Lowe's Companies (LOW) 10-Q 2004 Q2 Quarterly report

BYLAWS OF

LOWE'S COMPANIES, INC.

As Amended and Restated May 30, 2003

INDEX

ARTICLE I. OFFICES			1
ARTICLE II. SHAREHOLDERS			1
	SECTION 1.	ANNUAL MEETING	1
	SECTION 2.	SPECIAL MEETING	1
	SECTION 3.	PLACE OF MEETING	1
	SECTION 4.	NOTICE OF MEETING	2
	SECTION 5.	CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE	2
	SECTION 6.	VOTING LISTS	2
	SECTION 7.	QUORUM	3
	SECTION 8.	PROXIES; ELECTRONIC AUTHORIZATION	3
	SECTION 9.	VOTING OF SHARES	4
	SECTION 10.	CONDUCT OF MEETINGS	4
ARTICLE III. BOARD OF DIRECTORS			5
	SECTION 1.	GENERAL POWERS	5
	SECTION 2.	NUMBER, TENURE AND QUALIFICATIONS	5
	SECTION 3.	FOUNDING DIRECTOR	5
	SECTION 4.	QUARTERLY MEETINGS	5
	SECTION 5.	SPECIAL MEETINGS	6
	SECTION 6.	NOTICE	6
	SECTION 7.	QUORUM	6
	SECTION 8.	MANNER OF ACTING	6
	SECTION 9.	VACANCIES	6
	SECTION 10.	COMPENSATION	6
	SECTION 11.	PRESUMPTION OF ASSENT	6
	SECTION 12.	ACTION WITHOUT MEETING	7
	SECTION 13.	INFORMAL ACTION BY DIRECTORS	7
	SECTION 14.	COMMITTEES GENERALLY	7
	SECTION 15.	EXECUTIVE COMMITTEE	7
	SECTION 16.	AUDIT COMMITTEE	8
	SECTION 17.	COMPENSATION COMMITTEE	8
	SECTION 18.	GOVERNANCE COMMITTEE	8
	SECTION 19.	GOVERNMENT/LEGAL AFFAIRS COMMITTEE	8
	SECTION 20.	SALARY ADMINISTRATION; DIRECTORS COMPENSATION	9
ARTICLE IV. INDEMNIFICATION			9
	SECTION 1.	INDEMNIFICATION	9
	SECTION 2.	LIMITATION ON INDEMNIFICATION	9
	SECTION 3.	BOARD DETERMINATION	9
	SECTION 4.	RELIANCE	9
	SECTION 5.	AGENTS AND EMPLOYEES	10
	SECTION 6.	EXPENSES	10
	SECTION 7.	INSURANCE	10
ARTICLE V. OFFICERS			10
	SECTION 1.	TITLES	10
	SECTION 2.	ELECTION AND TERM OF OFFICE	10
	SECTION 3.	REMOVAL	10
	SECTION 4.	CHAIRMAN OF THE BOARD OF DIRECTORS	11
	SECTION 5.	VICE CHAIRMAN OF THE BOARD OF DIRECTORS	11
	SECTION 6.	PRESIDENT	11
	SECTION 7.	VICE PRESIDENTS	11
	SECTION 8.	SECRETARY	11
	SECTION 9.	TREASURER	11
	SECTION 10.	CONTROLLER	11
ARTICLE VI. DEPARTMENTAL DESIGNATIONS			11
	SECTION 1.	DEPARTMENTAL DESIGNATIONS	11
ARTICLE VII. CERTIFICATES FOR SHARES AND THEIR TRANSFER			12
	SECTION 1.	CERTIFICATES FOR SHARES; NON-CERTIFICATED SHARES	12
	SECTION 2.	TRANSFER OF SHARES	12
	SECTION 3.	LOST CERTIFICATES	13
ARTICLE VIII. FISCAL YEAR			13
ARTICLE IX. DIVIDENDS			13
ARTICLE X. SEAL			13
ARTICLE XI. WAIVER OF NOTICE			14
ARTICLE XII. AMENDMENTS			14

BYLAWS OF

LOWE'S COMPANIES, INC.

As Amended and Restated May 30, 2003

ARTICLE 1. OFFICES

The principal office of the corporation in the State of North Carolina shall be located in the County of Wilkes.  

