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                           AMENDED AND RESTATED BYLAWS


                                       OF


                             COGENTRIX ENERGY, INC.



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                                               Effective as of December 19, 1997


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                      INDEX OF AMENDED AND RESTATED BYLAWS

                                       OF

                             COGENTRIX ENERGY, INC.


                                    ARTICLE I

OFFICES

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


                                   ARTICLE II

MEETINGS OF SHAREHOLDERS

                  Section 1.        Annual Meeting
                  Section 2.        Substitute Annual Meeting
                  Section 3.        Special Meetings
                  Section 4.        Place of Meeting
                  Section 5.        Notice of Meeting
                  Section 6.        Waiver of Notice
                  Section 7.        Closing of Transfer Books or
                                    Fixing of Record Date
                  Section 8.        Voting Lists
                  Section 9.        Voting Groups
                  Section 10.       Quorum
                  Section 11.       Proxies
                  Section 12.       Voting of Shares
                  Section 13.       Votes Required
                  Section 14.       Action of Shareholders Without Meeting


                                   ARTICLE III

BOARD OF DIRECTORS

                  Section 1.        General Powers
                  Section 2.        Number, Term and Qualifications
                  Section 3.        Vacancies
                  Section 4.        Removal
                  Section 5.        Compensation


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                                   ARTICLE IV

MEETINGS OF DIRECTORS

                  Section 1.        Regular Meetings
                  Section 2.        Special Meetings
                  Section 3.        Notice
                  Section 4.        Waiver of Notice
                  Section 5.        Quorum
                  Section 6.        Manner of Acting
                  Section 7.        Presumption of Assent
                  Section 8.        Action by Directors Without Meeting
                  Section 9.        Meetings by Conference Telephone


                                    ARTICLE V

COMMITTEES OF THE BOARD

                  Section 1.        Executive Committee
                  Section 2.        Other Committees
                  Section 3.        Vacancy
                  Section 4.        Removal
                  Section 5.        Minutes
                  Section 6.        Responsibility of Directors


                                   ARTICLE VI

OFFICERS

                  Section 1.        Officers of the Corporation
                  Section 2.        Appointment and Term
                  Section 3.        Compensation of Officers
                  Section 4.        Removal of Officers
                  Section 5.        Bonds
                  Section 6.        Chief Executive Officer
                  Section 7.        Chief Operating Officer
                  Section 8.        Chairman
                  Section 9.        Vice Chairman
                  Section 10.       President
                  Section 11.       Vice Presidents
                  Section 12.       Secretary
                  Section 13.       Assistant Secretaries
                  Section 14.       Treasurer
                  Section 14.       Assistant Treasurers


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                                   ARTICLE VII

CONTRACTS, LOANS, CHECKS AND DEPOSITS

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


                                  ARTICLE VIII

CERTIFICATES FOR SHARES AND THEIR TRANSFER

                  Section 1.        Certificates for Shares
                  Section 2.        Transfer of Shares
                  Section 3.        Lost Certificates
                  Section 4.        Holder of Record


                                   ARTICLE IX

GENERAL PROVISIONS

                  Section 1.        Distributions
                  Section 2.        Seal
                  Section 3.        Fiscal Year
                  Section 4.        Pronouns
                  Section 5.        Amendments


                                    ARTICLE X

INDEMNIFICATION

                  Section 1.        Coverage
                  Section 2.        Indemnification Limitations
                  Section 3.        Payment
                  Section 4.        Evaluation
                  Section 5.        Consideration
                  Section 6.        Definitions



<PAGE>   5

                           AMENDED AND RESTATED BYLAWS

                                       OF

                             COGENTRIX ENERGY, INC.
                            (as of December 19, 1997)


                                    ARTICLE I

                                     OFFICES

         Section 1. Principal Office. The principal office of the corporation
shall be located in Charlotte, Mecklenburg County, North Carolina, or at such
other place as the Board of Directors shall determine.

         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 to the principal office. The address of the registered office
may be changed from time to time by the Board of Directors.

