any
      Articles of Merger and any amendments or statements of classification
      adopted in connection with the Corporation's authorized preferred stock.

(c)   "Common Stock" means the common stock of the Corporation.

(d)   "Corporation" shall mean Ruddick Corporation, a North Carolina
      corporation, and any successor thereto.

(e)   "Preference Stock" means the Non-cumulative, Voting $.56 Convertible
      Preference Stock of the Corporation.

(f)   "Principal office" means the office (in or out of the State of North
      Carolina) so designated in the Corporation's annual report filed pursuant
      to the Act where the principal executive offices of the Corporation are
      located.

(g)   "Shares" means the Common Stock, the Preference Stock and other units into
      which the proprietary interests in the Corporation are divided.

(h)   "Shareholder" means the person in whose name shares are registered in the
      records of the Corporation or the beneficial owner of shares to the extent
      of the rights granted by a nominee certificate on file with the
      Corporation.

(i)   "Voting group" means all shares of one or more classes or series that
      under the Articles of Incorporation or the Act are entitled to vote and be
      counted together collectively on a matter at a meeting of shareholders.
      All shares entitled by the Articles of Incorporation or the Act to vote
      generally on a matter are for that purpose a single voting group.



                                  
      Section 2. Cross-Reference to the Act. If any term used in these Bylaws
and not otherwise defined herein is defined for purposes of the Act, such
definition shall apply for purposes of these Bylaws, unless the context shall
otherwise clearly require.


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                                  ARTICLE II

                                    OFFICES

      Section 1. Principal Office. The principal office of the Corporation shall
be located in the City of Charlotte, County of Mecklenburg, State of North
Carolina, or such other place as the Board of Directors may determine from time
to time.

      Section 2. 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 from time to time.

      Section 3. Registered Office. The registered office of the Corporation
required by the Act to be maintained in the State of North Carolina may be, but
need not be, identical with the principal office of the Corporation, and the
address of the registered office may be changed from time to time as provided in
the Act.

                                  ARTICLE III

                                 SHAREHOLDERS

      Section 1. Annual Meeting. The annual meeting of the shareholders shall be
held on the first Thursday in February of each year at 11:00 a.m. for the
purpose of electing directors and for the transaction of such other business as
may come before the meeting. If the day fixed for the annual meeting shall be a
legal holiday in the State of North Carolina, such meeting shall be held on the
next succeeding business day.

      Section 2. Substitute Annual Meeting. If the annual meeting shall not be
held within the period designated by these Bylaws, a substitute annual meeting
may be called in accordance with the provisions of Section 3 of this Article
III. A meeting so called shall be designated and treated for all purposes as the
annual meeting.

      Section 3. Special Meetings. Special meetings of the shareholders, for any
purpose or purposes, unless otherwise prescribed by the Act, may be called by
the Chairman of the Board or the President of the Corporation, or by the
Secretary acting under instructions of the Chairman of the Board or the
President, or by the Board of Directors.

      Section 4. Place of Meeting. The Board of Directors or the Chairman of the
Board or the President of the Corporation, or the Secretary acting under
instructions of the Chairman of the Board or the President, may designate any
place, either within or without the State of North Carolina, as the place of
meeting for any annual meeting of shareholders or for any special meeting of
shareholders called by the Board of Directors, the Chairman of the Board, the
President or the Secretary. If no designation is made, or if a special meeting
of shareholders is

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otherwise called, the place of meeting shall be the principal office of the
Corporation in the State of North Carolina.

      Section 5. Notice of Meeting. Written or printed notice stating the date,
time and place of the meeting shall be delivered not less than 10 nor more than
60 days before the date of the meeting, either personally or by mail, by or at
the direction of the Chairman of the Board or the President or the Secretary, or
the other person calling the meeting, to each shareholder of record entitled to
vote at such meeting. If mailed, such notice shall be deemed to be effective
when deposited in the United States mail, with postage thereon prepaid and
correctly addressed to the shareholder at such shareholder's address as shown in
the Corporation's current record of shareholders.

      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
shareholders is expressly required by the provisions of the Act. In the case of
a special meeting, the notice of meeting shall state the purpose or purposes for
which the meeting is called.

      If a meeting is adjourned to a date more than 120 days after the date
fixed for the original meeting, or if a new record date is fixed for the
adjourned meeting, or if the new date, time or place for an adjourned meeting is
not announced at the meeting before adjournment, notice of the adjourned meeting
shall be given as in the case of an original meeting. Otherwise, it is not
necessary to give any notice of the adjourned meeting other than by announcement
at the meeting at which the adjournment is taken.

