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                                                                    Exhibit 4-B


                                    BY-LAWS

                                      OF

                            DUKE ENERGY CORPORATION

                               Date of Adoption:

                                 July 28, 1997

                        As Amended to December 20, 2000


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                               TABLE OF CONTENTS
                          ---------------------------

                                                                           Page
                                                                           ----

ARTICLE I  Offices............................................................1
           Section 1.1. Principal Office......................................1
           Section 1.2. Other Offices.........................................1

ARTICLE II Meetings of Shareholders...........................................1
           Section 2.1. Place of Meetings.....................................1
           Section 2.2. Annual Meetings.......................................1
           Section 2.3. Special Meetings......................................1
           Section 2.4. Notice of Meetings....................................1
           Section 2.5. Voting Group..........................................2
           Section 2.6. Quorum................................................2
           Section 2.7. Voting of Shares......................................2
           Section 2.8. Proxies...............................................3
           Section 2.9. Notice of Shareholder Business and Nominations........3
           Section 2.10. Conduct of Meetings..................................5
           Section 2.11. Inspectors of Elections..............................5
           Section 2.12. Shareholders' List...................................6

ARTICLE III Board of Directors................................................6
           Section 3.1. General Powers........................................6
           Section 3.2. Number and Qualifications.............................6
           Section 3.3. Election of Directors; Classes........................6
           Section 3.4. Removal...............................................7
           Section 3.5. Newly Created Directorships; Vacancies................7
           Section 3.6. Compensation of Directors.............................7

ARTICLE IV Meetings of Directors..............................................8
           Section 4.1. Regular Meetings......................................8
           Section 4.2. Special Meetings......................................8
           Section 4.3. Notice................................................8
           Section 4.4. Quorum and Manner of Acting...........................8
           Section 4.5. Action by Consent of Board of Directors...............8
           Section 4.6. Conference Telephone Meetings.........................8

ARTICLE V  Committees of the Board of Directors...............................9
           Section 5.1. Committees and Powers.................................9
           Section 5.2. Quorum and Manner of Acting...........................9
           Section 5.3. Meetings and Notice..................................10

ARTICLE VI Officers..........................................................10
           Section 6.1. Elected Officers.....................................10
           Section 6.2. Election and Term of Office..........................10
           Section 6.3. Chairman of the Board and Chief Executive Officer....10


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           Section 6.4. President............................................11
           Section 6.5. Vice Presidents......................................11
           Section 6.6. Secretary............................................11
           Section 6.7. Treasurer............................................11
           Section 6.8. Controller...........................................12
           Section 6.9. Assistant Secretaries, Assistant Treasurers and
                         Assistant Controllers...............................12
           Section 6.10. Removal.............................................12
           Section 6.11. Vacancies...........................................12

ARTICLE VII Stock Certificates and Transfers.................................12
           Section 7.1. Certificates for Shares..............................12
           Section 7.2. Share Transfer Records...............................13
           Section 7.3. Lost, Stolen or Destroyed Certificates...............13
           Section 7.4. Fixing Record Date...................................13
           Section 7.5. Holder of Record.....................................14

ARTICLE VIII Contracts, Checks and Drafts, Deposits and Proxies..............14
           Section 8.1. Contracts............................................14
           Section 8.2. Checks and Drafts....................................14
           Section 8.3. Deposits.............................................14
           Section 8.4. Proxies..............................................14

ARTICLE IX Indemnification...................................................15
           Section 9.1. Indemnification......................................15

ARTICLE X Miscellaneous......................................................15
          Section 10.1. Fiscal Year..........................................15
          Section 10.2. Distributions........................................15
          Section 10.3. Seal.................................................16
          Section 10.4. Waiver of Notice.....................................16
          Section 10.5. Time Periods.........................................16
          Section 10.6. Resignations.........................................16
          Section 10.7. Definitions..........................................16

ARTICLE XI Emergency Provisions..............................................16
          Section 11.1. General..............................................16
          Section 11.2. Unavailable Directors................................17
          Section 11.3. Authorized Number of Directors.......................17
          Section 11.4. Quorum...............................................17
          Section 11.5. Creation of Emergency Committee......................17
          Section 11.6. Constitution of Emergency Committee..................17
          Section 11.7. Powers of Emergency Committee........................18
          Section 11.8. Directors Becoming Available.........................18
          Section 11.9. Election of Board of Directors.......................18
          Section 11.10. Termination of Emergency Committee..................18
          Section 11.11. Nonexclusive Powers.................................18

ARTICLE XII Nonapplication of North Carolina Shareholder Protection Act and
             North Carolina Control Share Acquisition Act....................18
          Section 12.1.  North Carolina Shareholder Protection Act and
                          North Carolina Control Share Acquisition...........18


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ARTICLE XIII Amendments......................................................18
          Section 13.1. Amendments...........................................18




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                                    BY-LAWS
                                      OF
                            DUKE ENERGY CORPORATION

                       (As Amended to December 20, 2000)


                                   ARTICLE I

                                    Offices

Section 1.1.  Principal Office.  The principal office of the Corporation shall
be located in Charlotte, North Carolina.

Section 1.2.  Other Offices.  The Corporation may have such other offices
either within or without the State of North Carolina as the Board of Directors
may designate or as the business of the Corporation may from time to time
require.

                                  ARTICLE II

                           Meetings of Shareholders

Section 2.1.  Place of Meetings.  All meetings of shareholders shall be held
at such place either within or without the State of North Carolina as shall be
fixed by the Board of Directors and designated in the notice of the meeting.

Section 2.2.  Annual Meetings.  The annual meeting of shareholders for the
election of directors and for the transaction of such other business as may
properly come before the meeting shall be held on such date and at such time as
may be fixed by the Board of Directors.