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


                                   ARTICLE II

                            MEETINGS OF SHAREHOLDERS

         Section 1. Annual Meeting. The annual meeting of the shareholders shall
be held on the third Thursday in the month of March in each year, at the hour of
9:30 o'clock a.m. or such other time on such day designated in the notice of the
meeting, for the purpose of electing directors and for the transaction of such
other business as may come before the meeting. If the day fixed for the annual
meeting shall be a legal holiday in the State of North Carolina, such meeting
shall be held on the next succeeding business day.

         Section 2. Substitute Annual Meeting. If the annual meeting shall not
be held on the day designated by these Bylaws for the annual meeting of
shareholders, or at any adjournment thereof, then a substitute annual meeting
may be called in accordance with Section 3 of this Article and the meeting so
called shall be designated and treated for all purposes as the annual meeting.


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         Section 3. Special Meetings. Special meetings of the shareholders may
be called by the Chief Executive Officer or by the Board of Directors or shall
be called by the Secretary at the written request of shareholders holding at
least one-tenth of all shares entitled to vote at the meeting. Any such
shareholder request must be signed, dated and delivered to the Secretary and
must describe the purpose or purposes for which the meeting is to be held.

         Section 4. Place of Meeting. The Board of Directors may designate any
place, either within or without the State of North Carolina, as the place of
meeting for any annual meeting or for any special meeting called by the Board of
Directors. A waiver of notice signed by all shareholders entitled to vote at a
meeting may designate any place, either within or without the State of North
Carolina, as the place for the holding of such meeting. If no designation is
made, or if a special meeting be otherwise called, the place of meeting shall be
the principal office of the corporation.

         Section 5. Notice of Meeting. Written or printed notice stating the
time and place of the meeting and, in case of a special meeting, the purpose or
purposes for which the meeting is called, shall be delivered not less than ten
(10) nor more than sixty (60) days before the date of the meeting, either
personally or by mail, by or at the direction of the Chief Executive Officer,
the Secretary, or the officer or 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 record of
shareholders of the corporation, with postage thereon prepaid. In addition to
the foregoing, notice of a substitute annual meeting shall state that the annual
meeting was not held on the day designated by these Bylaws and that such
substitute annual meeting is being held in lieu of and is designated as such
annual meeting.

         If a meeting of shareholders 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. If a new record
date for the adjourned meeting is fixed, however, notice of the adjourned
meeting must be given to persons who are shareholders as of the new record date.

         Section 6.  Waiver of Notice.

                  (a) A shareholder may waive any notice required by law, the
         Articles of Incorporation, or these Bylaws before or after the date and
         time stated in the notice. The waiver must be in writing, be signed by
         the shareholder entitled to the notice, and be delivered to the
         corporation for inclusion in the minutes or filing with the corporate
         records.

                  (b)      A shareholder's attendance at a meeting:

                           (1) waives objection to lack of notice or defective
                  notice of the meeting, unless the shareholder at the beginning
                  of the meeting objects to holding the meeting or transacting
                  business at the meeting; and

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                           (2) waives objection to consideration of a particular
                  matter at the meeting that is not within the purpose or
                  purposes described in the meeting notice, unless the
                  shareholder objects to considering the matter before it is
                  voted upon.

         Section 7. 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 any adjournment thereof, or shareholders entitled to
receive payment of any dividend, or in order to make a determination of
shareholders for any other proper purpose, the Board of Directors may provide
that the stock transfer books shall be closed for a stated period but not to
exceed, in any case, seventy (70) 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
(10) 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 in any case to be not more than seventy (70) days and,
in the case of a meeting of shareholders, not less than ten (10) full 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, and except where the Board of Directors fixes a new record date,
which it must do if the meeting is adjourned to a date more than 120 days after
the date fixed for the original meeting.