      Section 6. Fixing of Record Date. For the purpose of determining
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment thereof, or shareholders entitled to receive payment of any
dividend or other distribution, or in order to make a determination of
shareholders for any other proper purpose, the Board of Directors may fix in
advance a date for any such determination of shareholders, such date in any case
to be not more than 70 days and, in case of a meeting of shareholders, not less
than 10 days prior to the date on which the particular action, requiring such
determination of shareholders, is to be taken. If no record date is fixed for
the determination of shareholders entitled to notice of or to vote at a meeting
of shareholders, or for determination of the shareholders entitled to receive
payment of a dividend or other distribution, the close of business on the day
before the first notice is delivered to shareholders or the date on which the
resolution of the Board of Directors declaring or authorizing such dividend or
distribution is adopted, as the case may be, shall be the record date for such
determination. When a determination of shareholders entitled to vote at any
meeting of shareholders has been made as provided in this section, such
determination shall apply to any adjournment thereof unless the Board of
Directors fixes a new record date, which it must do if the meeting is adjourned
to a date more than 120 days after the date fixed for the original meeting.


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      Section 7. Shareholders List. After the record date for a meeting of
shareholders is fixed or determined, the officer or agent having charge of the
stock transfer books for shares of the Corporation shall prepare an alphabetical
list of the names of all shareholders of the Corporation who are entitled to
notice of such shareholders meeting. The list will be arranged by voting group
(and within each voting group by class or series of shares) and show the address
of and number of shares held by each shareholder. Such shareholders list will be
available for inspection by any shareholder, beginning two business days after
notice of the meeting is given for which the list was prepared and continuing
through the meeting, at the Corporation's principal office or at a place
identified in the meeting notice in the city where the meeting will be held. A
shareholder, or a shareholder's agent or attorney, is entitled on written demand
to inspect and, subject to compliance with the applicable provisions of the Act,
to copy the list, during regular business hours and at the shareholder's
expense, during the period it is available for inspection. Such list shall also
be available at the meeting of shareholders, and any shareholder, or such
shareholder's agent or attorney, is entitled to inspect the list at any time
during the meeting or any adjournment thereof.

      Section 8. Quorum. A majority of the votes entitled to be cast on a
particular matter by a voting group constitutes a quorum of that voting group
for action on that matter, unless the Articles of Incorporation or the Act
provides otherwise. Shares entitled to vote as a separate voting group may take
action on a matter at a meeting of shareholders only if a quorum of those shares
exists with respect to that matter, except that, 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.

      Once a share is represented for any purpose at a meeting, it is deemed
present for quorum purposes for the remainder of the meeting and for any
adjournment of that meeting unless a new record date is or must be set for that
adjourned meeting.

      Section 9. Proxies. A shareholder may vote his or her shares in person or
by proxy. A shareholder may appoint a proxy to vote or otherwise act for the
shareholder by signing an appointment form, either personally or by such
shareholder's attorney-in-fact. A telegram, telex, facsimile or other form of
wire or wireless communication appearing to have been transmitted by a
shareholder, or a photocopy or equivalent reproduction of a writing appointing
one or more proxies, shall be deemed a valid appointment form within the meaning
of these Bylaws.

      An appointment of a proxy is effective when received by the Secretary or
other officer or agent authorized to tabulate votes. An appointment is valid for
11 months unless a different period is expressly provided in the appointment
form. An appointment of a proxy is revocable by the shareholder unless the
appointment form conspicuously states that it is irrevocable and the appointment
is coupled with an interest, which may include any such interest specified in
the Act.



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      Section 10. Voting of Shares. Each outstanding share of Common Stock and
Preference Stock is entitled to one vote on each matter voted on at a
shareholders meeting. Other shares, if any, are entitled to vote only as
provided in the Articles of Incorporation or the Act. If a quorum exists, action
on a matter (other than election of directors) by a voting group is approved if
the votes cast within the voting group favoring the action exceed the votes cast
opposing the action, unless the Articles of Incorporation or the Act requires a
greater number of affirmative votes. Classes or series of shares shall not be
entitled to vote separately by voting group unless expressly required by the
Articles of Incorporation or as otherwise provided by the Act.

      Section 11. Voting for Directors. The directors of the Corporation shall
be elected by a plurality of the votes cast by the shares entitled to vote in
the election at a meeting at which a quorum is present, unless otherwise
provided in the Articles of Incorporation or in an agreement valid under the
Act. The shareholders do not have a right to cumulate their votes for directors.