Section 2.3.  Special Meetings.  Except as otherwise required by law and
subject to the rights of the holders of any class or series of stock having a
preference over the Common Stock as to dividends or upon liquidation, special
meetings of shareholders for any purpose or purposes may be called only by (i)
the Board of Directors pursuant to a resolution stating the purpose or purposes
thereof or (ii) by the Chairman of the Board of Directors.  No business other
than that stated in the notice shall be transacted at any special meeting.

Section 2.4.  Notice of Meetings.  Written, printed or electronically
transmitted notice, stating the place, day and hour of the meeting of
shareholders and the purpose or purposes for which the meeting is called, shall
be delivered by the Corporation not less than 10 calendar days nor more than 60
calendar days before the date of the meeting, either personally, by mail, or by
such other means as may be permitted by law to each shareholder of record
entitled to

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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 submitted to shareholders for approval 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 with postage thereon prepaid, correctly
addressed to the shareholder at such shareholder's address as it appears on the
stock transfer books of the Corporation.  If electronically transmitted, such
notice shall be deemed to be delivered when transmitted to the shareholder at
the electronic mail address most recently provided to the Corporation by the
shareholder, unless the Corporation has reason to believe that such transmission
is undeliverable at such address. Such further notice shall be given as may be
required by law. 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 or must not be 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 2.4 to persons who are
shareholders as of the new record date.

Section 2.5.  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 2.6.  Quorum.  Shares entitled to vote as a separate voting group may
take action on a matter at a meeting of shareholders only if a quorum of that
voting group exists.  Unless otherwise required by law, the Articles of
Incorporation or a By-Law adopted by the shareholders, 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.  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 the vote of a majority of the votes cast on the
motion to adjourn; and, subject to the provisions of Section 2.4, at any
adjourned meeting any business may be transacted that might have been transacted
at the original meeting if a quorum exists with respect to the matter proposed.

Section 2.7.  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, the vote of a majority of
shares voted on any matter at a meeting of shareholders at which a quorum is
present shall be the act of the shareholders on that matter, unless the vote of
a greater number is required by law or by the Articles of Incorporation.
Election of directors at all meetings of the shareholders at which directors are
to be elected shall be by ballot, and, subject to the rights of the holders of
any class of stock having a preference over the Common Stock as to dividends or
upon liquidation to elect directors under specified circumstances, those
nominees for election as directors

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who receive the highest number of votes at a meeting at which a quorum is
present up to the maximum number of directors to be elected at such meeting
shall be deemed to have been elected.

Section 2.8.  Proxies.  Shares may be voted either in person or by one or more
proxies authorized by an appointment of proxy given by the shareholder or by the
shareholder's duly authorized attorney-in-fact, in any manner provided by law,
including electronic or telephonic transmission. An appointment of proxy is
valid for 11 months from the date of its execution, unless a different period is
expressly provided in the appointment form.

Section 2.9.  Notice of Shareholder Business and Nominations.

(A)  Annual Meetings of Shareholders.  (1)  Nominations of persons for election
to the Board of Directors and the proposal of business to be considered by the
shareholders may be made at an annual meeting of shareholders (a) pursuant to
the Corporation's notice of meeting pursuant to Section 2.4 of these By-Laws,
(b) by or at the direction of the Board of Directors, or (c) by any shareholder
of the Corporation who was a shareholder of record at the time of giving of
notice provided for in this By-Law, who is entitled to vote at the meeting and
who complies with the notice procedures set forth in this By-Law.

(2)  For nominations or other business to be properly brought before an annual
meeting by a shareholder pursuant to clause (c) of paragraph (A)(1) of this By-
Law, the shareholder must have given timely notice thereof in writing to the
Secretary of the Corporation. To be timely, a shareholder's notice shall be
delivered to the Secretary at the principal executive offices of the Corporation
not later than the close of business on the 90th calendar day nor earlier than
the close of business on the 120th calendar day prior to the first anniversary
of the preceding year's annual meeting; provided, however, that in the event
that the date of the annual meeting is more than 30 calendar days before or more
than 60 calendar days after such anniversary date, notice by the shareholder to
be timely must be so delivered not earlier than the close of business on the
120th calendar day prior to such annual meeting and not later than the close of
business on the later of the 90th calendar day prior to such annual meeting or
the 10th calendar day following the calendar day on which public announcement of
the date of such meeting is first made by the Corporation. In no event shall the
public announcement of an adjournment of an annual meeting of shareholders
commence a new time period for the giving of a shareholder's notice as described
above. Such shareholder's notice shall set forth (a) as to each person whom the
shareholder proposes to nominate for election or reelection as a director all
information relating to such person that is required to be disclosed in
solicitations of proxies for election of directors in an election contest, or is
otherwise required, in each case pursuant to Regulation 14A under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and Rule 14a-11
thereunder (including such person's written consent to being named in the proxy
statement as a nominee and to serving as a director if elected); (b) as to any
other business that the shareholder proposes to bring before the meeting, a
brief description of the business desired to be brought before the meeting, the
reasons for conducting such business at

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the meeting and any material interest in such business of such shareholder and
the beneficial owner, if any, on whose behalf the proposal is made; and as to
the shareholder giving the notice and the beneficial owner, if any, on whose
behalf the nomination or proposal is made (i) the name and address of such
shareholder, as they appear on the Corporation's books, and of such beneficial
owner and (ii) the class and number of shares of the Corporation which are owned
beneficially and of record by such shareholder and such beneficial owner.

(3)  Notwithstanding anything in the second sentence of paragraph (A)(2) of this
By-Law to the contrary, in the event that the number of directors to be elected
to the Board of Directors of the Corporation is increased and there is no public
announcement by the Corporation naming all of the nominees for director or
specifying the size of the increased Board of Directors at least 100 calendar
days prior to the first anniversary of the preceding year's annual meeting of
shareholders, a shareholder's notice required by this By-Law shall also be
considered timely, but only with respect to nominees for any new positions
created by such increase, if it shall be delivered to the Secretary at the
principal executive offices of the Corporation not later than the close of
business on the 10th calendar day following the day on which such public
announcement is first made by the Corporation.