The registered office of the corporation, required by law to be continuously maintained in the State of North Carolina, may 

be, but need not be, identical with the principal office and shall be maintained at that location identified as the address of 

the business office of the registered agent with the North Carolina Secretary of State.  The corporation may have such 

other offices either within or without the State of North Carolina, as the Board of Directors may designate or the business 

of the corporation may require from time to time.
         

ARTICLE II.  SHAREHOLDERS
                           

SECTION 1. ANNUAL MEETING. The annual meeting of the shareholders shall be held on the last Friday in the 

month of May in each year, at an hour to be designated by the Chairman of the Board, for the purpose of electing directors 

and for the transaction of such other business as may come before the meeting. The meeting shall be held on the following 

business day at the same time in the event the last Friday in May shall be a legal holiday. If the annual meeting shall not be 

held on the day designated by this Section 1, a substitute annual meeting shall be called in accordance with the provisions 

of Section 2 of this Article II. A meeting so called shall be designated and treated for all purposes as the annual meeting.
         

SECTION 2. SPECIAL MEETINGS. Special meetings of the shareholders for any purpose or purposes may be called 

by the Chairman of the Board or by a  majority of the Board of Directors.
         

SECTION 3. PLACE OF MEETING. The Board of Directors may designate any place, either within or without the 

State of North Carolina, as the place of meeting for any annual meeting or for any special meeting called by the Board of 

Directors. In the event the directors do not designate the place of meeting for either an annual or special meeting of the 

shareholders, the Chairman of the Board may designate the place of meeting. If the Chairman of the Board does not 

designate the place of meeting, the meeting shall be held at the offices of the corporation in North Wilkesboro, North 

Carolina.
                 

SECTION 4. NOTICE OF MEETING. Written notice stating the place, day, and hour of the meeting and, in case of 

a special meeting, the purpose or purposes for which the meeting is called, shall be given not less than 10 nor more than 

60 days before the day of the meeting, by mail, by or at the direction of the Secretary, or the officer or persons calling the 

meeting, to each shareholder of record entitled to vote at such meeting. Such notice, when mailed, shall be deemed to be 

delivered when deposited in the United States mail, addressed to the shareholder at his address as it appears on the stock 

transfer books of the corporation, with postage thereon prepaid. When a meeting is adjourned it shall not be necessary to 

give any notice of the adjourned meeting other than by announcement at the meeting at which the adjournment is taken 

unless a new record date for the adjourned meeting is or must be fixed, in which event notice shall be given to 

shareholders as of the new record date.
         

SECTION 5. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. For the purpose of determining 

shareholders entitled to notice of or to vote at the meeting or any adjournment thereof, or shareholders entitled to 

receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the 

Board of Directors of the corporation may provide that the stock transfer books shall be closed for a stated period but not 

to exceed, in any case, 60 days. If the stock transfer books shall be closed for the purpose of determining shareholders 

entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least 10 days immediately 

preceding such meeting. In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as 

the record date for any such determination of shareholders, such date in any case to be not more than 70 days and, in 

case of a meeting of shareholders, not less than 10 days prior to the date on which the particular action, requiring such 

determination of shareholders, is to be taken. If the stock transfer books are not closed and no record date is fixed for the 

determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or of shareholders entitled to 

receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of 

the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such 

determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has 

been made as provided in this Section 5, such determination shall apply to any adjournment thereof if the meeting is 

adjourned to a date not more than 120 days after the date fixed for the original meeting.
    

SECTION 6. VOTING LISTS. The officer or agent having charge of the stock transfer books for shares of the 

corporation shall make before each meeting of shareholders a complete list of the shareholders entitled to vote at such 

meeting arranged in alphabetical order and by voting group (and within each voting group by class or series of shares), 

with the address of and the number of shares held by each. For a period beginning two business days after notice of the 

meeting is given and continuing through the meeting, this list shall be available at the corporation's principal office for 

inspection by any shareholder at any time during usual business hours. The list shall also be produced and kept open at 

the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the 

meeting. The original stock transfer books shall be prima facie evidence as 

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to who are the shareholders entitled to examine such list or transfer books or to vote any meeting of shareholders.
         

