<SUBMISSION>
<ACCESSION-NUMBER>0001041061-02-000008
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>1
<PERIOD>20020516
<ITEMS>5
<FILING-DATE>20020520
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>YUM BRANDS INC
<CIK>0001041061
<ASSIGNED-SIC>5812
<IRS-NUMBER>133951308
<STATE-OF-INCORPORATION>NC
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>8-K
<ACT>34
<FILE-NUMBER>001-13163
<FILM-NUMBER>02657475
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>1441 GARDINER LANE
<CITY>LOUISVILLE
<STATE>KY
<ZIP>40213
<PHONE>5028748300
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>1900 COLONEL SANDERS LANE
<CITY>LOUISVILLE
<STATE>KY
<ZIP>40213
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>GREAT AMERICAN RESTAURANT CO
<DATE-CHANGED>19970618
</FORMER-COMPANY>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>TRICON GLOBAL RESTAURANTS INC
<DATE-CHANGED>19970627
</FORMER-COMPANY>
</FILER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>namechang-bdapproval.htm
<DESCRIPTION>BOARD APPROVES NAME CHANGE FORM 8K
<TEXT>
<HTML>
<head>
<title>Board Approval of Name Change and Press Release Dated May 16, 2002</title></head>
<BODY>

<HR SIZE=5 NOSHADE><BR><BR>

<p ALIGN=CENTER><b><FONT SIZE=4>UNITED STATES<BR>
SECURITIES AND EXCHANGE COMMISSION</font></b><BR>
<font size=3>Washington, D.C. 20549</font><BR><BR>
<font size=4><b>FORM 8-K</b><BR><BR>
CURRENT REPORT</FONT><BR><BR>
<font size=3><b>Pursuant to Section 13 or 15(d) of the Securities Exchange Act
 of 1934<BR><BR>
Date of Report (Date of earliest event reported)</b><BR>
<b>May 16, 2002</b><BR><BR>
<b>Commission file number 1-13163</b></font><BR></p>

<HR SIZE=1 WIDTH=15% ALIGN=CENTER NOSHADE>

<p align=center><b><FONT SIZE=4>YUM! BRANDS, INC.</font></b><BR>
<font size=3>(Exact name of registrant as specified in its charter)</font><BR>
<BR>

<TABLE>
<TR VALIGN="BOTTOM">
     <TD align=center width=35%>North Carolina</Td>
<td width=40%>&nbsp;</td>
     <Td  align=center width=25%>13-3951308</Td></TR>
<TR VALIGN="TOP">
     <TD align=center ><HR Size=1 noshade width=85%></TD>
<td>&nbsp;</td>
     <TD align=center ><HR Size=1 noshade width=70%></TD></TR>
<TR VALIGN="TOP">
     <TD align=center >(State or other jurisdiction</TD>
<td>&nbsp;</td>
     <TD align=center >(IRS Employer</TD></TR>
<TR VALIGN="TOP">
     <TD align=center >of incorporation or organization)</TD>
<td>&nbsp;</td>
     <TD align=center > Identification No.)</TD></TR>
</TABLE><BR><BR>

<p align=center>1441 Gardiner Lane, Louisville, Kentucky&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;40213<BR>
(Address of principal executive offices)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(Zip Code)</p>

<BR>

<p align=center>Registrant's telephone number, including area code:&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;(502) 874-8300</p>

<BR>

<p align=center>Former name or former address, if changed since last report:
&nbsp;&nbsp;TRICON Global Restaurants, Inc.</P>

<BR><BR>

<HR SIZE=5 NOSHADE>

<BR><BR>


<p>Item 5.&nbsp;<U>OTHER EVENTS</U></p>

<blockquote>On May 16, 2002, the Registrant issued a press release announcing that shareholders had
approved the Registrant's name change from TRICON Global Restaurants, Inc. to YUM! Brands, Inc. at the
annual meeting of shareholders held in Louisville, Kentucky on May 16, 2002 and that the name change would become
effective at 5:00 p.m. Eastern Time on May 16, 2002.  <BR><BR>

The name change has been reflected in the Registrant's Restated Articles of Incorporation and the
Registrant's Amended and Restated Bylaws, which are attached as Exhibits 3.1 and 3.2, respectively<BR><BR>

A copy of the press release announcing the Registrant's name change is attached as Exhibit 99, which, in its
entirety, is incorporated herein by reference.</blockquote>

<p>Item 7.&nbsp;<U>FINANCIAL STATEMENTS AND EXHIBITS</U></p>

<blockquote>(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Exhibits<BR><BR>

99&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Press release dated May 16, 2002 from TRICON Global Restaurants, Inc. <BR><BR>

3.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Restated Articles of Incorporation of YUM! Brands, Inc.<BR><BR>

3.2&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Amended and Restated May 16, 2002 Bylaws of YUM! Brands, Inc.</blockquote>


<BR><BR><BR>
<p align=center>2</P>
<HR SIZE=1 NOSHADE>
<BR><BR><BR>

<p ALIGN=CENTER><FONT SIZE=3>SIGNATURE</FONT></p>

<p align=left>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the  requirements of the
Securities  Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned hereunto duly authorized.</p>


<TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="TOP">
<TD WIDTH="45%">&nbsp;</td>
<TD><U>YUM! BRANDS, INC.</u><BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(Registrant)<BR>
</TD></TR>
</TABLE>
<BR>
<BR><BR><BR>

<TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="TOP">
<TD WIDTH="45%">Date:&nbsp;&nbsp;May 17, 2002</td>
<TD><U>/s/&nbsp;&nbsp;&nbsp;&nbsp;Matthew M. Preston&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u><BR>
Vice President and Associate General Counsel

<BR>
</TD></TR>
</TABLE>

<HR noshade>


<BR><BR><BR><BR><BR>

<p align=right>Contact:&nbsp;&nbsp;&nbsp;Amy Sherwood<BR>
&nbsp;&nbsp;&nbsp;502-874-8200


<H3>TRICON GLOBAL RESTAURANTS SHAREHOLDERS APPROVE COMPANY NAME CHANGE TO YUM! BRANDS,
INC.</H3>

<H3>NEW NAME REFLECTS EXPANDED PORTFOLIO OF RESTAURANT BRANDS AND COMPANY'S MULTIBRANDING
LEADERSHIP</H3>


<P><B>LOUISVILLE, KY (May 16, 2002)</B> - Tricon Global Restaurants, Inc. (NYSE:YUM) today
announced it received shareholders' approval to change its corporate name to Yum! Brands,
Inc. The Company's international business will now be called Yum! Restaurants
International. The vote came at the Company's Annual Shareholders' Meeting held today in
Louisville, KY. The name change is effective as of 5:00 p.m. EDT today.</P>

<P>"Yum! Brands better reflects our expanding portfolio of brands and the unique fun and
recognition culture we are driving across our global company," said David Novak, Yum!
Brands Chairman and Chief Executive Officer. "It also represents our ticker symbol on the
New York Stock Exchange, and reinforces our Customer Mania passion to put a 'Yum' on our
customers faces all around the world," Novak said.</P>

<P>Last week, the Company announced both the completion of its acquisition of Long John
Silver's and A&amp;W All-American Food Restaurants from Yorkshire Global Restaurants, and a
two-for-one split of its outstanding shares of common stock with a record date of June 6,
2002.</P>

<P>The acquisition of Long John Silver's and A&amp;W All-American Food Restaurants accelerates
the Company's multibranding strategy of offering consumers two brands and more choice in
one restaurant. Yum! Brands already is the worldwide leader in multibranding, with 1,500
such restaurants generating $1.5 billion in annual system sales from various combinations
of its category-leading restaurant brands.</P>

<P>"Our customers love the choice and variety multibranding offers, and our returns far
exceed our cost of capital, making mutibranding a win-win for our customers and
shareholders alike. We view multibranding as a key enabler to accelerate the renewal of
our existing asset base in the United States," said Novak.</P>

<P>Tricon Global Restaurants, Inc, based in Louisville, Kentucky, is the world's largest
restaurant company in terms of system units with over 32,500 restaurants in more than 100
countries and territories. Four of the company's restaurant brands - KFC, Pizza Hut, Taco
Bell and Long John Silver's -- are the global leaders of the chicken, pizza,
Mexican-style food and quick service seafood categories, respectively. Since 1919, A&amp;W All-American
Food has been serving a signature frosty mug root beer float and all-American pure-beef
hamburgers and hot dogs, making it the longest running quick service franchise chain in
America.</P>


<P>This announcement contains forward-looking statements within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended. These statements include those identified by such words as may,
will, expect, anticipate, believe, plan and other similar terminology. These
"forward-looking" statements reflect management's current expectations regarding future
events and operating and financial performance and are based on currently available data.
However, actual results are subject to future events and uncertainties, which could cause
actual results to differ from those projected in this announcement. Factors that can
cause actual results to differ materially include: changes in global and local business,
economic and political conditions in the countries and territories where Tricon operates;
changes in currency exchange and interest rates; changes in commodity, labor and other
operating costs; changes in competition in the food industry, consumer preferences,
spending patterns and demographic trends; the effectiveness of our operating initiatives
and advertising and promotional efforts; new-product and concept development by Tricon
and other food-industry competitors; the success of our refranchising strategy; the
ongoing business viability of our franchise and license operators; our ability to secure
alternative distribution to our restaurants at competitive rates and to ensure adequate
supplies of restaurant products and equipment in our stores; our actuarially determined
casualty loss estimates; changes in legislation and governmental regulation; and changes
in accounting policies and practices. Further information about factors that could affect
Tricon's financial and other results are included in the company's Forms 10-Q and 10-K,
filed with the Securities and Exchange Commission.</P>