(B)  Special Meetings of Shareholders.  Only such business shall be conducted at
a special meeting of shareholders as shall have been brought before the meeting
pursuant to the Corporation's notice of meeting under Section 2.4 of these By-
Laws. Nominations of persons for election to the Board of Directors may be made
at a special meeting of shareholders at which directors are to be elected
pursuant to the Corporation's notice of meeting (a) by or at the direction of
the Board of Directors, or (b) provided that the Board of Directors has
determined that directors shall be elected at such meeting, by any shareholder
of the Corporation who is a shareholder of record at the time of giving of
notice provided for in this By-Law, who shall be entitled to vote at the meeting
and who complies with the notice procedures set forth in this By-Law. In the
event the Corporation calls a special meeting of shareholders for the purpose of
electing one or more directors to the Board of Directors, any shareholder may
nominate a person or persons (as the case may be) for election to such
position(s) as specified in the Corporation's notice of meeting pursuant to such
clause (b), if the shareholder's notice required by paragraph (A)(2) of this By-
Law shall be delivered to the Secretary at the principal executive offices of
the Corporation not earlier than the close of business on the 120th calendar day
prior to such special meeting and not later than the close of business on the
later of the 90th calendar day prior to such special meeting or the 10th
calendar day following the day on which public announcement is first made of the
date of such special meeting and of the nominees proposed by the Board of
Directors to be elected at such meeting. In no event shall the public
announcement of an adjournment of a special meeting of shareholders commence a
new time period for the giving of a shareholder's notice as described above.

(C)  General.  (1)  Only such persons who are nominated in accordance with the
procedures set forth in this By-Law shall be eligible to serve as directors and
only such business shall be conducted at a meeting of shareholders as shall have
been brought

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before the meeting in accordance with the procedures set forth in this By-Law.
Except as otherwise provided by law, the Articles of Incorporation or these By-
Laws, the chairman of the meeting shall have the power and duty to determine
whether a nomination or any business proposed to be brought before the meeting
was made or proposed, as the case may be, in accordance with the procedures set
forth in this By-Law and, if any proposed nomination or business is not in
compliance with this By-Law, to declare that such defective proposal or
nomination shall be disregarded.

(2)  For purposes of this By-Law, "public announcement" shall mean disclosure in
a press release reported by the Dow Jones News Service, Associated Press or
comparable national news service or in a document publicly filed by the
Corporation with the Securities and Exchange Commission pursuant to Section 13,
14 or 15(d) of the Exchange Act.

(3)  Notwithstanding the foregoing provisions of this By-Law, a shareholder
shall also comply with all applicable requirements of the Exchange Act and the
rules and regulations thereunder with respect to the matters set forth in this
By-Law. Nothing in this By-Law shall be deemed to affect any rights (i) of
shareholders to request inclusion of proposals in the Corporation's proxy
statement pursuant to Rule 14a-8 under the Exchange Act or (ii) of the holders
of any class or series of stock having a preference over the Common Stock as to
dividends or upon liquidation to elect directors under specified circumstances.

Section 2.10.  Conduct of Meetings.  The Board of Directors may to the extent
not prohibited by law adopt such rules and regulations for the conduct of the
meeting of shareholders as it shall deem appropriate.  Except to the extent
inconsistent with such rules and regulations as adopted by the Board of
Directors, the chairman of any meeting of shareholders shall have the right and
authority to prescribe such rules, regulations and procedures and to do all such
acts as, in the judgment of such chairman, are appropriate for the proper
conduct of the meeting.  Such rules, regulations or procedures, whether adopted
by the Board of Directors or prescribed by the chairman of the meeting, may to
the extent not prohibited by law include, without limitation, the following: (i)
the establishment of an agenda or order of business for the meeting; (ii) rules
and procedures for maintaining order at the meeting and the safety of those
present; (iii) limitations on attendance at or participation in the meeting to
shareholders of record of the Corporation, their duly authorized and constituted
proxies or such other persons as the chairman of the meeting shall determine;
(iv) restrictions on entry to the meeting after the time fixed for the
commencement thereof; and (v) limitations on the time allotted to questions or
comments by participants.  The date and time of the opening and the closing of
the polls for each matter upon which the shareholders will vote at a meeting
shall be announced at the meeting by the person presiding over the meeting.
Unless, and to the extent, determined by the Board of Directors or the chairman
of the meeting, meetings of shareholders shall not be required to be held in
accordance with the rules of parliamentary procedure.

Section 2.11.  Inspectors of Elections.  The Board of Directors may appoint,
or may authorize the Chairman of the Board to appoint, one or more inspectors,
which inspector

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or inspectors may include individuals who serve the Corporation in other
capacities, including, without limitation, as officers, employees, agents or
representatives, to act at the meetings of shareholders and make a written
report thereof. If no inspector has been appointed to act or is able to act at a
meeting of shareholders, the chairman of the meeting shall appoint one or more
inspectors to act at the meeting. Each inspector, before discharging such
person's duties, shall take and sign an oath faithfully to execute the duties of
inspector with strict impartiality and according to the best of such person's
ability. The inspectors shall, by majority vote, resolve all questions regarding
voting of shares, including the shares represented at the meeting, the
qualification of voters, the validity of proxies, the existence of a quorum as
to any voting group, and the acceptance, rejection and tabulation of votes.