SECTION 7. QUORUM. Shares entitled to vote as a separate voting group may take action on a matter at a 

meeting if a quorum of that voting group exists with respect to that matter. In the absence of a quorum at the opening 

of any meeting of shareholders, the meeting may be adjourned from time to time by the vote of the majority of the votes 

cast on the motion to adjourn. 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 the meeting unless a new 

record date is or must be set for the adjourned meeting. 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 the Articles of Incorporation, a Bylaw adopted by the shareholders, or the North Carolina 

Business Corporation Act requires a greater number of affirmative votes.
         

SECTION 8. PROXIES; ELECTRONIC AUTHORIZATION

 (a) At all meetings of shareholders, a shareholder may vote by proxy executed in writing by the shareholder or 

by his duly authorized attorney in fact.  Such proxy shall be filed with the secretary of the corporation before or at the 

time of the meeting. No proxy shall be valid after 11 months from the date of its execution, unless otherwise provided in 

the proxy.  If a proxy for the same shares confers authority upon two or more persons and does not otherwise provide 

a majority of them present at the meeting or if only one is present at the meeting then that one may exercise all the 

powers conferred by the proxy; but if the proxy holders present at the meeting are divided as to the right and manner 

of voting in any particular case, and there is no majority, the voting of such shares shall be prorated.

 (b) The secretary may approve procedures to enable a shareholder or a shareholder's duly authorized attorney 

in fact to authorize another person or persons to act for him or her as proxy by transmitting or authorizing the 

transmission of a telegram, cablegram, internet transmission, telephone transmission or other means of electronic 

transmission to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service 

organization or like agent duly authorized by the person who will be the holder of the proxy to receive such 

transmission, provided that any such transmission must either set forth or be submitted with information from which 

the inspectors of election can determine that the transmission was authorized by the shareholder or the shareholder's 

duly authorized attorney in fact.  If it is determined that such transmissions are valid, the inspectors shall specify the 

information upon which they relied.  Any copy, facsimile telecommunications or other reliable reproduction of the 

writing or transmission created pursuant to this Section 8 may be substituted or used in lieu of the original writing or 

transmission for any and all purposes for which the original writing or transmission could be used, provided that such 

copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing 

or transmission.
         

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SECTION 9. VOTING OF SHARES. Except as otherwise provided by law, each outstanding share of capital stock 

of the corporation entitled to vote shall be entitled to one vote on each matter submitted to a vote at a meeting of 

shareholders. The vote of a majority of the 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 or Bylaws. Voting on all substantive matters shall be by a ballot vote on that particular 

matter. Voting on procedural matters shall be by voice vote or by a show of hands unless the holders of one-tenth of 

the shares represented at the meeting shall demand a ballot vote on procedural matters.
       

SECTION 10. CONDUCT OF MEETINGS. At each meeting of the stockholders, the Chairman of the Board shall 

act as chairman and preside. In his absence, the Chairman of the Board may designate another officer or director to 

preside. The Secretary or an Assistant Secretary, or in their absence, a person whom the Chairman of such meeting 

shall appoint, shall act as secretary of the meeting.
         

At any meeting of stockholders, only business that is properly brought before the meeting may be presented 

to and acted upon by stockholders. To be properly brought before the meeting, business must be brought (a) by or 

at the direction of the Board of Directors or (b) by a stockholder who has given written notice of business he expects 

to bring before the meeting to the Secretary not less than 15 days prior to the meeting. If mailed, such notice shall be 

sent by certified mail, return receipt requested, and shall be deemed to have been given when received by the Secretary. 

A stockholder's notice to the Secretary shall set forth as to each matter the stockholder proposes to bring before the 

meeting (a) a brief description of the business to be brought before the meeting and the reasons for conducting such 

business at the meeting, (b) the name and address, as they appear on the corporation's books, of the stockholder 

proposing such business, (c) the class and number of shares of the corporation's stock beneficially owned by the 

stockholder, and (d) any material interest of the stockholder in such business. No business shall be conducted at a 

meeting of stockholders except in accordance with the procedures set forth in this Section 10. The chairman of a 

meeting of stockholders shall, if the facts warrant, determine and declare to the meeting that business was not properly 

brought before the meeting in accordance with the provisions of this Section 10, and if he should so determine, he 

shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted.
         