         Section 8. Voting Lists. After fixing a record date for a meeting, the
Secretary of the corporation shall prepare an alphabetical list of the names of
all its shareholders who are entitled to notice of a shareholders' meeting. The
list shall be arranged by voting group (and within each voting group by class or
series of shares) and show the address of and number of shares held by each
shareholder. The shareholders' list shall be available for inspection by any
shareholder, beginning two (2) business days after notice of the meeting is
given for which the list was prepared and continuing through the meeting, at the
corporation's principal office or at a place identified in the meeting notice in
the city where the meeting will be held. A shareholder, or his agent or
attorney, is entitled on written demand to inspect and, subject to the
requirements of N.C. Gen. Stat. (6)55-16-02(c), as may be hereafter amended, to
copy the list, during regular business hours and at his expense, during the
period it is available for inspection. The Secretary of the corporation shall



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make the shareholders' list available at the meeting, and any shareholder or his
agent or attorney is entitled to inspect the list at any time during the meeting
or any adjournment.

         Section 9. Voting Groups. 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 10. Quorum. Except as provided in the immediately following
sentence, a majority of the outstanding shares of the corporation entitled to
vote, represented in person or by proxy, shall constitute a quorum at a meeting
of shareholders. Shares entitled to vote as a separate voting group may take
action on a matter at the meeting only if a quorum of such shares exists. A
majority of the votes entitled to be cast on the matter by the voting group
constitutes a quorum of that voting group for action on that matter.

         The shareholders at a meeting at which a quorum is present may continue
to do business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.

         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 shares voting on the motion to adjourn; and 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 11. 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.

         An appointment of a proxy is effective when received by the Secretary
or other officer or agent authorized to tabulate votes. An appointment is valid
for eleven (11) months unless a different period is expressly provided in the
appointment form.

         Section 12. 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 as otherwise provided by law, the Articles of Incorporation or
these Bylaws, 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.

         Shares of its own stock owned by the corporation directly, or
indirectly through a corporation in which it owns, directly or indirectly, a
majority of the shares entitled to vote for directors, shall not be voted at any
meeting and shall not be counted in determining the total



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number of outstanding shares at a given time entitled to vote; provided that
this provision does not limit the power of the corporation to vote its own
shares held by it in a fiduciary capacity.

         At each election for directors every shareholder entitled to vote at
such election shall have the right (i) to vote the number of shares standing of
record in his name for as many persons as there are directors to be elected and
for whose election he has a right to vote or (ii) to cumulate his votes for
directors; provided, that shares otherwise entitled to vote cumulatively may not
be voted cumulatively at a particular meeting unless: (a) the meeting notice or
proxy statement accompanying the notice states conspicuously that cumulative
voting is authorized; or (b) a shareholder or proxy who has the right to
cumulate his votes announces in open meeting, before voting for directors
starts, his intention to vote cumulatively; and if such announcement is made,
the chair shall declare that all shares entitled to vote have the right to vote
cumulatively and shall announce the number of shares present in person and by
proxy, and shall thereupon grant a recess of not less than one hour nor more
than four hours, as he shall determine, or of such other period of time as is
unanimously then agreed upon.

         Section 13. Votes Required. The vote of a majority of the shares voted
at a meeting of shareholders, duly held at which a quorum is present, shall be
sufficient to take or authorize action upon any matter which may properly come
before the meeting except as otherwise provided by law, by the Articles of
Incorporation or by these Bylaws. Any provision in these Bylaws prescribing the
vote required for any purpose as permitted by law may not itself be amended by a
vote less than the vote prescribed therein.

         Section 14. Action of Shareholders Without Meeting. Any action which
may be taken at a meeting of the shareholders may be taken without a meeting if
the action is taken by all the shareholders entitled to vote on the action. The
action must be evidenced by one or more written consents signed by all the
shareholders before or after such action, describing the action taken and
delivered to the corporation for inclusion in the minutes or filing with the
corporate records. A consent signed under this Section has the effect of a
meeting vote and may be described as such in any document.


