



<PAGE>


                                                          Exhibit 3.19





                                     BYLAWS
                                       OF
                                SCANA CORPORATION
                    As Revised and Amended February 22, 2000


<PAGE>



                                    ARTICLE I
                                     OFFICES
         Section 1. The principal office of the Corporation, which shall also be
designated as its registered  office,  shall be located in the City of Columbia,
County of Richland, State of South Carolina.
         Section 2. The Corporation may also have offices and places of business
at such other  places,  within or without  the State of South  Carolina,  as the
Board of  Directors  may from  time to time  determine  or the  business  of the
Corporation may require.

                                   ARTICLE II
                                      SEAL
         Section 1. The corporate seal shall have inscribed  thereon the name of
the Corporation, the year of its organization and the words "South Carolina". If
authorized by the Board of Directors,  the corporate  seal may be affixed to any
certificates of stock, bonds, debentures, notes or other engraved,  lithographed
or printed  instruments,  by engraving,  lithographing  or printing thereon such
seal or a facsimile  thereof,  and such seal or  facsimile  thereof so engraved,
lithographed  or printed  thereon shall have the same force and effect,  for all
purposes, as if such corporate seal had been affixed thereto by indentation.

                                   ARTICLE III
                             STOCKHOLDERS' MEETINGS
         Section 1. Written or printed notices for annual or special meetings of
stockholders  shall state the place,  day and hour of such meetings and, in case
of special meetings, the purpose or purposes for which the meetings are called.
         Section 2. Annual meetings of the stockholders  shall be held on a date
and at a time and place selected by the Board of Directors.  Such meeting may be
held either within or without the State of South Carolina. The Board will select
a date at said meeting for the following  year with the date  occurring  between
April 16 and April 30 of said year,  when they shall elect  members of the Board
of Directors in accordance with the provisions of the Corporation's  Articles of
Incorporation and transact such other business as may properly be brought before
the meeting.
         Section 3. Except as  otherwise  provided  by law,  by the  Articles of
Incorporation  as the same may be amended from time to time,  or by these Bylaws
as they may be amended  from time to time,  the  holders  of a  majority  of the
shares of stock of the  Corporation  issued and outstanding and entitled to vote
thereat, present in person or represented by proxy, shall constitute a quorum at
any meeting of the stockholders for the transaction of business.
         If,  however,  such quorum shall not be present or  represented at such
meeting of the stockholders,  the stockholders entitled to vote thereat, present
in person or represented by proxy,  shall have the power,  by a majority vote of
those  present,  to adjourn the meeting from time to time without notice (unless
otherwise  provided in Section 8 of this Article III) other than by announcement
at the  meeting,  until a  quorum  shall  be  present  or  represented.  At such
adjourned meeting at which a quorum shall be present or represented any business
may be  transacted  which may have been  transacted at the meeting as originally
noticed provided notice of such adjourned meeting, when required by Section 8 of
this Article III, shall have been given or waived.
         Section 4. At each meeting of the stockholders each stockholder  having
the right to vote shall be entitled to vote in person,  or by proxy appointed by
written  or  printed  instrument  executed  by such  stockholder  or by his duly
authorized  attorney  or  by  telegram  or  cablegram  appearing  to  have  been
transmitted by such stockholder but, except as otherwise provided by statute, no
proxy  shall be valid  after  expiration  of eleven  months from the date of its
execution.  Every proxy shall be dated as of its execution and no proxy shall be
undated or postdated.  Every holder of record of stock having voting power shall
be  entitled  to one vote for every  share of stock  standing in his name on the
books of the  Corporation.  The vote for  directors  and, upon the demand of any
stockholder or his duly authorized  proxy, the vote upon any question before the
meeting shall be by ballot. All elections shall be decided by a plurality of the
votes  cast by the  holders  of the shares  entitled  to vote at the  meeting of
stockholders and, except as otherwise  provided by statute or by the Articles of
Incorporation,  all other  questions shall be decided by a majority of the votes
cast by holders of shares entitled to vote on such question at such meeting.
         Section 5. The Secretary or the agent of the Corporation  having charge
of its stock transfer books shall,  in advance of each meeting of  stockholders,
