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                                                                    Exhibit 3(c)


                                     BYLAWS
                                       OF
                              RUSSELL CORPORATION
                             AN ALABAMA CORPORATION








                                                   Composite Bylaws as adopted
                                                   on April 28, 1982 and as
                                                   amended through March 15,
                                                   1989.


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                              TABLE OF CONTENTS



ARTICLE I          OFFICES

ARTICLE II         SHAREHOLDERS

Section 2.1        Annual Meetings
Section 2.2        Special Meetings
Section 2.3        Place of Meetings
Section 2.4        Notice of Meetings
Section 2.5        Closing of Transfer Books
                    or Fixing of Record Date
Section 2.6        Voting Record
Section 2.7        Proxies
Section 2.8        Quorum
Section 2.9        Voting of Shares
Section 2.10       Voting of Shares by Certain
                    Holders

ARTICLE III        BOARD OF DIRECTORS

Section 3.1        General Powers
Section 3.2        Number, Election, Terms and Qualifications
Section 3.3        Vacancies and Newly Created Directorships
Section 3.4        Meetings
Section 3.5        Meeting by Telephone
Section 3.6        Quorum
Section 3.7        Acts of the Board
Section 3.8        Presumption of Assent
Section 3.9        Action Without a Meeting
Section 3.10       Committees of Directors
Section 3.11       Compensation

ARTICLE IV         WAIVER OF NOTICE



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ARTICLE V          OFFICERS

Section 5.1        Positions
Section 5.2        Election and Term of Office
Section 5.3        Vacancies
Section 5.4        Removal
Section 5.5        Chairman of the Board
Section 5.6        President
Section 5.7        Vice-Presidents
Section 5.8        Secretary
Section 5.9        Treasurer
Section 5.10       Assistant Secretaries and
                    Assistant Treasurers
Section 5.11       Salaries

ARTICLE VI         CERTIFICATES REPRESENTING SHARES

Section 6.1        Certificates Representing Shares
Section 6.2        Legends on Certificates
Section 6.3        Transfer of Shares
Section 6.4        Lost, Stolen, Destroyed, or
                    Mutilated Certificates

ARTICLE VII        INDEMNIFICATION OF DIRECTORS, OFFICERS
                    AND EMPLOYEES

ARTICLE VIII       GENERAL

Section 8.1        Fiscal Year
Section 8.2        Dividends
Section 8.3        Checks
Section 8.4        Corporate Seal

ARTICLE IX         AMENDMENT OF BYLAWS



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                                   BYLAWS
                                     OF
                             RUSSELL CORPORATION


Article 1. OFFICES

         The principal office of the corporation shall be located in Alexander
City, Alabama. The corporation may have such other offices, within and without
the State of Alabama, as the board of directors may determine or as the
business of the corporation may require.

         The registered office of the corporation, required by the Alabama
Business Corporation Act to be maintained in the State of Alabama, may but
need not be the same as its principal office in the State of Alabama. The
address of the registered office may be changed from time to time by the board
of directors.

Article ll. SHAREHOLDERS

         Section 2.1 ANNUAL MEETINGS. The annual meeting of the shareholders
shall be held on the fourth Wednesday of April in each year, or on such other
day within such month as shall be fixed by the board of directors, 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 Alabama, such meeting shall be held on the
next succeeding business day not a legal holiday. If the election of directors
shall not be held on the day designated herein for the annual meeting of the
shareholders, or at any adjournment thereof, the board of directors shall
cause the election to be held at a special meeting of the shareholders as soon
thereafter as may be conveniently held.

         Section 2.2 SPECIAL MEETINGS. Special meetings of the shareholders may
be called by the board of directors, the chairman of the board, the president
or the holders of not less than one-tenth of all shares of the corporation
entitled to vote at the meeting.

         Section 2.3 PLACE OF MEETINGS. Annual and special meetings of the
shareholders shall be held at the principal office of the corporation in the
State of Alabama, or at such other place, within or without the State of
Alabama, as may be designated by the board of directors and stated in the
notice of the meeting.