<BR><BR><BR>
<HR noshade>




<P align=right><b>Exhibit 3.1</b></P>

<P align=center><b>RESTATED ARTICLES OF INCORPORATION<BR><BR>
OF<BR><BR>
YUM! Brands, Inc.</b></p>
<BR>



<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;FIRST: The name of the corporation is YUM! Brands, Inc., hereinafter referred to as
the "Corporation."</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECOND: The Corporation shall have authority to issue 1,000,000,000 shares, without
par value, of which 750,000,000 shall be Common Shares, and of which 250,000,000 shares
shall be Preferred Shares, with the following powers, preferences and rights, and
qualifications, limitations and restrictions.</P>

<ol type=a><li>Except as otherwise  provided by law, each Common Share shall have one vote, and,  except as otherwise  provided in respect of
                  any series of Preferred  Shares  hereafter  classified or  reclassified,  the exclusive voting power for all purposes
                  shall be vested in the holders of the Common Shares.  In the event of any  liquidation,  dissolution or winding up of
                  the Corporation,  whether voluntary or involuntary, the holders of the Common Shares shall be entitled, after payment
                  or provision for payment of the debts and other  liabilities of the  Corporation  and the amount to which the holders
                  of any series of Preferred  Shares  hereafter  classified or reclassified  having a preference on distribution in the
                  liquidation,  dissolution or winding up of the Corporation  shall be entitled,  to share ratably in the remaining net
                  assets of the Corporation.<BR><BR>

<LI>The Board of Directors is authorized,  subject to limitations  prescribed by the North Carolina Business  Corporation
                  Act ("NCBCA") and these  Articles of  Incorporation,  to adopt and file from time to time articles of amendment  that
                  authorize  the  issuance of  Preferred  Shares  which may be divided  into two or more series with such  preferences,
                  limitations,  and relative rights as the Board of Directors may determine;  provided,  however, that no holder of any
                  Preferred  Share shall be authorized or entitled to receive upon the  involuntary  liquidation of the  Corporation an
                  amount in excess of $100.00 per Preferred Share.<BR><BR>

<LI><U>Series A Junior  Participating  Preferred  Stock.</u> A series of Preferred  Shares of the Corporation is hereby created,
                  and the designation and amount thereof and the voting powers, preferences and relative,  participating,  optional and
                  other special rights of the shares of such series, and the  qualifications,  limitations or restrictions  thereof are
                  as follows:<BR><BR>
<ol type=1><LI><U>Designation  and Amount</u>.  The shares of such series shall be  designated  as "Series A Junior  Participating
                           Preferred Stock" and the number of shares constituting such series shall be 750,000.<BR><BR>

<li><u>Dividends and Distributions.</u><BR><BR>

<ol type=A><li>Subject to the prior and superior  rights of the holders of any Preferred  Shares  ranking prior and superior to the shares of
                                    Series A Junior Participating  Preferred Stock with respect to dividends,  the holders of shares of
                                    Series A Junior  Participating  Preferred  Stock  shall be entitled  to  receive,  when,  as and if
                                    declared by the Board of  Directors  out of funds  legally  available  for the  purpose,  quarterly
                                    dividends  payable in cash on the first day of January,  April, July and October in each year (each
                                    such date being  referred to herein as a "Quarterly  Dividend  Payment  Date"),  commencing  on the
                                    first  Quarterly  Dividend  Payment Date after the first issuance of a share or fraction of a share
                                    of Series A Junior  Participating  Preferred  Stock, in an amount per share (rounded to the nearest
                                    cent)  equal  to the  greater  of (a)  $10.00  or (b)  subject  to  the  provision  for  adjustment
                                    hereinafter set forth, 1,000 times the aggregate per share amount of all cash dividends,  and 1,000
                                    times  the  aggregate  per  share  amount  (payable  in kind) of all  non-cash  dividends  or other
                                    distributions  other than a dividend  payable in Common Shares or a subdivision of the  outstanding
                                    Common Shares (by reclassification or otherwise),  declared on the Common Shares of the Corporation
                                    since the  immediately  preceding  Quarterly  Dividend  Payment Date, or, with respect to the first
                                    Quarterly  Dividend  Payment Date,  since the first issuance of any share or fraction of a share of
                                    Series A Junior  Participating  Preferred  Stock.  In the event the  Corporation  shall at any time
                                    after July 21, 1998 (the  "Rights  Declaration  Date") (i) declare  any  dividend on Common  Shares
                                    payable in Common  Shares,(ii)  subdivide  the  outstanding  Common  Shares,  or (iii)  combine the
                                    outstanding  Common  Shares into a smaller  number of shares,  then in each such case the amount to
                                    which holders of shares of Series A Junior Participating  Preferred Stock were entitled immediately
                                    prior to such event under clause (b) of the  preceding  sentence  shall be adjusted by  multiplying
                                    such  amount by a  fraction  the  numerator  of which is the  number of Common  Shares  outstanding
                                    immediately  after such event and the denominator of which is the number of Common Shares that were
                                    outstanding immediately prior to such event.<BR><BR>

<LI>The Corporation shall declare a dividend or distribution on the Series A Junior  Participating  Preferred Stock as provided in
                                    Paragraph (A) above  immediately  after it declares a dividend or distribution on the Common Shares
                                    (other  than a dividend  payable in Common  Shares);  provided  that,  in the event no  dividend or
                                    distribution  shall have been declared on the Common Shares during the period between any Quarterly
                                    Dividend  Payment  Date and the next  subsequent  Quarterly  Dividend  Payment  Date, a dividend of
                                    $10.00  per share on the  Series A Junior  Participating  Preferred  Stock  shall  nevertheless  be
                                    payable on such subsequent Quarterly Dividend Payment Date.<BR><BR>

<LI>Dividends  shall begin to accrue and be cumulative on  outstanding  shares of Series A Junior  Participating  Preferred  Stock
                                    from the Quarterly  Dividend Payment Date next preceding the date of issue of such shares of Series
                                    A Junior  Participating  Preferred  Stock,  unless the date of issue of such shares is prior to the
                                    record date for the first Quarterly  Dividend  Payment Date, in which case dividends on such shares
                                    shall  begin to accrue  from the date of issue of such  shares,  or  unless  the date of issue is a
                                    Quarterly  Dividend  Payment  Date or is a date  after the  record  date for the  determination  of
                                    holders of shares of Series A Junior Participating  Preferred Stock entitled to receive a quarterly
                                    dividend and before such Quarterly  Dividend Payment Date, in either of which events such dividends
                                    shall begin to accrue and be cumulative  from such  Quarterly  Dividend  Payment Date.  Accrued but
                                    unpaid  dividends  shall  not  bear  interest.  Dividends  paid on the  shares  of  Series A Junior
                                    Participating  Preferred  Stock in an amount less than the total  amount of such  dividends  at the
                                    time  accrued and payable on such shares  shall be  allocated  pro rata on a  share-by-share  basis
                                    among all such shares at the time  outstanding.  The Board of  Directors  may fix a record date for
                                    the  determination of holders of shares of Series A Junior  Participating  Preferred Stock entitled
                                    to receive payment of a dividend or distribution  declared  thereon,  which record date shall be no
                                    more than 30 days prior to the date fixed for the payment thereof.</ol><BR>

<LI><U>Voting  Rights.</u>  The  holders of shares of Series A Junior  Participating  Preferred  Stock  shall have the  following  voting
                           rights:<BR><BR>

                           <OL type=A><LI>Subject to the  provision  for  adjustment  hereinafter  set  forth,  each share of Series A Junior
                                    Participating  Preferred  Stock  shall  entitle  the holder  thereof to 1,000  votes on all matters
                                    submitted to a vote of the shareholders of the Corporation.  In the event the Corporation  shall at
                                    any time after the Rights  Declaration  Date (i) declare any dividend on Common  Shares  payable in
                                    Common Shares,  (ii) subdivide the  outstanding  Common  Shares,  or (iii) combine the  outstanding
                                    Common  Shares  into a smaller  number of  shares,  then in each such case the  number of votes per
                                    share to which  holders of shares of Series A Junior  Participating  Preferred  Stock were entitled
                                    immediately  prior to such event  shall be adjusted by  multiplying  such number by a fraction  the
                                    numerator of which is the number of Common Shares outstanding  immediately after such event and the
                                    denominator  of which is the number of Common  Shares that were  outstanding  immediately  prior to
                                    such event.<BR><BR>

<LI>Except  as  otherwise  provided  herein  or by law,  the  holders  of  shares  of  Series  A Junior
                                    Participating  Preferred Stock and the holders of Common Shares shall vote together as one class on
                                    all matters submitted to a vote of shareholders of the Corporation.<BR><BR>

<LI><ol type=i><li>If at any time  dividends  on any Series A Junior  Participating  Preferred  Stock  shall be in
                                        arrears in an amount equal to six (6)  quarterly  dividends  thereon,  the  occurrence  of such
                                        contingency  shall mark the  beginning of a period  (herein  called a "default  period")  which
                                        shall extend until such time when all accrued and unpaid  dividends for all previous  quarterly
                                        dividend  periods  and for the  current  quarterly  dividend  period on all  shares of Series A
                                        Junior Participating  Preferred Stock then outstanding shall have been declared and paid or set
                                        apart for payment.  During each default  period,  all holders of  Preferred  Shares  (including
                                        holders of the Series A Junior  Participating  Preferred Stock) with dividends in arrears in an
                                        amount  equal to six (6)  quarterly  dividends  thereon,  voting  as a class,  irrespective  of
                                        series, shall have the right to elect two (2) directors.<BR><BR>