      Section 12. Notice of Shareholder Business and Nominees for Election as
Directors. In addition to the requirements of any applicable securities laws
with respect to any proposal presented by a shareholder for action at a meeting
of the shareholders of the Corporation, any shareholder desiring to introduce
any new business before any meeting, annual or special, of the shareholders of
the Corporation shall be required to deliver timely notice to the Secretary of
the Corporation, in writing, containing the following information: the
shareholder's name and address; number of shares of each class of capital stock
owned by the shareholder; a description of the business to be introduced to the
shareholders; and any material interest, direct or indirect, that the
shareholder may have in the business described in the notice.

      Any shareholder desiring to nominate a person for election as a director
of the Corporation shall be required to deliver timely notice to the Secretary
of the Corporation, in writing, containing such information as set forth in the
immediately preceding paragraph and such additional information concerning the
nominee for election as a director of the Corporation as is disclosed in the
proxy materials concerning all persons nominated by the Board of Directors for
election as a director of the Corporation.

      With respect to an annual meeting of shareholders, to be timely, notice
must be delivered to the Secretary of the Corporation not later than the 45th
day prior to the first anniversary of the date the Corporation first mailed its
proxy materials for the preceding year's annual meeting of shareholders;
provided, however, that in the event that the date of the annual meeting of
shareholders is more than 30 days before the first anniversary date of the prior
years annual meeting of shareholders, to be timely, notice must be delivered not
later than the 10th day following the day on which public announcement of the
date of such meeting is first made by the Corporation. With respect to a special
meeting of shareholders, to be timely, notice must be delivered to the Secretary
of the Corporation not later than the 10th day following the day on which public
announcement of the date of such meeting is first made by the Corporation.

      In no event shall the public announcement of an adjournment of a
shareholder meeting commence a new time period for the giving of a shareholder's
notice as described above. For

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purposes of this section, "public announcement" shall mean disclosure in a press
release reported on a national news service or in a document publicly filed by
the Corporation with the Securities and Exchange Commission pursuant to Section
13, 14 or 15(d) of the Securities Exchange Act of 1934, as amended.

      Failure of any shareholder to provide timely notice as set forth herein
shall authorize the presiding officer at the meeting of shareholders before
which such business is to be introduced or at which such nominee is to be
considered for election as a director to rule such proposal or nomination out of
order and not to be introduced or considered.

      Section 13. Conduct of Meetings. The Chairman of the Board shall preside
at each meeting of shareholders or, in the absence or at the request of the
Chairman of the Board, the President shall preside. At the request of the
Chairman of the Board or the President, in both their absences, such other
officer as the Board of Directors shall designate shall preside at any such
meeting. In the absence of a presiding officer determined in accordance with the
preceding sentence, any person may be designated to preside at a shareholders
meeting by a plurality vote of the shares represented and entitled to vote at
the meeting. The Secretary or, in the absence or at the request of the
Secretary, any person designated by the person presiding at a shareholders
meeting shall act as secretary of such meeting.

      So far as applicable, and unless otherwise determined by the presiding
officer, the order of business at each meeting of the shareholders shall be as
follows:

      1. Call to order.

      2. Proof of due notice of meeting or waiver thereof.

      3. Call of roll or other method of ascertaining the amount of stock
         entitled to voting rights that is represented in person or by proxy.

      4. Declaration of presence or absence of a quorum.

      5. Presentation and approval or other disposition of any unapproved
         minutes.

      6. Reports of officers.

      7. Election of directors.

      8. Unfinished business.

      9. New business.

      10. Adjournment.


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Any item of business not included in the foregoing order of business may be
taken up at such time during the meeting as may be determined by the officer
presiding at the meeting.

      Section 14. Inapplicability of the North Carolina Control Share
Acquisition Act. The provisions of the North Carolina Control Share Acquisition
Act, being Article 9A of Chapter 55 of the North Carolina Business Corporation
Act, shall not be applicable to the Corporation.

                                  ARTICLE IV

                              BOARD OF DIRECTORS

      Section 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 under the direction of, its Board of Directors, except as otherwise
provided in the Articles of Incorporation or permitted under the Act.

      Section 2. Number, Term, Qualification, and Removal. The Board shall
consist of not less than nine nor more than thirteen members and the number of
members shall be fixed and determined from time to time by resolution of the
shareholders at any meeting thereof. The Directors shall be divided into three
classes, as nearly equal in number as possible, with respect to the time for
which they shall severally hold office. Directors of one of the classes first
elected shall hold office until the first annual meeting of shareholders
following their election; Directors of another of the classes first elected
shall hold office until the second annual meeting of shareholders following
their election; and Directors of the remaining class first elected shall hold
office until the third annual meeting of shareholders following their election.
At each annual meeting of the shareholders after the meeting at which the three
classes are first elected, the successors of the Directors of the class the
terms of which shall expire at the meeting shall be elected to hold office until
the third annual meeting of shareholders following their election, so that the
term of one class of Directors shall expire at each annual meeting of
shareholders.