prepare a complete list of the stockholders  entitled to vote at such meeting of
stockholders   or  adjournment   thereof,   which  list  shall  be  arranged  in
alphabetical  order with the  address  of and the number of shares  held by each
stockholder. Unless the record of stockholders kept by the Secretary or agent of
the  Corporation  having charge of its stock transfer  books readily  shows,  in
alphabetical order or by alphabetical index, the information  required to appear
on such a list of  stockholders,  such list of stockholders  shall, for a period
commencing  upon the date when notice of such meeting is given,  and in no event
less  than 10 days  prior  to the date of such  meeting,  be kept on file at the
registered office of the Corporation or at its principal place of business or at
the  office  of its  transfer  agent  or  registrar,  and  shall be  subject  to
inspection by any  stockholder at any time during usual business  hours.  In any
event,  such list shall be produced  and kept open at the time and place of such
meeting and shall be subject to the  inspection  of any  stockholder  during the
whole time of such meeting.
         Section 6.  Special  meetings  of the  stockholders  for any purpose or
purposes,  unless otherwise prescribed by statute, may be called by the Chairman
of the Board,  by the Vice Chairman of the Board or by the President,  and shall
be called by the  President or Secretary at the request in writing of a majority
of the Board of  Directors,  or at the  request in writing of holders of ten per
cent or more of the shares of stock of the  Corporation  issued and  outstanding
and  entitled to vote at the  proposed  meeting.  Such  request  shall state the
purpose or purposes of the proposed meeting.
         Section  7.  Business  transacted  at all  special  meetings  shall  be
confined to the objects stated in the call; provided,  however,  that if all the
stockholders of the  Corporation  entitled to vote shall be present in person or
by proxy,  any  business  pertaining  to the affairs of the  Corporation  may be
transacted.
         Section 8. Notice of annual meetings of stockholders  and notice of any
special meeting of  stockholders  for the election of directors or for any other
purpose,  unless otherwise provided by statute, shall be delivered personally or
mailed,  not less than ten nor more than fifty days before the meeting,  to each
person who appears on the books of the Corporation as a stockholder  entitled to
vote  at said  meeting.  In the  event  of the  adjournment  of any  meeting  of
stockholders,  for whatever reason, for 30 days or more, notice of the adjourned
meeting shall be delivered  personally or mailed not less than ten nor more than
fifty days before the date for such adjourned  meeting to each person whose name
appears on the books of the  Corporation  as a  stockholder  entitled to vote at
said adjourned  meeting.  Any such notice may be either  written or printed,  or
partly  written  and partly  printed,  and if mailed it shall be directed to the
stockholder at his address as it appears on the books of the  Corporation.  Such
notice shall  briefly  state the business  which it is proposed to present or to
submit to such meeting.
         Section 9. Conduct of Meeting. The Board of Directors shall be entitled
to make such rules,  regulations  and  procedures for the conduct of meetings of
stockholders as it shall deem necessary,  appropriate or convenient.  Subject to
such rules,  regulations  and procedures of the Board of Directors,  if any, the
chairman of the meeting  shall have the right and  authority to  prescribe  such
rules, regulations and procedures and to do all such acts as, in the judgment of
such chairman,  are necessary,  appropriate or convenient for the proper conduct
of the meeting,  including,  without  limitation,  establishing (a) an agenda or
order of business for the meeting,  (b) rules,  regulations  and  procedures for
maintaining  order  at  the  meeting  and  the  safety  of  those  present,  (c)
limitations on  participation  in such meeting to  stockholders of record of the
Corporation  and their duly  authorized and  constituted  proxies and such other
persons as the chairman shall permit,  (d)  restrictions on entry to the meeting
after the time fixed for the commencement  thereof,  (e) limitations on the time
allotted to questions or comments by participants and (f) rules, regulations and
procedures  governing  the opening and  closing of the polls for  balloting  and
matters which are to be voted on by ballot.  Unless and to the extent determined
by  the  Board  of  Directors  or  the  chairman  of the  meeting,  meetings  of
stockholders  shall  not be  required  to be held in  accordance  with  rules of
parliamentary procedure.
                                   ARTICLE IV
                                    DIRECTORS
         Section  1. The  property  and  business  of the  Corporation  shall be
managed  by its  Board  of  Directors.  The  number  of  directors  which  shall
constitute the entire Board of Directors shall be fixed from time to time by the