                                   ARTICLE III

                               BOARD OF DIRECTORS

         Section 1. General Powers. All corporate powers shall be exercised by
or under the authority of, and the business and affairs of the corporation
managed under the direction of, the Board of Directors.

         Section 2. Number, Term and Qualifications. The number of directors
constituting the Board of Directors shall be nine (9).

         The directors shall be elected at the annual meeting of the
shareholders (except as herein otherwise provided for the filling of vacancies)
and each director shall hold office until the next



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annual shareholders' meeting following his election or until such director's
earlier death, resignation, retirement, removal or disqualification. A decrease
in the number of directors shall 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 or qualifies or until there is a
decrease in the number of directors. Directors need not be residents of the
State of North Carolina or shareholders of the corporation. Those persons who
receive the highest number of votes at a meeting at which a quorum is present
shall be deemed to have been elected.

         Section 3. Vacancies. Except as otherwise provided by law or the
Articles of Incorporation, any vacancy occurring in the Board of Directors may
be filled by the affirmative vote of a majority of the remaining directors even
though less than a quorum or by the sole remaining director. Any vacancy created
by an increase in the authorized number of directors shall be filled only by
election at an annual meeting or at a special meeting of shareholders.

         Any director elected to fill a vacancy shall be elected for the
unexpired term of his predecessor in office.

         At a special meeting of shareholders the shareholders may elect a
director to fill any vacancy not filled by the directors.

         Section 4. Removal. Any director may be removed at any time with or
without cause by a vote of the shareholders holding a majority of the
outstanding shares entitled to vote at an election of directors. If cumulative
voting is authorized, a director may not be removed if the number of votes
sufficient to elect him under cumulative voting is voted against his removal.
However, unless the entire Board is removed, an individual director shall not be
removed when the number of shares voting against the proposal for removal shall
be sufficient to elect a director if such shares could be voted cumulatively at
an annual election.

         Section 5. Compensation. The Board of Directors may compensate
directors for their services as such and may provide for the payment of all
expenses incurred by directors in attending meetings of the Board.


                                   ARTICLE IV

                              MEETINGS OF DIRECTORS

         Section 1. Regular Meetings. An annual meeting of the Board of
Directors shall be held without other notice than this Bylaw immediately after,
and at the same place as, the annual meeting of shareholders. In addition to the
annual meeting of the Board of Directors, the Board of Directors shall meet once
in each calendar quarter, other than the calendar quarter in which the annual
meeting occurs, on such dates established annually in advance by the Board of
Directors of the Corporation. 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 without other notice than such
resolution.


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         Section 2. Special Meetings. Special meetings of the Board of Directors
may be called by the Chief Executive Officer or any two directors. The person or
persons authorized to call special meetings of the Board of Directors may fix
any place, either within or without the State of North Carolina, as the place
for holding any special meeting of the Board of Directors called by them.

         Section 3. Notice. The person calling the meeting shall give or cause
to be given oral or written notice of special meetings of the Board of Directors
to each director not less than three (3) days before the date of the meeting by
any usual means of communication.

         Neither the business transacted at, nor the purposes of, any regular or
special meeting of the Board of Directors need be specified in the notice or
waiver of notice of such meeting.

         Section 4.  Waiver of Notice.

                  (a) A director may waive any notice required by law, the
         Articles of Incorporation, or these Bylaws before or after the date and
         time stated in the notice. Except as provided by subsection (b), the
         waiver must be in writing, signed by the director entitled to the
         notice, and delivered to the corporation for filing with the minutes or
         corporate records.

                  (b) A director's attendance at or participation in a meeting
         waives any required notice to him of the meeting unless the director at
         the beginning of the meeting (or promptly upon his arrival) objects to
         holding the meeting or transacting business at the meeting and does not
         thereafter vote for or consent to action taken at the meeting.

         Section 5. Quorum. Except as otherwise provided by law, the Articles of
Incorporation or these Bylaws, a majority of the Directors fixed by these Bylaws
shall constitute a quorum for the transaction of business.