      Each Director shall hold office until his death, resignation, retirement,
removal, disqualification, or his successor is elected and qualified.

      If the size of the Board is increased, the Directors elected by the
shareholders in the year of increase shall be elected to serve until the first,
second, or third annual meeting thereafter so that the three classes shall
remain as nearly equal as possible.

      Directors need not be residents of the State of North Carolina or
shareholders of the Corporation.

      Directors may be removed from office only for cause and only by a vote of
shareholders holding a majority of the shares entitled to vote at an election of
directors. However, unless the entire board is removed, an individual director
may not be removed when the number of shares voting against the proposal for
removal would be sufficient to elect a director if such shares could

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be voted cumulatively at an annual election. If any or all directors are so
removed, new directors may be elected at the same meeting.

      Section 3. Vacancies. Except in those instances where the Articles of
Incorporation or the Act provides otherwise, the Board of Directors may fill a
vacancy on the Board of Directors. The term of a director elected to fill a
vacancy expires at the next shareholders' meeting at which directors are
elected.

      Section 4. Compensation. The Board of Directors may provide for the
compensation of directors for their services as such and may provide for the
payment or reimbursement of any or all expenses reasonably incurred by them in
attending meetings of the Board or of any committee of the Board or in the
performance of their other duties as directors. Nothing herein contained,
however, shall prevent any director from serving the Corporation in any other
capacity or receiving compensation therefor.

      Section 5. Executive Committee. The Board of Directors, by resolution
adopted by a majority of the number of directors fixed in the manner provided in
Section 2 of this Article IV, may designate 3 or more directors who shall
constitute the Executive Committee of the Corporation. The Executive Committee,
between meetings of the Board of Directors and subject to such limitations as
may be required by law or imposed by resolution of the Board of Directors, shall
have and may exercise all of the authority of the Board of Directors in the
management of the Corporation. The designation of the Executive 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 such director by law.

      Meetings of the Executive Committee may be held at any time on call of the
President or its Chairman or any two members of the Committee. A majority of the
members shall constitute a quorum at all meetings. The Executive Committee shall
keep minutes of its proceedings and shall report its actions to the next
succeeding meeting of the Board of Directors.

      Section 6. Other Committees. The Board of Directors may create one or more
additional committees and appoint members of the Board of Directors to serve on
them. Each committee must have two or more members, who serve at the pleasure of
the Board of Directors. The creation of a committee and appointment of members
of the Board of Directors to it must be approved by the greater of a majority of
all of the directors in office when the action is taken or the number of
directors required by the Articles of Incorporation for the taking of action by
the Board of Directors. The provisions of the Act and these Bylaws that govern
meetings, action without meetings, notice and waiver of notice, and quorum and
voting requirements of the Board of Directors, shall apply to committees and
their members as well. To the extent specified by the Board of Directors or in
the Articles of Incorporation, each committee may exercise the authority of the
Board of Directors, except as to the matters which the Act specifically excepts
from the authority of such committees. Nothing contained in this Section shall
preclude the Board of Directors from establishing and appointing any committee,
whether of directors or otherwise, not having or exercising the authority of the
Board of Directors.

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                                   ARTICLE V

                             MEETINGS OF DIRECTORS

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

      Section 2. Special Meetings. Special meetings of the Board of Directors
may be held at any date, time and place upon the call of the Chairman of the
Board or the President or of the Secretary acting under instructions from the
Chairman of the Board or the President, or upon the call of any 3 directors.
Special meetings may be held at any date, time and place and without special
notice by unanimous consent of the directors.

      Section 3. Notice. The person or persons calling a special meeting of the
Board of Directors shall, at least 2 days before the meeting, give notice
thereof by any usual means of communication. Such notice may be communicated,
without limitation, in person; by telephone, telegraph, teletype or other form
of wire or wireless communication, or by facsimile transmission; or by mail or
private carrier. Written notice of a directors meeting is effective at the
earliest of the following:

      (a)   When received;

      (b)   Upon its deposit in the United States mail, as evidenced by the
            postmark, if mailed with postage thereon prepaid and correctly
            addressed;

      (c)   If by facsimile, by acknowledgment of the facsimile;

      (d)   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; or

      (e)   On the date shown on the confirmation of delivery issued by a
            private carrier, if sent by private carrier to the address of the
            director last known to the Corporation.

Oral notice is effective when actually communicated to the director. Notice of
an adjourned meeting of directors need not be given if the time and place are
fixed at the meeting adjourning and if the period of adjournment does not exceed
10 days in any one adjournment. The notice of any meeting of directors need not
describe the purpose of the meeting unless otherwise required by the Act or the
Articles of Incorporation.


