Exhibit 4.6



























EXHIBIT 4.6
























EXHIBIT 4.6





BYLAWS OF BB&T CORPORATION






As
Amended and Restated Effective April 28, 2004




ARTICLE I




Offices



1.
Principal Office: The principal office of the corporation shall be
located at 200 West Second Street, Winston-Salem, North Carolina, or at such
other place as the Board of Directors may fix from time to time.



2.
Registered Office: The corporation shall maintain a registered office or
registered offices at such place or places as may be required by applicable law.



3.
Other Offices: The corporation may have offices at such other places as
the Board of Directors may from time to time determine, or as the affairs of the
corporation may require.




ARTICLE II




Meetings
of Shareholders



1.
Place of Meetings: All meetings of shareholders shall be held at the
principal office of the corporation, or at such other place, either within or
without the State of North Carolina, as shall in each case be fixed by the
Chairman of the Board, the Chief Executive Officer, the President, the Chief
Operating Officer, the Secretary or the Board of Directors and designated in the
notice of the meeting.



2.
Annual Meetings: The annual meeting of shareholders shall be held on such
date and at such time as may be designated by the Chairman of the Board, the
Chief Executive Officer, the President, the Chief Operating Officer, the
Secretary or the Board of Directors for the purpose of the election of directors
and for the transaction of such other business as may properly come before the
meeting.



3.
Substitute Annual Meeting: If the annual meeting shall not be held on the
day designated by these bylaws, a substitute annual meeting may be called in
accordance with the provisions of this Article relating to special meetings. A
meeting so called shall be designated and treated for all purposes as the annual
meeting.



4.
Special Meetings: Special meetings of the shareholders may be called at
any time by the Chairman of the Board, the Chief Executive Officer, the
President, the Chief Operating Officer, the Secretary or the Board of Directors
of the corporation.







5.
Notice of Meetings:



          (a)
Written, printed or electronically transmitted notice of a meeting stating the
date, time and place of the meeting shall be delivered to each shareholder of
record entitled to vote at the meeting not fewer than 10 nor more than 60 days
before the date thereof, by or at the direction of the Chairman of the Board,
the Chief Executive Officer, the President, the Chief Operating Officer, the
Secretary or the Board of Directors. 



          (b)
In case of an annual or substitute annual meeting, the notice of meeting need
not specifically state the business to be transacted at the meeting, unless a
description of the matter is required by the provisions of applicable law. In
the case of a special meeting, the notice of meeting shall specifically state
the purpose or purposes for which the meeting is called. 



          (c)
When a meeting is adjourned for 120 days or more, notice of the adjourned
meeting shall be given as in the case of an original meeting. When a meeting is
adjourned for less than 120 days in any one adjournment, it is not necessary to
give any notice of the date, time and place of the adjourned meeting other than
by announcement at the meeting at which the adjournment is taken. 



6.
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
authorized pursuant to the articles of incorporation or specifically required by
applicable law.



7.
Quorum: Shares entitled to vote as a separate voting group may take
action on a matter at a meeting only if a quorum of that voting group exists
with respect to that matter. Unless otherwise required by the North Carolina
Business Corporation Act, the articles of incorporation or a bylaw adopted by
the shareholders, a majority of the votes entitled to be cast on a 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. If there is no quorum at the opening of a 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 at any adjourned
meeting at which a quorum is present, any business may be transacted which might
have been transacted at the original meeting. 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.



8.
Voting of Shares:



          (a)
Subject to any restrictions imposed pursuant to the articles of incorporation or
applicable law, each outstanding share having voting rights, regardless of
class, shall be entitled to one vote on each matter submitted to a vote at a
meeting of shareholders. 


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          (b)
If a quorum exists, action on a matter (other than the election of directors) by
a voting group is approved if the votes cast within the voting group favoring
the action exceed the votes cast opposing the action, unless a greater number of
affirmative votes is required by the North Carolina Business Corporation Act or
by the articles of incorporation or a bylaw adopted by the shareholders. Voting
on all matters properly presented at a meeting shall be by voice vote, unless
the chairman of the meeting determines otherwise. 