         Section 2.4 NOTICE OF MEETINGS. Written notice of shareholder
meetings, stating the place, day and hour of the meeting and, in case of a
special meeting, the purpose or purposes for which the meeting is called,
shall, unless otherwise prescribed by statute, be delivered not less than ten
nor more than fifty days before the date of the meeting, either personally or
by mail, by or at the direction of the chairman of the board, the president,
the secretary, or the officer or other persons calling the meeting, to each
shareholder of record entitled to vote at such meeting. 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 stock
transfer books of the corporation, with postage thereon prepaid.
Notwithstanding the provisions of this section, the stock or bonded
indebtedness of the corporation shall not be increased at a meeting unless
notice of such meeting shall have been given as may be required by section 234
of the Constitution of Alabama as the same may be amended from time to time.

         Section 2.5 CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. For
the purpose of determining shareholders entitled to notice of or to vote at
any meeting of shareholders, or shareholders entitled to receive payment of
any dividend, or in order to make a deter-


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mination of shareholders for any other proper purpose, the board of directors
of the corporation may provide that the stock transfer books shall be closed
for a stated period but not to exceed fifty days. If the stock transfer books
shall be closed for the purpose of determining shareholders entitled to notice
of or to vote at a meeting of shareholders, such books shall be closed for at
least ten days immediately preceding such meeting. In lieu of closing the
stock transfer books, the board of directors may fix in advance a date as the
record date for any such determination of shareholders, such date to be not
more than fifty days and, in case of a meeting of shareholders, not less than
ten days prior to the date on which the particular action, requiring such
determination of shareholders, is to be taken. If the stock transfer books are
not closed and no record date is fixed for the determination of shareholders
entitled to notice of or to vote at a meeting of shareholders, or 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. 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 except where the determination has been made through the closing of
the stock transfer books and the stated period of closing has expired.

         Section 2.6 VOTING RECORD. The officer or agent having charge of the
stock transfer books for shares of the corporation shall make, at least ten
days before each meeting of shareholders, a complete list of the shareholders
entitled to vote at such meeting, arranged in alphabetical order with the
address of and the number of shares held by each. Such list shall be kept on
file at the principal office of the corporation for a period of ten days prior
to such meeting of shareholders, and shall be subject to inspection by any
shareholder making written request therefor at any time during usual business
hours. Such list shall also be produced and kept open at the time and place of
the meeting and shall be subject to the inspection of any shareholder during
the whole time of the meeting. The original stock transfer books shall be prima
facie evidence as to who are the shareholders entitled to examine such list or
transfer books or to vote at any meeting of shareholders.

         Section 2.7 PROXIES. At all meetings of shareholders, a shareholder
may vote in person or by proxy executed in writing by the shareholder or by
his duly authorized attorney-in-fact. Such proxy shall be filed with the
secretary of the corporation before or at the time of the meeting. No proxy
shall be valid after eleven months from the date of its execution, unless
otherwise provided in the proxy.

         Section 2.8 QUORUM. Unless otherwise provided in the articles of
incorporation, a majority of the shares of the corporation entitled to vote,
represented in person or by proxy, shall constitute a quorum at a meeting of
shareholders. If a quorum is not present at a meeting, a majority of the
shares so represented may adjourn the meeting from time to time without
further notice, other than announcement at the meeting. At such adjourned
meeting at which a quorum shall be present, any business may be transacted
which might have been transacted at the meeting as originally noticed. The
shareholders present at a duly organized meeting may continue to transact
business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.

         Section 2.9 VOTING OF SHARES. Subject to the provisions of the next
sentence of this Section 2.9, each outstanding share entitled to vote shall be
entitled to one vote upon each matter submitted to a vote at a meeting of
shareholders. At each election for directors every shareholder entitled to vote
at such election shall have the right to vote, in person or by proxy, the
number of shares owned by him for as many persons as there are directors to be
elected and for whose election he has a right to vote, OR, if cumulative voting
is authorized by the articles of incorporation, to cumulate his votes by
giving one candidate as many votes as the number of such directors multiplied
by the number of his shares


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shall equal, or by distributing such votes on the same principle among any
number of such candidates. If a quorum is present, the affirmative vote of the
majority of the shares represented at the meeting and entitled to vote on the
subject matter shall be the act of the shareholders, unless the vote of a
greater number or voting by classes is required by the Constitution of Alabama,
the Alabama Business Corporation Act, the articles of incorporation or bylaws.