vote of a majority of the entire Board, but such number shall in no case be less
than nine nor more than twenty.  Each director  shall own at least 100 shares of
Common Stock of the Corporation.  Except as otherwise  provided by statute or in
the Articles of Incorporation, the term of each director heretofore or hereafter
elected shall be from the time of his election and qualification until the third
annual  meeting  following his election and until his successor  shall have been
duly elected and shall have qualified.
         The  vote of at least  80% of the  shares  of stock of the  Corporation
entitled to vote shall be required to remove an incumbent member of the Board of
Directors except for cause. "For Cause" shall mean fraudulent or dishonest acts,
or gross abuse of authority in discharge of duties to the  Corporation and shall
be established  after written notice of specific charges and opportunity to meet
and refute such charges.
         Section 2. In addition to the powers and  authorities  by these  Bylaws
expressly  conferred  upon them,  the Board may  exercise  all such power of the
Corporation  and do all such  lawful acts and things as are not by statute or by
the  Articles of  Incorporation  or by these  Bylaws  directed or required to be
exercised or done by the stockholders. A director or officer of this Corporation
shall not be  disqualified  by his office from dealing or  contracting  with the
Corporation  either  as  a  vendor,   purchaser  or  otherwise,  nor  shall  any
transaction or contract of this Corporation be void or voidable solely by reason
of the fact that any  director  or officer or any firm of which any  director or
officer is a member or  employee,  or any  corporation  of which any director or
officer  is a  shareholder,  director,  officer  or  employee,  is  in  any  way
interested in such transaction or contract,  provided that the material facts as
to such interest and as to such  transaction  or contract are disclosed or known
to the  Board  of  Directors  or the  Executive  Committee  and  noted  in their
respective  minutes,  or to the  stockholders  entitled  to  vote  with  respect
thereto,  as the case may be, and that such  transaction or contract is or shall
be  authorized,  ratified or approved  either (1) by the vote of a majority of a
quorum of the Board of  Directors  or of the  Executive  Committee,  or (2) by a
majority  of the votes cast by holders of shares of stock  entitled to vote with
respect  thereto,  without  counting (except for quorum purposes) the vote of or
shares  held or  controlled  and voted by, as the case may be, any  director  so
interested  or member or  employee  of a firm so  interested  or a  shareholder,
director,  officer or employee of a  corporation  so  interested;  nor shall any
director  or officer be liable to account  to the  Corporation  for any  profits
realized  by and from or  through  any such  transaction,  or  contract  of this
Corporation authorized,  ratified or approved as aforesaid by reason of the fact
that he or any firm of which he is a member or employee,  or any  corporation of
which he is a shareholder,  director, officer or employee was interested in such
transaction or contract.
                                    ARTICLE V
                              MEETINGS OF THE BOARD
         Section 1. Within 10 days following the annual meeting of  stockholders
for the election of directors,  the Chief Executive Officer shall call a meeting
of the newly elected Board for the purpose of organization, election of officers
and  transaction  of other  business,  such meeting to be held at such time, not
later than 15 days after such annual meeting of stockholders, and place as shall
be specified by the Chief  Executive  Officer.  The  Secretary or other  officer
performing  his  duties  shall  give  notice,  either  personally  or by mail or
telegram,  to each director not less than four business days before the meeting,
provided,  however,  that no notice of such  meeting need be given if all of the
directors  are present or if those not  present  sign  waivers of notice  either
before or after the meeting. In the event that the Chief Executive Officer shall
fail  to call  such  meeting  within  10  days  after  such  annual  meeting  of
stockholders, as aforesaid, the newly elected Board shall meet at the registered
office of the Corporation,  in Columbia,  South Carolina, at 2:00 p.m. Columbia,
South  Carolina  time, on the fifteenth  day  following  such annual  meeting of
stockholders,  if not a legal  holiday,  and if a legal holiday then on the next
business day following.
         Section 2. Regular  meetings of the Board may be held without notice at
such time and place as shall from time to time be designated by the Board.
         Section 3. Special  meetings of the Board may be called by the Chairman
of the  Board,  the  Vice  Chairman  of the  Board or the  President  or any two
directors  and may be held at the  time  and  place  designated  in the call and
notice of the meeting.  The  Secretary or other  officer  performing  his duties