9.
Proxies: Shares may be voted either in person or by one or more proxies
authorized by a written appointment of proxy signed by the shareholder or his or
her duly authorized attorney-in-fact. In addition, (i) an appointment in the
form of an electronic record that bears the shareholder’s electronic
signature and that may be directly reproduced in paper form by an automated
process shall be deemed a valid appointment form, and (ii) the corporation may
permit a shareholder to appoint one or more proxies by any kind of telephonic
transmission, even if not accompanied by written communication, under
circumstances or together with information from which the corporation can
reasonably assume that the appointment was made or authorized by the
shareholder. 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.



10.
Notice of Shareholder Proposals and Nominees for Election as Directors:



          (a)
No business shall be transacted at a meeting of shareholders, except such
business as shall be (i) specified in the notice of meeting given as provided in
Section 5 of this Article, (ii) presented by or at the direction of the Board of
Directors, or (iii) otherwise brought before the meeting by a shareholder of
record entitled to vote at the meeting in compliance with the procedures set
forth in this Section 10. In addition to the requirements of any applicable law
with respect to any proposal presented by a shareholder for action at a meeting
of the shareholders of the corporation (including the requirements of the
Securities and Exchange Commission relating to shareholder proposals and
director nominees), and subject to the provisions of the North Carolina Business
Corporation Act as in effect from time to time, any shareholder desiring to
introduce any business before any meeting of the shareholders of the corporation
shall be required to deliver to the Secretary written notice containing the
information specified herein (i) in the case of an annual meeting, at least
60 days but no more than 90 days in advance of the first anniversary of the
notice date of the corporation’s proxy statement for the preceding
year’s annual meeting, and (ii) in the case of a special meeting, no
later than the tenth day following the notice date for such meeting. In the
event that the date of an annual meeting is advanced by more than 30 days or
delayed by more than 60 days from the first anniversary date of the preceding
year’s annual meeting, notice by a shareholder must be delivered no earlier
than the 90th day prior to such annual meeting and no later than the
later of the 60th day prior to such annual meeting or the tenth day
following the notice date for such meeting. The written notice required herein
shall, as to each matter the shareholder proposes to bring before the meeting,
contain the following information (in addition to any information required by
applicable law): (i) the name and address of the shareholder who intends to
present the proposal and the beneficial owner, if any, on whose behalf the
proposal is made; (ii) the number of shares of each class of capital stock owned
by the shareholder and such beneficial owner; (iii) a description of the
business proposed to be introduced to the shareholders; (iv) any material
interest, direct or indirect, which the shareholder or beneficial owner may have
in the business described in the notice; and (v) a representation that the
shareholder is a holder of record of shares of the corporation entitled to vote
at the meeting and intends to appear in person or by proxy at the meeting to
present the proposal. 


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          (b)
Only persons who are nominated in accordance with the provisions set forth in
these bylaws shall be eligible to be elected as directors at a meeting of
shareholders. Nominations of persons for election to the Board of Directors may
be made at such meeting of shareholders (i) by or at the direction of the Board
of Directors (or a properly authorized committee of the Board) or (ii) by any
shareholder who is a shareholder of record at the time of giving of notice
provided for in this Section 10, who shall be entitled to vote for the election
of directors at the meeting and who complies with the notice procedures set
forth in this Section 10. Any shareholder desiring to nominate a person for
election as a director of the corporation shall deliver to the Secretary a
written notice at such time and containing such information as set forth in
Section 10(a) of this Article, with such additional information in the notice
concerning the nominee for election as a director of the corporation as would be
required, pursuant to Regulation 14A under the Securities Exchange Act of 1934,
as amended (or any successor provision thereto), to be disclosed in the proxy
materials concerning all persons nominated (by the corporation or otherwise) for
election as a director of the corporation, as well as a consent signed by each
nominee to serve as a director if elected. 



          (c)
Failure of any shareholder to provide such notice in a timely and proper manner
as set forth in this Section 10 shall authorize the presiding officer at
the meeting of shareholders before which such business is proposed to be
introduced, or at which such nominee is proposed to be considered for election
as a director, to rule such proposal or nomination out of order and not proper
to be introduced or considered. 



11.
Conduct of Meetings:



          (a)
Unless determined otherwise by the Board of Directors, the Chief Executive
Officer of the corporation shall act as chairman at all meetings of shareholders
and the Secretary or an Assistant Secretary of the corporation shall act as
secretary at all meetings of shareholders. 