         Section 2.10 VOTING OF SHARES BY CERTAIN HOLDERS. Shares standing in
the name of another corporation, domestic or foreign, may be voted by such
officer, agent or proxy as the bylaws of such other corporation may prescribe,
or, in the absence of such provision, as the board of directors of such other
corporation may determine.

         Shares held by an administrator, executor, guardian or conservator may
be voted by him, either in person or by proxy, without a transfer of such
shares into his name. Shares standing in the name of a trustee may be voted by
him, either in person or by proxy, but no trustee shall be entitled to vote
shares held by him without a transfer of such shares into his name and no
corporate trustee shall be entitled to vote in the election of directors
shares held by it solely in a fiduciary capacity if such shares are shares
issued by the corporate trustee itself.

         Shares standing in the name of a receiver may be voted by such
receiver, and shares held by or under the control of a receiver may be voted
by such receiver without the transfer thereof into his name if authority to do
so is contained in an appropriate order of the court by which such receiver
was appointed.

         A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee,
and thereafter the pledgee shall be entitled to vote the shares so
transferred.

         Neither treasury shares of its own stock held by the corporation, nor
shares held by another corporation if a majority of the shares entitled to
vote for the election of directors of such other corporation is held by the
corporation, shall be voted at any meeting or counted in determining the total
number of outstanding shares at any given time.

ARTICLE III. BOARD OF DIRECTORS

         Section 3.1 GENERAL POWERS. The business and affairs of the
corporation shall be managed by its board of directors.

         Section 3.2 NUMBER, ELECTION, TERMS AND QUALIFICATIONS. Except as
otherwise fixed by or pursuant to the provisions of Article 4 of the
corporation's Restated Articles of Incorporation relating to the rights of the
holders of any series of Preferred Stock to elect additional directors under
specified circumstances, the Board of Directors of the corporation shall
consist of not less than nine nor more than fifteen persons. The exact number
of directors within the minimum and maximum limitations specified in the
preceding sentence shall be fixed from time to time by the Board of Directors
pursuant to a resolution adopted by a majority of the entire Board of
Directors. The directors shall be divided into three classes, as nearly equal
in number as possible. At the Annual Meeting of the Shareholders to be held on
April 27, 1988, directors shall be elected for each class with the term of
office of the first class of directors to expire at the Annual Meeting of
Shareholders of the corporation to be held in 1989, the term of office of the
second class of directors to expire at the Annual Meeting of Shareholders of
the corporation to be held in 1990, and the term of office of the third class
of directors to expire at the Annual Meeting of Shareholders of the corporation
to be held in 1991. At each Annual Meeting of Shareholders of the corporation
following such initial classification and election, and except as otherwise so
fixed by or pursuant to the provisions of Article 4 of the corporation's
Restated Articles of Incorpora-


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tion relating to the rights of the holders of any series of Preferred Stock to
elect additional directors under specified circumstances and except as provided
in Section 3.3 hereof in the case of electing a successor to a director elected
by the Board of Directors to fill a vacancy occurring in the membership of the
Board of Directors, directors elected to succeed those directors whose terms
expire at such annual meeting shall be elected for a term of office to expire
at the third succeeding annual meeting of shareholders of the corporation after
their election. Any director whose term of office has expired shall continue to
hold office until his successor shall be elected and qualify.  Directors need
not be shareholders of the corporation or residents of the State of Alabama.