         Section 6. Manner of Acting. If a quorum is present when a vote is
taken, the affirmative act of the majority of the directors present is the act
of the Board of Directors, except as otherwise provided in these Bylaws.

         Section 7. Presumption of Assent. A director who is present at a
meeting of the Board of Directors or a committee of the Board of Directors when
corporate action is taken is deemed to have assented to the action taken unless:

                  (a) He objects at the beginning of the meeting (or promptly
         upon his arrival) to holding it or transacting business at the meeting;

                  (b) His dissent or abstention from the action taken is entered
         in the minutes of the meeting; or

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                  (c) He files written notice of his dissent or abstention with
         the presiding officer of the meeting before its adjournment or with the
         corporation immediately after adjournment of the meeting. The right of
         dissent or abstention is not available to a director who votes in favor
         of the action taken.

         Section 8. Action by Directors Without Meeting. Action required or
permitted by law to be taken at a Board of Directors' meeting may be taken
without a meeting if the action is taken by all members of the Board. The action
must be evidenced by one or more written consents signed by each director before
or after such action, describing the action taken, and included in the minutes
or filed with the corporate records. Action taken under this Section is
effective when the last director signs the consent unless the consent specifies
a different effective date. A consent signed under this Section has the effect
of a meeting vote and may be described as such in any document.

         Section 9. Meetings by Conference Telephone. Any one or more directors,
upon reasonable notice to the Secretary of the Corporation, may participate in a
meeting of the Board or a committee by means of a conference telephone or
similar communications device by which all directors participating may
simultaneously hear each other during the meeting, and such participation in a
meeting shall be deemed presence in person at such meeting.


                                    ARTICLE V

                             COMMITTEES OF THE BOARD

         Section 1. Executive Committee. The Board of Directors, by resolution
adopted by a majority of the number of directors fixed by these Bylaws, may
designate two or more directors to constitute an Executive Committee, which
committee, to the extent provided in such resolution, shall have and may
exercise all of the authority of the Board of Directors to the extent permitted
by applicable law; provided, however, that one of the designees must be a
director who owns less than five percent (5%) of the common stock of the
Corporation.

         Section 2. Other Committees. The Board of Directors may create one or
more other committees and appoint members of the Board of Directors to serve on
them. Each committee must have two or more members, who serve at the pleasure of
the Board of Directors. The creation of a committee and appointment of members
to it must be approved by the greater of:

                  (a) A majority of all the directors in office when the action
         is taken; or

                  (b) The number of directors constituting a quorum under the
         Articles of Incorporation or these Bylaws.

         Section 3. Vacancy. Any vacancy occurring in any committee shall be
filled by a majority of the number of directors fixed by these Bylaws at a
regular or special meeting of the Board of Directors.


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         Section 4. Removal. Any member of a committee may be removed at any
time with or without cause by a majority of the number of directors fixed by
these Bylaws.

         Section 5. Minutes. Each committee shall keep regular minutes of its
proceedings and report the same to the Board when required.

         Section 6. Responsibility of Directors. The designation of a committee
and the delegation thereto of authority shall not operate to relieve the Board
of Directors, or any member thereof, of any responsibility or liability imposed
upon it or him by law.

         Any resolutions adopted or other action taken by a committee within the
scope of the authority delegated to it by the Board of Directors shall be deemed
for all purposes to be adopted or taken by the Board of Directors.

         If action taken by a committee is not thereafter formally considered by
the Board, a director may dissent from such action by filing his written
objection with the Secretary with reasonable promptness after learning of such
action.


                                   ARTICLE VI

                                    OFFICERS

         Section 1. Officers of the Corporation. The executive officers of the
corporation shall consist of a Chief Executive Officer, a Chief Operating
Officer, a Chairman, a President, a Secretary, a Treasurer and such Vice
Chairmen, Executive Vice Presidents, Group Senior Vice Presidents, and such
other officers as the Board of Directors may from time to time appoint. The
Chief Executive Officer may appoint officers of the corporation, other than the
executive officers, provided that each such other officer shall be subordinate
to an executive officer. The same individual may simultaneously hold more than
one office in the corporation, but no individual may act in more than one
capacity where action of two or more officers is required.