Any nomination for director made by a stockholder must be made in writing to the Secretary not less than 15 

days prior to the meeting of stockholders at which Directors are to be elected. If mailed, such notice shall be sent by 

certified mail, return receipt requested, and shall be deemed to have been given when received by the Secretary. A 

stockholder's nomination for director shall set forth (a) the name and business address of the stockholder's nominee, 

(b) the fact that the nominee has consented to his name being placed in nomination, (c) the name and address, as they 

appear on the corporation's books, of the stockholder making the nomination, (d) the class and number of shares of the 

corporation's 

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stock beneficially owned by the stockholder, and (e) any material interest of the stockholder in the 

proposed nomination.
         

Notwithstanding compliance with this Section 10, the chairman of a meeting of stockholders may rule out of order 

any business brought before the meeting that is not a proper matter for stockholder consideration. This Section 10 shall 

not limit the right of stockholders to speak at meetings of stockholders on matters germane to the corporation's business, 

subject to any rules for the orderly conduct of the meeting imposed by the Chairman of the meeting. The corporation 

shall not have any obligation to communicate with stockholders regarding any business or director nomination submitted 

by a stockholder in accordance with this Section 10 unless otherwise required by law.
         

ARTICLE III. BOARD OF DIRECTORS
                                                      

SECTION 1. GENERAL POWERS. The business and affairs of the corporation shall be managed by the Board of 

Directors except as otherwise provided by law, by the Articles of Incorporation or by the Bylaws.
         

SECTION 2. NUMBER, TENURE AND QUALIFICATIONS.  The number of directors of the Corporation shall be 

10, divided into three classes:  Class I (three), Class II (three), and Class III (four).  One director shall be designated and 

elected by the Board as Chairman of the Board of Directors, and shall preside at all meetings of the Board of Directors.  

The Board may elect a Vice-Chairman whose only duties shall be to preside at Board meetings in the absence of the 

Chairman.  Directors need not be residents of the State of North Carolina or shareholders of the corporation.   Subject to 

the Articles of Incorporation, the Board of Directors shall each year, prior to the annual meeting, determine by 

appropriate resolution the number of directors which shall constitute the Board of Directors for the ensuing year, and 

the number of directors which shall constitute the class of directors being elected at such annual meeting.  The 

directors may amend the Bylaws between meetings of shareholders to increase or decrease the number of directors to 

make vacancies available for the election of new directors.
         

SECTION 3. FOUNDING DIRECTOR. A Founding Director is a person who was a director when it became a 

public company in 1961, who was a director on November 7, 1980, and who has served continuously as a director 

since 1961.
         

SECTION 4. QUARTERLY MEETINGS. Quarterly meetings of the Board of   Directors shall be held at a time and 

place determined by the Chairman of the Board of Directors. Any one or more of the directors or members of a committee 

designated by the directors may participate in a meeting of the Board or committee by means of a conference telephone 

or similar communications device which allows all persons participating in the meeting to hear each other and such 

participation in a meeting will be deemed presence in person.
         

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SECTION 5. SPECIAL MEETINGS. Special Meetings of the Board of Directors may be called by or at the request 

of the Chairman of the Board of Directors or two of the directors. The person or persons authorized to call special 

meetings of the Board of Directors may fix any place, either within or without the State of North Carolina, as the place 

for holding any special meeting of the Board of Directors called by them.
         

SECTION 6. NOTICE. Notice of any special meeting shall be given by either mail, facsimile or telephone. Notice 

of any special meeting given by mail shall be given at least five days previous thereto. If mailed, such notice shall be 

deemed to be delivered when deposited in the United States mail properly addressed, with postage thereon prepaid. If
notice is given by facsimile or by telephone, it shall be done so at least two days prior to the special meeting and shall 

be deemed given at the time the facsimile is transmitted or of the telephone call itself. Any director may waive notice 

of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except 

where a director attends a meeting for the express purpose of objecting to the transaction of any business because the 

meeting is not lawfully called or convened. 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 or waiver of notice of such meeting.
       

SECTION 7. QUORUM. A majority of the number of directors shall constitute a quorum for the transaction of 

business at any meeting of the Board of Directors, but if less than such majority is present at a meeting, a majority of 

the directors present may adjourn the meeting from time to time without further notice.
         

