Lowe's Companies (LOW) 10-Q 2004 Q3 Quarterly report

BYLAWS OF

LOWE'S COMPANIES, INC.

As Amended and Restated September 11, 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 September 11, 2003

ARTICLE I. 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 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.
         

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 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 eleven, divided into three classes:  Class I 

(four), 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.
         

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.
         

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;
	

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.

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.
        

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.
      

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.
                  

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 therefor 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.
         

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".

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.