Section 2.12.  Shareholders' List.  Before each meeting of shareholders, the
Secretary of the Corporation shall prepare an alphabetical list of the
shareholders entitled to notice of such 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 list
shall be kept on file at the principal office of the Corporation, or at a place
identified in the meeting notice in the city where the meeting will be held, for
the period beginning two business days after notice of the meeting is given and
continuing through the meeting, and shall be available for inspection on written
demand by any shareholder, personally or by or with such shareholder's
representative, at any time during regular business hours.  The list shall also
be available at the meeting and shall be subject to inspection on written demand
by any shareholder, personally or by or with such shareholder's representative,
at any time during the meeting or any adjournment thereof.

                                  ARTICLE III

                              Board of Directors

Section 3.1.  General Powers.  The business and affairs of the Corporation
shall be managed under the direction of the Board of Directors.  In addition to
the powers and authorities by these By-Laws expressly conferred upon them, the
Board of Directors may exercise all such powers of the Corporation and do all
such lawful acts and things as are not by statute or by the Articles of
Incorporation or by these By-Laws required to be exercised or done by the
shareholders.

Section 3.2.  Number and Qualifications.  The number of directors constituting
the Board of Directors shall be not less than twelve nor more than twenty-four,
as may be fixed from time to time by the Board of Directors.  A director must be
a shareholder of the Corporation.

Section 3.3.  Election of Directors; Classes.  The directors, other than those
who may be elected by the holders of any class of stock having a preference over
the Common Stock as to dividends or upon liquidation to elect directors under
specified circumstances, shall be classified, with respect to the time for which
they severally hold office into three classes, as nearly equal in number as
possible.  Such classes shall originally consist of

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one class (Class I) of seven directors who shall be elected at the annual
meeting of shareholders held in 1991 for a term expiring at the annual meeting
of shareholders held in 1992; a second class (Class II) of six directors who
shall be elected at the annual meeting of shareholders held in 1991 for a term
expiring at the annual meeting of shareholders to be held in 1993; and a third
class (Class III) of six directors who shall be elected at the annual meeting of
shareholders held in 1991 for a term expiring at the annual meeting of
shareholders to be held in 1994; with each class to hold office until its
successor is elected and qualified. The Board of Directors shall increase or
decrease the number of directors in one or more classes as may be appropriate
whenever it increases or decreases the number of directors pursuant to the
Articles of Incorporation and Section 3.2 of these By-Laws, in order to ensure
that the three classes shall be as nearly equal in number as possible. At each
annual meeting of shareholders, the successors of the class of directors whose
term expires at that meeting shall be elected to hold office for a term expiring
at the annual meeting of shareholders held in the third year following the year
of their election.

Section 3.4.  Removal.  Subject to the rights of any class of stock having a
preference over the Common Stock as to dividends or upon liquidation to elect
directors under specified circumstances, a director may be removed from office
only with cause.  "Cause" for removal of a director under this Section 3.4 means
fraudulent or dishonest acts, or gross abuse of authority in the discharge of
duties to the Corporation, and must be established after written notice of
specific charges and an opportunity to meet and refute such charges.

Section 3.5.  Newly Created Directorships; Vacancies.  Except as may be
otherwise provided for or fixed by or pursuant to any provisions of the Articles
of Incorporation relating to the rights of the holders of any class of stock
having a preference over the Common Stock as to dividends or upon liquidation to
elect directors under specified circumstances, newly created directorships
resulting from any increase in the number of directors and any vacancies on the
Board of Directors resulting from death, resignation, disqualification, removal
or other cause shall be filled only by the affirmative vote of a majority of the
remaining directors then in office, even though less than a quorum of the Board
of Directors.  Any director elected in accordance with the preceding sentence
shall hold office until the expiration of the full term of the class for which
such director is elected and until such director's successor shall have been
elected and qualified.  No decrease in the number of directors constituting the
Board of Directors shall shorten the term of any incumbent director.

Section 3.6.  Compensation of Directors.  Directors, as such, may receive,
pursuant to resolution of the Board of Directors, fixed fees and other
compensation for their services as directors, including, without limitation,
their services as members of committees of the Board of Directors.

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                                  ARTICLE IV

                             Meetings of Directors

Section 4.1.  Regular Meetings.  A regular meeting of the Board of Directors
shall be held without other notice than this By-Law as soon as practicable after
the annual meeting of shareholders.  The Board of Directors may, by resolution,
provide the time and place for the holding of additional regular meetings
without other notice than such resolution.

Section 4.2.  Special Meetings.  Special meetings of the Board of Directors
shall be called at the request of the Chairman of the Board or a majority of the
Board of Directors then in office.  The person or persons authorized to call
special meetings of the Board of Directors may fix the place and time of the
meetings.

Section 4.3.  Notice.  Notice of any special meeting of directors shall be
given to each director at such director's business or residence in writing by
hand delivery, first-class or overnight mail or courier service, facsimile
transmission or orally by telephone.  If mailed by first-class mail, such notice
shall be deemed adequately delivered when deposited in the United States mails
so addressed, with postage thereon prepaid, at least 5 calendar days before such
meeting.  If by overnight mail or courier service, such notice shall be deemed
adequately delivered when the notice is delivered to the overnight mail or
courier service company at least 24 hours before such meeting.  If by facsimile
transmission, such notice shall be deemed adequately delivered when the notice
is transmitted at least 12 hours before such meeting.  If by telephone or by
hand delivery, the notice shall be given at least 12 hours prior to the time set
for the meeting.  Neither the business to be transacted at, nor the purpose of,
any regular or special meeting of the Board of Directors need be specified in
the notice of such meeting.

Section 4.4.  Quorum and Manner of Acting.  Unless the Articles of
Incorporation or these By-Laws provide otherwise, a majority of the number of
directors fixed pursuant to these By-Laws shall constitute a quorum for the
transaction of business at any meeting of the Board of Directors.  Unless
required by law or the Articles of Incorporation or these By-Laws provide
otherwise, the affirmative vote of a majority of the directors present at a
meeting at which a quorum is present shall be the act of the Board of Directors.