SECTION 8. MANNER OF ACTING. The act of the majority of the directors present at a meeting at which a 

quorum is present shall be the act of the Board of Directors unless otherwise required by the Articles of 

Incorporation.
         

SECTION 9. VACANCIES. Any vacancy occurring in the Board of Directors shall be filled as provided in the 

Articles of Incorporation.
         

SECTION 10. COMPENSATION. The directors may be paid such expenses as are incurred in connection with 

their duties as directors. The Board of Directors may also pay to the directors compensation for their service as 

directors.
         

SECTION 11. PRESUMPTION OF ASSENT. A director of the corporation who is present at a meeting of the Board 

of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action 

taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such 

action with the person acting as secretary of the meeting before the adjournment thereof or shall forward such dissent 

by registered mail to the secretary of the corporation immediately after the adjournment of the meeting. Such right to 

dissent shall not apply to a director who voted in favor of such action.
    

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SECTION 12. ACTION WITHOUT MEETING. Action taken by a majority of the Board, or a Committee thereof, 

without a meeting is nevertheless Board, or Committee, action if written consent to the action in question is signed 

by all of the directors, or Committee members, and filed with the minutes of the proceedings of the Board, or
Committee, whether done before or after the action so taken.
    

SECTION 13. INFORMAL ACTION BY DIRECTORS. Action taken by a majority of the directors without a 

meeting is action of the Board of Directors if written consent to the action is signed by all of the directors and filed 

with the minutes of the proceedings of the Board of Directors, whether done before or after the action so taken.
     

SECTION 14. COMMITTEES GENERALLY. Committees of the Board of Directors shall be reestablished 

annually at the first Board of Directors Meeting held subsequent to the Annual Shareholders Meeting. Directors 

designated to serve on committees shall serve as members of such committees until the first Board of Directors
Meeting following the next succeeding Annual Shareholders Meeting or until their successors shall have been duly 

designated. The Board of Directors may designate a committee chairman and a committee vice chairman from the 

membership for each committee established. In the absence of the designation of a committee chairman or vice 

chairman by the Board, a committee by majority vote may elect a chairman or vice chairman from its own membership.

SECTION 15. EXECUTIVE COMMITTEE. (a) The Board may establish an Executive Committee comprising not 

less than three members. This Committee may exercise all of the authority of the Board of Directors to the full extent 

permitted by law, but shall not have power:

 i) To declare dividends or authorize distributions;
	

 ii) To approve or propose to shareholders any action that is required to be approved by shareholders under the 

 North Carolina Business Corporation Act;
	

 iii) To approve an amendment to the Articles of Incorporation of the Corporation;
	

 iv) To approve a plan of dissolution; merger or consolidation;
	

 v) To approve the sale, lease or exchange of all or substantially all of the property of the Corporation;
	

 vi) To designate any other committee, or to fill vacancies in the Board of Directors or other committees;
	

 vii) To fix the compensation of directors for serving on the Board of Directors or any committee;
	

 viii) To amend or repeal the Bylaws, or adopt new Bylaws;
	

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 ix) To authorize or approve reacquisition of shares, except according to a formula or method approved by the

 Board of Directors;
	

 x) To authorize or approve the issuance or sale or contract for sale of shares, or determine the designation 

 and relative rights, preferences and limitations of a class or series of shares, unless the Board of Directors 

 specifically authorizes the Executive Committee to do so within limits established by the Board of Directors;
	

 xi) To amend, or repeal any resolution of the Board of Directors which by its terms is not so amendable or 

 repealable; or
	

 xii) To take any action expressly prohibited in a resolution of the Board of Directors.
                   

SECTION 16. AUDIT COMMITTEE. The Board may establish an Audit Committee comprising not less than three 

members, all of whom shall be non-employee directors. The Committee shall aid the Board in carrying out its 

responsibilities for accurate and informative financial reporting, shall assist the Board in making recommendations 

with respect to management's efforts to maintain and improve financial controls, shall review reports of 

examination by the independent auditors, and except as otherwise required by law, shall have authority to act for 

the Board in any matter delegated to this Committee by the Board of Directors. The Committee shall recommend 

each year an independent certified public accounting firm as independent auditors for the Corporation.  The 

Corporation's Head of Internal Audit shall report to the Audit Committee, and his employment may only be 

terminated with the approval of the Committee.
         