shall  give  notice  either  personally  or by mail or  telegram  not less  than
twenty-four hours before the meeting. Meetings may be held at any time and place
without  notice if all the  directors  are present or if those not present  sign
waivers of notice either before or after the meeting.
         Section 4. At all  meetings of the Board a majority of the total number
of directors  then in office shall be necessary  and  sufficient to constitute a
quorum  for the  transaction  of  business,  and the  act of a  majority  of the
directors  present at any meeting at which there is a quorum shall be the act of
the Board of  Directors,  except as may be  otherwise  specifically  provided by
statute or by the Articles of Incorporation or by these Bylaws.
         Section 5. Any regular or special meeting of the Board may be adjourned
to any other time at the same or any other place by a majority of the  directors
present  at the  meeting,  whether  or not a  quorum  shall be  present  at such
meeting,  and no notice of the adjourned  meeting  shall be required  other than
announcement at the meeting.
         Section 6.  Directors,  other than those who are  salaried  officers or
employees  of  the  Corporation  or of any  affiliated  Company,  shall  receive
compensation  for their  services as directors at an annual rate as shall be set
from time to time by resolution of the Board of Directors,  payable in quarterly
installments  at the  beginning  of each  quarter of the  calendar  year and, in
addition  thereto,  each such director shall receive such  compensation for each
meeting  of the Board,  or of any  committee  of the Board,  which he shall have
attended,  as  shall  be set by  resolution  of the  Board  of  Directors,  such
additional compensation to be paid as soon as practicable after the date of such
meeting.  All directors  shall be reimbursed  for their  reasonable  expenses of
attendance,  if any,  at  each  regular  or  special  meeting  of the  Board  of
Directors.
         Section 7.  Directors  who are  salaried  officers or  employees of the
Corporation  or of any  affiliated  Company and who are members of the Executive
Committee  shall receive no  compensation  for their services as such members in
addition to such  compensation  as may be paid to them as officers or directors,
but shall be  reimbursed  for their  reasonable  expenses,  if any, in attending
meetings of the Executive  Committee,  or otherwise  performing  their duties as
members of the Executive Committee.
                                   ARTICLE VI
                         EXECUTIVE AND OTHER COMMITTEES
         Section 1. The Board of  Directors  may,  by vote of a majority  of the
full Board,  designate  three or more of their number to constitute an Executive
Committee,  to hold  office for one year and until their  respective  successors
shall be  designated.  Such  Executive  Committee  shall advise with and aid the
officers of the  Corporation  in all matters  concerning  its  interests and the
management of its business,  and shall, between sessions of the Board, except as
otherwise  provided by law, have all the powers of the Board of Directors in the
management of the business and affairs of the Corporation,  and shall have power
to authorize the seal of the  Corporation  to be affixed to all papers which may
require  it.  The  taking of any  action  by the  Executive  Committee  shall be
conclusive  evidence  that the Board of Directors was not in session at the time
of such action.
         The Board of  Directors  may,  by vote of a majority of the full Board,
appoint from among their number, one or more additional  committees,  consisting
of three or more  directors,  which  shall have such powers and duties as may be
fixed by the resolution of the Board of Directors appointing such Committee.
         Section  2. The  Executive  Committee  shall  cause to be kept  regular
minutes of its proceedings,  which may be transcribed in the regular minute book
of the Corporation,  and all such proceedings  shall be reported to the Board of
Directors at its next  succeeding  meeting,  and shall be subject to revision or
alteration  by the  Board,  provided  that no rights of third  persons  shall be
affected by such revision or alteration.  A majority of the Executive  Committee
shall  constitute  a quorum at any meeting.  The  Executive  Committee  may take
action  without a meeting  on the  written  approval  of such  action by all the
members of the  Committee.  The Board of Directors  may by vote of a majority of
the full Board fill any  vacancies in the  Executive  Committee.  The  Executive
Committee  may,  from  time to time,  subject  to the  approval  of the Board of
Directors,  prescribe  rules and  regulations  for the  calling  and  conduct of
meetings of the Committee,  and other matters  relating to its procedure and the
exercise of its powers.
         Section 3. Other  committees  appointed  by the Board shall cause to be
kept regular  minutes of their  proceedings  and in general the provisions as to
procedure for such committees  shall be that set forth above with respect to the
Executive Committee.