Section 4.5.  Action by Consent of Board of Directors.  Any action required or
permitted to be taken at any meeting of the Board of Directors may be taken
without a meeting if all members of the Board of Directors consent thereto in
writing, whether before or after such action, and the writing or writings are
included with the minutes or filed with the corporate records.

Section 4.6.  Conference Telephone Meetings.  Members of the Board of
Directors may participate in a meeting of the Board of Directors by means of
conference telephone or similar communications equipment by means of which all
persons participating in the

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meeting can hear each other, and such participation in a meeting shall
constitute presence in person at such meeting.

                                   ARTICLE V

                     Committees of the Board of Directors

Section 5.1.  Committees and Powers.  The Board of Directors may designate one
or more Committees of the Board of Directors, which shall consist of two or
more directors of the Corporation.  Any such Committee may to the extent
permitted by law exercise such powers and shall have such responsibilities as
shall be specified in the designating resolution.  A Committee of the Board may
not (i) authorize distributions; (ii) approve, or propose to shareholders,
action that is required by law to be approved by shareholders; (iii) fill
vacancies on the Board of Directors or on any of its Committees; (iv) amend the
Articles of Incorporation; (v) adopt, amend or repeal By-Laws; (vi) approve a
plan of merger not requiring shareholder approval; (vii) authorize or approve
reacquisition of shares, except according to a formula or method prescribed by
the Board of Directors; or (viii) authorize or approve the issuance or sale or
contract for the sale of shares, or determine the designation and relative
rights, preferences and limitations of a class or series of shares, except
within limits specifically prescribed by the Board of Directors.  The Board of
Directors shall have power at any time to fill vacancies in, to change the
membership of, or to dissolve any such Committee.  Nothing herein shall be
deemed to prevent the Board of Directors from appointing one or more Committees
consisting in whole or in part of persons who are not directors of the
Corporation; provided, however, that no such Committee shall have or may
exercise any authority of the Board of Directors.

Section 5.2.  Quorum and Manner of Acting.  Each Committee shall keep written
minutes of its proceedings and shall report such proceedings to the Board when
required.  A majority of the members of a Committee of the Board of Directors
shall be necessary to constitute a quorum and the affirmative vote of the
majority of the members present at a meeting at which a quorum is present shall
be necessary to constitute action by the Committee.  A Committee may also act
by the written consent of all members thereof although not convened in a
meeting provided that such written consent is filed with the Minute Books of
the Committee.

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Section 5.3.  Meetings and Notice.  Each Committee shall fix the time and place
of its meetings, unless the Board of Directors shall otherwise provide.  Notice
of meetings of any Committee shall be given to each member of the Committee in
the manner provided for in Section 4.3 of these By-Laws.


                                  ARTICLE VI

                                   Officers

Section 6.1.  Elected Officers.  The elected officers of the Corporation shall
be a Chairman of the Board, a President, a Secretary, a Treasurer, a Controller
and such other officers (including, without limitation, Executive Vice
Presidents and Senior Vice Presidents and Vice Presidents) as the Board of
Directors may deem proper.  The Chairman of the Board shall be chosen from among
the directors.  Elected officers shall have such powers and duties as generally
pertain to their respective offices, subject to the specific provisions of this
Article VI.  Such officers shall also have such powers and duties as from time
to time may be conferred by the Board of Directors or by any committee thereof.
The Board of Directors or the Chief Executive Officer may from time to time
appoint such other officers (including one or more Vice Presidents, Assistant
Secretaries and Assistant Treasurers), as may be necessary or desirable for the
conduct of the business of the Corporation. Such other officers and agents shall
have such duties and shall hold their offices for such terms as shall be
provided in these By-Laws or, to the extent consistent with these By-Laws, as
may be prescribed by the Board of Directors or the Chief Executive Officer. The
Executive Officers of the Corporation shall consist of the members of the Policy
Committee of the Corporation, the Controller, the Chief Financial Officer, the
Secretary, the Treasurer, and such other officers as the Board of Directors may
designate as Executive Officers from time to time.

Section 6.2.  Election and Term of Office.  Executive Officers of the
Corporation shall be elected by the Board of Directors at the regular meeting of
the Board of Directors held after the annual meeting of shareholders and at such
other times as the Board of Directors may deem necessary. If the election of
officers shall not be held at such meeting, such election shall be held as soon
thereafter as practicable. Officers who are not Executive Officers may be
elected from time to time by the Board of Directors or appointed by the Chief
Executive Officer. Each officer shall hold office until such person's successor
shall have been duly elected and shall have qualified or until such person's
death or until he or she shall resign or shall be removed pursuant to Section
6.10.

Section 6.3.  Chairman of the Board and Chief Executive Officer.  The Chairman
of the Board shall be the Chief Executive Officer of the Corporation and shall
be responsible for the general management of the affairs of the Corporation and
shall perform all duties incidental to such person's office which may be
required by law and all such other duties as are properly required of the
Chairman of the Board by the Board of Directors.  The Chairman of the Board
shall preside at all meetings of shareholders and of the Board of Directors and
shall make reports to the Board of Directors and the shareholders, and shall see
that all orders and resolutions of the Board of Directors and of any committee
thereof are carried into effect.  The Chairman of the Board may also serve as
President, if so elected by the Board.

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Section 6.4.  President.  The President shall act in a general executive
capacity and shall assist the Chairman of the Board in the administration and
operation of the Corporation's business and general supervision of its policies
and affairs.  The President shall in the absence of or because of the inability
to act of the Chairman of the Board, perform all duties of the Chairman of the
Board and preside at all meetings of shareholders and of the Board of Directors.