SECTION 17. COMPENSATION COMMITTEE. The Board may establish a Compensation Committee comprising 

not less than three members, all of whom shall be non-employee directors. Except as otherwise required 

by law, the Compensation Committee shall have authority to act for the Board in any matter delegated to this 

Committee by the Board of  Directors.
         

SECTION 18. GOVERNANCE COMMITTEE. The Board may establish a Governance Committee comprising not 

less than three members, all of whom shall be non-employee directors. Except as otherwise required by law, the 

Governance Committee shall have authority to act for the Board in any matter delegated to this Committee by the 

Board of Directors.
         

SECTION 19. GOVERNMENT/LEGAL AFFAIRS COMMITTEE. The Board may establish a Government/Legal 

Affairs Committee to consist of not less than three directors.  Except as otherwise required by law, the 

Government/Legal Affairs Committee shall have authority to act for the Board in any manner delegated to this 

Committee by the Board of Directors.

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SECTION 20. SALARY ADMINISTRATION; DIRECTORS COMPENSATION. The compensation of employees 

not covered by the Compensation Committee duties shall be the responsibility of the Chief Executive Officer.  

The compensation of independent directors shall be recommended to the Board of Directors by the Chief 

Executive Officer.

ARTICLE IV. INDEMNIFICATION
                           

SECTION 1. INDEMNIFICATION. In addition to any indemnification required or permitted by law, and except as 

otherwise provided in these Bylaws, any person who at any time serves or has served as a director or officer of 

the corporation, or in such capacity at the request of the corporation for any other corporation, partnership, joint 

venture, trust or other enterprise, shall have a right to be indemnified by the corporation to the fullest extent permitted 

by law against (i) reasonable expenses, including attorneys' fees, actually and necessarily incurred by him in 

connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, 

administrative or investigative, seeking to hold him liable by reason of the fact that he is or was acting in such 

capacity, and (ii) payments made by him in satisfaction of any judgment, money decree, fine, penalty or reasonable 

settlement for which he may have become liable in any such action, suit or proceeding.
         

SECTION 2. LIMITATION ON INDEMNIFICATION. The corporation shall not indemnify any person hereunder 

against liability or litigation expense he may incur on account of his activities which were at the time taken known or 

believed by him to be clearly in conflict with the best interests of the corporation. The corporation shall not indemnify 

any director with respect to any liability arising out of N.C.G.S.section 55-8-33 (relating to unlawful declaration of dividends) 

or any transaction from which the director derived an improper personal benefit as provided in N.C.G.S. section  55-2-02(b)(3).
         

SECTION 3. BOARD DETERMINATION. If any action is necessary or appropriate to authorize the corporation to pay 

the indemnification required by this Bylaw  the Board of Directors shall take such action, including (i) making a good 

faith evaluation of the manner in which the claimant for indemnity acted and of the reasonable amount of indemnify 

due him, (ii) giving notice to, and obtaining approval by, the shareholders of the corporation, and (iii) taking 

any other action.
         

SECTION 4. RELIANCE. Any person who at any time after the adoption of this Bylaw serves or has served in any 

of the capacities indicated in this Bylaw shall be deemed to be doing or to have done so in reliance upon, and as 

consideration for, the right of indemnification provided herein. Such right shall inure to the benefit of the legal 

representatives of any such person and shall not be exclusive of any other rights to which such person may be entitled 

apart from the provision of this Bylaw.
        

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SECTION 5. AGENTS AND EMPLOYEES. The provisions of this Bylaw shall not be deemed to preclude the 

corporation from indemnifying persons serving as agents or employees of the corporation, or in such capacity at the 

request of the corporation for any other corporation, partnership, joint venture, trust or other enterprise, to the extent 

permitted by law.
         

SECTION 6. EXPENSES. The corporation shall be entitled to pay the expenses incurred by a director or officer 

in defending a civil or criminal action, suit or proceeding in advance of final disposition 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 is entitled 

to be indemnified by the Corporation against such expenses.
        