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      Section 4. Waiver of Notice. A director may waive any notice required by
the Act, the Articles of Incorporation or these Bylaws before or after the date
and time stated in the notice. The waiver must be in writing, signed by the
director entitled to the notice, and filed with the minutes or corporate
records, except that, notwithstanding the foregoing requirement of written
notice, a director's attendance at or participation in a meeting waives any
required notice to the director of the meeting unless the director at the
beginning of the meeting (or promptly upon the director's arrival) expressly
objects to holding the meeting or transacting business at the meeting and does
not thereafter vote for or assent to action taken at the meeting.

      Section 5. Quorum. A majority of the number of directors prescribed
pursuant to Section 2 of Article IV, or if no number is prescribed, the number
of directors in office immediately before the meeting begins, shall constitute a
quorum for the transaction of business at any meeting of the Board of Directors,
but if less than such majority is present at a meeting, a majority of directors
present may adjourn the meeting from time to time without further notice.

      Section 6. Manner of Acting. The act of the majority of the directors
present at a meeting at which a quorum is present shall be the act of the Board
of Directors, except as otherwise provided by the Act. Notwithstanding the
foregoing, the vote of a majority of all of the directors in office when the
action is taken shall be required for the creation of a committee and the
appointment of members of the Board of Directors to it.

      Section 7. Presumption of Assent. A director of the Corporation who is
present at a meeting of the Board of Directors or a committee of the Board of
Directors when corporate action is taken shall be deemed to have assented to the
action taken unless (i) the director expressly objects at the beginning of the
meeting (or promptly upon the director's arrival) to holding it or transacting
business at the meeting, (ii) the director's contrary vote is recorded or such
director's dissent or abstention from the action shall be entered in the minutes
of the meeting or (iii) the director shall file written notice of dissent or
abstention to such action with the presiding officer of the meeting before the
adjournment thereof or shall forward such dissent by registered mail to the
Secretary of the Corporation immediately after adjournment of the meeting. Such
right of dissent or abstention shall not apply to a director who voted in favor
of the action taken.

      Section 8. Conduct of Meetings. The Chairman of the Board shall preside at
all meetings of the Board of Directors; provided, however, that in the absence
or at the request of the Chairman of the Board, or if there shall not be a
person holding such office, the person selected to preside at a meeting of
directors by a vote of a majority of the directors present shall preside at such
meeting. The Secretary, or in the absence or at the request of the Secretary,
any person designated by the person presiding at a meeting of the Board of
Directors, shall act as secretary of such meeting.

      So far as applicable, and unless otherwise determined by the person
presiding at such meeting, the order of business at each meeting of the Board of
Directors shall be as follows:

     1. Call to order.

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      2. Proof of notice of meeting or waiver thereof.

      3. Determination of presence or absence of a quorum.

      4. Presentation and approval or other disposition of any unapproved
         minutes.

      5. Reports of officers.

      6. Unfinished business.

      7. New business.

      8. Adjournment.

Any item of business not included in the foregoing order of business may be
taken up at such time during the meeting as the directors may determine.

      Section 9. Action Without a Meeting. Any action required or permitted to
be taken at a Board of Directors meeting may be taken without a meeting if the
action is taken by all members of the Board. The action must be evidenced by one
or more written consents signed by each director before or after such action,
describing the action taken, which consent or consents shall be included in the
minutes or filed with the corporate records. Action taken as provided in this
Section is effective when the last director signs the consent, unless the
consent specifies a different effective date. A consent signed pursuant to this
Section has the effect of a meeting vote and may be described as such in any
document.

      Section 10. Participation Other Than in Person. The Board of Directors may
permit any or all directors to participate in a regular or special meeting by,
or conduct the meeting through the use of, any means of communication by which
all directors participating may simultaneously hear each other during the
meeting. A director participating in a meeting by this means is deemed to be
present in person at such meeting.

                                  ARTICLE VI

                                   OFFICERS

      Section 1. Officers of the Corporation. The officers of the Corporation
may include a Chairman of the Board, a President, one or more Vice Presidents, a
Secretary, a Treasurer, and such other officers, assistant officers and agents
as may be appointed from time to time by or under the authority of the Board of
Directors. The same individual may simultaneously hold more than one office in
the Corporation, but no individual may act in more than one capacity where
action of two or more officers is required. The title of any officer may include
any additional designation descriptive of such officer's duties as the Board of
Directors may prescribe.