Section 6.5.  Vice Presidents.  The Executive Vice Presidents, the Senior Vice
Presidents and the Vice Presidents shall have such powers and duties as may be
prescribed for them, respectively, by the Board of Directors or the Chairman of
the Board.  Each of such officers shall report to the Chairman of the Board or
such other officer as the Chairman of the Board shall direct.

Section 6.6.  Secretary.  The Secretary shall attend all meetings of the
shareholders and of the Board of Directors, shall keep a true and faithful
record thereof in proper books and shall have the custody and care of the
corporate seal, records, minute books and stock books of the Corporation and of
such other books and papers as in the practical business operations of the
Corporation shall naturally belong in the office or custody of the Secretary or
as shall be placed in the Secretary's custody by order of the Board of
Directors.  The Secretary shall keep a suitable record of the addresses of
shareholders and shall, except as may be otherwise required by statute or these
By-Laws, sign and issue all notices required for meetings of shareholders or
of the Board of Directors.  The Secretary shall sign all papers to which the
Secretary's signature may be necessary or appropriate, shall affix and attest
the seal of the Corporation to all instruments requiring the seal, shall have
the authority to certify the By-Laws, resolutions of the shareholders and Board
of Directors and other documents of the Corporation as true and correct copies
thereof and shall have such other powers and duties as are commonly incidental
to the office of Secretary and as may be prescribed by the Board of Directors
or the Chairman of the Board.

Section 6.7.  Treasurer.  The Treasurer shall have charge of and supervision
over and be responsible for the funds, securities, receipts and disbursements of
the Corporation; cause the moneys and other valuable effects of the Corporation
to be deposited in the name and to the credit of the Corporation in such banks
or trust companies or with such bankers or other depositories as shall be
selected in accordance with resolutions adopted by the Board of Directors; cause
the funds of the Corporation to be disbursed by checks or drafts upon the
authorized depositories of the Corporation, and cause to be taken and preserved
proper vouchers for all moneys disbursed; render to the proper officers and to
the Board of Directors and the Finance Committee, whenever requested, a
statement of the financial condition of the Corporation and of all his or her
transactions as Treasurer; cause to be kept at the principal executive offices
of the Corporation correct books of account of all its business and
transactions; and, in general, perform all duties incident to the office of
Treasurer and such other duties as are given to him or her by the By-Laws or
as may be assigned to him or her by the Chairman of the Board or the Board of
Directors.

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Section 6.8.  Controller.  The Controller shall be the chief accounting
officer of the Corporation; shall keep full and accurate accounts of all assets,
liabilities, commitments, revenues, costs and expenses, and other financial
transactions of the Corporation in books belonging to the Corporation, and
conform them to sound accounting principles with adequate internal control;
shall cause regular audits of these books and records to be made; shall see that
all expenditures are made in accordance with procedures duly established, from
time to time, by the Corporation; shall render financial statements upon the
request of the Board of Directors; and, in general, shall perform all the duties
ordinarily connected with the office of Controller and such other duties as may
be assigned to him or her by the Chairman of the Board or the Board of
Directors.

Section 6.9.  Assistant Secretaries, Assistant Treasurers and Assistant
Controllers.  Assistant Secretaries, Assistant Treasurers and Assistant
Controllers, when elected or appointed, shall respectively assist the Secretary,
the Treasurer and the Controller in the performance of the respective duties
assigned to such principal officers, and in assisting such principal officer,
each of such assistant officers shall for such purpose have the powers of such
principal officer; and, in case of the absence, disability, death, resignation
or removal from office of any principal officer, such principal officer's duties
shall, except as otherwise ordered by the Board of Directors, temporarily
devolve upon such assistant officer as shall be designated by the Chairman of
the Board.

Section 6.10.  Removal.  Any officer or agent may be removed by the affirmative
vote of a majority of the directors then in office whenever, in their judgment,
the best interests of the Corporation would be served thereby.  In addition, any
officer or agent appointed by the Chief Executive Officer may be removed by the
Chief Executive Officer whenever, in his or her judgment, the best interests of
the Corporation would be served thereby. Any removal shall be without prejudice
to the contract rights, if any, of the person so removed.

Section 6.11.  Vacancies.  A newly created elected office and a vacancy in any
elected office because of death, resignation or removal may be filled by the
Board of Directors for the unexpired portion of the term at any meeting of the
Board of Directors.  Any vacancy in an office appointed by the Chief Executive
Officer because of death, resignation or removal may be filled by the Chief
Executive Officer.

                                  ARTICLE VII

                       Stock Certificates and Transfers

Section 7.1.  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 required
by law and as determined by the Board of Directors.  Certificates shall be
signed, either manually or in facsimile, by the Chairman of the Board, the
President or a Vice President and by the Secretary or Treasurer or an Assistant
Secretary or an Assistant Treasurer.  In case any officer or officers who shall

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have signed, or whose facsimile signature or signatures shall have been used on,
any such certificate or certificates shall cease to be such officer or officers
of the Corporation, whether because of death, resignation or otherwise, before
such certificate or certificates shall have been delivered by the Corporation,
such certificate or certificates may nevertheless be adopted by the Corporation
and be issued and delivered as though the person or persons who signed such
certificate or certificates or whose facsimile signature or signatures shall
have been used thereon had not ceased to be such officer or officers of the
Corporation and the issuance and delivery of any such certificate or
certificates shall be conclusive evidence of such adoption.  All certificates
for shares shall be consecutively numbered or otherwise identified and entered
into 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 such shareholder.  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 7.2.  Share Transfer Records.  The Corporation shall maintain share
transfer records, containing the name and address of each shareholder of record
and the number and class or series of shares held by such shareholder.
Transfers of shares of the Corporation shall be made only on the share transfer
records of the Corporation by the holder of record thereof or by a duly
authorized agent, transferee or legal representative and only upon surrender for
cancellation of the certificate for such shares (if the shares are represented
by certificates).