  
        (b)
The Board of Directors of the corporation may, to the extent not prohibited by
applicable law, establish such rules or regulations for the conduct of meetings
of shareholders as it shall deem necessary, appropriate or convenient. Subject
to such rules and regulations of the Board of Directors, if any, the chairman of
the meeting 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 necessary, appropriate or convenient for the proper conduct of the
meeting. Such rules, regulations and procedures, whether adopted by the Board or
the chairman of the meeting, may, to the extent not prohibited by applicable
law, include, without limitation, the following: (i) 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) rules and procedures
for dismissal of business not properly submitted (including but in no way
limited to matters described in Section 10 of this Article), (iv) limitations on
attendance at or participation in such meeting to shareholders of record of the
corporation and their duly authorized and constituted proxies and such other
persons as the chairman shall permit, (v) restrictions on entry to the meeting
after the time fixed for the commencement thereof, (vi) limitations on the time
allotted for questions or comments by participants and (vii) regulation of the
opening and closing of the polls for balloting and matters which are to be voted
on by ballot. 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 rules of parliamentary procedure. 


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12.
Inspector of Elections: The Board of Directors may appoint one or more
voting inspectors to act at any meeting of shareholders or any adjournment
thereof. If the Board does not make such appointment, or if their appointees or
any of them fail to appear or act at the meeting of shareholders, the chairman
of the meeting may appoint such inspector or inspectors to act at the meeting.



13.
Attendance by Electronic Means: If and to the extent authorized by the
Board, a shareholder or the shareholder’s proxy not physically present at a
shareholders meeting may attend the meeting by electronic or other means of
remote communication that allows the shareholder or proxy (i) to read or to hear
the meeting proceedings substantially concurrently as the proceedings occur,
(ii) to be read or to be heard substantially concurrently as the shareholder or
proxy communicates, and (iii) to vote on matters to which the shareholders or
proxy is entitled to vote.




ARTICLE
III




Directors



1.
General Powers: All corporate powers shall be exercised by or under the
authority of, and the business and affairs of the corporation shall be managed
under the direction of, the Board of Directors, except as otherwise provided by
applicable law or in the articles of incorporation.



2.
Number, Term and Qualification: The Board shall consist of not less than
three nor more than 30 members and the number of members shall be fixed and
determined from time to time by resolution of the majority of the full board or
by resolution of the shareholders at any meeting thereof, but the number of
directors shall not be less than three. The Board of Directors shall be divided
into three classes, each class to be as nearly equal in number
as-possible. At the annual meeting of stockholders in 1984, the
directors of one class shall be elected for a term of one year, the directors of
the second class shall be elected for a term of two years, and the directors of
the third class shall be elected for a term of three years. At each annual
meeting of the stockholders after the 1984 annual meeting, the successor of the
directors of the class whose terms expire in that year shall be elected to hold
office for a term of three years, so that the term of office of one class of
directors shall expire each year. Any director, upon reaching age seventy, shall
retire as a director without any further action by the shareholders or the Board
of Directors. Each director shall hold office until his death, resignation,
retirement, removal, disqualification, or his successor is elected and
qualified. If the size of the Board of Directors is increased, the new directors
elected in the year of the increase shall be elected to serve for terms of one,
two or three years such that the three classes shall remain equal or nearly
equal. Directors must possess the qualifications required of directors of
National Banks as set forth in the laws of the United States and the regulations
and rulings of the regulatory authorities supervising such National Banks.


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3.
Election of Directors: Except as provided in Section 5 of this
Article, directors are elected by the shareholders by a plurality of the votes
cast by the shares entitled to vote in the election at a meeting at which a
quorum is present.



4.
Removal: Directors may be removed from office only for cause and only by
a vote of shareholders holding a majority of the shares entitled to vote at an
election of directors.1 However, unless the entire board is removed,
an individual director may not be removed when the number of shares voting
against the proposal for removal would be sufficient to elect a director if such
shares could be voted cumulatively at an annual election. If any or all
directors are so removed, new directors may be elected at the same meeting.



5.
Vacancies: A vacancy occurring in the Board of Directors, including a
vacancy not filled by the shareholders and a vacancy created by an increase in
the number of directors, may be filled by a majority of the remaining directors
provided, however, that a majority of the full Board of Directors may not
increase the number of directors to a number which: (i) exceeds by more
than two the number of directors last fixed by shareholders where such number
was fifteen or less, and (ii) to a number which exceeds by more than four
the number of directors last fixed by shareholders where such number was sixteen
or more.



