<PAGE>
                   INDEX OF THIRD AMENDED AND RESTATED BYLAWS

                                       OF

                           CARAUSTAR INDUSTRIES, INC.


<TABLE>
<S>                                                                                                               <C>
                                                     ARTICLE I.

                                                      OFFICES

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

                                                     ARTICLE II.

                                              MEETING OF SHAREHOLDERS

Section 1.            Place of Meetings...........................................................................1
Section 2.            Annual Meetings.............................................................................1
Section 3.            Substitute Annual Meeting...................................................................1
Section 4.            Special Meetings............................................................................2
Section 5.            Notice of Meetings..........................................................................2
Section 6.            Waiver of Notice............................................................................2
Section 7.            Voting Lists................................................................................3
Section 8.            Voting Group................................................................................3
Section 9.            Quorum......................................................................................3
Section 10.           Proxies.....................................................................................3
Section 11.           Voting of Shares............................................................................4
Section 12.           Informal Action by Shareholders.............................................................4
Section 13.           Shareholder Protection Act..................................................................4
Section 14.           Control Share Acquisition Act...............................................................4
Section 15.           Actions to be Taken at an Annual Meeting of Shareholders....................................4

                                                     ARTICLE III.

                                                  BOARD OR DIRECTORS

Section 1.            General Powers..............................................................................5
Section 2.            Number, Term and Qualifications.............................................................5
Section 3.            Nomination and Election of Directors........................................................6
Section 4.            Removal.....................................................................................7
Section 5.            Vacancies...................................................................................7
Section 6.            Chairman of Board...........................................................................7
Section 7.            Compensation................................................................................7
</TABLE>


<PAGE>


<TABLE>
<S>                                                                                                              <C>
                                                     ARTICLE IV.

                                               MEETINGS OF DIRECTORS

Section 1.            Regular Meetings............................................................................7
Section 2.            Special Meetings............................................................................7
Section 3.            Notice of Meetings..........................................................................7
Section 4.            Waiver of Notice............................................................................8
Section 5.            Quorum......................................................................................8
Section 6.            Manner of Acting............................................................................8
Section 7.            Presumption of Assent.......................................................................8
Section 8.            Informal Action by Directors................................................................8
Section 9.            Committees..................................................................................8

                                                       ARTICLE V.

                                                       OFFICERS

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

                                                         ARTICLE VI.

                                           CONTRACTS, LOANS, CHECKS AND DEPOSITS

Section 1.            Contracts..................................................................................12
Section 2.            Loans......................................................................................12
Section 3.            Checks and Drafts..........................................................................12
Section 4.            Deposits...................................................................................12

                                                       ARTICLE VII.

                                         CERTIFICATES FOR SHARES AND THEIR TRANSFER

Section 1.            Certificates for Shares....................................................................12
Section 2.            Transfer of Shares.........................................................................13
Section 3.            Lost Certificate...........................................................................13
</TABLE>


<PAGE>


<TABLE>
<S>                                                                                                              <C>
Section 4.            Fixing Record Date.........................................................................13
Section 5.            Holder of Record...........................................................................13
Section 6.            Shares Held by Nominees....................................................................14
Section 7.            Treasury Shares............................................................................14

                                                      ARTICLE VIII.

                                                     INDEMNIFICATION

Section 1.            Indemnification of Directors...............................................................14
Section 2.            Advancement of Expenses....................................................................15
Section 3.            Settlements................................................................................15
Section 4.            Benefit of Provisions......................................................................15
Section 5.            Authorization..............................................................................15

                                                      ARTICLE IX.

                                                  GENERAL PROVISIONS

Section 1.            Distributions..............................................................................16
Section 2.            Seal.......................................................................................16
Section 3.            Fiscal Year................................................................................16
Section 4.            Amendments.................................................................................16
Section 5.            Definitions................................................................................16
</TABLE>


<PAGE>


                       SECOND AMENDED AND RESTATED BYLAWS
                                       OF
                           CARAUSTAR INDUSTRIES, INC.


                                   ARTICLE I.

                                    OFFICES

Section 1. Principal Office. The principal office of the corporation shall be
located at such place as the Board of Directors may fix from time to time.

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

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


                                  ARTICLE II.