         Section 2. Appointment and Term. The executive officers of the
corporation shall be appointed by the Board of Directors. Officers other than
the executive officers may be appointed by the Chief Executive Officer. Each
officer shall hold office until his/her death, resignation, retirement, removal,
disqualification or his/her successor shall have been appointed. The appointment
of an officer does not itself create contract rights.

         Section 3. Compensation of Officers. The base salary and annual
performance bonus for the Chief Executive Officer of the corporation shall be
fixed by the Board of Directors after receiving the recommendation of the
Compensation Committee. The base salary of all other officers of the corporation
shall be fixed by the Chief Executive Officer. Notwithstanding the foregoing,
the annual and any special adjustment to base salary applicable to all exempt
employees of the corporation shall be effective for all officers without
specific approval by the Board of Directors or the Chief Executive Officer. No
officer whose base salary is fixed by the Board of Directors shall serve the
corporation in any other capacity and receive additional compensation



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therefor from the corporation unless such additional compensation be authorized
by the Board of Directors.

         Section 4. Removal of Officers. The Board of Directors may remove any
officer at any time with or without cause, but such removal shall not itself
affect the officer's contract rights, if any, with the corporation.

         Section 5. 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 upon 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 6. Chief Executive Officer. The Chief Executive Officer of the
corporation shall, subject to the control of the Board of Directors, supervise
the management of the corporation. He shall, when present, preside at all
meetings of the shareholders and at all meetings of the Board of Directors.

         He shall execute bonds, mortgages and other contracts requiring a seal,
under the seal of the corporation, except where required or permitted by law to
be otherwise signed and executed and except where the signing and execution
thereof shall be expressly delegated by the Board of Directors to some other
officer or agent of the corporation. The Chief Executive Officer 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 Board of Directors.

         Section 7. Chief Operating Officer. The Chief Operating Officer of the
corporation, subject to the control of the Board of Directors and supervision
and direction of the Chief Executive Officer, shall supervise and control the
day-to-day operation of the corporation in accordance with these Bylaws.

         In the absence of the Chief Executive Officer, or in the event of the
death, inability or refusal to act of the Chief Executive Officer, the Chief
Operating Officer shall perform the duties of the Chief Executive Officer, and
when so acting shall have all the powers of and be subject to all the
restrictions upon the Chief Executive Officer. He shall sign any deeds,
mortgages, bonds, contract, or other instruments which may be lawfully executed
on behalf of the corporation, except where required or permitted by law to be
otherwise signed and executed and except where the signing and execution thereof
shall be delegated by the Board of Directors to some other officer or agent;
and, in general, he shall perform all duties incident to the office of Chief
Operating Officer and such other duties as may be prescribed by the Chief
Executive Officer or by the Board of Directors. The Chief Operating Officer may
sign, with the Secretary or an Assistant Secretary, certificates for shares of
the corporation.

         Section 8. Chairman. The Chairman shall have such powers and perform
such duties as the Board of Directors or the Chief Executive Officer may from
time to time prescribe, and shall perform such other duties as may be prescribed
in these Bylaws. The Chairman may sign, with the



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Secretary or an Assistant Secretary, certificates for shares of the corporation.
Unless the Board of Directors indicates otherwise, the Chairman shall be the
Chief Executive Officer.

         Section 9. Vice Chairmen. Each Vice Chairman shall have such powers and
perform such duties as the Board of Directors or the Chief Executive Officer may
from time to time prescribe, and shall perform such other duties as may be
prescribed in these Bylaws. Each Vice Chairman may sign, with the Secretary or
an Assistant Secretary, certificates for shares of the corporation.