<LI>During  any  default  period,  such  voting  right of the  holders  of Series A Junior  Participating  Preferred  Stock may be
                                        exercised  initially at a special meeting called pursuant to subparagraph (iii) of this Section
                                        3(C)  or at  any  annual  meeting  of  shareholders,  and  thereafter  at  annual  meetings  of
                                        shareholders,  provided  that  neither  such  voting  right nor the right of the holders of any
                                        other series of Preferred Shares, if any, to increase,  in certain cases, the authorized number
                                        of directors shall be exercised  unless the holders of ten percent (10%) in number of Preferred
                                        Shares  outstanding  shall be  present  in person or by proxy.  The  absence of a quorum of the
                                        holders of Common  Shares shall not affect the  exercise by the holders of Preferred  Shares of
                                        such voting  right.  At any meeting at which the holders of  Preferred  Shares  shall  exercise
                                        such voting  right  initially  during an existing  default  period,  they shall have the right,
                                        voting  as a class,  to  elect  directors  to fill  such  vacancies,  if any,  in the  Board of
                                        Directors  as may then  exist up to two (2)  directors  or, if such  right is  exercised  at an
                                        annual  meeting,  to elect two (2)  directors.  If the  number  which may be so  elected at any
                                        special  meeting does not amount to the required  number,  the holders of the Preferred  Shares
                                        shall have the right to make such  increase in the number of directors as shall be necessary to
                                        permit the election by them of the required  number.  After the holders of the Preferred Shares
                                        shall have  exercised  their  right to elect  directors  in any  default  period and during the
                                        continuance of such period,  the number of directors shall not be increased or decreased except
                                        by vote of the holders of Preferred  Shares as herein provided or pursuant to the rights of any
                                        equity  securities  ranking  senior to or pari  passu  with the  Series A Junior  Participating
                                        Preferred Stock.<BR><BR>

<LI>Unless the holders of Preferred  Shares shall,  during an existing  default period,  have previously  exercised their right to
                                        elect  directors,  the Board of Directors may order, or any shareholder or shareholders  owning
                                        in the  aggregate  not less than ten percent  (10%) of the total  number of shares of Preferred
                                        Shares  outstanding,  irrespective of series, may request,  the calling of a special meeting of
                                        the holders of Preferred  Shares,  which meeting shall thereupon be called by the President,  a
                                        Vice-President  or the Secretary of the  Corporation.  Notice of such meeting and of any annual
                                        meeting at which holders of Preferred  Shares are entitled to vote  pursuant to this  Paragraph
                                        (C)(iii) shall be given to each holder of record of Preferred  Shares by mailing a copy of such
                                        notice to him at his last  address as the same  appears on the books of the  Corporation.  Such
                                        meeting  shall be called for a time not  earlier  than 20 days and not later than 60 days after
                                        such order or request or in default of the  calling of such  meeting  within 60 days after such
                                        order or  request,  such  meeting  may be  called  on  similar  notice  by any  shareholder  or
                                        shareholders  owning in the  aggregate  not less than ten percent  (10%) of the total number of
                                        shares of Preferred  Shares  outstanding.  Notwithstanding  the  provisions  of this  Paragraph
                                        (C)(iii),  no such special meeting shall be called during the period within 60 days immediately
                                        preceding the date fixed for the next annual meeting of the shareholders.<BR><BR>

<LI>In any default  period,  the holders of Common Shares,  and other classes of stock of the  Corporation  if  applicable,  shall
                                        continue to be entitled to elect the whole number of  directors  until the holders of Preferred
                                        Shares shall have  exercised  their right to elect two (2) directors  voting as a class,  after
                                        the exercise of which right (x) the  directors  so elected by the holders of  Preferred  Shares
                                        shall  continue in office  until their  successors  shall have been  elected by such holders or
                                        until the expiration of the default  period,  and (y) any vacancy in the Board of Directors may
                                        (except as provided in Paragraph  (C)(ii) of this Section 3) be filled by vote of a majority of
                                        the remaining directors  theretofore elected by the holders of the class of stock which elected
                                        the  director  whose office  shall have become  vacant.  References  in this  Paragraph  (C) to
                                        directors  elected by the  holders  of a  particular  class of stock  shall  include  directors
                                        elected  by such  directors  to fill  vacancies  as  provided  in clause  (y) of the  foregoing
                                        sentence.<BR><BR>

<LI>Immediately  upon the  expiration of a default  period,  (x) the right of the holders of Preferred  Shares as a class to elect
                                        directors  shall  cease,  (y) the term of any  directors  elected by the  holders of  Preferred
                                        Shares as a class shall terminate,  and (z) the number of directors shall be such number as may
                                        be provided for in the Restated  Articles of  Incorporation  or By-laws of the Corporation (the
                                        "By-laws")  irrespective  of any increase made pursuant to the provisions of Paragraph  (C)(ii)
                                        of this Section 3 (such number  being  subject,  however,  to change  thereafter  in any manner
                                        provided by law or in the Restated  Articles of  Incorporation  or By-laws).  Any  vacancies in
                                        the Board of  Directors  effected by the  provisions  of clauses  (y) and (z) in the  preceding
                                        sentence may be filled by a majority of the remaining directors.</ol>

<LI>Except as set forth herein, holders of Series A Junior Participating  Preferred Stock shall have no
                                    special  voting  rights and their  consent  shall not be  required  (except to the extent  they are
                                    entitled  to vote with  holders of Common  Shares as set forth  herein)  for  taking any  corporate
                                    action.</ol><BR>

<li><U>Certain Restrictions.</u><BR><BR>

<OL type=A><LI>Whenever  quarterly  dividends or other  dividends or  distributions  payable on the Series A Junior  Participating  Preferred
                                   Stock as  provided  in  Section  2 are in  arrears,  thereafter  and until all  accrued  and  unpaid
                                   dividends and  distributions,  whether or not declared,  on shares of Series A Junior  Participating
                                   Preferred Stock outstanding shall have been paid in full, the Corporation shall not<BR><BR>

<ol type=i><li>declare or pay dividends on, make any other  distributions  on, or redeem or purchase or otherwise  acquire for  consideration
                                        any shares of stock ranking junior (either as to dividends or upon liquidation,  dissolution or
                                        winding up) to the Series A Junior Participating Preferred Stock;<BR><BR>
<LI>declare  or pay  dividends  on or make any other  distributions  on any  shares of stock  ranking  on a parity  (either  as to
                                        dividends  or  upon  liquidation,   dissolution  or  winding  up)  with  the  Series  A  Junior
                                        Participating   Preferred  Stock,  except  dividends  paid  ratably  on  the  Series  A  Junior
                                        Participating  Preferred  Stock and all such parity stock on which  dividends are payable or in
                                        arrears in  proportion  to the total  amounts to which the  holders of all such shares are then
                                        entitled;<BR><BR>

<LI>redeem or purchase or otherwise acquire for  consideration  shares of any stock ranking on a parity (either as to dividends or
                                        upon liquidation,  dissolution or winding up) with the Series A Junior Participating  Preferred
                                        Stock,  provided that the  Corporation  may at any time redeem,  purchase or otherwise  acquire
                                        shares of any such parity stock in exchange for shares of any stock of the Corporation  ranking
                                        junior (either as to dividends or upon dissolution,  liquidation or winding up) to the Series A
                                        Junior Participating Preferred Stock; or<BR><BR>

<LI>purchase or otherwise acquire for consideration  any shares of Series A Junior  Participating  Preferred Stock, or any shares
                                        of stock ranking on a parity with the Series A Junior Participating  Preferred Stock, except in
                                        accordance  with a purchase offer made in writing or by publication (as determined by the Board
                                        of Directors)  to all holders of such shares upon such terms as the Board of  Directors,  after
                                        consideration  of  the  respective   annual  dividend  rates  and  other  relative  rights  and
                                        preferences of the respective series and classes,  shall determine in good faith will result in
                                        fair and equitable treatment among the respective series or classes.</ol>

<LI>The Corporation  shall not permit any subsidiary of the  Corporation to purchase or otherwise  acquire for  consideration  any
                                    shares of stock of the  Corporation  unless the  Corporation  could,  under  Paragraph  (A) of this
                                    Section 4, purchase or otherwise acquire such shares at such time and in such manner.</ol><BR>

<LI><U>Reacquired  Shares.</u>  Any shares of Series A Junior  Participating  Preferred  Stock  purchased  or  otherwise  acquired by the
                           Corporation  in any  manner  whatsoever  shall be  retired  and  cancelled  promptly  after the  acquisition
                           thereof.  All such shares shall upon their cancellation  become authorized but unissued Preferred Shares and
                           may be reissued as part of a new series of Preferred  Shares to be created by resolution or  resolutions  of
                           the Board of Directors, subject to the conditions and restrictions on issuance set forth herein.<BR><BR>