                            MEETING OF SHAREHOLDERS

Section 1. Place of Meetings. All meetings of shareholders shall be held at the
principal office of the corporation, or at such other place either within or
without the State of North Carolina, as shall be designated in the notice of
the meeting or agreed upon by a majority of the shareholders entitled to vote
thereat.

Section 2. Annual Meetings. The annual meeting of shareholders for the purpose
of electing directors of the corporation and for the transaction of such other
business as may be properly brought before the meeting shall be held at 10:00
a.m. on the second Wednesday in May of each year, or at such time and on such
date as the Board of Directors may determine. If the second Wednesday in May
shall be a legal holiday, such meeting shall be held on the next succeeding
business day, unless the Board of Directors shall determine otherwise.

Section 3. Substitute Annual Meeting. If the annual meeting shall not be held
on the day designated by these bylaws, a substitute annual meeting may be
called in accordance with the provisions of Section 4 of this Article II. A


                                      -1-
<PAGE>


meeting so called shall be designated and treated for all purposes as the
annual meeting.

Section 4. Special Meetings. Special meetings of the shareholders may be called
at any time by the Chairman, President, Secretary or Board of Directors of the
corporation.

Section 5. Notice of Meetings. Written or printed notice stating the time and
place of the meeting shall be delivered not less than ten nor more than sixty
days before the date of any shareholders' meeting, either by personal delivery,
or by telegraph, teletype, or other form of wireless communication, or by
facsimile transmission, or by mail or private carrier, by or at the direction
of the Board of Directors, the Chairman, President, Secretary, or other person
calling the meeting, to each shareholder entitled to vote at such meeting;
provided that such notice must be given to all shareholders with respect to any
meeting at which a merger or share exchange is to be considered and in such
other instances as required by law. If mailed, such notice shall be deemed to
be delivered when deposited in the United States mail, correctly addressed to
the shareholder at his address as it appears on the record of shareholders of
the corporation, with postage thereon prepaid.

In the case of a special meeting, the notice of meeting shall specifically
state the purpose or purposes for which the meeting is called; but, 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 such a
statement is required by provisions of the North Carolina Business Corporation
Act.

When a meeting is adjourned to a different date, time, or place, notice need
not be given of the new date, time, or place if the new date, time, or place is
announced at the meeting before adjournment and if a new record date is not
fixed for the adjourned meeting; but if a new record date is fixed for the
adjourned meeting (which must be done if the new date is more than 120 days
after the date of the original meeting), notice of the adjourned meeting must
be given as provided in this section to persons who are shareholders as of the
new record date.

Section 6. Waiver of Notice. Any shareholder may waive notice of any meeting
before or after the meeting. The waiver must be in writing, signed by the
shareholder, and delivered to the corporation for inclusion in the minutes or
filing with the corporate records. A shareholder's attendance in person or by
proxy, at a meeting (a) waives objection to lack of notice or defective notice
of the meeting, unless the shareholder or his proxy at the beginning of the
meeting objects to holding the meeting or transacting business at the meeting,
and (b) waives objection to consideration of a particular matter at the meeting
that is not within the purpose or purposes


                                      -2-
<PAGE>


described in the meeting notice, unless the shareholder or his proxy objects to
considering the matter before it is voted upon.

Section 7. Voting Lists. Before each meeting of shareholders the Secretary of
the corporation shall prepare an alphabetical list of the shareholders entitled
to notice of such meeting, arranged by voting group, with the address of and
number of shares held by each. The list shall be kept on file at the principal
office of the corporation for the period beginning two business days after
notice of the meeting is given and continuing through the meeting, and shall be
subject to inspection by any shareholder, his agent or attorney at any time
during the usual business hours. This list shall also be produced and kept open
at the time and place of the meeting and shall be subject to inspection by any
shareholder, his agent or attorney, during the whole time of the meeting or any
adjournment thereof.

Section 8. Voting Group. All shares of one or more classes or series that under
the articles of incorporation or the North Carolina Business Corporation Act
are entitled to vote and be counted together collectively on a matter at a
meeting of shareholders constitute a voting group. All shares entitled by the
articles of incorporation or the North Carolina Business Corporation Act to
vote generally on a matter are for that purpose a single voting group. Classes
or series of shares shall not be entitled to vote separately by voting group
unless expressly authorized by the articles of incorporation or specifically
required by law.