6.
Compensation: The Board of Directors may compensate directors for their
services as such and may provide for the payment of expenses incurred by the
directors in connection with such services.



7.
Executive Committee: The Board of Directors shall maintain an Executive
Committee composed of not less than three members of the Board, each of whom
shall be elected by a majority of the Board. The Executive Committee shall have
such powers and duties as may be stated in its charter or prescribed from time
to time by the Board, subject to any restrictions imposed by applicable law.
Without limiting the foregoing, to the extent permitted by applicable law and
authorized by the Board, the Executive Committee shall have and may exercise,
during the intervals between the meetings of the Board, all the powers and
authority of the Board in the management of the business and affairs of the
corporation.



8.
Audit Committee: The Board of Directors shall maintain an Audit Committee
composed of not less than three independent members of the Board, each of whom
shall be elected by a majority of the Board. The Audit Committee shall have such
powers and duties as may be stated in its charter or prescribed from time to
time by the Board, subject to any restrictions imposed by applicable law.



9.
Other Committees: The Board of Directors may establish a Compensation
Committee, a Nominating and Corporate Governance Committee and such other
committees of the Board as the Board shall determine. Each committee shall be
composed of not less than three members of the Board, each of whom shall be
elected by a majority of the Board. Each such committee shall have such powers
and duties as may be stated in such committee’s charter or prescribed from
time to time by the Board, subject to any restrictions imposed by applicable
law.





1 Superseded by N.C.G.S. Section
 55-8-08(a), which provides that the shareholders may remove directors with or
without cause unless the articles of incorporation provide that the directors
may be removed only for cause.



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10.
General Committee Matters: Each committee member serves at the pleasure
of the Board of Directors. The provisions in these bylaws governing meetings,
action without meetings, notice, waiver of notice, quorum and voting
requirements of the Board apply to committees of the Board established under
this Article.




ARTICLE IV




Meetings
of Directors



1.
Regular Meetings: A regular meeting of the Board of Directors shall be
held on the same date, and at the same place, as the annual meeting of
shareholders or at such other date, time and place as the Board of Directors
shall determine. In addition, the Board of Directors may provide for the date,
time and place for the holding of additional regular meetings, either within or
without the State of North Carolina, without notice. When any regular meeting of
the Board falls upon a holiday, the meeting shall be held on the next banking
business day unless the Board shall designate some other day.



2.
Special Meetings: Special meetings of the Board of Directors may be
called by the Chairman of the Board, the Chief Executive Officer, the President,
the Chief Operating Officer or the Secretary of the corporation, or at the
request of three or more directors. Each member of the Board of Directors shall
be given notice stating the date, time and place, by letter, electronic delivery
or in person, of each special meeting not less than one day before the meeting.
Such notice need not specify the purpose for which the meeting is called, unless
required by the North Carolina Business Corporation Act, the articles of
incorporation or the bylaws.



3.
Waiver of Notice: A director may waive notice of any meeting before or
after the date and time stated in the notice. The waiver must be in writing,
signed by the director entitled to the notice, and filed with the minutes or
corporate records. In addition, attendance at or participation by a director at
a meeting shall constitute a waiver of notice of such meeting, unless the
director at the beginning of the meeting (or promptly upon his or her arrival)
objects to holding the meeting or transacting business at the meeting and does
not later vote for or assent to action taken at the meeting.



4.
Quorum: Unless the articles of incorporation or bylaws provide otherwise,
a majority of the number of directors prescribed by or pursuant to these bylaws
shall constitute a quorum for the transaction of business at any meeting of the
Board of Directors or, if no number is so prescribed, a majority of directors in
office immediately before the meeting shall constitute a quorum.



5.
Adjournment: Any duly convened regular or special meeting may be
adjourned by the directors to a later date or time without further notice.



6.
Manner of Acting: Except as otherwise provided in the articles of
incorporation or the bylaws, 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.



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 (i) he or
she objects at the beginning of the meeting (or promptly upon his or her
arrival) to holding the meeting or transacting business at the meeting; (ii) his
or her dissent or abstention from the action taken is entered in the minutes of
the meeting; or (iii) he or she files written notice of his or her 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.