<LI><U>Liquidation, Dissolution or Winding Up.</u><BR><BR>

<OL type=A><LI>Upon any liquidation,  dissolution or winding up of the Corporation,  no distribution shall be made
                                    to the holders of shares of stock  ranking  junior  (either as to  dividends  or upon  liquidation,
                                    dissolution  or winding up) to the Series A Junior  Participating  Preferred  Stock  unless,  prior
                                    thereto,  the  holders  of shares of  Series A Junior  Participating  Preferred  Stock  shall  have
                                    received an amount equal to $1,000 per share of Series A  Participating  Preferred  Stock,  plus an
                                    amount equal to accrued and unpaid dividends and  distributions  thereon,  whether or not declared,
                                    to the date of such payment (the "Series A Liquidation  Preference").  Following the payment of the
                                    full amount of the Series A Liquidation  Preference,  no additional  distributions shall be made to
                                    the holders of shares of Series A Junior  Participating  Preferred Stock unless, prior thereto, the
                                    holders of Common  Shares shall have received an amount per share (the "Common  Adjustment")  equal
                                    to the quotient  obtained by dividing  (i) the Series A  Liquidation  Preference  by (ii) 1,000 (as
                                    appropriately  adjusted  as set forth in  subparagraph  (C) below to reflect  such  events as stock
                                    splits,  stock dividends and  recapitalizations  with respect to the Common Shares) (such number in
                                    clause (ii),  the  "Adjustment  Number").  Following the payment of the full amount of the Series A
                                    Liquidation  Preference and the Common Adjustment in respect of all outstanding  shares of Series A
                                    Junior Participating  Preferred Stock and Common Shares,  respectively,  holders of Series A Junior
                                    Participating  Preferred  Stock and  holders of Common  Shares  shall  receive  their  ratable  and
                                    proportionate  share of the  remaining  assets to be  distributed  in the  ratio of the  Adjustment
                                    Number to 1 with  respect  to such  Preferred  Shares  and  Common  Shares,  on a per share  basis,
                                    respectively.<BR><BR>

<LI>In the event,  however,  that there are not sufficient  assets available to permit payment in full of the Series A Liquidation
                                    Preference and the liquidation  preferences of all other series of Preferred  Shares, if any, which
                                    rank on a parity  with the  Series A Junior  Participating  Preferred  Stock,  then such  remaining
                                    assets shall be  distributed  ratably to the holders of such parity  shares in  proportion to their
                                    respective  liquidation  preferences.  In the event,  however, that there are not sufficient assets
                                    available to permit payment in full of the Common  Adjustment,  then such remaining assets shall be
                                    distributed ratably to the holders of Common Shares.<BR><BR>

<LI>In the event the  Corporation  shall at any time after the Rights  Declaration  Date (i) declare any dividend on Common Shares
                                    payable in Common  Shares,  (ii)  subdivide the  outstanding  Common  Shares,  or (iii) combine the
                                    outstanding  Common Shares into a smaller  number of shares,  then in each such case the Adjustment
                                    Number in effect  immediately  prior to such event shall be adjusted by multiplying such Adjustment
                                    Number by a fraction the numerator of which is the number of Common Shares outstanding  immediately
                                    after such event and the denominator of which is the number of Common Shares that were  outstanding
                                    immediately prior to such event.<BR><BR>

<LI>Notwithstanding the other provisions of this Section 6, no holder of shares of Series A Junior  Participating  Preferred Stock
                                    shall be authorized or entitled to receive upon the  involuntary  liquidation of the Corporation an
                                    amount in excess of $100.00 per share.</ol><BR>

<LI><u>Consolidation,  Merger,  etc.</u>  In case the  Corporation  shall  enter into any  consolidation,  merger,  combination  or other
                           transaction  in which the Common Shares are exchanged  for or changed into other stock or  securities,  cash
                           and/or  any other  property,  then in any such case the  shares of Series A Junior  Participating  Preferred
                           Stock  shall at the same time be  similarly  exchanged  or changed in an amount  per share  (subject  to the
                           provision  for  adjustment  hereinafter  set  forth)  equal to 1,000  times the  aggregate  amount of stock,
                           securities,  cash and/or any other property  (payable in kind),  as the case may be, into which or for which
                           each Common Share is changed or exchanged.  In the event the Corporation  shall at any time after the Rights
                           Declaration  Date (i) declare any dividend on Common Share  payable in Common  Shares,  (ii)  subdivide  the
                           outstanding  Common Shares, or (iii) combine the outstanding  Common Shares into a smaller number of shares,
                           then in each such case the amount set forth in the  preceding  sentence  with  respect  to the  exchange  or
                           change of shares of Series A Junior  Participating  Preferred  Stock shall be adjusted by  multiplying  such
                           amount by a fraction the numerator of which is the number of Common  Shares  outstanding  immediately  after
                           such event and the  denominator  of which is the number of Common Shares that were  outstanding  immediately
                           prior to such event.<BR><BR>

<LI><u>No Redemption.</u>  The shares of Series A Junior Participating Preferred Stock shall not be redeemable.<BR><BR>

<LI><U>Ranking.</u>  The Series A Junior  Participating  Preferred  Stock  shall  rank  junior to all other  series of the  Corporation's
                           Preferred  Shares,  if any, as to the payment of dividends and the distribution of assets,  unless the terms
                           of any such series shall provide otherwise.<BR><BR>

<LI><U>Amendment.</u>  At any time when any  shares of Series A Junior  Participating  Preferred  Stock  are  outstanding,  the  Restated
                           Articles of  Incorporation  of the  Corporation  shall not be amended in any manner  which would  materially
                           alter or change the powers,  preferences  or special rights of the Series A Junior  Participating  Preferred
                           Stock so as to affect them adversely  without the  affirmative  vote of the holders of a majority or more of
                           the outstanding shares of Series A Junior Participating Preferred Stock, voting separately as a class.<BR><BR>

<LI><U>Fractional  Shares.</U>  Series A Junior  Participating  Preferred Stock may be issued in fractions of a share which shall entitle
                           the holder, in proportion to such holder's fractional shares, to exercise voting rights,  receive dividends,
                           participate  in  distributions  and to have the  benefit  of all other  rights of holders of Series A Junior
                           Participating Preferred Stock.<BR><BR></ol>
</ol>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;THIRD:  The address of the registered  office of the  Corporation in the State of North Carolina is 225  Hillsborough  Street,
Raleigh, Wake County, North Carolina 27603; and the name of its initial registered agent at such address is CT Corporation System.</p>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;FOURTH: No holder of any share of the Corporation, whether now or hereinafter
authorized, shall have any preemptive right to subscribe for or to purchase any shares or
other securities of the Corporation, nor have any right to cumulate his votes for the
election of Directors. At all meetings of the Shareholders of the Corporation, a quorum
being present, all matters (other than the election of Directors) shall be decided by the
vote of the holders of a majority of the stock of the Corporation, present in person or
by proxy, and entitled to vote thereat.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;FIFTH: The following provisions are intended for the management of the business and
for the regulation of the affairs of the Corporation, and it is expressly provided that
the same are intended to be in furtherance and not in limitation of the powers conferred
by statute:</P>

<ol type=a><LI>The Board of Directors shall have the exclusive power and authority to direct  management of the business and affairs
                  of the Corporation and shall exercise all corporate  powers,  and possess all authority,  necessary or appropriate to
                  carry out the intent of this  provision,  and which are  customarily  exercised by the board of directors of a public
                  company.  In furtherance of the foregoing,  but without  limitation,  the Board of Directors shall have the exclusive
                  power and  authority  to: (a) elect all  executive  officers of the  Corporation  as the Board may deem  necessary or
                  desirable from time to time, to serve at the pleasure of the Board;  (b) fix the  compensation of such officers;  (c)
                  fix the  compensation  of  Directors;  and (d) determine the time and place of all meetings of the Board of Directors
                  and Shareholders of the Corporation.  A scheduled  meeting of Shareholders may be postponed by the Board of Directors
                  by public notice given at or prior to the time of the meeting.<BR><BR>

<LI>The number of Directors  constituting  the Board of Directors shall not be less than three nor more than fifteen,  as
                  may be fixed from time to time by  resolution  duly adopted by the Board of  Directors.  Provided  that the number of
                  members of the Board of  Directors  equals or exceeds  the number  required  under the NCBCA to stagger  the terms of
                  Directors,  from and after the first annual Shareholders' meeting, the Board of Directors shall be divided into three
                  classes, as nearly equal in number as may be possible,  to serve respectively until the annual meetings in 1998, 1999
                  and 2000 in the classes designated by the shareholder of the Corporation at the 1997 Annual Meeting,  and until their
                  successors  shall be elected and shall qualify,  and thereafter the successors shall be elected to serve for terms of
                  three years and until their successors  shall be elected and shall qualify.  In the event of any increase or decrease
                  in the number of Directors,  the  additional or eliminated  directorships  shall be so classified or chosen such that
                  all classes of Directors shall remain or become equal in number, as nearly as may be possible.<BR><BR>

<LI>A vacancy occurring on the Board of Directors,  including,  without limitation,  a vacancy resulting from an increase
                  in the number of  Directors  or from the failure by  Shareholders  of the  Corporation  to elect the full  authorized
                  number of Directors,  may only be filled by a majority of the remaining  Directors or by the sole remaining  Director
                  in office. In the event of the death, resignation,  retirement,  removal or disqualification of a Director during his
                  elected  term of office,  his  successor  shall serve until the next  Shareholders'  meeting at which  Directors  are
                  elected.  Directors may be removed from office only for cause.<BR><BR>

<LI>The Board of Directors may adopt, amend or repeal the Corporation's  Bylaws, in whole or in part, including amendment
                  or repeal of any Bylaw adopted by the Shareholders of the Corporation.<BR><BR>

<LI>The  Corporation  may in its Bylaws  confer upon  Directors  powers  additional  to the  foregoing and the powers and
                  authorities conferred upon them by statute.<BR><BR>

<LI>The Corporation reserves the right to amend, alter,  change, or repeal any provision herein contained,  in the manner
                  now or hereafter prescribed by law, and all the rights conferred upon Shareholders  hereunder are granted, and are to
                  be held and enjoyed, subject to such rights of amendment, alteration, change or repeal.<BR><BR>

<LI>The  only  qualifications  for  Directors  of the  Corporation  shall  be  those  set  forth  in  these  Articles  of
                  Incorporation.  Directors need not be residents of the State of North Carolina or Shareholders of the Corporation.<BR><BR>