Section 9. Quorum. A majority of votes entitled to be cast on a matter by a
voting group constitutes a quorum of that voting group for action on that
matter.

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.

In the absence of a quorum at the opening of any meeting of shareholders, such
meeting may be adjourned from time to time by a vote of the majority of the
votes cast on the motion to adjourn; and, subject to the provisions of Section
5 of this Article II, at any adjourned meeting at which a quorum is present,
any business may be transacted which might have been transacted at the original
meeting.

Section 10. Proxies. Shares may be voted either in person or by one or more
agents authorized by a written proxy executed by the shareholder or by his duly
authorized attorney in fact. A proxy is not valid after the expiration of
eleven months from the date of its execution, unless the person executing it
specifies therein the length of time for which it is to continue in force, or
limits its use to a particular meeting.


                                      -3-
<PAGE>


Section 11. Voting of Shares. Each outstanding share entitled to vote shall be
entitled to one vote on each matter submitted to a vote at a meeting of
shareholders.

Except in the election of directors as governed by provisions in Section 3 of
Article III, if a quorum exists, action on a matter 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 a greater vote number is required by
law or by the articles of incorporation or bylaws of this corporation.

Shares of its own stock owned by the corporation directly or indirectly,
through a subsidiary corporation or otherwise, shall not be voted at any
meeting and shall not be counted in determining the total number of outstanding
shares at a given time, provided that this provision does not limit the power
of the corporation to vote its own shares held by it in a fiduciary capacity.

Section 12. Informal Action by Shareholders. Any action which may be taken at a
meeting of the shareholders may be taken without a meeting if consent in
writing, setting forth the action so taken, shall be signed by all of the
persons who would be entitled to vote upon such action at a meeting, and filed
with the Secretary of the corporation to be kept as part of the corporate
records.

Section 13. Shareholder Protection Act. The provisions of Article 9 of Chapter
55 of the General Statutes of North Carolina, entitled "The North Carolina
Shareholder Protection Act," shall not apply to the corporation.

Section 14. Control Share Acquisition Act. The provisions of Article 9A of
Chapter 55 of the General Statutes of North Carolina, entitled "The North
Carolina Control Share Acquisition Act," shall not apply to the corporation.

Section 15. Actions to be Taken at an Annual Meeting of Shareholders. No
business shall be transacted at an annual meeting of shareholders, except such
business as shall be (a) specified in the notice of meeting given as provided
in Section 5 of this Article II, (b) otherwise brought before the meeting by or
at the direction of the Board of Directors, or (c) otherwise brought before the
meeting by a shareholder of record entitled to vote at the meeting, in
compliance with the procedure set forth in this Section 15. For business to be
brought before an annual meeting by a shareholder pursuant to (c) above, the
shareholder must have given timely notice in writing to the Secretary. To be
timely, a shareholder's notice must be delivered to, or mailed to and received
at, the principal office of the corporation not less than 60 days nor more than
90 days prior to the meeting; provided, however, that if less than 70 days'
notice or prior


                                      -4-
<PAGE>


public disclosure of the date of the meeting is given or made to shareholders,
notice by the shareholder will be timely if received not later than the close
of business on the tenth day following the day on which such notice of the date
of the meeting or such public disclosure was given or made. Notice of the date
of the meeting shall be deemed to have been given by the corporation more than
70 days in advance of the annual meeting if the annual meeting is called on the
date indicated by Section 2 of this Article II without regard to when notice or
public disclosure thereof is made. Notice of actions to be brought before the
annual meeting pursuant to (c) above shall set forth as to each matter the
shareholder proposes to bring before the annual meeting (i) a brief description
of the business desired to be brought before the annual meeting and the reasons
for bringing such business before the annual meeting, (ii) the name and
address, as they appear on the corporation's books, of each shareholder
proposing such business, (iii) the classes and number of shares of the
corporation that are owned of record and beneficially by such shareholder, and
(iv) any material interest of such shareholder in such business other than his
interest as a shareholder of the corporation. Notwithstanding anything in these
bylaws to the contrary, no business shall be conducted at an annual meeting
except in accordance with the provisions set forth in this Section 15. If the
chairman of the annual meeting determines that any business was not properly
brought before the meeting in accordance with provisions prescribed by these
bylaws, he shall so declare to the meeting, and to the extent permitted by law
any such business not properly brought before the meeting shall not be
transacted.