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      Section 2. Appointment and Term. The officers of the Corporation shall be
appointed by the Board of Directors or by a duly appointed officer authorized by
the Board of Directors to appoint one or more officers or assistant officers;
provided, however, that no officer may be authorized to appoint the Chairman of
the Board, or the President. Each officer shall hold office until his or her
death, resignation, retirement, removal or disqualification or until such
officer's successor is elected and qualified.

      Section 3. Compensation. The compensation of all officers of the
Corporation shall be fixed by or under the authority of the Board of Directors.
No officer shall be prevented from receiving such salary by reason of the fact
that such officer is also a director.

      Section 4. Resignation and Removal of Officers. An officer may resign at
any time by communicating such officer's resignation to the Corporation. A
resignation is effective when it is communicated unless it specifies in writing
a later effective date. If a resignation is made effective at a later date and
the Corporation accepts the future effective date, the Board of Directors may
fill the pending vacancy before the effective date if the Board of Directors
provides that the successor does not take office until the effective date. The
Board of Directors, by the affirmative vote of a majority of its members, may
remove the Chairman of the Board, or the President whenever in its judgment the
best interests of the Corporation would be served thereby. In addition, the
Board of Directors or an officer authorized by the Board of Directors may remove
any other officer at any time with or without cause.

      Section 5. Contract Rights of Officers. The appointment of an officer does
not itself create contract rights. An officer's removal does not itself affect
the officer's contract rights, if any, with the Corporation, and an officer's
resignation does not itself affect the Corporation's contract rights, if any,
with the officer.

      Section 6. Bonds. The Board of Directors may by resolution require any
officer, agent or employee of the Corporation to give bond to the Corporation,
with sufficient sureties, conditioned on the faithful performance of the duties
of the applicable office or position, and to comply with such other conditions
as may from time to time be required by the Board of Directors.

      Section 7. Chairman of the Board. The Board of Directors may appoint from
among its members an officer designated as the Chairman of the Board, but the
appointment of a Chairman of the Board shall not be required. If a Chairman of
the Board shall be appointed, then the Chairman of the Board shall, when
present, preside at meetings of the shareholders and of the Board of Directors.
In general the Chairman of the Board shall perform all duties incident to the
position of chairman of the board and shall have such other duties and authority
as may be prescribed by the Board of Directors or these Bylaws from time to
time.

      Section 8. President. The Board of Directors may appoint a President, who
shall be the principal executive officer of the Corporation and, subject to the
control of the Board of Directors, shall in general supervise and control all of
the business and affairs of the Corporation. In

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addition, in the absence of the Chairman of the Board or in the event of the
Chairman's death or inability or refusal to act, the President shall perform the
duties and exercise the powers of that office. The Board of Directors shall, if
it deems such action necessary or desirable, designate the officer of the
Corporation who is to perform the duties of President in the event of such
officer's absence or inability to act. In general the President shall perform
the duties incident to the office of the president or as may be prescribed by
the Board of Directors or these Bylaws from time to time.

      Section 9. Vice Presidents. In the absence of the President or in the
event of the President's death, inability or refusal to act, the Vice
Presidents, in the order of their length of service as such, unless otherwise
determined by the Board of Directors, shall have the authority and perform the
duties of the President. In addition, each Vice President shall perform such
other duties and shall have such other powers as are normally incident to the
office of vice president or as shall be prescribed by the President, the Board
of Directors or these Bylaws from time to time.

      Section 10. Secretary. The Secretary shall: (a) keep the minutes of
meetings of the shareholders and of the Board of Directors in one or more books
provided for that purpose; (b) have the responsibility and authority to maintain
and authenticate the records of the Corporation; (c) see that all notices are
duly given in accordance with the provisions of these Bylaws or as required by
law; (d) be custodian of the corporate records and of the seal of the
Corporation and see that the seal of the Corporation is affixed to all documents
the execution of which on behalf of the Corporation under its seal is duly
authorized; (e) keep a register of the post office address of each shareholder
which shall be furnished to the Secretary by such shareholder; (f) sign with the
Chairman of the Board or President certificates for shares of the Corporation,
the issuance of which shall have been authorized by resolution of the Board of
Directors; (g) have general charge of the stock transfer books of the
Corporation; and (h) in general perform all duties incident to the office of the
Secretary and such other duties as from time to time may be assigned to the
Secretary by the President, the Board of Directors or these Bylaws from time to
time.

      Section 11. Treasurer. The Treasurer shall: (a) have charge and custody of
all funds and securities of the Corporation; receive and give receipts for
moneys due and payable to the Corporation from any source whatsoever, and
deposit all such moneys in the name of the Corporation in such banks, trust
companies or other depositaries as shall be selected in accordance with the
provisions of Section 4 of Article VII; and (b) in general perform all of the
duties incident to the office of Treasurer and such other duties as from time to
time may be assigned to the Treasurer by the President, the Board of Directors
or these Bylaws from time to time.