<LI>The Board of Directors may create and make  appointments  to one or more  committees  of the Board  comprised  exclusively  of
                  Directors  who will serve at the  pleasure  of the Board and who may have and  exercise  such  powers of the Board in
                  directing  the  management  of the business and affairs of the  Corporation  as the Board may  delegate,  in its sole
                  discretion,  consistent with the provisions of the NCBCA and these Articles of Incorporation.  The Board of Directors
                  may not delegate its authority over the  expenditure of funds of the  Corporation  except to a committee of the Board
                  and except to one or more officers of the Corporation  elected by the Board. No committee  comprised of persons other
                  than members of the Board of Directors  shall possess or exercise any authority in the management of the business and
                  affairs of the Corporation.<BR><BR></ol>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SIXTH:</p>

<ol type=a><LI>The  Corporation  shall,  to the fullest  extent from time to time  permitted by law,  indemnify  its  Directors  and
                  officers against all liabilities and expenses in any suit or proceedings, whether civil, criminal,  administrative or
                  investigative,  and  whether or not brought by or on behalf of the  Corporation,  including  all  appeals  therefrom,
                  arising out of their status as such or their activities in any of the foregoing capacities,  unless the activities of
                  the person to be  indemnified  were at the time taken known or believed by such  Director or officer to be clearly in
                  conflict  with the  best  interests  of the  Corporation.  The  Corporation  shall  likewise  and to the same  extent
                  indemnify  any person who,  at the request of the  Corporation,  is or was serving as a Director,  officer,  partner,
                  trustee,  employee or agent of another foreign or domestic corporation,  partnership,  joint venture,  trust or other
                  enterprise, or as a trustee or administrator under any employee benefit plan.<BR><BR>

<LI>The right to be indemnified  hereunder shall include,  without  limitation,  the right of a Director or officer to be
                  paid expenses in advance of the final  disposition  of any  proceedings  upon receipt of an undertaking to repay such
                  amount unless it shall ultimately be determined that he or she is entitled to be indemnified hereunder.<BR><BR>

<LI>A person entitled to  indemnification  hereunder shall also be paid  reasonable  costs,  expenses and attorneys' fees
                  (including expenses) in connection with the enforcement of rights to the indemnification granted hereunder.<BR><BR>

<LI>The  foregoing  rights  of  indemnification  shall  not be  exclusive  of any other  rights  to which  those  seeking
                  indemnification  may be entitled and shall not be limited by the  provisions  of Section  55-8-51 of the NCBCA or any
                  successor statute.<BR><BR>

<LI>The  Board of  Directors  may take  such  action  as it deems  necessary  or  desirable  to carry  out  these  indemnification
                  provisions,  including  adopting  procedures for determining and enforcing the rights guaranteed  hereunder,  and the
                  Board of Directors is expressly empowered to adopt,  approve and amend from time to time such Bylaws,  resolutions or
                  contracts implementing such provisions or such further indemnification arrangement as may be permitted by law.<BR><BR>

<LI>Neither the  amendment  or repeal of this  Article,  nor the  adoption of any  provision  of these  Articles of these
                  Articles of  Incorporation  inconsistent  with this Article,  shall eliminate or reduce any right to  indemnification
                  afforded by this Article to any person with respect to their status or any  activities in their  official  capacities
                  prior to such amendment, repeal or adoption.</ol><BR>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SEVENTH:  To the full extent from time to time  permitted  by law, no person who is serving or who has served as a Director of
the  Corporation  shall be  personally  liable in any action for  monetary  damages for breach of any duty as a Director,  whether such
action is brought by or in the right of the  Corporation  or  otherwise.  Neither  the  amendment  or repeal of this  Article,  nor the
adoption of any provision of these Articles of Incorporation  inconsistent with this Article,  shall eliminate or reduce the protection
afforded by this Article to a Director of the Corporation  with respect to any matter which occurred,  or in any cause of action,  suit
or claim which but for this Article would have accrued or arisen, prior to such amendment, repeal or adoption.</p>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;EIGHTH:  The provisions of Article 9A of the NCBCA shall not be applicable to the Corporation.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;NINTH:  Except as may be otherwise  determined by the Board of  Directors,  the  Shareholders  of the  Corporation  shall have
access as a matter of right only to the books and  records of the  Corporation  as may be required to be made  available  to  qualified
shareholders by the NCBCA.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;TENTH:  To the extent that there ever may be  inconsistency  between  these  Articles of  Incorporation  and the Bylaws of the
Corporation as may be adopted or amended from time to time, the Articles of Incorporation shall always control.</p>

<BR><BR><BR><BR><BR>

<HR noshade><BR><BR>

<p align=right><B>Exhibit 3.2</B></p>
<p align=right><B>Amended and Restated May 16, 2002</b></P>

<H3 ALIGN=CENTER>BYLAWS</H3>


<H3 ALIGN=CENTER>OF</H3>


<H3 ALIGN=CENTER>YUM! BRANDS, INC.</H3>



<H3 ALIGN=CENTER>ARTICLE 1 - OFFICES</H3>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section 1.</u>&nbsp;&nbsp;<U>Offices.</u>&nbsp;&nbsp;The principal office of YUM! Brands,
Inc. (the "Corporation") in the State of North Carolina shall be in the City of Raleigh.
The Corporation may have offices at such other places, either within or without the State
of North Carolina, as the Board of Directors may from time to time determine.</P>