                                 ARTICLE III.

                               BOARD OR DIRECTORS

Section 1. General Powers. The business and affairs of the corporation shall be
managed by its Board of Directors.

Section 2. Number, Term and Qualifications. The number of directors
constituting the Board of Directors shall be not less than nine (9) nor more
than fifteen (15) as may be fixed or changed from time to time, within the
minimum and the maximum, by the shareholders or by the Board of Directors.
Directors need not be residents of the State of North Carolina or shareholders
of the corporation.

The directors shall be divided into three classes, as nearly equal in number as
may be, to serve in the first instance until the annual meeting of shareholders
to be held in 1993, 1994 and 1995, respectively. At each successive annual
meeting of shareholders beginning in 1993, the successors to the class of
directors whose terms expire at that time shall be elected to serve for terms
of three years. In the event of any increase or


                                      -5-
<PAGE>


decrease in the number of directors, the additional or eliminated directorships
shall be so classified or chosen that all classes of directors shall remain or
become as nearly equal in number as may be. The term of a director elected to
fill a vacancy expires when the term of the vacating director would have
expired had the vacating director served a full term. A decrease in the number
of directors does not shorten an incumbent director's term. Despite the
expiration of a director's term, such director shall continue to serve until a
successor shall be elected and qualified or until there is a decrease in the
number of directors.

Section 3. Nomination and Election of Directors. Except as provided in Section
5 of this Article III, directors shall be elected at the annual meeting of
shareholders in accordance with the provisions of Section 2 of this Article
III; and those persons who receive the highest number of votes shall be deemed
to have been elected. If any shareholder so demands, the election of directors
shall be by ballot.

Only persons who are nominated in accordance with the provisions set forth in
these bylaws shall be eligible to be elected as directors at an annual or
special meeting of shareholders. Nomination for election to the Board of
Directors shall be made by the Board of Directors or a Nominating Committee
appointed by the Board of Directors.

Nomination for election of any person to the Board of Directors may also be
made if written notice of the nomination of such person shall have been
delivered to the Secretary of the corporation at the principal office of the
corporation not later than the close of business on the fifth business day
following the date on which notice is first given to shareholders of the
meeting at which such election is to be held. Each such notice shall set forth:
(a) the name and address of the shareholder who intends to make the nomination
and of the person or persons to be nominated; (b) a representation that the
shareholder is a holder of record of shares of the corporation entitled to vote
at such meeting and intends to appear in person or by proxy at the meeting to
nominate the person or persons specified in the notice; (c) a description of
all arrangements or understandings between the shareholder and each nominee and
any other person or persons (naming such person or persons) pursuant to which
the nomination or nominations are to be made by the shareholder; (d) such other
information regarding each nominee proposed by such shareholder as would be
required to be included in a proxy statement filed pursuant to the proxy rules
of the Securities and Exchange Commission, had the nominee been nominated, or
intended to be nominated, by the Board of Directors; and (e) the consent of
each nominee to serve as a director of the corporation if so elected. The
chairman of the meeting may refuse to acknowledge the nomination of any person
not made in compliance with the foregoing procedure.


                                      -6-
<PAGE>


Section 4. Removal. A director may be removed only for cause by a vote of the
shareholders if the number of votes cast to remove such director exceeds the
number of votes cast not to remove him. If a director is elected by a voting
group of shareholders, only the shareholders of that voting group may
participate in the vote to remove him. A director may not be removed by the
shareholders at a meeting unless the notice of the meeting states that the
purpose, or one of the purposes, of the meeting is removal of the director. If
any directors are so removed, new directors may be elected at the same meeting.

Section 5. Vacancies. Any vacancy occurring in the Board of Directors,
including without limitation a vacancy resulting from an increase in the number
of directors or from the failure by the shareholders to elect the full
authorized number of directors, may be filled by the shareholders or by the
Board of Directors, whichever group shall act first. If the directors remaining
in office do not constitute a quorum, the directors may fill the vacancy by the
affirmative vote of a majority of the remaining directors. If the vacant office
was held by a director elected by a voting group, only the remaining director
or directors elected by that voting group or the holders of shares of that
voting group are entitled to fill the vacancy.

Section 6. Chairman of Board. There may be a Chairman of the Board of Directors
elected by the directors from their number at any meeting of the Board. The
Chairman shall preside at all meetings of the Board of Directors and perform
such other duties as may be directed by the Board.