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8.
Action without Meeting: Action required or permitted to be taken at a
Board of Directors meeting may be taken without a meeting if the action is taken
by all members of the Board. The action must be evidenced by one or more written
consents signed by each director before or after such action, describing the
action taken, and included in the minutes or filed with the corporate records. A
director’s consent to action taken without meeting may be in electronic
form and delivered by electronic means.



9.
Attendance by Electronic, Telephonic or Similar Means: Unless otherwise
provided by the articles of incorporation, the bylaws or the Board, any or all
directors may participate in a regular or special meeting by, or conduct the
meeting through the use of, any means of communication by which all directors
participating may simultaneously hear each other during the meeting. A director
participating in a meeting by this means is deemed to be present in person at
the meeting.




ARTICLE V




Officers



1.
Title and Number: The officers of the corporation may consist of a
Chairman of the Board, one or more Vice Chairmen, a Chief Executive Officer, a
President, a Chief Operating Officer, a Chief Financial Officer, a Chief
Administrative Officer, one or more Senior Executive Vice Presidents, one or
more Executive Vice Presidents, a Secretary, a Treasurer, a Controller and such
Senior Vice Presidents, Vice Presidents, Assistant Secretaries, Assistant
Treasurers and other officers as the Board of Directors may from time to time
elect or as may otherwise be elected pursuant to this Article. Any two or more
offices may be held by the same person, except that no individual may act in
more than one capacity where action of two or more officers is required.



2.
Election and Term: The officers of the corporation shall be elected by
the Board of Directors or by a duly designated committee of the Board. Each
officer shall hold office until a successor is elected and qualified, or until
his or her resignation, retirement, death, removal or disqualification.



3.
Removal: The Board of Directors may remove or terminate any officer at
any time with or without cause. In addition, any officer other than the Chief
Executive Officer may be removed or terminated at any time with or without cause
by a duly designated Board committee or by a superior officer; provided,
however, that the Chairman or any Vice Chairman may be removed solely by the
Board. Removal, resignation or termination of an officer shall be without
prejudice to the contract rights, if any, of the person so removed.


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4.
Compensation: The compensation of all officers of the corporation shall
be fixed by the Board of Directors or by or under the direction of a duly
designated committee of the Board or other officer or officers designated by the
Board.



5.
Chairman of the Board; Vice Chairmen: There shall be a Chairman of the
Board of Directors elected by the directors from their members. The Chairman may
also be the Chief Executive Officer of the corporation. The Chairman shall
preside at all meetings of the Board of Directors and shall perform such other
duties as may be incident to the office of Chairman or as may be directed by the
Board. There may also be one or more Vice Chairmen of the Board of Directors
elected by the directors from their members. Such Vice Chairman or Vice Chairmen
shall perform such other duties as may be incident to the office of Vice
Chairman or as may be directed by the Board.



6.
Chief Executive Officer: The Chief Executive Officer shall have full
executive powers, shall be the principal executive officer of the corporation,
shall have and exercise all powers, duties and authority incident to the office
of Chief Executive Officer and shall, subject to the direction and control of
the Board, supervise, direct and control the management of the corporation in
accordance with these bylaws. The Chief Executive Officer may also serve as
Chairman of the Board in accordance with Section 5 of this Article.



7.
Other Officers: Each other officer shall have such title or titles,
perform such duties and exercise such powers as may be incident to his or her
office or prescribed by the Board or, with respect to offices other than the
Chief Executive Officer, the Chairman and any Vice Chairman of the Board (and
except as otherwise determined by the Board), by the Board, a duly designated
committee of the Board or the Chief Executive Officer.



8.
Bonds: The Board of Directors may by resolution require any or all
officers, agents and employees of the corporation to give bond to the
corporation, with sufficient sureties, conditioned on the faithful performance
of the duties of their respective offices or positions, and to comply with such
other conditions as may from time to time be required by the Board of Directors.




ARTICLE VI




Contracts,
Loans and Deposits



1.
Contracts: The Board of Directors may authorize such officers as it deems
appropriate to enter into any contract or execute and deliver any instrument on
behalf of the corporation, and such authority may be general or confined to
specific instances. In addition, unless the Board determines otherwise, each
officer shall have such authority as may be incident to his or her particular
office to enter into contracts and execute and deliver instruments on behalf of
the corporation.