      Section 12. Assistant Vice Presidents, Secretaries and Treasurers. The
Assistant Vice Presidents, Assistant Secretaries and Assistant Treasurers, if
any, shall, in the event of the death or inability or refusal to act of any Vice
Presidents, the Secretary or the Treasurer, respectively, have all the powers
and perform all of the duties of those offices, and they shall, in general,
perform such duties as shall be assigned to them by any Vice President, the
Secretary or the Treasurer, respectively, or by the President of the Corporation
or the Board of Directors. The

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Assistant Secretaries, when authorized by the Board of Directors, may sign
documents with the Chairman of the Board or the President or any Vice President.

                                  ARTICLE VII

                     CONTRACTS, LOANS, CHECKS AND DEPOSITS

      Section 1. Contracts. The Board of Directors may authorize any officer or
officers, agent or agents, to enter into any contract or execute and deliver any
instruments in the name of and on behalf of the Corporation, and such authority
may be general or confined to specific instances. The Chairman of the Board and
the President and any Vice President shall have the authority to execute deeds,
mortgages, bonds, contracts or other instruments in the name of and on behalf of
the Corporation, except in those cases where execution has been delegated
expressly by the Board of Directors to some other officer or agent of the
Corporation. Any resolution of the Board of Directors authorizing the execution
of any contract or other document by the proper officers of the Corporation or
by the officers of the Corporation generally and not specifying particular
officers shall be deemed to authorize such execution by the Chairman of the
Board, the President or any Vice President, or by any other officer if such
execution is within the scope of the duties of such other officer.

      Section 2. Loans. No loans shall be contracted on behalf of the
Corporation and no evidences 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.

      Section 3. Checks and Drafts. All checks, drafts or other orders for the
payment of money and notes or other evidences of indebtedness issued in the name
of the Corporation shall be signed by such officer or officers, 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.

      Section 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
banks, trust companies or other depositaries as may be selected by or under the
authority of the Board of Directors.

                                 ARTICLE VIII

                           SHARES AND THEIR TRANSFER

      Section 1. Shares. Shares of the Corporation may but need not be
represented by certificates. When shares are represented by certificates, the
Corporation shall issue such certificates in such form as shall be required by
the Act and as determined by the Board of Directors to every shareholder for the
fully paid shares owned by such shareholder. Each certificate shall be signed
by, or shall bear the facsimile signature of, the Chairman of the Board or the
President and the Secretary or an Assistant Secretary of the Corporation and may
bear the corporate seal of the Corporation or its facsimile. All certificates
for the Corporation's shares

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<PAGE>



shall be consecutively numbered or otherwise identified. The name and address of
the person to whom the shares represented by a certificate are issued, with the
number of shares and date of issue, shall be entered on the stock transfer books
of the Corporation. Such information may be stored or retained on discs, tapes,
cards or any other approved storage device relating to data processing
equipment; provided, however, that such device shall be capable of reproducing
all information contained therein in legible and understandable form, for
inspection by shareholders or for any other corporate purpose.

      When shares are not represented by certificates, then within a reasonable
time after the issuance or transfer of such shares, the Corporation shall send
the shareholder to whom such shares have been issued or transferred a written
statement of the information required by the Act to be on certificates.

      Section 2. Stock Transfer Books and Transfer of Shares. The Corporation or
its agent shall keep a book or set of books to be known as the stock transfer
books of the Corporation, containing the name of each shareholder of record,
together with such shareholder's address and the number and class or series of
shares held by such shareholder. Transfer of shares of the Corporation
represented by certificates 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 holder of record thereof or by such holder's duly authorized
agent, transferee or legal representative, who shall furnish proper evidence of
authority to transfer. All certificates surrendered for transfer shall be
canceled before new certificates for the transferred shares shall be issued.

      Section 3. Lost Certificates. The Board of Directors or an officer so
authorized by the Board may authorize the issuance of a new certificate in place
of a certificate claimed to have been lost, destroyed or mutilated, upon receipt
of an affidavit of such fact from the persons claiming the loss or destruction
and any other documentation satisfactory to the Board of Directors or such
officer. At the discretion of the party reviewing such claim, any such claimant
may be required 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.

      Section 4. Holder of Record. Except as otherwise required by the Act, 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.