         Section 3.3 VACANCIES AND NEWLY CREATED DIRECTORSHIPS. Subject to the
rights of the holders of any series of Preferred Stock then outstanding, any
vacancy occurring in the Board of Directors may be filled by the affirmative
vote of a majority of the remaining directors though less than a quorum of the
Board of Directors. A director so elected to fill a vacancy shall be elected to
serve until the next annual meeting of shareholders, at which time a director
shall be elected to fill the unexpired portion of the term of office of the
director whose successor was elected by the remaining directors. Any
directorship to be filled by reason of an increase in the number of directors
shall be filled by election at an annual meeting of shareholders or at a
special meeting of shareholders called for that purpose, unless applicable law
then permits such directorship to be filled by the affirmative vote of a
majority of the remaining directors (even though less than a quorum of the
Board of Directors). No decrease in the number of directors constituting the
Board of Directors shall shorten the term of any incumbent director.

         Section 3.4 MEETINGS. Meetings of the board of directors, regular or
special, may be held either within or without the State of Alabama. A regular
meeting of the board of directors shall be held without notice immediately
after, and at the same place as, the annual meeting of shareholders. Other
regular meetings may be held upon such notice and at such time and place as
shall be determined by the board. Special meetings of the board of directors
may be called by the chairman of the board, the president, or the secretary at
the request of two directors, on one day written notice to each director,
delivered personally or mailed to each director at his business address or by
telegram. If mailed, such notice shall be deemed to be delivered when deposited
in the United States mail, so addressed, with postage thereon prepaid. If by
telegram, such notice shall be deemed to be delivered when the telegram is
delivered to the telegraph company. Neither the business to be transacted at,
nor the purpose of, any regular or special meeting of the board of directors
need be specified in the notice of such meeting.

         Section 3.5 MEETING BY TELEPHONE. Members of the board of directors or
any committee designated thereby may participate in a meeting of such board or
committee by means of a conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other at the same time and participation by such means shall constitute
presence in person at a meeting.

         Section 3.6 QUORUM. A majority of the whole number of directors of the
board shall constitute a quorum for the transaction of business at any meeting
of the board of directors. If less than a majority is present at a meeting, a
majority of the directors present may adjourn the meeting from time to time
without further notice. If a quorum is present when the meeting is convened,
the directors present may continue to do business, taking action by a vote of a
majority of a quorum, until adjournment, notwithstanding the withdrawal of
enough directors to leave less than a quorum present or the refusal of any
director present to vote.

         Section 3.7 ACTS OF THE BOARD. 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.





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         Section 3.8 PRESUMPTION OF ASSENT. A director of the corporation 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 dissent shall be 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 to dissent shall not apply to
a director who voted in favor of such action.

         Section 3.9 ACTION WITHOUT A MEETING. Any action required or permitted
to be taken by the board of directors or a committee thereof at a meeting may
be taken without a meeting if a consent in writing, setting forth the action so
taken, shall be signed by all of the directors or all of the members of the
committee, as the case may be.

         Section 3.10 COMMITTEES OF DIRECTORS. The board of directors, by
resolution passed by a majority of the whole board of directors, may designate
one or more committees, each committee to consist of one or more of the
directors of the corporation. Each such committee, to the extent provided in
the resolution of the board of directors, shall have and may exercise all the
powers and authority of the board of directors, except that no such committee
shall have the authority of the board in reference to declaring a dividend or
distribution from capital stock, issuing capital stock, amending the articles
of incorporation, adopting a plan of merger or consolidation, recommending to
the shareholders the sale, lease, mortgage, exchange or other disposition of
all or substantially all of the property and assets of the corporation other
than in the usual and regular course of business, recommending to the
shareholders a voluntary dissolution of the corporation or a revocation of a
dissolution, filling vacancies in the board of directors, or amending the
bylaws of the corporation. Such committee or committees shall have such name or
names as may be determined from time to time by resolution adopted by the board
of directors. Each committee shall keep regular minutes of its meetings and
report the same to the board of directors when required.