<H3 ALIGN=CENTER>ARTICLE 2 - MEETINGS OF SHAREHOLDERS</H3>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section 1.</u>&nbsp;&nbsp;<U>Place of Meeting.</u>&nbsp;&nbsp;Meetings of Shareholders
shall be held at such places, either within or without the State of North Carolina, as
shall be designated in the notice of the meeting.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section 2.</u>&nbsp;&nbsp;<U>Annual Meeting.</u>&nbsp;&nbsp;The annual meeting of
Shareholders shall be held on such date and at such time as the Board of Directors shall
determine each year in advance thereof, for the purpose of electing Directors of the
Corporation and the transaction of such business as may be a proper subject for action at
the meeting.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Section 3.</u>&nbsp;&nbsp;<U>Special Meetings.</U>&nbsp;&nbsp;Special Meetings of
Shareholders shall be held at such places and times as determined by the Board of
Directors in their discretion as provided in the Articles of Incorporation.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section 4.</u>&nbsp;&nbsp;<U>Notice of Meetings.</u>&nbsp;&nbsp;At least 10 and no more
than 60 days prior to any annual or special meeting of Shareholders, the Corporation
shall notify Shareholders of the date, time and place of the meeting and, in the case of
a special meeting or where otherwise required by the Articles of Incorporation or by
statute, shall briefly describe the purpose or purposes of the meeting. Only business
within the purpose or purposes described in the notice may be conducted at a special
meeting. Unless otherwise required by the Articles of Incorporation or by statute, the
Corporation shall be required to give notice only to Shareholders entitled to vote at the
meeting. If an annual or special Shareholders' meeting is adjourned to a different date,
time or place, notice thereof need not be given if the new date, time or place is
announced at the meeting before adjournment. If a new record date for the adjourned
meeting is fixed pursuant to Article 7, Section 5 hereof, notice of the adjourned meeting
shall be given to persons who are Shareholders as of the new record date. If mailed,
notice shall be deemed to be effective when deposited in the United States mail with
postage thereon prepaid, correctly addressed to the Shareholders' address shown in the
Corporation's current record of Shareholders.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section 5.</u>&nbsp;&nbsp;<U>Quorum, Presiding Officer.</u>&nbsp;&nbsp;Except as
otherwise prescribed by statute, the Articles of Incorporation or these Bylaws, at any
meeting of the Shareholders of the Corporation, the presence in person or by proxy of the
holders of record of a majority of the issued and outstanding shares of capital stock of
the Corporation entitled to vote thereat shall constitute a quorum for the transaction of
business. In the absence of a quorum at such meeting or any adjournment or adjournments
thereof, the holders of record of a majority of such shares so present in person or by
proxy and entitled to vote thereat may adjourn the meeting from time to time until a
quorum shall be present. At any such adjourned meeting at which a quorum is present, any
business may be transaction which might have been transacted at the meeting as originally
called. Meetings of Shareholders shall be presided over by the Chairman or Vice Chairman
of the Board, or, if neither is present, by another officer or Director who shall be
designated to serve in such event by the Board. The Secretary of the Corporation, or an
Assistant Secretary designated by the officer presiding at the meeting, shall act as
Secretary of the meeting.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section 6.</u>&nbsp;&nbsp;<U>Voting.</u>&nbsp;&nbsp;Except as otherwise prescribed by
statute, the Articles of Incorporation or these Bylaws, at any meeting of the
Shareholders of the Corporation, each Shareholder shall be entitled to one vote in person
or by proxy for each share of voting capital stock of the Corporation registered in the
name of such Shareholder on the books of the Corporation on the date fixed pursuant to
these Bylaws as the record date for the determination of Shareholders entitled to vote at
such meeting. No proxy shall be voted after eleven (11) months from its date unless said
proxy provides for a longer period. Shares of its voting capital stock belonging to the
Corporation shall not be voted either directly or indirectly. The vote for the election
of Directors, other matters expressly prescribed by statute, and, upon the direction of
the presiding officer of the meeting, the vote on any other question before the meeting,
shall be by ballot.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Section 7.</u>&nbsp;&nbsp;<U>Notice of Shareholder Proposal.</u>&nbsp;&nbsp;No business
may be transacted at an annual meeting of Shareholders, other than business that is
either (a) specified in the notice of meeting (or any supplement thereto) given by or at
the direction of the Board of Directors (or any duly authorized committee thereof), (b)
otherwise properly brought before the annual meeting by or at the direction of the Board
of Directors (or any duly authorized committee thereof) or (c) otherwise properly brought
before the annual meeting by any Shareholder of the Corporation (i) who is a Shareholder
of record on the date of the giving of the notice provided for in this Section 7 and on
the record date for the determination of Shareholders entitled to vote at such annual
meeting and (ii) who complies with the notice procedures set forth in this Section 7.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition to any other applicable requirements, for
business to be properly brought before an annual meeting by a Shareholder, such
Shareholder must have given timely notice thereof in proper written form to the Secretary
of the Corporation.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;To be timely, a Shareholder's notice to the Secretary
must be delivered to or mailed and received at the principal executive offices of the
Corporation not less than ninety (90) days prior to the anniversary date of the
immediately preceding annual meeting of Shareholders; provided, however, that in the
event that the annual meeting is called for a date that is not within thirty (30) days
before or after such anniversary date, notice by the Shareholder in order to be timely
must be so received not later than the close of business on the tenth (10th) day
following the day on which such notice of the date of the annual meeting was mailed or
such public disclosure of the date of the annual meeting was made, whichever first occurs.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;To be in proper written form, a Shareholder's notice to
the Secretary must set forth as to each matter such Shareholder proposes to bring before
the annual meeting (i) a brief description of the business desired to be brought before
the annual meeting and the reasons to be brought before the annual meeting and the
reasons for conducting such business at the annual meeting, (ii) the name and record
address of such Shareholder, (iii) the class or series and number of shares of capital
stock of the Corporation which are owned beneficially or of record by such Shareholder,
(iv) a description of all arrangements or understandings between such Shareholder and any
other person or persons (including their names) in connection with the proposal of such
business by such Shareholder and any material interest of such Shareholder in such
business and (v) a representation that such Shareholder intends to appear in person or by
proxy at the annual meeting to bring such business before the meeting.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;No business shall be conducted at the annual meeting of
Shareholders except business brought before the annual meeting in accordance with the
procedures set forth in this Section 7; provided, however, that, once business has been
properly brought before the annual meeting in accordance with such procedures, nothing in
this Section 7 shall be deemed to preclude discussion by any Shareholder of any such
business. If the Chairman of an annual meeting determines that business was not properly
brought before the annual meeting in accordance with the foregoing procedures, the
Chairman shall declare to the meeting that the business was not properly brought before
the meeting and such business shall not be transacted.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section 8.</u>&nbsp;&nbsp;<U>Postponement of Shareholders Meeting.</u>&nbsp;&nbsp;A
scheduled annual or special meeting of Shareholders may be postponed by the Board of
Directors by public notice given at or prior to the time of the meeting.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section 9.</u>&nbsp;&nbsp;<U>Shareholder Nominations of Directors.</u>&nbsp;&nbsp;Only
persons who are nominated in accordance with the following procedures shall be eligible
for election as directors of the Corporation. Nominations of persons for election to the
Board of Directors may be made at any annual meeting of Shareholders, or at any special
meeting of Shareholders called for the purpose of electing directors, (a) by or at the
direction of the Board of Directors (or any duly authorized committee thereof) or (b) by
any Shareholder of the Corporation (i) who is a Shareholder of record on the date of the
giving of the notice provided for in this Section 9 and on the record date for the
determination of Shareholders entitled to vote at such meeting and (ii) who complies with
the notice procedures set forth in this Section 9.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition to any other applicable requirements, for a
nomination to be made by a Shareholder, such Shareholder must have given timely notice
thereof in proper written form to the Secretary of the Corporation.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;To be timely, a Shareholder's notice to the Secretary
must be delivered to or mailed and received at the principal executive offices of the
Corporation (a) in the case of an annual meeting, not less than ninety (90) days prior to
the anniversary date of the immediately preceding annual meeting of Shareholders;
provided, however, that in the event that the annual meeting is called for a date that is
not within thirty (30) days before or after such anniversary date, notice by the
Shareholder in order to be timely must be so received not later than the close of
business on the tenth (10th) day following the day on which such notice of the date of
the annual meeting was mailed or such public disclosure of the date of the annual meeting
was made, whichever first occurs; and (b) in the case of a special meeting of
Shareholders called for the purpose of electing directors, not later than the close of
business on the tenth (10th) day following the day on which notice of the date of the
special meeting was mailed or public disclosure of the date of the special meeting was
made, whichever first occurs.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;To be in proper written form, a Shareholder's notice to
the Secretary must set forth (a) as to each person whom the Shareholder proposes to
nominate for election as a director (i) the name, age, business address and residence
address of the person, (ii) the principal occupation or employment of the person, (iii)
the class or series and number of shares of capital stock of the Corporation which are
owned beneficially or of record by the person and (iv) any other information relating to
the person that would be required to be disclosed in a proxy statement or other filings
required to be made in connection with solicitations of proxies for election of directors
pursuant to Section 14 of the Securities Exchange Act of 1934, as amended, and the rules
and regulations promulgated thereunder; and (b) as to the Shareholder giving the notice
(i) the name and record address of such Shareholder, (ii) the class or series and number
of shares of capital stock of the Corporation which are owned beneficially or of record
by such Shareholder, (iii) a description of all arrangements or understandings between
such Shareholder and each proposed nominee and any other person or persons (including
their names) pursuant to which the nomination(s) are to be made by such Shareholder, (iv)
a representation that such Shareholder intends to appear in person or by proxy at the
annual meeting to nominate the persons named in its notice and (v) any other information
relating to such Shareholder that would be required to be disclosed in a proxy statement
or other filings required to be made in connection with solicitations of proxies for
election of directors pursuant to Section 14 of the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated thereunder. Such notice must be
accompanied by a written consent of each proposed nominee to being named as a nominee and
to serve as a director if elected.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;No person shall be eligible for election as a director
of the Corporation unless nominated in accordance with the procedures set forth in this
Section 9. If the Chairman of the meeting determines that a nomination was not made in
accordance with the foregoing procedures, the Chairman shall declare to the meeting that
the nomination was defective and such defective nomination shall be disregarded.</P>


<H3 ALIGN=CENTER>ARTICLE 3 - BOARD OF DIRECTORS</H3>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section 1.</u>&nbsp;&nbsp;<U>General Powers.</u>&nbsp;&nbsp;Except as otherwise expressly
provided in the Articles of Incorporation or by statute, the Board of Directors shall
have the exclusive power and authority to direct management of the business and affairs
of the Corporation and shall exercise all corporate powers, and possess all authority,
necessary or appropriate to carry out the intent of this provision, and which are
customarily exercised by the board of directors of a public company.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section 2.</u>&nbsp;&nbsp;<U>Number, Term and Qualification.</u>&nbsp;&nbsp;The number,
term and qualification of Directors of the Corporation shall be as provided in the
Articles of Incorporation.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section 3.</u>&nbsp;&nbsp;<U>Removal.</u>&nbsp;&nbsp;Directors may be removed from office
only for the reasons, if any, specified in the Articles of Incorporation.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section 4.</u>&nbsp;&nbsp;<U>Vacancies.</u>&nbsp;&nbsp;Vacancies occurring in the Board
of Directors shall be filled only as provided in the Articles of Incorporation.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section 5.</U>&nbsp;&nbsp;<U>Compensation.</u>&nbsp;&nbsp;Compensation for the services
of Directors as such shall be determined exclusively by the Board of Directors as
provided in the Articles of Incorporation.</P>


<H3 ALIGN=CENTER>ARTICLE 4 - MEETINGS OF DIRECTORS</H3>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section 1.</u>&nbsp;&nbsp;<U>Annual and Regular Meetings.</u>&nbsp;&nbsp;All annual and
regular meetings of the Board of Directors shall be held at such places and times as
determined by the Board of Directors in their discretion as provided in the Articles of
Incorporation.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section 2.</U>&nbsp;&nbsp;<U>Special Meetings.</u>&nbsp;&nbsp;Special meetings of the
Board of Directors shall be held at such places and times as determined by the Board of
Directors in their discretion as provided in the Articles of Incorporation.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section 3.</u>&nbsp;&nbsp;<U>Notice of Meetings.</u>&nbsp;&nbsp;Unless the Board of
Directors by resolution determines otherwise in accordance with authority set forth in
the Articles of Incorporation, all meetings of the Board of Directors may be held without
notice of the date, time, place or purpose of the meeting. The Secretary shall give such
notice of any meetings called by the Board by such means of communication as may be
specified by the Board.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section 4.</u>&nbsp;&nbsp;<U>Quorum.</U>&nbsp;&nbsp;A majority of the Directors in office
shall constitute a quorum for the transaction of business at any meeting of the Board of
Directors.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section 5.</u>&nbsp;&nbsp;<U>Manner of Acting.</U>&nbsp;&nbsp;A majority of Directors who
are present at a meeting at which a quorum is present will constitute the required vote
to effect any action taken by the Board of Directors.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section 6.</u>&nbsp;&nbsp;<U>Action Without Meeting.</U>&nbsp;&nbsp;Action required or
permitted to be taken at a meeting of the Board of Directors may be taken without a
meeting if the action is taken by all members of the Board. The action must be evidenced
by one or more written consents signed by each Director before or after such action,
describing the action taken, and included in the minutes or filed with the corporate
records. Action taken without a meeting is effective when the last Director signs the
consent, unless the consent specifies a different effective date.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section 7.</u>&nbsp;&nbsp;<U>Meeting by Communications Device.</u>&nbsp;&nbsp;The Board
of Directors may permit Directors to participate in any meeting of the Board of Directors
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.</P>