Section 7.3.  Lost, Stolen or Destroyed Certificates.  No certificate for
shares of stock in the Corporation shall be issued in place of any certificate
alleged to have been lost, destroyed or stolen, except on production of such
evidence of such loss, destruction or theft and on delivery to the Corporation
of a bond of indemnity in such amount, upon such terms and secured by such
surety, as the Board of Directors or any financial officer may in its or such
person's discretion require.  A new certificate may be issued without requiring
any bond if the Board of Directors or such financial officer so determines.

Section 7.4.  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 meeting of shareholders, to vote or to take
any other action.  Such record date may not be more than 70 days before the
meeting or action requiring a determination of shareholders.  A determination of
shareholders entitled to notice of or to vote at a meeting of shareholders 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

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<PAGE>

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 7.5.  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 exclusively entitled to
receive notification and distributions, to vote and to otherwise exercise the
rights, powers and privileges of ownership of such shares.

                                 ARTICLE VIII

              Contracts, Checks and Drafts, Deposits and Proxies

Section 8.1.  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 8.2.  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 the Board of Directors.

Section 8.3.  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 may be selected by or under the authority of the Board of
Directors.

Section 8.4.  Proxies.  Unless otherwise provided by the Board of Directors,
the Chairman of the Board, the President or any Executive Vice President, Senior
Vice President or Vice President may from time to time appoint an attorney or
attorneys or agent or agents of the Corporation, in the name and on behalf of
the Corporation, to cast the votes which the Corporation may be entitled to cast
as the holder of stock or other securities in any other corporation, any of
whose stock or other securities may be held by the Corporation, at meetings of
the holders of the stock or other securities of such other corporation, or to
consent in writing, in the name of the Corporation as such holder, to any action
by such other corporation, and may instruct the person or persons so appointed
as to the manner of casting such votes or giving such consent, and may execute
or cause to be executed in the name and on behalf of the Corporation and under
its corporate seal or otherwise, all such written proxies or other instruments
as he or she may deem necessary or proper in the premises.

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                                  ARTICLE IX

                                Indemnification

Section 9.1.  Indemnification.  Any person who is or was serving as a
director, officer, employee or agent of the Corporation or who, at the request
of the Corporation, is or was serving as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other enterprise or
as a trustee or administrator under an employee benefit plan, shall be
indemnified by the Corporation, to the fullest extent permitted by law, against
(a) litigation expenses, including costs, expenses and reasonable attorneys'
fees incurred by any such person in connection with any threatened, pending or
completed action, suit or proceedings, whether civil, criminal, administrative
or investigative, whether formal or informal, and whether or not brought by or
on behalf of the Corporation, arising out of such person's status as such or
such person's activities in any of the foregoing capacities, (b) liability,
including payments made by such person in satisfaction of any judgment, money
decree, fine (including an excise tax assessed with respect to an employee
benefit plan), penalty or settlement for which such person may have become
liable in any such action, suit or proceeding, and (c) reasonable costs,
expenses and attorneys' fees incurred by such person in connection with the
enforcement of the indemnification rights provided herein.  Any person who is or
was serving in any of the foregoing capacities for or on behalf of the
Corporation shall be conclusively deemed to be doing or to have done so in
reliance upon, and as consideration for, the indemnification rights provided
herein.

Any such litigation expenses shall be paid by the Corporation in advance of the
final disposition of any action, suit or proceeding upon receipt of an unsecured
written promise by or on behalf of any such person to repay such amount unless
it shall ultimately be determined that such person is entitled to be indemnified
by the Corporation against such expenses.

The rights of indemnification provided herein (which shall be deemed to be a
contract between any such person and the Corporation enforceable on the part of
such person notwithstanding any subsequent amendment or repeal of this By-Law)
shall inure to the benefit of the estates or legal representatives of any such
person and shall not be exclusive of any other rights to which such person may
be entitled apart from this By-Law, by contract, resolution or otherwise.

                                   ARTICLE X

                                 Miscellaneous

Section 10.1.  Fiscal Year.  The fiscal year of the Corporation shall begin on
the first day of January in each year and shall end on the thirty-first day of
December of such year.

Section 10.2.  Distributions.  The Board of Directors may from time to time
authorize,

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and the Corporation may grant, distributions and share dividends to its
shareholders pursuant to law and subject to the provisions of the Articles of
Incorporation.

Section 10.3.  Seal.  The corporate seal of the Corporation shall be circular
in form and shall consist of two concentric circles between which is the name of
the Corporation and the location of its principal office and in the center of
which is inscribed the word "SEAL."  The corporate seal may be used by causing
it or a facsimile thereof to be impressed or reproduced or otherwise.

Section 10.4.  Waiver of Notice.  Whenever any notice is required to be given
to any shareholder or director of the Corporation under the provisions of the
North Carolina Business Corporation Law or these By-Laws, a waiver thereof in
writing, signed by the person or persons entitled to such notice, whether before
or after the time stated therein, shall be deemed equivalent to the giving of
such notice.  Neither the business to be transacted at, nor the purpose of, any
annual or special meeting of the shareholders or the Board of Directors or
committee thereof need be specified in any waiver of notice of such meeting.

Section 10.5.  Time Periods.  In applying any provision of these By-Laws which
requires that an act be done or not be done a specified number of days prior to
an event or that an act be done during a period of a specified number of days
prior to an event, calendar days shall be used, the day of the doing of the act
shall be excluded, and the day of the event shall be included.

Section 10.6.  Resignations.  Any director or any officer, whether elected or
appointed, may resign at any time by giving written notice of such resignation
to the Chairman of the Board or the Secretary, and such resignation shall be
deemed to be effective when communicated unless the notice specifies a later
effective date.  No formal action shall be required on behalf of the Corporation
to make any such resignation effective.