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                                   ARTICLE VII
                                    OFFICERS
         Section  1. The  officers  of the  Corporation  shall be elected by the
Board of Directors. They shall include a President, one or more Vice Presidents,
a  Secretary,  a Treasurer  and a  Controller  and may include a Chairman of the
Board and a Vice  Chairman of the Board.  In the event there shall be a Chairman
of the Board and a Vice  Chairman  of the Board,  the Board of  Directors  shall
designate  whether the Chairman of the Board,  the Vice Chairman of the Board or
the President shall be the Chief Executive Officer of the Corporation.  If there
shall be no Chairman of the Board or Vice  Chairman of the Board,  the President
shall be the Chief Executive Officer of the Corporation. Any two or more of such
offices  except those of Treasurer  and  Controller  may be occupied by the same
person; provided, however, the same person may not act in more than one capacity
where action by two or more officers is required.
         Section  2. The  Board of  Directors,  at its first  meeting  after the
election of directors by the  stockholders,  shall elect from among its members,
if it deems proper, a Chairman of the Board and a Vice Chairman of the Board. It
shall also elect a President  and one or more Vice  Presidents,  a Secretary,  a
Treasurer and a Controller, none of whom need be members of the Board.
         The Board of Directors,  at any meeting, may elect such additional Vice
Presidents, and such Assistant Vice Presidents, Assistant Secretaries, Assistant
Treasurers and Assistant Controllers, as it shall deem necessary, none of whom
need be members of the Board.
         Section 3. The Board of Directors, at any meeting, may elect or appoint
such other officers and agents as it shall deem necessary. The tenure and duties
of such  officers and agents shall be fixed by the Board of Directors or, in the
absence  of any  action by the Board of  Directors  so fixing  such  tenure  and
duties,  the tenure and duties shall be fixed by the Chief Executive  Officer of
the  Corporation,  or by such  officers  or  department  heads  to whom he shall
delegate such authority.
         Section  4.  The  salaries  and  compensation  of the  officers  of the
Corporation  and of agents of the  Corporation  appointed  by the Board shall be
fixed by the Board of  Directors.  The  salaries and  compensation  of all other
employees of the Corporation shall, in the absence of any action by the Board of
Directors, be fixed by the Chief Executive Officer of the Corporation.
         Section 5. The officers of the Corporation  elected pursuant to Section
2 of this Article VII shall hold office until the first  meeting of the Board of
Directors  after the next succeeding  annual meeting of  stockholders  and until
their  successors  are elected and qualify in their stead.  The Chief  Executive
Officer may be removed at any time,  with or without cause,  by the  affirmative
vote of a majority of the total  number of directors  then in office.  Any other
officer or  employee  of the  Corporation  may be  removed at any time,  with or
without cause,  either (a) by vote of a majority of the directors present at any
meeting of the Board of Directors  at which a quorum is present,  or (b) by vote
of a majority of the  members of the  Executive  Committee,  or (c) by the Chief
Executive  Officer of the  Corporation or by any officer who shall be exercising
the powers of the Chief Executive Officer of the Corporation, or by any superior
of such  employee to whom such power of removal  shall be delegated by the Chief
Executive Officer of the Corporation or the officer exercising the powers of the
Chief Executive Officers of the Corporation.
                                  ARTICLE VIII
                             CHIEF EXECUTIVE OFFICER
         Section  1.  The  Chief  Executive  Officer  of the  Corporation  shall
supervise,  direct and control the  conduct of the  business of the  Corporation
subject,  however,  to the general policies determined by the Board of Directors
and the Executive Committee, if there be one.
         He shall be a member  of the  Executive  Committee  and all  committees
appointed  by the  Board  of  Directors,  except  the  Audit  Committee  and the
Long-Term  Compensation  Committee  and any  committee  or  subcommittee  making
recommendations of performance awards in shares of Company stock, shall have the
general  powers and duties usually  vested in the chief  executive  officer of a
corporation,  and shall have such other  powers and perform such other duties as
may be  prescribed  from time to time by law,  by the  Bylaws or by the Board of
Directors.
         He shall,  whenever it may in his opinion be  necessary,  prescribe the
duties of  officers  and  employees  of the  Corporation  whose  duties  are not
otherwise defined.
         He shall have power to remove at any time,  with or without cause,  any
employee or officer of the Corporation.  He may, in accordance with Section 5 of
Article VII of these Bylaws, delegate such power of removal.
                                   ARTICLE IX
                              CHAIRMAN OF THE BOARD
         Section 1. The Chairman of the Board, if there be one, shall preside at
all meetings of the Board of Directors and of the  stockholders,  except when by
statute the election of a presiding officer shall be required.
         He shall, if designated  Chief Executive  Officer pursuant to Section 1
of Article  VII of these  Bylaws,  have all the powers  and duties  granted  and
delegated to the Chief  Executive  Officer by Section 1 of Article VIII of these
Bylaws.  In  such  event  he may  sign  in the  name  of  and on  behalf  of the
Corporation any and all contracts, agreements or other instruments pertaining to
matters which arise in the ordinary course of business of the  Corporation  and,
if authorized by the Board of Directors or the Executive Committee,  may sign in
the name of and on behalf of the Corporation any other contracts,  agreements or
instruments of any nature pertaining to the business of the Corporation.
         He shall have such other powers and perform such other duties as may be
prescribed from time to time by law, by the Bylaws or by the Board of Directors.
                                    ARTICLE X
                         THE VICE CHAIRMAN OF THE BOARD
         Section 1. The Vice Chairman of the Board shall,  in the absence of the
Chairman,  preside  at  all  meetings  of  the  Board  of  Directors  and of the
stockholders,  except when by statute the election of a presiding  officer shall
be required.
         He shall, if designated  Chief Executive  Officer pursuant to Section 1
of Article  VII of these  Bylaws,  have all the powers  and duties  granted  and
delegated to the Chief  Executive  Officer by Section 1 of Article VIII of these
Bylaws.  In  such  event  he may  sign  in the  name  of  and on  behalf  of the
Corporation any and all contracts, agreements or other instruments pertaining to
matters which arise in the ordinary course of business of the  Corporation  and,
if authorized by the Board of Directors or the Executive Committee,  may sign in
the name of and on behalf of the Corporation any other contracts,  agreements or
instruments of any nature pertaining to the business of the Corporation.
         He shall have such other powers and perform such other duties as may be
prescribed from time to time by law, by the Bylaws or by the Board of Directors.