         Section 10. President. The President shall have such powers and perform
such duties as the Board of Directors, the Chief Executive Officer or the Chief
Operating Officer may from time to time prescribe, and shall perform such other
duties as may be prescribed in these Bylaws. The President may sign, with the
Secretary or an Assistant Secretary, certificates for shares of the corporation.
Unless the Board of Directors indicates otherwise, the President shall be the
Chief Operating Officer.

         Section 11. Vice Presidents. Each Vice President shall have such powers
and perform such duties as the Board of Directors, the Chief Executive Officer
or the Chief Operating Officer may from time to time prescribe, and shall
perform such duties as may be prescribed in these Bylaws. Each Vice President
may sign, with the Secretary or an Assistant Secretary, certificates for shares
of the corporation.

         Section 12. Secretary. The Secretary shall: (a) attend all meetings of
the shareholders and of the Board of Directors, keep the minutes of such
meetings in one or more books provided for that purpose, and perform like duties
for the standing committees when required; (b) see that all notices are 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) have general charge of the
stock transfer books of the corporation; and (f) 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 Board of Directors, by the Chief Executive
Officer, or by the Chief Operating Officer, under whose supervision he shall be.

         The Secretary shall keep or cause to be kept in the State of North
Carolina at the corporation's 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 such other records as are
required to be kept at the corporation's principal office by N.C. Gen. Stat.
(6)55-16-01 and any successor to such statute.

         Section 13. Assistant Secretaries. In the absence of the Secretary or
in the event of his death, inability or refusal to act, any 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 powers of and be subject
to all the restrictions upon the Secretary. They shall perform such other duties
as



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may be assigned to them by the Secretary, by the Chief Executive Officer, by the
Chief Operating Officer, or by the Board of Directors.

         Any Assistant Secretary may sign, with the Chief Executive Officer, the
Chief Operating Officer, the Chairman, a Vice Chairman, the President or a Vice
President, certificates for shares of the corporation.

         Section 14. 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 money 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 Article
VII, Section 4 of these Bylaws; and (b) in general perform all of the duties
incident to the office of Treasurer, and such other duties as from time to time
may be assigned to him by the Chief Executive Officer, by the Chief Operating
Officer, or by the Board of Directors.

         Section 15. 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 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 the
restrictions upon the Treasurer. They shall perform such other duties as may be
assigned to them by the Treasurer, by the Chief Executive Officer, by the Chief
Operating Officer, or by the Board of Directors.


                                   ARTICLE VII

                      CONTRACTS, LOANS, CHECKS AND DEPOSITS

         Section 1. Contracts. The Board of Directors may authorize any officer
or officers, agent or agents, to enter into any contract or execute and deliver
any 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.


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                                  ARTICLE VIII

                   CERTIFICATES FOR SHARES AND THEIR TRANSFER

         Section 1. Certificates for Shares. The Board of Directors may
authorize the issuance of some or all of the shares of the corporation's classes
or series without issuing certificates to represent such shares. If shares are
represented by certificates, the certificates shall be in such form as shall be
determined by the Board of Directors. Certificates shall be signed by the Chief
Executive Officer, the Chief Operating Officer, the Chairman, a Vice Chairman,
the President or a Vice President and by the Secretary or an Assistant
Secretary. 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, shall be entered on the stock transfer books of the corporation. When
shares are represented by certificates, the corporation shall issue and deliver,
to each shareholder to whom such shares have been issued or transferred,
certificates representing the shares owned by him. When shares are not
represented by certificates, then within a reasonable time after the issuance or
transfer of such shares, the corporation shall send the shareholder to whom such
shares have been issued or transferred a written statement of the information
required by law to be on certificates.

         Section 2. 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, and, when shares
are represented by certificates, on surrender for cancellation of the
certificate for such shares.

         Section 3. Lost Certificates. The Board of Directors or the Chief
Executive Officer 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 an affidavit of such fact from the shareholder. When
authorizing such issuance of a new certificate, the Board of Directors or the
Chief Executive Officer may require that the shareholder give the corporation a
bond in such sum as the Board or the Chief Executive Officer 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 or may require
the shareholder to agree to indemnify the corporation against any claims that
may be made against the corporation with respect to the certificate claimed to
have been lost or destroyed.