         Section 3.11 COMPENSATION. By resolution of the board of directors,
each director may be paid his expenses, if any, of attendance at each meeting
of the board of directors, and may be paid a stated salary as director or a
fixed sum for attendance at each meeting of the board of directors or both. No
such payment shall preclude any director from serving the corporation in any
other capacity and receiving compensation therefor.

Article IV. WAIVER OF NOTICE

         Whenever any notice is required to be given to any shareholder or
director of the corporation under the provisions of the Constitution of
Alabama, the Alabama Business Corporation Act, the articles of incorporation,
or these bylaws, a waiver thereof in writing signed by the person or persons
entitled to such notice, whether before or after the time stated therein, shall
be deemed equivalent to the giving of such notice. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the board
of directors or shareholders need be specified in the waiver of notice. The
attendance of a director or a shareholder at a meeting shall constitute a
waiver of notice of such meeting, except where a director or shareholder
attends a meeting for the express purpose of objecting to the transaction of
any business because the meeting is not lawfully called or convened.

Article V. OFFICERS

         Section 5.1 POSITIONS. The officers of the corporation shall be
elected by the board of directors and shall consist of a chairman of the board,
a president, a secretary, and such





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other officers and assistant officers as may be deemed necessary by the board
of directors. Any two or more offices may be held by the same person.

         Section 5.2 ELECTION AND TERM OF OFFICE. The officers of the
corporation shall be elected annually by the board of directors at the first
meeting of the board of directors held after each annual meeting of the
shareholders. If the election of officers shall not be held at such meeting,
such election shall be held as soon thereafter as may be convenient. Each
officer shall hold office until his successor shall have been elected and shall
have qualified or until his death or he shall resign or shall have been removed
in the manner hereinafter provided.

         Section 5.3 VACANCIES. A vacancy in any office may be filled by the
board of directors.

         Section 5.4 REMOVAL. Any officer or agent may be removed by the board
of directors whenever in its judgment the best interests of the corporation
will be served thereby, but such removal shall be without prejudice to the
contract rights, if any, of the person so removed. Election or appointment of
an officer or agent shall not of itself create contract rights.

         Section 5.5 CHAIRMAN OF THE BOARD. The chairman of the board shall
perform such duties as may be prescribed by the board of directors and shall,
when present, preside at all meetings of the shareholders and of the board of
directors. In the absence of the president, he shall perform the duties of the
president. he may sign certificates for shares of the corporation and deeds,
mortgages, bonds, contracts, or other instruments on behalf of the corporation,
except where required by law to be otherwise signed and executed and except
where the signing and execution thereof shall be expressly delegated by the
board of directors to some other officer or agent of the corporation.

         Section 5.6 PRESIDENT. The president shall be the chief executive
officer of the corporation and shall, subject to the direction of the board of
directors, supervise and control the business and affairs of the corporation.
In the absence of the chairman of the board or in the event of his death or
inability to act, the president shall perform the duties of the chairman of the
board, and when so acting, shall have all the powers of and be subject to all
the restrictions upon the chairman of the board. The president may sign
certificates for shares of the corporation and deeds, mortgages, bonds,
contracts or other instruments on behalf of the corporation except where
required by law to be otherwise signed and executed and except where the
signing and execution thereof shall be expressly delegated by the board of
directors to some other officer or agent of the corporation. In general, he
shall perform all duties incident to the office of president and chief
executive officer and such other duties as may be prescribed by the board of
directors.

         Section 5.7 VICE PRESIDENTS. The vice-president (or in the event there
be more than one vice-president, the vice-presidents) shall perform such duties
as from time to time may be assigned to such persons by the president or the
board of directors. Any vice-president may sign certificates for shares of the
corporation.

         Section 5.8 SECRETARY. The secretary shall keep the minutes of the
proceedings of the shareholders and of the board of directors in one or more
books provided for that purpose; see that all notices are duly given in
accordance with the provisions of these bylaws or as required by law; be
custodian of the corporate records and of the seal of the corporation; 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; keep a register
of the post office address of each shareholder which shall be furnished to the
secretary by such shareholder; sign with the chairman of the board, the
president, any vice-president, or the treasurer certificates for shares of the
corporation, the issuance of which shall have been authorized by resolution of
the board of directors; have general charge of the stock





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transfer books of the corporation; and in general perform all duties incident
to the office of secretary and such other duties as from time to time may be
assigned to him by the president or the board of directors.