                                   ARTICLE XI
                                  THE PRESIDENT
         Section 1. The President  shall,  in the absence of the Chairman of the
Board or the Vice Chairman of the Board, preside at all meetings of the Board of
Directors  and of the  stockholders,  except when by statute  the  election of a
presiding officer shall be required.
         He shall,  if designated  Chief  Executive  Officer of the  Corporation
pursuant  to Section 1 of Article VII of these  Bylaws,  have all the powers and
duties  granted and  delegated  to the Chief  Executive  Officer by Section 1 of
Article VIII of these Bylaws.
         In the event there shall be a Chairman of the Board or a Vice  Chairman
of the Board who shall have been  designated as Chief  Executive  Officer of the
Corporation  pursuant  to Section 1 of  Article  VII of these  Bylaws,  then the
President  shall have such  powers and duties as may be  assigned  to him by the
Chairman  of the Board or the Vice  Chairman of the Board of  Directors.  In the
absence or  disability  of the Chairman of the Board or the Vice Chairman of the
Board,  he shall have all the powers and duties of the  Chairman of the Board or
the Vice Chairman of the Board.
         He may sign in the name of and on behalf of the Corporation any and all
contracts,  agreements or other instruments pertaining to matters which arise in
the ordinary  course of business of the  Corporation  and, if  authorized by the
Board of Directors or the  Executive  Committee,  may sign in the name of and on
behalf of the Corporation any other contracts,  agreements or instruments of any
nature pertaining to the business of the Corporation.
         He shall have such other powers and perform such other duties as may be
prescribed from time to time by law, by the Bylaws or by the Board of Directors.