<H3 ALIGN=CENTER>ARTICLE 5 - COMMITTEES</H3>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section 1.</u>&nbsp;&nbsp;<U>Election and Powers.</u>&nbsp;&nbsp;The Board of Directors
may appoint such committees with such members who shall have such powers and authority as
may be determined by the Board as provided in the Articles of Incorporation. To the
extent specified by the Board of Directors or in the Articles of Incorporation, each
committee shall have and may exercise the powers of the Board in the management of the
business and affairs of the Corporation, except that no committee shall have authority to
do the following:</P>

<OL type=a><LI>Authorize distributions.<BR><BR>

<LI>Approve or propose to Shareholders action required to be approved by
                  Shareholders.<BR><BR>

<LI>Fill vacancies on the Board of Directors or on any of its committees.<BR><BR>

<Li>Amend the Articles of Incorporation.<BR><BR>

<LI>Adopt, amend or repeal the Bylaws.<BR><BR>

<LI>Approve a plan of merger not requiring Shareholder approval.<BR><BR>

<LI>Authorize or approve the reacquisition of shares, except according to a formula or method prescribed by the Board of
                  Directors.<BR><BR>

<LI>Authorize or approve the issuance,  sale or contract for sale of shares,  or determine the  designation  and relative
                  rights,  preferences and limitations of a class or series of shares, except that the Board of Directors may authorize
                  a committee (or a senior executive officer of the Corporation) to do so within limits specifically  prescribed by the
                  Board of Directors.</ol>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section 2.</U>&nbsp;&nbsp;<U>Removal; Vacancies.</U>&nbsp;&nbsp;Unless the Board of
Directors by resolution determines otherwise in accordance with authority specified in
the Articles of Incorporation, any member of a committee may be removed at any time
exclusively by the Board of Directors with or without cause, and vacancies in the
membership of a committee as a result of death, resignation, disqualification or removal
shall be filled by a majority of the whole Board of Directors. The Board may discharge
any committee, either with or without cause, at any time.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section 3.</u>&nbsp;&nbsp;<U>Meetings.</u>&nbsp;&nbsp;The provisions of Article 4
governing meetings of the Board of Directors, action without meeting, notice, waiver of
notice and quorum and voting requirements shall apply to the committees of the Board and
its members to the extent not otherwise prescribed by the Board in the resolution
authorizing the establishment of the committee.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section 4.</u>&nbsp;&nbsp;<U>Minutes.</u>&nbsp;&nbsp;Each committee shall keep minutes of
its proceedings and shall report thereon to the Board of Directors at or before the next
meeting of the Board.</P>


<H3 ALIGN=CENTER>ARTICLE 6 - OFFICERS</H3>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section 1.</u>&nbsp;&nbsp;<U>Titles.</u>&nbsp;&nbsp;Pursuant to authority conferred in
the Articles of Incorporation, the Board of Directors shall have the exclusive power and
authority to elect from time to time such officers of the Corporation, including a
Chairman and a President (one of whom shall be the Chief Executive Officer), a Vice
Chairman, one or more Executive Vice Presidents, one or more Senior Vice Presidents, one
or more Vice Presidents, a Chief Financial Officer, a General Counsel, a Controller, a
Treasurer, a Secretary, one or more Assistant Controllers, one or more Assistant
Treasurers, and one or more Assistant Secretaries, and such other officers as shall be
deemed necessary or desirable from time to time. The officers shall have the authority
and perform the duties set forth herein or as from time to time may be prescribed by the
Board of Directors. Any two or more offices may be held by the same individual, but no
officer may act in more than one capacity where action of two or more officers is
required.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The officers of the Corporation may appoint one or more
individuals to hold a title which includes Assistant or Deputy together with one of the
officer titles indicated above. An individual holding such title by virtue of being so
appointed rather than by virtue of being elected to such position by the Board of
Directors shall not be an officer of the Corporation for purposes of the Articles of
Incorporation or these Bylaws.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section 2.</u>&nbsp;&nbsp;<U>Election; Removal.</u>&nbsp;&nbsp;Pursuant to authority
conferred in the Articles of Incorporation, the officers of the Corporation shall be
elected exclusively by the Board of Directors and shall serve at the pleasure of the
Board as specified at the time of their election, until their successors are elected and
qualify, or until the earlier of their resignation or removal. Pursuant to authority
conferred in the Articles of Incorporation, any officer may be removed by the Board at
any time with or without cause.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section 3.</U>&nbsp;&nbsp;<U>Compensation.</u>&nbsp;&nbsp;Pursuant to authority conferred
in the Articles of Incorporation, the compensation of the officers shall be fixed by the
Board of Directors.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section 4.</u>&nbsp;&nbsp;<U>General Powers of Officers.</u>&nbsp;&nbsp;Except as may be
otherwise provided in these Bylaws or in the North Carolina Business Corporation Act, the
Chairman, the Vice Chairman, the President, any Executive Vice President, any Senior Vice
President, any Vice President, the Chief Financial Officer, the General Counsel, the
Controller, the Treasurer, the Secretary, or any one of them, may (i) execute and deliver
in the name of the Corporation, in the name of any division of the Corporation, or in
both names, any agreement, contract, deed, instrument, power of attorney or other
document pertaining to the business or affairs of the Corporation or any division of the
Corporation, and (ii) delegate to any employee or agent the power to execute and deliver
any such agreement, contract, deed, instrument, power of attorney or other document.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section 5.</u>&nbsp;&nbsp;<U>Chief Executive Officer.</u>&nbsp;&nbsp;The Chief Executive
Officer of the Corporation shall report directly to the Board. Except in such instances
as the Board may confer powers in particular transactions upon any other officer, and
subject to the control and direction of the Board, the Chief Executive Officer shall
manage the business and affairs of the Corporation and shall communicate to the Board and
any committee thereof reports, proposals and recommendations for their respective
consideration or action. He may do and perform all acts on behalf of the Corporation.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section 6.</u>&nbsp;&nbsp;<U>Chairman.</u>&nbsp;&nbsp;The Chairman shall preside at
meetings of the Board of Directors and the Shareholders and shall have such other powers
and perform such other duties as the Board may prescribe or as may be prescribed in these
Bylaws.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section 7.</u>&nbsp;&nbsp;<U>Vice Chairman.</u>&nbsp;&nbsp;The Vice Chairman shall have
such powers and perform such duties as the Board or the Chairman (to the extent he is
authorized by the Board of Directors to prescribe the authority and duties of other
officers) may from time to time prescribe or as may be prescribed by these Bylaws.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section 8.</u>&nbsp;&nbsp;<U>President.</u>&nbsp;&nbsp;The President shall have such
powers and perform such duties as the Board and the Chief Executive Officer (to the
extent he is authorized by the Board of Directors to prescribe the authority and duties
of other officers) may from time to time prescribe or as may be prescribed by these
Bylaws.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section 9.</u>&nbsp;&nbsp;<U>Executive Vice Presidents, Senior Vice
Presidents and Vice Presidents.</U>&nbsp;&nbsp;The Executive Vice Presidents, Senior Vice Presidents and
Vice Presidents shall have such powers and perform such duties as the Board or the Chief
Executive Officer (to the extent he is authorized by the Board of Directors to prescribe
the authority and duties of other officers) may from time to time prescribe or as may be
prescribed by these Bylaws.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section 10.</u>&nbsp;&nbsp;<U>Chief Financial Officer.</u>&nbsp;&nbsp;The Chief Financial
Officer shall have powers and perform such duties as the Board or the Chief Executive
Officer (to the extent he is authorized by the Board of Directors to prescribe the
authority and duties of other officers) may from time to time prescribe or as may be
prescribed in these Bylaws. The Chief Financial Officer shall present to the Board such
balance sheets, income statements, budgets and other financial statements and reports as
the Board or the Chief Executive Officer (to the extent he is authorized by the Board of
Directors to prescribe the authority and duties of other officers) may require and shall
perform such other duties as may be prescribed or assigned pursuant to these Bylaws and
all other acts incident to the position of Chief Financial Officer.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section 11.</u>&nbsp;&nbsp;<U>Controller.</u>&nbsp;&nbsp;The Controller shall be
responsible for the maintenance of adequate accounting records of all assets,
liabilities, capital and transactions of the Corporation. The Controller shall prepare
such balance sheets, income statements, budgets and other financial statements and
reports as the Board or the Chief Executive Officer or the Chief Financial Officer (to
the extent they are authorized by the Board of Directors to prescribe the authority and
duties of other officers) may require, and shall perform such other duties as may be
prescribed or assigned pursuant to these Bylaws and all other acts incident to the
position of Controller.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section 12.</U>&nbsp;&nbsp;<U>Treasurer.</u></P>

<ol type=a><LI>The Treasurer  shall have the care and custody of all funds and securities of the  Corporation  except as may be otherwise
ordered  by the  Board,  and shall  cause  such  funds (i) to be  invested  or  reinvested  from  time to time for the  benefit  of the
Corporation as may be designated by the Board or by the Chairman,  the Vice Chairman,  the President,  the Chief  Financial  Officer or
the Treasurer (to the extent they are authorized by the Board of Directors to make such  designations),  or (ii) to be deposited to the
credit of the  Corporation  in such banks or  depositories  as may be designated by the Board or by the Chairman,  the  President,  the
Chief Financial Officer or the Treasurer (to the extent they are authorized by the Board of Directors to make such  designations),  and
shall cause such  securities to be placed in  safekeeping  in such manner as may be  designated  by the Board or by the  Chairman,  the
President,  the Chief  Financial  Officer or the  Treasurer  (to the extent they are  authorized by the Board of Directors to make such
designations).<BR><BR>

<LI>The  Treasurer or such other  person or persons as may be  designated  for such  purpose by the Board or by the  Chairman,
the President,  the Chief Financial  Officer or the Treasurer (to the extent they are authorized by the Board of Directors to make such
designations)  may endorse in the name and on behalf of the  Corporation  all  instruments  for the payment of money,  bills of lading,
warehouse receipts, insurance policies and other commercial documents requiring such endorsement.<BR><BR>