SECTION 7. INSURANCE. As provided by N.C.G.S. section  55-8-57, the Corporation shall have the power to purchase 

and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or 

who is or was serving at the request of the corporation as a director, officer or employee or agent of another corporation, 

partnership, joint venture, trust or other enterprise or as a trustee or administrator under an employee benefit plan against 

any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether 

or not the corporation has the power to indemnify him against such liability.
      

ARTICLE V. OFFICERS
                           

SECTION 1. TITLES. The officers of the corporation may consist of the Chairman of the Board of Directors, Vice Chairmen, 

the President, and such Vice Presidents as shall be elected as officers by the Board of Directors. There shall also be a 

Secretary, Treasurer, Controller and such assistants thereto as may be elected by the Board of Directors. Any one person 

may hold one or more offices in the corporation. No officer may act in more than one capacity where action of two or more 

is required.
         

SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the corporation shall be elected annually by the 

Board of Directors at the first meeting of the Board held after each annual meeting of the shareholders, or at any other 

meeting of said Board. If the election of officers shall not be held at such meeting, such election shall be held as soon 

thereafter as conveniently may be. Each officer shall hold office until his successor shall have been duly elected and shall 

have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.
         

SECTION 3. REMOVAL. Since officers serve at the pleasure of the Board, any officer may be removed at any time by 

the Board of Directors, with or without cause.  Termination of an officer's employment with the Corporation by the 

appropriate official (and by the Audit Committee for the Head of Internal Audit) shall also end his term as an officer.
      

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SECTION 4. CHAIRMAN OF THE BOARD OF DIRECTORS. There shall be a Chairman of the Board of Directors 

elected by the directors from their members.  The Chairman shall preside at meetings of the Board of Directors, shall be 

the Chief Executive Officer of the corporation, and shall have direct supervision and control of all of the business affairs 

of the corporation, subject to the general supervision and control of the Board of Directors.  The Chairman shall have 

power to sign certificates for shares of the corporation and any deeds, mortgages, bonds, contracts, or any other 

instruments or documents which may be lawfully executed on behalf of the corporation. The Chairman shall vote as 

agent for the corporation the capital stock held or owned by the corporation in any corporation. The Chairman is 

authorized to delegate the authority to vote capital stock held or owned by the corporation and to execute and deliver 

agreements and other instruments to other officers of the corporation.

SECTION 5. VICE CHAIRMEN OF THE BOARD OF DIRECTORS.  The Board of Directors may elect one or more 

Vice Chairmen from their members.  A Vice Chairman shall preside at meetings of the Board of Directors in the absence 

of the Chairman.
    

SECTION 6. PRESIDENT. The President perform such duties and have such responsibilities as are assigned by the Board 

of Directors or the Chief Executive Officer.

SECTION 7. VICE PRESIDENTS. The Vice Presidents shall perform such duties and have such responsibilities as are 

assigned by the Board of Directors or the Chief Executive Officer.
         

SECTION 8. SECRETARY. The Secretary shall perform such duties and have such responsibilities as are assigned by 

the Board of Directors or the Chief Executive Officer.
         

SECTION 9. TREASURER. The Treasurer shall perform such duties and have  such responsibilities as are assigned by the 

Board of Directors or the Chief Executive Officer.
         

SECTION 10. CONTROLLER. The Controller shall perform such duties and have such responsibilities as are assigned 

by the Board of Directors or the Chief Executive Officer.
                          

ARTICLE VI. DEPARTMENTAL DESIGNATIONS
                             

SECTION 1. DEPARTMENTAL DESIGNATIONS. The Chief Executive Officer may establish such departmental or 

functional designations or titles pertaining to supervisory personnel as the Chief Executive Officer in his discretion deems 

wise. The designations or titles may be that of Senior Vice President, Vice President or such other term or terms as the Chief 

Executive Officer desires to utilize. The designation or title contemplated by this section is for the purpose of administration 

within the department or function concerned and is not with the intent of designating those individuals bearing such titles 

as general officers of the corporation. These individuals bearing these titles shall be known as administrative managers of 

the corporation.
  

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ARTICLE VII. CERTIFICATES FOR SHARES AND THEIR TRANSFER
         

SECTION 1. CERTIFICATES FOR SHARES; NON-CERTIFICATED SHARES

 (a) Certificates representing shares of the corporation shall be in such form as shall be determined by the Board of Directors. 