2.
Loans: No loans shall be contracted on behalf of the corporation and no
evidence of indebtedness on behalf of the corporation shall be issued in its
name unless authorized by the Board of Directors. Such authority may be general
or confined to specific instances.



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 or agent or agents of the corporation and in such manner as shall from
time to time be determined by the Board of Directors or the Chief Executive
Officer.


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




ARTICLE
VII




Certificates
for Shares and Their Transfer



1.
Certificates for Shares and Stock Transfer Records:



          (a)
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 applicable 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 Chief Executive
Officer, the President or a Senior Executive Vice President and by the Secretary
or an Assistant Secretary. All certificates for shares shall be consecutively
numbered or otherwise identified and entered into the stock transfer records 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 applicable law. Unless otherwise
provided by applicable law, the rights and obligations of shareholders are
identical whether or not their shares are represented by certificates. The Board
of Directors may designate a transfer agent who may countersign each certificate
either manually or by use of a facsimile signature. 



          (b)
The corporation shall keep, or cause one or more stock transfer agents to keep,
the stock transfer records of the corporation, which shall reflect the name and
address of each shareholder of record, the number and class or series of shares
issued to each shareholder of record and the date of issue of each such share.
The Board of Directors may designate a registrar to register each certificate
that is issued either manually or by use of a facsimile signature. 



2.
Transfer of Shares: Transfers of shares shall be made and recorded on the
stock transfer records of the corporation only upon surrender of the
certificates for the shares sought to be transferred by the record holder
thereof or by his or her duly authorized agent, transferee or legal
representative. All certificates surrendered for transfer shall be cancelled
before new certificates for the transferred shares shall be issued.


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3.
Fixing Record Date: The Board of Directors may fix a future date as the
record date for one or more voting groups in order to determine the shareholders
entitled to notice of a shareholders’ meeting, to demand a special meeting,
to vote or to take any other action. Such record date may not be more than 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
shareholders’ meeting is effective for any adjournment of the meeting
unless the Board of Directors fixes a new record date for the adjourned meeting,
which it must do if the meeting is adjourned to a date more than 120 days after
the date fixed for the original meeting. If no record date is fixed by the Board
of Directors for the determination of shareholders entitled to notice of or to
vote at a meeting of shareholders, the close of business on the day before the
date the first notice of the meeting is delivered to shareholders shall be the
record date for such determination of shareholders. The Board of Directors may
fix a date as the record date for determining shareholders entitled to a
distribution or share dividend. If no record date is fixed by the Board of
Directors for such determination, the record date shall be the date the Board of
Directors authorizes the distribution or share dividend.



4.
Lost, Stolen or Destroyed Certificates: The Board of Directors may
authorize the issuance of a new share certificate in place of a certificate
claimed to have been lost, stolen or destroyed, upon receipt of a written
statement of such fact from the person claiming that the certificate has been
lost, stolen or destroyed. When authorizing such issuance of a new certificate,
the Board may require the claimant or his or her legal representative to give
the corporation a bond in such sum and with such surety or other security as the
Board may direct to indemnify the corporation against loss from any claim with
respect to the certificate claimed to have been lost, stolen or destroyed; or
the Board may, by resolution, authorize the issuance of the new certificate
without requiring such a bond.




ARTICLE
VIII




Indemnification
of Officers and Directors



1.
Right to Indemnification: Any person who at any time hereafter serves or
heretofore has served: (i) as an officer or director of the corporation; (ii) at
the request of the corporation as a director, officer, partner, or trustee (or
in any position of similar authority, by whatever title known) of any other
foreign or domestic corporation, partnership, joint venture, trust or other
enterprise; or (iii) as a trustee or administrator under any employee benefit
plan, shall have a right to be indemnified by the corporation to the fullest
extent permitted by law against:



(a) All
liability and expenses, including without limitation costs and expenses of
litigation and reasonable attorney’s fees, actually and reasonable incurred
by him or her in connection with or as a consequence of any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative, including appeals, and whether or not brought by or on behalf
the corporation or by or on behalf of any third party, outsider or any other
person, seeking to hold him or her liable by reason of or arising out of his or
her status or his or her activities in any of the foregoing capacities; and



(b)
Liability incurred by him or her for any judgments, money decrees, fines,
penalties or amounts paid in settlement in connection with or as a consequence
of any action, suit or proceeding described in (a) above;



provided,
however, the corporation shall not indemnify or agree to indemnify any person
against any liability or expenses he or she may incur on account of his or her
activities which were at the time taken known or believed by him or her to be
clearly in conflict with the best interest of the corporation.