<LI>The  Treasurer or such other  person or persons as may be  designated  for such  purpose by the Board or by the  Chairman,
the President,  the Chief Financial  Officer or the Treasurer (to the extent they are authorized by the Board of Directors to make such
designations),  (i) may sign all receipts and vouchers for  payments  made to the  Corporation;  (ii) shall  provide a statement of the
cash account of the  Corporation  to the Board as often as it shall require the same;  and (iii) shall enter  regularly in the books to
be kept for that  purpose  full and  accurate  account  of all  moneys  received  and paid on  account  of the  Corporation  and of all
securities received and delivered by the Corporation.<BR><BR>

<LI>The Treasurer  shall  perform such other duties as may be  prescribed  or assigned  pursuant to these Bylaws and all other
acts incident to the position of Treasurer.</ol>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section 13.</u>&nbsp;&nbsp;<U>Secretary.</u>&nbsp;&nbsp;The Secretary shall keep the
minutes of all meetings of the Shareholders, the Board and the Committees of the Board.
The Secretary shall attend to the giving and serving of all notices of the Corporation,
in accordance with the provisions of these Bylaws and as required by the laws of the
State of North Carolina. The Secretary shall cause to be prepared and maintained (i) at
the office of the Corporation a stock ledger containing the names and addresses of all
Shareholders and the number of shares held by each, and (ii) any list of Shareholders
required by law to be prepared for any meeting of Shareholders. The Secretary shall be
responsible for the custody of all stock books and of all unissued stock certificates.
The Secretary shall be the custodian of the seal of the Corporation. The Secretary shall
affix or cause to be affixed the seal of the Corporation, and when so affixed may attest
the same and shall perform such other duties as may be prescribed or assigned pursuant to
these Bylaws and all other acts incident to the position of Secretary.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section 14.</u>&nbsp;&nbsp;<U>Voting upon Securities.</u>&nbsp;&nbsp;Unless otherwise
ordered by the Board of Directors, the Chairman, the President, any Executive Vice
President, any Senior Vice President or any Vice President shall have full power and
authority on behalf of the Corporation to attend, act and vote at meetings of the
security holders of any entity in which this Corporation may hold securities, and at such
meetings shall possess and may exercise any and all rights and powers incident to the
ownership of such securities and which, as the owner, the Corporation might have
possessed and exercised if present. The Board of Directors may by resolution from time to
time confer such power and authority upon any person or persons.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section 15.</u>&nbsp;&nbsp;<U>Continuing Determination by Board.</u>&nbsp;&nbsp;All
powers and duties of the officers shall be subject to a continuing determination by the
Board of Directors.</P>



<H3 ALIGN=CENTER>ARTICLE 7 - CAPITAL STOCK</H3>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section 1.</u>&nbsp;&nbsp;<U>Certificates.</u>&nbsp;&nbsp;Unless the Board determines
otherwise, shares of the capital stock of the Corporation shall be represented by
certificates. The name and address of the persons to whom shares of capital stock of the
Corporation are issued, with the number of shares and date of issue, shall be entered on
the stock transfer records of the Corporation. Certificates for shares of the capital
stock of the Corporation shall be in such form not inconsistent with the Articles of
Incorporation of the Corporation as shall be approved by the Board of Directors. Each
certificate shall be signed (either manually or by facsimile) by (a) the Chairman, the
President or any Vice President, and by the Secretary, any Assistant Secretary, the
Treasurer or any Assistant Treasurer or (b) any two officers designated by the Board of
Directors. Each certificate may be sealed with the seal of the Corporation or facsimile
thereof.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section 2.</u>&nbsp;&nbsp;<U>Transfer of Shares.</u>&nbsp;&nbsp;Transfers of shares shall
be made on the stock transfer records of the Corporation, and transfers shall be made
only upon surrender of the certificate for the shares sought to be transferred by the
holder of record or by a duly authorized agent, transferee or legal representative. All
certificates surrendered for transfer or reissue shall be cancelled before new
certificates for the shares shall be issued.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section 3.</u>&nbsp;&nbsp;<U>Transfer Agent and Registrar.</u>&nbsp;&nbsp;The Board of
Directors may appoint one or more transfer agents and one or more registrars of transfers
and may require all stock certificates to be signed or countersigned by the transfer
agent and registered by the registrar.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section 4.</u>&nbsp;&nbsp;<U>Regulations.</u>&nbsp;&nbsp;The Board of Directors may make
such rules and regulations as it deems expedient concerning the issue, transfer and
registration of shares of capital stock of the Corporation.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section 5.</u>&nbsp;&nbsp;<U>Fixing Record Date.</U>&nbsp;&nbsp;For the purpose of
determining Shareholders entitled to notice of or to vote at any meeting of Shareholders,
or entitled to receive payment of any dividend, or in order to make a determination of
Shareholders for any other purpose, the Board of Directors may fix in advance a date as
the record date for the determination of Shareholders. The record date shall not be more
than 60 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
shall be effective for any adjournment of the meeting unless the Board of Directors fixes
a new record date, which it shall 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 for the
determination of Shareholders, the record date shall be the day the notice of the meeting
is mailed or the day the action requiring a determination of Shareholders is taken.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section 6.</u>&nbsp;&nbsp;<U>Lost Certificates.</U>&nbsp;&nbsp;In case of loss, theft,
mutilation or destruction of any certificate evidencing shares of the capital stock of
the Corporation, another may be issued in its place upon proof of such loss, theft,
mutilation or destruction and upon the giving of an indemnity or other undertaking to the
Corporation in such form and in such sum as the Board may direct.</P>


<H3 ALIGN=CENTER>ARTICLE 8 - GENERAL PROVISIONS</H3>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section 1.</U>&nbsp;&nbsp;<U>Dividends and other Distributions.</U>&nbsp;&nbsp;The Board
of Directors may from time to time declare and the Corporation may pay dividends or make
other distributions with respect to its outstanding shares in the manner and upon the
terms and conditions provided by law.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section 2.</u>&nbsp;&nbsp;<U>Seal.</U>&nbsp;&nbsp;The seal of the Corporation shall be
any form approved from time to time by the Board of Directors.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section 3.</u>&nbsp;&nbsp;<U>Waiver of Notice.</u>&nbsp;&nbsp;Whenever notice is required
to be given to a Shareholder, Director or other person under the provisions of these
Bylaws, the Articles of Incorporation or applicable statute, a waiver in writing signed
by the person or persons entitled to the notice, whether before or after the date and
time stated in the notice, and delivered to the Corporation, shall be equivalent to
giving the notice.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section 4.</U>&nbsp;&nbsp;<U>Depositaries.</U>&nbsp;&nbsp;The Chairman, the President,
the Chief Financial Officer, and the Treasurer are each authorized to designate
depositaries for the funds of the Corporation deposited in its name or that of a division
of the Corporation, or both, and the signatories with respect thereto in each case, and
from time to time, to change such depositaries and signatories, with the same force and
effect as if each such depository and the signatories with respect thereto and changes
therein had been specifically designated or authorized by the Board; and each depositary
designated by the Board or by the Chairman, the President, the Chief Financial Officer,
or the Treasurer shall be entitled to rely upon the certificate of the Secretary or any
Assistant Secretary of the Corporation setting forth the fact of such designation and of
the appointment of the officers of the Corporation or of other persons who are to be
signatories with respect to the withdrawal of funds deposited with such depositary, or
from time to time the fact of any change in any depositary or in the signatories with
respect thereto.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section 5.</u>&nbsp;&nbsp;<U>Signatories.</U>&nbsp;&nbsp;Unless otherwise designated by
the Board or by the Chairman, the President, the Chief Financial Officer or the
Treasurer, all notes, drafts, checks, acceptances and orders for the payment of money
shall be (a) signed by the Treasurer or any Assistant Treasurer, and (b) countersigned by
the Controller or any Assistant Controller, or either signed or countersigned by the
Chairman, the Vice Chairman, the President, any Executive Vice President, any Senior Vice
President or any Vice President in lieu of either the officers designated in (a) or the
officers designated in (b) of this Section.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section 6.</U>&nbsp;&nbsp;<U>Proxies.</U>&nbsp;&nbsp;Unless otherwise provided for by a
resolution of the Board, the Chief Executive Officer, or any Vice President or Secretary
or Assistant Secretary designated by the Board, may from time to time appoint an attorney
or attorneys or agent or agents of the Corporation to cast, in the name and on behalf of
the Corporation, the votes which the Corporation may be entitled to cast as the holder of
stock or other securities in any other corporation, any of whose stock or other
securities may be held by the Corporation, at meetings of the holders of the stock or
other securities of such other corporation or to consent in writing, in the name of the
Corporation as such holder, to any action by such other corporation, and may instruct the
person or persons so appointed as to the manner of casting such votes or giving such
consent, and may execute or cause to be executed in the name and on behalf of the
Corporation and under its corporate seal, or otherwise, all such written proxies or other
instruments as he may deem necessary or proper in the premises.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section 7.</U>&nbsp;&nbsp;<U>Fiscal Year.</U>&nbsp;&nbsp;The Fiscal year of the
Corporation shall be fixed by the Board of Directors.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section 8.</U>&nbsp;&nbsp;<U>Amendments.</U>&nbsp;&nbsp;These Bylaws may be amended or
repealed by the Board of Directors, including any Bylaw adopted, amended, or repealed by
the Shareholders generally. These Bylaws may be amended or repealed by the Shareholders
even though the Bylaws may also be amended or repealed by the Board of Directors.</P>






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