      Section 5. Transfer Agent and Registrar; Regulations. The Corporation may,
if and whenever the Board of Directors so determines, maintain in the State of
North Carolina or any other state of the United States, one or more transfer
offices or agencies and also one or more registry offices, which offices and
agencies may establish rules and regulations for the issue, transfer and
registration of certificates. No certificates for shares of stock of the
Corporation in respect of which a Transfer Agent and Registrar shall have been
designed shall be valid unless countersigned by such Transfer Agent and
registered by such Registrar. The Board may also

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make such additional rules and regulations as it may deem expedient concerning
the issue, transfer and registration of certificates.

                                  ARTICLE IX

                                INDEMNIFICATION

      Section 1. General. In addition to the indemnification provided in
Sections 55-8-50 to 55-8-56 of the General Statutes of North Carolina, the
Corporation shall indemnify its directors, officers, employees or agents against
liability and expenses, including reasonable attorneys' fees, arising out of
their status as such or their activities in any of the foregoing capacities;
provided, however, that the Corporation shall not indemnify a person against
liability or expenses he or she may incur on account of his or her activities
which were at the time taken known or believed by him or her to be clearly in
conflict with the best interests of the Corporation. The Corporation shall
likewise and to the same extent indemnify any person who, at the request of the
Corporation, is or was serving as a director, officer, partner, trustee,
employee or agent of another foreign or domestic corporation, partnership, joint
venture, trust or other enterprise or as a trustee or administrator under an
employee benefit plan. The Corporation shall also indemnify any such person for
reasonable costs, expenses, and attorneys' fees in connection with the
enforcement of rights to indemnification granted herein, if it is determined, by
judicial decision or by agreement of the parties, that such person is entitled
to indemnification hereunder.

      Section 2. Determination Requirement. Any indemnification under Section 1
of this Article IX shall be paid by the Corporation in any specific case only
after a determination that the person did not act in a manner, at the time the
activities were taken, known or believed by him or her to be clearly in conflict
with the best interests of the Corporation. Such determination shall be made (a)
by the Board of Directors by a majority vote of a quorum consisting of directors
who were not parties to such action, suit or proceeding, or (b) if such quorum
is not obtainable, or, even if obtainable, a quorum of disinterested directors
so directs, by independent legal counsel in a written opinion, or (c) by the
vote of a majority of all of the voting shares other than those owned or
controlled by the adversely interested directors, or by a unanimous vote of all
of the voting shares, or (d) by a court of competent jurisdiction.

      Section 3. Expenses. Expenses incurred by a director or officer in
defending a civil or criminal action, suit or proceeding may be paid by the
Corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of the director or
officer to repay such amount unless it shall ultimately be determined that he or
she is entitled to be indemnified against such expenses by the Corporation.

      Section 4. Constituent Corporations. For purposes of this Article IX,
references to "the Corporation" include all constituent corporations absorbed in
a consolidation or merger as well as the resulting or surviving corporation so
that any person who is or was a director or officer of such a corporation or is
or was serving at the request of such constituent corporation as a director or
officer of another corporation, partnership, joint venture, trust or other
enterprise shall stand

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in the same position under the provisions of this Article IX with respect to the
resulting or surviving corporation as he or she would if he or she had served
the resulting or surviving corporation in the same capacity.

                                   ARTICLE X

                              GENERAL PROVISIONS

      Section 1. Fiscal Year. The fiscal year of the Corporation shall begin on
the Monday nearest to October 1 and shall end on the Sunday nearest to September
30 in each year.

      Section 2. Distributions. The Board of Directors may from time to time
authorize, and the Corporation may pay or distribute, dividends or other
distributions on its outstanding shares in such manner and upon such terms and
conditions as are permitted by the Articles of Incorporation or the Act.

      Section 3. Seal. The Board of Directors shall provide a corporate seal
which shall be circular in form and shall have inscribed thereon the name of the
Corporation and the word "Seal".

      Section 4. Amendments. Except as hereinafter otherwise provided, these
Bylaws may be amended or repealed and new Bylaws may be adopted by the
affirmative vote of a majority of the Directors then holding office at any
regular or special meeting of the Board of Directors.

      The Board of Directors shall have no power to adopt a bylaw:

      (a)   requiring more than a majority of the voting shares for a quorum at
            a meeting of shareholders or more than a majority of the votes cast
            to constitute action by the shareholders, except where higher
            percentages are required by law;

      (b)   providing for the management of the Corporation otherwise than by
            the Board of Directors or its Executive Committee; or

      (c) increasing or decreasing the number of Directors.

No bylaw adopted or amended by the shareholders may be altered or repealed by
the Board of Directors. The affirmative vote of two-thirds of the total number
of voting shares outstanding shall be required to amend, alter, change, or
repeal Section 2 of Article IV or this Section 4 of Article X of these Bylaws.

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