Section 10.7.  Definitions.  Unless the context otherwise requires, terms used
in these By-Laws shall have the meanings assigned to them in the North Carolina
Business Corporation Act to the extent defined therein.

                                  ARTICLE XI

                             Emergency Provisions

Section 11.1.  General.  The provisions of this Article shall be operative only
during a national emergency declared by the President of the United States or
the person performing the President's functions, or in the event of a nuclear,
atomic or other attack on the United States or on a locality in which the
Corporation conducts its principal business or customarily holds meetings of its
Board of Directors or its shareholders, or during the existence of any other
catastrophic event or similar emergency, as a result of which a quorum of the
Board of Directors cannot readily be assembled for action.  Said provisions in
such event shall override all other By-Laws of the Corporation in conflict with

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any provisions of this Article, and shall remain operative during such
emergency, but thereafter shall be inoperative; provided that all actions taken
in good faith pursuant to such provisions shall thereafter remain in full force
and effect unless and until revoked by action taken pursuant to the provisions
of the By-Laws other than those contained in this Article.

Section 11.2.  Unavailable Directors.  All directors of the Corporation who
are not available to perform their duties as directors by reason of physical or
mental incapacity or for any other reason or who are unwilling to perform their
duties or whose whereabouts are unknown shall automatically cease to be
directors, with like effect as if such persons had resigned as directors, so
long as such unavailability continues.

Section 11.3.  Authorized Number of Directors.  The authorized number of
directors shall be the number of directors remaining after eliminating those who
have ceased to be directors pursuant to Section 11.2, or the minimum number
required by law, whichever number is greater.

Section 11.4.  Quorum.  The number of directors necessary to constitute a
quorum shall be one-third of the authorized number of directors as specified in
Section 11.3, or such other minimum number as, pursuant to the law or lawful
decree then in force, it is possible for the by-laws of a corporation to
specify.

Section 11.5.  Creation of Emergency Committee.  In the event the number of
directors remaining after eliminating those who have ceased to be directors
pursuant to Section 11.2 is less than the minimum number of authorized directors
required by law, then until the appointment of additional directors to make up
such required minimum, all the powers and authorities which the Board of
Directors could by law delegate, including all powers and authorities which the
Board of Directors could delegate to a committee, shall be automatically vested
in an emergency committee, and the emergency committee shall thereafter manage
the affairs of the Corporation pursuant to such powers and authorities and shall
have all other powers and authorities as may by law or lawful decree be
conferred on any person or body of persons during a period of emergency.

Section 11.6.  Constitution of Emergency Committee.  The emergency committee
shall consist of all the directors remaining after eliminating those who have
ceased to be directors pursuant to Section 11.2, provided that such remaining
directors are not less than three in number.  In the event such remaining
directors are less than three in number, the emergency committee shall consist
of three persons, who shall be the remaining director or directors and either
one or two officers or employees of the Corporation, as the remaining director
or directors may in writing designate.  If there is no remaining director, the
emergency committee shall consist of the three most senior officers of the
Corporation who are available to serve, and if and to the extent that officers
are not available, the most senior employees of the Corporation.  Seniority
shall be determined in accordance with any designation of seniority in the
minutes of the proceedings of the Board of Directors, and in the absence of such
designation, shall be determined by rate of remuneration.

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<PAGE>

Section 11.7.  Powers of Emergency Committee.  The emergency committee, once
appointed, shall govern its own procedures and shall have power to increase the
number of members thereof beyond the original number, and in the event of a
vacancy or vacancies therein, arising at any time, the remaining member or
members of the emergency committee shall have the power to fill such vacancy or
vacancies.  In the event at any time after its appointment all members of the
emergency committee shall die or resign or become unavailable to act for any
reason whatsoever, a new emergency committee shall be appointed in accordance
with the foregoing provisions of this Article 11.

Section 11.8.  Directors Becoming Available.  Any person who has ceased to be
a director pursuant to the provisions of Section 11.2 and who thereafter becomes
available to serve as a director shall automatically become a member of the
emergency committee.

Section 11.9.  Election of Board of Directors.  The emergency committee shall,
as soon after its appointment as is practicable, take all requisite action to
secure the election of a board of directors, and upon such election all the
powers and authorities of the emergency committee shall cease.

Section 11.10.  Termination of Emergency Committee.  In the event, after the
appointment of an emergency committee, a sufficient number of persons who ceased
to be directors pursuant to Section 11.2 become available to serve as directors,
so that if they had not ceased to be directors as aforesaid, there would be
sufficient directors to constitute the minimum number of directors required by
law, then all such persons shall automatically be deemed to be reappointed as
directors and the powers and authorities of the emergency committee shall
terminate.

Section 11.11.   Nonexclusive Powers.  The emergency powers provided in this
Article 11 shall be in addition to any powers provided by law.

                                  ARTICLE XII

                              Nonapplication of
                North Carolina Shareholder Protection Act and
                 North Carolina Control Share Acquisition Act

Section 12.1.  North Carolina Shareholder Protection Act and North Carolina
Control Share Acquisition Act. The provisions of Article 9 and Article 9A of the
North Carolina Business Corporation Act entitled "The North Carolina Shareholder
Protection Act" and "The North Carolina Control Share Acquisition Act,"
respectively, as presently enacted or hereafter amended, shall not be applicable
to the Corporation.

                                  ARTICLE XIII

                                  Amendments


Section 13.1.  Amendments. Except as required by law or as otherwise provided in
the Articles of Incorporation or in a By-Law adopted by the shareholders, these
By-Laws may be amended or repealed and new By-Laws may be adopted by the Board
of Directors. No By-Law 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 By-Law adopted by the shareholders authorizes the Board of
Directors to adopt, amend or repeal that particular By-Law or the By-Laws
generally.




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