                                   ARTICLE XII
                               THE VICE PRESIDENT
         Section 1. The Vice  President  shall,  in the absence or disability of
the  President,  perform the duties and exercise the powers of the President and
shall perform such other duties as the Board of Directors may prescribe.
         The  Vice  President  may  sign  in the  name of and on  behalf  of the
Corporation  contracts,  agreements,  or other instruments pertaining to matters
which arise in the  ordinary  course of business of the  Corporation,  except in
cases where the signing  thereof  shall be  expressly  delegated by the Board of
Directors  or the  Executive  Committee  to some  other  officer or agent of the
Corporation. If authorized by the Board of Directors or the Executive Committee,
he may sign in the name of and on behalf of the Corporation any other contracts,
agreements  or  instruments  of any nature  pertaining  to the  business  of the
Corporation.  He shall have such other  powers and perform  such other duties as
may be  prescribed  from time to time by law,  by the  Bylaws or by the Board of
Directors.
         If there be more than one Vice President, the Board of Directors or the
Chief Executive  Officer of the Corporation shall assign to such Vice Presidents
their respective duties.


<PAGE>


                                  ARTICLE XIII
                                  THE SECRETARY
         Section 1. The Secretary shall attend all sessions of the Board and all
meetings  of the  stockholders  and  record  all  votes and the  minutes  of all
proceedings in a book to be kept for that purpose; and shall perform like duties
for the committees  appointed by the Board of Directors when required.  He shall
give, or cause to be given,  notice of all meetings of the  stockholders  and of
the Board of Directors, and shall perform such other duties as may be prescribed
by the Board of Directors or Chief Executive Officer, under whose supervision he
shall be. He shall be sworn to the faithful  discharge of his duty.  Any records
kept by him shall be the  property of the  Corporation  and shall be restored to
the  Corporation in case of his death,  resignation,  retirement or removal from
office.  He or his agent shall be the custodian of the seal of the  Corporation,
the stock ledger,  stock  certificate  book and minute books of the Corporation,
and its  committees,  and other  formal  records and  documents  relating to the
corporate affairs of the Corporation.
         Section 2. The  Assistant  Secretary  or  Assistant  Secretaries  shall
assist the Secretary in the performance of his duties,  exercise and perform his
powers and  duties,  in his  absence or  disability,  and such other  powers and
duties as may be conferred or required by the Board.