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


                                  ARTICLE IV.

                             MEETINGS OF DIRECTORS

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

Section 2. Special Meetings. Special meetings of the Board of Directors may be
called by or at the request of the Chairman, the President or any two
directors. Such meeting may be held within or without the State of North
Carolina, as fixed by the person or persons calling the meeting.

Section 3. Notice of Meetings. Regular meetings of the Board of Directors may
be held without notice.


                                      -7-
<PAGE>


The person or persons calling a special meeting of the Board of Directors
shall, at least two days before the meeting, give notice thereof by any usual
means of communication. Such notice need not specify the purpose for which the
meeting is called.

Section 4. Waiver of Notice. Any director may waive notice of any meeting which
waiver must be in writing and signed by the director and should be filed with
the minutes or the corporation's records. The attendance by a director at a
meeting shall constitute a waiver of notice of such meeting unless the director
at the beginning of the meeting, or promptly upon arrival, objects to holding
the meeting or to 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 fixed pursuant to
these bylaws shall constitute a quorum for the transaction of business at any
meeting of the Board of Directors.

Section 6. Manner of Acting. Except as otherwise provided in these bylaws, 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.

Section 7. 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
contrary vote is recorded or his dissent or abstention is otherwise entered in
the minutes of the meeting or unless he shall file his written dissent or
abstention to such action with the person acting as the secretary of the
meeting before the adjournment thereof or shall forward such dissent or
abstention by registered mail to the Secretary of the corporation immediately
after the adjournment of the meeting. Such right to dissent or abstention is
not available to a director who voted in favor of such action.

Section 8. Informal Action by Directors. An action taken without a meeting is
nevertheless an action of the Board of Directors if written consent to the
action in question is signed by all the directors and filed with the minutes of
the proceedings of the Board, whether done before or after the action so taken.

Section 9. Committees. The Board of Directors may create an Executive
Committee, a Nominating Committee and other committees of the board and appoint
members of the Board of Directors to serve on them. The creation of a committee
of the board and appointment of members to it must be approved by the greater
of (a) a majority of the number of directors in office when the action is taken
or (b) the number of directors required to take action pursuant to Section 6 of
this Article IV. Each committee of the board must have two or more members and,
to the extent authorized by


                                      -8-
<PAGE>


law and specified by the Board of Directors, shall have and may exercise all of
the authority of the Board of Directors in the management of the corporation.
Any vacancy occurring in a committee shall be filled by the vote of a majority
of the number of directors fixed pursuant to these bylaws at a regular or
special meeting of the Board of Directors. Any member of a committee may be
removed at any time with or without cause by a majority of the number of
directors fixed pursuant to these bylaws. Each committee shall keep regular
minutes of its proceedings and report to the Board of Directors when required.
If action taken by a committee is not thereafter formally considered by the
Board of Directors, a director may dissent from such action by filing his
written objection with the Secretary with reasonable promptness after learning
of such action. The provisions in these bylaws governing meetings, action
without meetings, notice and waiver of notice, and quorum and voting
requirements of the Board of Directors apply to committees of the Board of
Directors established under this section.


                                  ARTICLE V.

                                    OFFICERS

Section 1. Officers of the Corporation. The officers of the corporation shall
consist of a Chairman (if the Board of Directors chooses to elect a Chairman in
accordance with Section 6 of Article III), a President, a Secretary, a
Treasurer and such Vice-Presidents, Assistant Secretaries, Assistant
Treasurers, and other offices as the Board of Directors may from time to time
elect. Any two or more offices may be held by the same person, but no officer
may act in more than one capacity where action of two or more officers is
required.

Section 2. Appointment and Term. The officers of the corporation shall be
appointed by the Board of Directors and each officer shall hold office until
his death, resignation, retirement, removal, disqualification or his successor
shall have been appointed.

Section 3. Compensation of Officers. The compensation of all officers of the
corporation shall be fixed by the Board of Directors and no officer shall serve
the corporation in any other capacity and receive compensation therefor unless
such additional compensation be authorized by the Board of Directors. The
appointment of an officer does not itself create contract rights.

Section 4. Removal. Any officer or agent appointed by the Board of Directors
may be removed by the Board 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.