         Section 5.9 TREASURER. The treasurer shall have charge and custody of
and be responsible for 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 may be designated by the board
of directors, and 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 him
by the president or the board of directors. The treasurer may sign certificates
for shares of the corporation. If required by the board of directors, the
treasurer shall give a bond for the faithful discharge of his duties in such
sum and with such surety or sureties as the board of directors shall determine.

         Section 5.10 ASSISTANT SECRETARIES AND ASSISTANT TREASURERS. The
assistant secretary, or if there shall be more than one, the assistant
secretaries in the order determined by the board of directors, shall, in the
absence or disability of the secretary, perform the duties and exercise the
powers of the secretary. The assistant treasurer, or, if there shall be more
than one, the assistant treasurers in the order determined by the board of
directors, shall, in the absence or disability of the treasurer, perform the
duties and exercise the powers of the treasurer. The assistant secretaries and
assistant treasurers shall all perform such other duties as shall be assigned
to them by the secretary and treasurer, respectively, or by the president or
the board of directors.

         Section 5.11 SALARIES. The salaries of the officers shall be fixed
from time to time by the board of directors, and no officer shall be prevented
from receiving such salary by reason of the fact that he is also a director of
the corporation.

Article VI. CERTIFICATES REPRESENTING SHARES

         Section 6.1 CERTIFICATES REPRESENTING SHARES. Certificates
representing shares of the corporation shall be in such form as shall be
determined by the board of directors. Such certificates shall be signed by the
chairman of the board, the president any vice president, or the treasurer, and
by the secretary, an assistant secretary, or an assistant treasurer, and sealed
with the corporate seal or a facsimile thereof. The signatures of such officers
upon a certificate may be facsimiles if the certificate is manually signed on
behalf of a transfer agent or a registrar, other than the corporation itself or
one of its employees. Each certificate for shares shall be consecutively
numbered or otherwise identified. The name and address of the person to whom
the shares represented thereby are issued, with the number and class of shares
and date of issue, shall be entered on the stock transfer books of the
corporation. All certificates surrendered to the corporation for transfer shall
be cancelled and no new certificate shall be issued until the former
certificate for a like number of shares shall have been surrendered and
cancelled, except that in case of a lost, destroyed or mutilated certificate a
new one may be issued therefor upon such terms and indemnity to the corporation
as the board of directors may prescribe.

         Section 6.2 LEGENDS ON CERTIFICATES. Any written restriction on the
transfer of shares of the corporation must be noted conspicuously on the
certificate representing such shares. In addition, if the corporation is
authorized to issue shares of more than one class, there shall be set forth
upon the face or back of every certificate, or every certificate shall have a
statement that the corporation will furnish to any shareholder upon request and
without charge, a full statement of the designations, preferences,
limitations, and relative rights of the shares of each class authorized to be
issued, and if the corporation is authorized to issue any preferred or special
class in series, the variations in the relative rights and





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preferences between the shares of each such series so far as the same have been
fixed and determined and the authority of the board of directors to fix and
determine the relative rights and preferences of subsequent series.

         Section 6.3 TRANSFER OF SHARES. Transfer of shares of the corporation
shall be made only on the stock transfer books of the corporation by the holder
of record thereof or by his legal representative, who shall furnish proper
evidence of authority to transfer, or by his attorney thereunto authorized by
power of attorney duly executed and filed with the secretary of the
corporation, and on surrender for cancellation of the certificate for such
shares. The person in whose name shares stand on the books of the corporation
shall be deemed by the corporation to be the owner thereof for all purposes.