Such certificates shall be signed by the Chairman of the Board and by the Secretary, provided that where a certificate is 

signed by a transfer agent, assistant transfer agent or co-transfer agent of the corporation or with the duly designated 

transfer agent the signatures of such officers of the corporation upon the certificate may be facsimile engraved 

or printed. Each certificate shall be sealed with the seal of the corporation or a facsimile thereof. All certificates for shares 

shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares 

represented thereby are issued, with the number of shares and class and date of issue, shall be entered on the stock transfer 

books of the corporation, as the transfer agent. All certificates surrendered to the corporation for transfer shall be canceled 

and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and 

canceled, except that in case of a lost, destroyed, or mutilated certificate a new one may be issued therefore upon such terms 

and indemnity to the corporation as the Board of Directors may prescribe.

(b) The Board of Directors may authorize the issuance of some or all of the shares of any or all of the corporation's 

classes or series of stock without certificates.  Such authorization shall not affect shares already represented by certificates 

until such shares are surrendered to the corporation.  Within a reasonable time after the issuance or transfer of shares 

without certificates, the corporation shall send the shareholder a written statement with information required on certificates 

by North Carolina General Statutes 55-6-25(b) and (c), and, if applicable, North Carolina General Statutes 55-6-27, or any 

successor law.
         

SECTION 2. TRANSFER OF SHARES. Transfer of shares of the corporation shall be made only on the stock transfer 

books of the corporation by the holder of records thereof or by his legal representative, who shall furnish proper evidence 

of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the 

secretary of the corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name 

shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes. 

To the extent that any provision of the Rights Agreement between the Company and Wachovia Bank, N.A., Rights Agent, 

dated as of September 9, 1998, is deemed to constitute a restriction on the transfer of any securities of the Company, 

including, without limitation, the Rights, as defined therein, such restriction is hereby authorized by the Bylaws of the 

Company.

Transfer of shares not represented by certificates shall be made in accordance with such requirements with respect 

to transfer as appear in Article 8 of the Uniform Commercial Code as in effect from time to time in North Carolina.
         

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SECTION 3. LOST CERTIFICATES. The Board of Directors may authorize the issuance of a new certificate in place 

of a certificate claimed to have been lost or destroyed, upon receipt of an affidavit of such fact from the person claiming 

the loss or destruction. In authorizing such issuance of a new certificate, the Board may require the claimant to give the 

corporation a bond in such sum as it may direct to indemnify the corporation against loss from any claim with respect to the 

certificate claimed to have been lost or destroyed; or the Board, by resolution reciting that the circumstances justify such 

action, may authorize the issuance of the new certificate without requiring such a bond. This function or duty on the part 

of the Board may be assigned by the Board to the transfer agents of the common stock of the corporation.

ARTICLE VIII. FISCAL YEAR
                           

The fiscal year of the Corporation shall end on the Friday nearest to January 31 of each year.  The fiscal year shall consist 

of four quarterly periods, each comprising 13 weeks, with the 13-week periods divided into three periods of four weeks, 

five weeks, and four weeks.  Every six to eight years, the fiscal year shall be a 53-week year, with the fourth period 

comprising four weeks, five weeks, and five weeks, to reflect the 365th day of each year and the 29th day of February in 

leap year.

ARTICLE IX. DIVIDENDS
                           

The Board of Directors may from time to time declare, and the corporation may pay, dividends on its outstanding shares 

in the manner and upon the terms and conditions provided by law and as provided in a resolution of the Board of 

Directors.

ARTICLE X. SEAL
                           

The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the 

name of the corporation, the state of incorporation, and the word "Seal".

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ARTICLE XI. WAIVER OF NOTICE

Whenever any notice is required to be given to any shareholder or director of the corporation under the provisions of the 

charter or under the provisions of applicable law, 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.

ARTICLE XII. AMENDMENTS
                           

Unless otherwise prescribed by law or the charter, these Bylaws may be amended or altered at any meeting of the Board of 

Directors by affirmative vote of a majority of the directors. Unless otherwise prescribed by law or the charter, the shareholders 

entitled to vote in respect of the election of directors, however, shall have the power to rescind, amend, alter or repeal any 

Bylaws and to enact Bylaws which, if expressly so provided, may not be amended, altered or repealed by the Board of 

Directors.

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