                                      -9-
<PAGE>


Section 5. Resignation. An officer may resign at any time by communicating his
resignation to the corporation, orally or in writing. A resignation is
effective when communicated unless it specifies in writing a later effective
date. If a resignation is made effective at a later date that is accepted by
the corporation, the Board of Directors may fill the pending vacancy before the
effective date if the Board provides that the successor does not take office
until the effective date. An officer's resignation does not 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
his respective 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. The Chairman shall preside at all meetings of the Board of
Directors and perform such other duties as may be directed by the Board.

Section 8. President. The President 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. He shall, when present, preside at all meetings of the
shareholders. He shall sign, with the Secretary, an Assistant Secretary, or any
other proper officer of the corporation thereunto authorized by the Board of
Directors, certificates for shares of the corporation, any deeds, mortgages,
bonds, contracts, or other instruments which the Board of Directors has
authorized to be executed, except in cases where the signing and execution
thereof shall be expressly delegated by the Board of Directors or by these
bylaws to some other officer or agent of the corporation, or shall be required
by law to be otherwise signed or executed; and in general he shall perform all
duties incident to the office of President and such other duties as may be
prescribed by the Board of Directors from time to time.

Section 9. Vice-Presidents. In the absence of the President or in the event of
his death, inability or refusal to act, the Vice-Presidents in the order of
their length of services as Vice-Presidents, unless otherwise determined by the
Board of Directors, shall perform the duties of the President, and when so
acting shall have all the powers of and be subject to all the restrictions upon
the President. Any Vice-President may sign, with the Secretary or an Assistant
Secretary, certificates for shares of the corporation; and shall perform such
other duties as from time to time may be assigned to him by the President or
Board of Directors.

Section 10. Secretary. The Secretary shall: (a) keep the minutes of the
meetings of the shareholders, of the Board of Directors and the Executive
Committee in one or more books provided for that purpose; (b) see that all
notices are


                                     -10-
<PAGE>


duly given in accordance with the provisions of these bylaws or as required by
law; (c) 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; (d) keep a register of the post office address of each
shareholder which shall be furnished to the Secretary by such shareholder; (e)
sign with the President or a Vice-President, certificates for shares of the
corporation, the issuance of which shall have been authorized by resolution of
the Board of Directors; (f) keep or cause to be kept in the State of North
Carolina at the corporation's registered office or principal place of business
a record of the corporation's shareholders, giving the names and addresses of
all shareholders and the number and class of shares held by each, and prepare
or cause to be prepared voting lists prior to each meeting of shareholders as
required by law; (g) attest the signature or certify the incumbency or
signature of any officer of the corporation; and (h) 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 by the Board of Directors.

Section 11. Assistant Secretaries. In the absence of the Secretary or in the
event of his death, inability or refusal to act, the Assistant Secretaries in
the order of their length of service as Assistant Secretary, unless otherwise
determined by the Board of Directors, shall perform the duties of the
Secretary, and when so acting shall have all the power of and be subject to all
the restrictions upon the Secretary. They shall perform such other duties as
may be assigned to them by the Secretary, by the President, or by the Board of
Directors. Any Assistant Secretary may sign, with the President or a
Vice-President, certificates for shares of the corporation.

Section 12. Treasurer. The Treasurer shall: (a) 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
depositories as shall be selected in accordance with the provisions of Section
4 of Article VI of these bylaws; (b) prepare, or cause to be prepared, a true
statement of the corporation's assets and liabilities as of the close of each
fiscal year, all in reasonable detail, which statement shall be made and filed
at the corporation's registered office or principal place of business in the
State of North Carolina within four months after the end of such fiscal year
and thereat kept available for a period of at least ten years; and (c) in
general perform all 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 by
the Board of Directors, or by these bylaws.

Section 13. Assistant Treasurers. In the absence of the Treasurer or in the
event of his death, inability or refusal to act, the Assistant Treasurers in
the order of their length of service as Assistant Treasurer, unless otherwise
determined


                                     -11-
<PAGE>


by the Board of Directors shall perform the duties of the Treasurer, and when
so acting shall have all the powers of and be subject to all restrictions upon
the Treasurer. They shall perform such other duties as may be assigned to them
by the Treasurer, by the President, or by the Board of Directors.


                                  ARTICLE VI.

                     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 instrument in the name of and on behalf of the corporation, and such
authority may be general or confined to specific instances.