         Section 6.4 LOST, STOLEN, DESTROYED, OR MUTILATED CERTIFICATES. The
board of directors may direct a new certificate to be issued in place of any
certificate theretofore issued by the corporation alleged to have been lost or
destroyed. When authorizing such issue of a new certificate, the board of
directors, in its discretion and as a condition precedent to the issuance
thereof, may prescribe such terms and conditions as it deems expedient, and may
require such indemnities as it deems adequate, to protect the corporation from
any claim that may be made against it with respect to any such certificate
alleged to have been lost or destroyed.

Article VII. INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES

         Section 7.1 The corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending, or
completed claim, action, suit or proceeding, whether civil, criminal,
administrative or investigative, including appeals, (other than an action by or
in the right of the corporation) by reason of the fact that he 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, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
claim, action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
claim, action, suit or proceeding by judgment, order, settlement, conviction,
or upon a plea of NOLO CONTENDERE or its equivalent, shall not, of itself,
create a presumption that the person did not act in good faith and in a manner
which he reasonably believed to be in or not opposed to the best interests of
the corporation, and with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

         Section 7.2 The corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed claim, action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that he 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, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees) actually and reasonably incurred
by him in connection with the defense of settlement of such action or suit if
he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue, or matter as to
which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the corporation unless and only to
the extent that the court in which such action or suit was brought shall
determine upon application that, despite





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<PAGE>   12

the adjudication of liability but in view of all circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which such court shall deem proper.

         Section 7.3 To the extent that a director, officer, employee or agent
of the corporation has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in sections 7.1 and 7.2, or in
defense or any claim, issue or matter therein, he shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection therewith, notwithstanding that he has not been successful on any
other claim, issue or matter in any such action, suit or proceeding.

         Section 7.4 Any indemnification under sections 7.1 and 7.2 (unless
ordered by a court) shall be made by the corporation only as authorized in the
specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met
the applicable standard of conduct set forth in sections 7.1 and 7.2. 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, or who have been
wholly successful on the merits or otherwise with respect to, such claim,
action, suit or proceeding, or (b) if such a 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 shareholders.

         Section 7.5 Expenses (including attorneys' fees) incurred in defending
a civil or criminal action, suit, or proceeding may be paid by the corporation
in advance of the final disposition of such claim, action, suit, or proceeding
as authorized in the manner provided in section 7.4 upon receipt of an
undertaking by or on behalf of the director, officer, employee or agent to
repay such amount if and to the extent that it shall be ultimately determined
that he is not entitled to be indemnified by the corporation as authorized in
this Article VII.

         Section 7.6 The indemnification provided by this Article VII shall not
be deemed exclusive of and shall be in addition to any other rights to which
those indemnified may be entitled under any statute, rule of law, provisions of
articles of incorporation, bylaw, agreement, vote of shareholders or
disinterested directors or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office, and
shall continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.

         Section 7.7 The corporation may 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, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise 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 under the provisions of this Article VII.

Article VIII. GENERAL

         Section 8.1 FISCAL YEAR. The fiscal year of the corporation shall be a
52-53 week year, ending on the Saturday nearest to January 1 of each year, or
as otherwise determined by resolution of the board of directors.

         Section 8.2 DIVIDENDS. The board of directors, from time to time, may
declare, and the corporation may pay, dividends on its outstanding shares in
the manner and upon the terms and conditions provided by law.





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<PAGE>   13

         Section 8.3 CHECKS. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such other person or
persons as the board of directors may from time to time designate.

         Section 8.4 CORPORATE SEAL. The board of directors shall select a
corporate seal which shall have inscribed thereon the name of the corporation,
the words "Alabama" and "Corporate Seal," and such seal may include the date of
incorporation of the corporation. The seal may be used by causing it or a
facsimile thereof to be impressed or affixed or in any manner reproduced.

Article IX. AMENDMENT OF BYLAWS

         These bylaws may be altered, amended or repealed and new bylaws may be
adopted by the board of directors or by the shareholders at any regular or
special meeting thereof; provided, however, that the board of directors may not
alter, amend or repeal any bylaw establishing what constitutes a quorum at
shareholders' meetings.





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