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2.
Recovery of Expenses: Any person entitled to indemnification under this
Article shall be entitled to recover from the corporation his or her reasonable
costs, expenses and attorneys’ fees incurred in connection with enforcing
his or her right to indemnification.



3.
Advancement of Expenses: Expenses incurred by a director or officer of
the corporation in defending an action, suit or proceeding described above
shall, at the request of such director or officer, and subject to authorization
by the Board, be paid by the corporation in advance of the final disposition of
such action, suit or proceeding upon receipt of an undertaking by or on behalf
of the director or officer to repay such amount, unless it shall ultimately be
determined that he or she is entitled to indemnification from the corporation
under this Article or otherwise.



4.
Reliance: Any person who at any time after the adoption of this Article
serves or has served in any of the capacities described in Section 1 herein for
or on behalf of the corporation shall be deemed to be doing so and to have done
so in reliance upon, and as consideration for, the rights provided herein. Such
rights shall inure to the benefit of the heirs and 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.



5.
Amendment: Any amendment, alteration, repeal or other change hereof
limiting or restricting in any way the rights, fixed or contingent, granted
hereunder shall operate prospectively only and shall not prejudice, defeat or
impair any rights of any person existing at the time of such amendment,
alteration, repeal or other change.



6. No
Limitation on Other Rights to Indemnification: If this Article or any
portion hereof shall be invalidated on any ground by any court or agency of
competent jurisdiction, then the corporation shall nevertheless indemnify each
person described in Section 1 herein to the full extent permitted by the portion
of this Article that is not invalidated and also to the full extent permitted or
required by other applicable law.




ARTICLE IX




General
Provisions



1.
Dividends: The Board of Directors may from time to time declare, and the
corporation may pay, distributions and share dividends to its shareholders in
the manner and upon the terms and conditions provided by applicable law and by
the articles of incorporation or the bylaws.



2.
Seal: The seal of the corporation shall be in any form approved from time
to time or at any time by the Board of Directors.



3.
Fiscal Year: Unless otherwise ordered by the Board of Directors, the
fiscal year of the corporation shall be from January 1 to December 31.



4.
Amendments: Except as otherwise provided herein, these bylaws may be
amended or repealed and new bylaws may be adopted by the affirmative vote of a
majority of the directors then holding office at any regular or special meeting
of the Board of Directors, provided ten days notice of the proposed amendment
has been given to each member of the Board of Directors.


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          The
Board of Directors shall have no power to adopt a bylaw: (1) requiring more
than a majority of the voting shares for a quorum at a regular meeting of the
shareholders or more than a majority of the votes cast to constitute action by
the shareholders, except where higher percentages are required by law;
(2) providing for the management of the corporation otherwise than by the
Board of Directors or its Executive Committee; (3) increasing or decreasing
the number of directors; (4) that is inconsistent with the requirements of
the laws of the State of North Carolina and of the Articles of Incorporation. No
bylaw adopted or amended by the shareholders shall be altered or repealed by the
Board of Directors. The affirmative vote of two-thirds of the total number of
shares outstanding shall be required to amend, alter, change or repeal
Article III, Sections 2, 5 and 6 and this Section 4 of
Article VIII of these bylaws.2 



5.
North Carolina Shareholder Protection Act Inapplicable: The provisions of
Article 9 of Chapter 55 of the General Statutes of North Carolina, known as
“The North Carolina Shareholder Protection Act,” shall not be
applicable to the corporation.



6.
Definitions: Unless the context otherwise requires, terms used in these
bylaws shall have the meanings assigned to them in the North Carolina Business
Corporation Act to the extent defined therein. In addition, without limiting the
effect of the foregoing, the term “applicable law” used in these
bylaws shall refer to any applicable laws, rules or regulations, including but
not limited to the North Carolina Business Corporation Act, applicable federal
securities laws, rules and regulations and the rules and regulations of any
applicable stock exchange.



_________________ 



2
Intended to be Article III, Sections 2, 4 and 5, and this Section 4 of Article
IX.


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