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, 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
depositories as the Board of Directors may select.


                                 ARTICLE VII.

                   CERTIFICATES FOR SHARES AND THEIR TRANSFER

Section 1. Certificates for Shares. Certificates representing shares of the
corporation shall be in such form as shall be determined by the Board of
Directors. The corporation shall issue and deliver to each shareholder
certificates representing all fully paid shares owned by him. Certificates
shall be signed by the President or a Vice-President and by the Secretary or
Treasurer or an Assistant Secretary or Assistant Treasurer. All certificates
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 the date of issue, with the number and
class of shares and the date of issue, shall be entered on the stock transfer
books of the corporation.


                                     -12-
<PAGE>


Section 2. Transfer of Shares. Transfer of the shares of the corporation shall
be made only on the stock transfer books of the corporation by the holder of
record therefor 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, and on surrender for
cancellation of the certificate for such shares.

Section 3. Lost Certificate. The Board of Directors may direct a new
certificate to be issued in place of any certificate theretofore issued by the
corporation claimed to have been lost or destroyed, upon receipt of any
affidavit of such fact from the person claiming the certificate to have been
lost or destroyed. When authorizing such issue of a new certificate, the Board
of Directors shall require that the owner of such lost or destroyed
certificate, or his legal representative, give the corporation a bond in such
sum as the Board may direct as indemnity against any claim that may be made
against the corporation with respect to the certificate claimed to have been
lost or destroyed, except where the Board of Directors by resolution finds that
in the judgment of the directors the circumstances justify omission of a bond.

Section 4. Fixing Record Date. The Board of Directors may fix a future date as
the record date for one or more voting groups in order to determine the
shareholders entitled to notice of a shareholders' meeting, to demand a special
meeting, to vote, or to take any other action. Such record date may not be more
than seventy days before the meeting or action requiring a determination of
shareholders. A determination of shareholders entitled to notice of or to vote
at a shareholders' meeting is effective for any adjournment of the meeting
unless the Board of Directors fixes a new record date for the adjourned
meeting, which it must do if the meeting is adjourned to a date more than 120
days after the date fixed for the original meeting.

If no record date is fixed by the Board of Directors for the determination of
shareholders entitled to notice of or to vote at a meeting of shareholders, the
close of business on the day before the first notice of the meeting is
delivered to shareholders shall be the record date for such determination of
shareholders.

The Board of Directors may fix a date as the record date for determining
shareholders entitled to a distribution or share dividend. If no record date is
fixed by the Board of Directors for such determination, it is the date the
Board of Directors authorizes the distribution or share dividend.

Section 5. Holder of Record. Except as otherwise required by law, the
corporation may treat the person in whose name the shares stand of record on
its books as the absolute owner of the shares and the person entitled to
receive notification and distributions, to vote, and to otherwise exercise the
rights, powers and privileges of such shares.


                                     -13-
<PAGE>


Section 6. Shares Held by Nominees. The corporation shall recognize the
beneficial owner of shares registered in the name of a nominee as the owner and
shareholder of such shares for certain purposes if the nominee in whose name
such shares are registered files with the Secretary a written certificate in a
form prescribed by the corporation, signed by the nominee, indicating the
following: (i) the name, address, and taxpayer identification number of the
nominee; (ii) the name, address, and taxpayer identification number of the
beneficial owner; (iii) the number and class or series of shares registered in
the name of the nominee as to which the beneficial owner shall be recognized as
the shareholder; and (iv) the purposes for which the beneficial owner shall be
recognized as the shareholder.

The purposes for which the corporation shall recognize the beneficial owner as
the shareholder may include the following: (i) receiving notice of, voting at,
and otherwise participating in shareholders' meetings; (ii) executing consents
with respect to the shares; (iii) exercising dissenters' rights under Article
13 of the Business Corporation Act; (iv) receiving distributions and share
dividends with respect to the shares; (v) exercising inspection rights; (vi)
receiving reports, financial statements, proxy statements, and other
communications from the corporation; (vii) making any demand upon the
corporation required or permitted by law; and (viii) exercising any other
rights or receiving any other benefits of a shareholder with respect to the
shares.

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

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

Section 7. Treasury Shares. Treasury shares of the corporation shall consist of
such shares as have been issued and thereafter acquired but not canceled by the
corporation. Treasury shares shall not carry voting or dividend rights.