         Section 4. Holder of Record. The corporation may treat as an absolute
owner of shares the person in whose name the shares stand of record on its books
just as if that person had full competency, capacity and authority to exercise
all rights of ownership irrespective of any knowledge or notice to the contrary
or any description indicating a representative, pledge or other fiduciary
relation or any reference to any other instrument or to the rights of any other
person appearing upon its records or upon the share certificate except that any
person furnishing to the corporation proof of his appointment as a fiduciary
shall be treated as if he were a holder of record of its shares.


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<PAGE>   18

                                   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
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. Pronouns. Each reference to pronouns herein shall be
construed in the masculine, feminine, neuter, singular or plural, as the context
may require.

         Section 5. Amendments. The Board of Directors may amend or repeal the
Bylaws, except to the extent otherwise provided by law, the Articles of
Incorporation or a Bylaw adopted by the shareholders, and except that a Bylaw
adopted, amended or repealed by the shareholders may not 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.


                                    ARTICLE X

                                 INDEMNIFICATION

         Section 1. Coverage. Any person who at any time serves or has served as
a director or officer of the corporation, serving in a capacity of Vice
President or any more senior office, or in such capacity at the request of the
corporation for any other corporation, partnership, joint venture, trust or
other enterprise, or as a trustee or administrator under an employee benefit
plan, or such other person as the Board of Directors may determine, shall have a
right to be indemnified by the corporation to the fullest extent permitted by
law against (a) reasonable expenses, including reasonable attorneys' fees,
actually incurred by him in connection with any threatened, pending or completed
action, suit or proceeding (and any appeal thereof), whether civil, criminal,
administrative, investigative or arbitrative, and whether or not brought by or
on behalf of the corporation, seeking to hold him liable by reason of the fact
that he is or was acting in such capacity, and (b) reasonable payments made by
him in satisfaction of any judgment, money decree, fine (including, without
limitation, an excise tax assessed with respect to an employee benefit plan),
penalty or settlement for which he may have become liable in any such action,
suit or proceeding.

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<PAGE>   19

         Section 2. Indemnification Limitations. The corporation shall not be
liable under Section 1 of this Article to indemnify or agree to indemnify any
person described therein against any liability or litigation expense he may
incur on account of his activities which were at the time taken known or
believed by him to be clearly in conflict with the best interests of the
corporation, including, but not limited to, any activity from which he derived
an improper personal benefit. As used herein, the term, "improper personal
benefit," does not include any such person's reasonable compensation or other
reasonable incidental benefit for or on account of his service as a director,
officer or employee of the corporation.

         Section 3. Payment. Expenses incurred by such person shall be paid in
advance of the final disposition of such investigation, action, suit or
proceeding upon receipt of an undertaking by or on behalf of such person to
repay such amount unless it shall ultimately be determined that he is entitled
to be indemnified by the corporation.

         Section 4. Evaluation. 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 X, including
without limitation, to the extent needed, making a determination that
indemnification is permissible under the circumstances and a good faith
evaluation of the manner in which the claimant for indemnity acted and of the
amount of indemnity due him, and giving notice to and obtaining approval by, the
shareholders of the corporation.

         Section 5. Consideration. Any person who at any time after the adoption
of this Article X serves or has served in any of the aforesaid capacities for or
on behalf of the corporation shall be deemed to be doing or to have done so in
reliance upon, and as consideration for, the right of indemnification provided
herein. Such right shall inure to the benefit of the legal representatives of
any such person and shall not be exclusive of any other rights to which such
person may be entitled apart from the provisions of this Article X. Any repeal
or modification of these indemnification provisions shall not affect any rights
or obligations existing at the time of such repeal or modification.

         Section 6. Definitions. For purposes of this Article X, terms defined
by the North Carolina Business Corporation Act and used but not defined herein
shall have the meanings assigned to them by the Act.



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