                                 ARTICLE VIII.

                                INDEMNIFICATION

Section 1. Indemnification of Directors. The corporation shall indemnify and
hold harmless any person who at any time serves or has served as a director of
the corporation to the fullest extent from time to time permitted by law in the
event such person is made, or threatened to be made, a party to any


                                     -14-
<PAGE>


pending, threatened or completed civil, criminal, administrative, investigative
or arbitrative action, suit or proceeding, and any appeal therein (and any
inquiry or investigation that could lead to such action, suit or proceeding),
whether or not brought by or on behalf of the corporation, by reason of the
fact that he is or was a director of the corporation or serves or served any
other enterprise (including service as trustee or administrator under any
employee benefit plan of the corporation or of any wholly owned subsidiary of
the corporation) as a director, officer, employee or agent at the request of
the corporation. The rights of any director or former director or hereunder
shall, to the fullest extent from time to time permitted by law, cover all
liability and expense, including without limitation all attorneys' fees and
expenses, judgments, fines, excise taxes and, subject to Section 3 of this
Article VIII, amounts paid in settlement, and all expenses incurred by such
director or former director in enforcing his or her rights hereunder.

Section 2. Advancement of Expenses. To the fullest extent from time to time
permitted by law, the corporation shall pay the expenses of any person who at
any time serves or has served as a director of the corporation, including
attorneys' fees and expenses, incurred in defending any action, suit or
proceeding described in Section 1 of this Article VIII in advance of the final
disposition of such action, suit or proceeding.

Section 3. Settlements. The corporation shall not be liable to indemnify any
such director or former director for any amounts paid in settlement of any
proceeding effected without the corporation's written consent. The corporation
will not unreasonably withhold its consent in any proposed settlement.

Section 4. Benefit of Provisions. The rights set forth in this Article VIII
shall inure to the benefit of any such director or former director, whether or
not he is a director at the time such liabilities or expenses are imposed or
incurred, and whether or not the claim asserted against him is based upon
matters that antedate the date of adoption of this Article VIII, and in the
event of his death shall extend to his legal representative. The rights of
directors and former directors under this Article VIII shall be in addition to
and not exclusive of any other rights to which they may be entitled under any
statute, agreement, insurance policy or otherwise. Any person who at any time
after the adoption of this Article VIII serves or has served in any of the
capacities described herein for or on behalf of the corporation shall be deemed
to be doing or to have done so in reliance upon, and as consideration for, the
rights of indemnification provided herein.

Section 5. Authorization. The Board of Directors of the corporation shall take
all such action as may be necessary and appropriate to authorize the
corporation to pay the indemnification required by this Article VIII, including
without limitation, to the extent needed, making a determination that
indemnification is permissible in the circumstances and making a good faith
evaluation of the manner in which the claimant for indemnity acted and of the
reasonable amount of indemnity due him. The Board of Directors may appoint a
committee or special counsel to make such determination and evaluation. To the
extent needed, the Board of Directors shall give notice to, and obtain approval
by, the shareholders of the corporation for any decision to indemnify.


                                     -15-
<PAGE>


                                  ARTICLE IX.

                               GENERAL PROVISIONS

Section 1. Distributions. The Board of Directors may from time to time
authorize, and the corporation may grant, distributions and share dividends to
its shareholders pursuant to law and subject to the provisions of its articles
of incorporation.

Section 2. Seal. The corporate seal of the corporation shall consist of two
concentric circles between which is the name of the corporation and in the
center of which is inscribed SEAL; and such seal, as impressed on the margin
hereof, is hereby adopted as the corporate seal of the corporation.

Section 3. Fiscal Year. The fiscal year of the corporation shall be fixed by
the Board of Directors.

Section 4. Amendments. Except as otherwise provided in the articles of
incorporation or by law, 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.

No bylaw adopted, amended or repealed by the shareholders shall be readopted,
amended or repealed by the Board of Directors unless the articles of
incorporation or a bylaw adopted by the shareholders authorizes the Board of
Directors to adopt, amend or repeal that particular bylaw or the bylaws
generally.

Section 5. Definitions. Unless the context otherwise requires, terms used in
these bylaws shall have the meanings assigned to them in the North Carolina
Business Corporation Act to the extent defined therein.


                                     -16-