                                   ARTICLE XIV
                                  THE TREASURER
         Section 1. The Treasurer  shall have the custody of the corporate funds
and  securities  and shall  keep full and  accurate  accounts  of  receipts  and
disbursements in books belonging to the Corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the Corporation,  in
such  depositories  as may be  designated by the Board of Directors or as may be
designated by persons to whom the Board of Directors delegates such authority.
         He shall disburse the funds of the Corporation in such manner as may be
ordered by the Board, taking proper vouchers for such  disbursements,  and shall
render to the Chief Executive Officer and directors,  at the regular meetings of
the Board,  or whenever they may require it, an account of all his  transactions
as Treasurer and of the financial condition of the Corporation.
         He shall  give  the  Corporation  a bond if  required  by the  Board of
Directors in a sum, and with one or more sureties satisfactory to the Board, for
the faithful performance of the duties of his office, and for the restoration to
the Corporation,  in case of his death, resignation,  retirement or removal from
office,  of all books,  papers,  vouchers,  money and other property of whatever
kind in his possession or under his control belonging to the Corporation.
         Section 2. The Assistant Treasurer or Assistant Treasurers shall assist
the Treasurer in the performance of his duties,  exercise and perform his powers
and duties,  in his absence or  disability,  and such other powers and duties as
may be conferred or required by the Board.
                                   ARTICLE XV
                                 THE CONTROLLER
         Section 1. The  controller  of the  Corporation  shall be the principal
accounting  officer of the  Corporation.  He shall have full  control of all the
books of the  Corporation  and keep a true and  accurate  record of all property
owned by it, of its debts and of its revenues and  expenses,  and shall keep all
accounting  records of the  Corporation  other than the record of  receipts  and
disbursements  and those  relating to deposit or custody of money and securities
of the  Corporation,  which shall be kept by the Treasurer,  and shall also make
reports to the directors and others of or relating to the financial condition of
the  Corporation.  He shall exhibit at all reasonable times his books of account
and records to any director of the Corporation upon application  during business
hours at the office of the Corporation  where such books of accounts and records
are kept.
         He shall  perform  all  duties  generally  incident  to the  office  of
Controller  and shall have such other  powers and duties as,  from time to time,
may be prescribed by law, by the Bylaws, or by the Board of Directors.
         Section 2. The  Assistant  Controller  or Assistant  Controllers  shall
assist the Controller in the performance of his duties, exercise and perform his
powers and  duties,  in his  absence or  disability,  and such other  powers and
duties as may be conferred or required by the Board of Directors.
                                   ARTICLE XVI
                                    VACANCIES
         Section 1. Except as  otherwise  provided by statute or in the Articles
of Incorporation, newly created directorships resulting from any increase in the
authorized  number of directors or any  vacancies  in the Board  resulting  from
death,  resignation,  retirement,  disqualification,  removal from office or any
other  cause  shall be filled  only by the Board of  Directors  then in  office,
although  less than a quorum.  A Director  elected to fill a vacancy  shall hold
office until the next stockholders'  meeting at which Directors of any class are
elected. If the office of any officer of the Corporation shall become vacant for
any reason,  the Board of Directors,  by a majority vote of those present at any
meeting at which a quorum is present,  may elect a successor or successors,  who
shall hold  office  for the  unexpired  term in  respect  of which such  vacancy
occurred.


<PAGE>


                                  ARTICLE XVII
                                  RESIGNATIONS
         Section 1. Any officer or any director of the Corporation may resign at
any time,  such  resignation  to be made in writing  and to take effect from the
time of its  receipt  by the  Corporation,  unless  some  time be  fixed  in the
resignation,  and then from that time. The acceptance of a resignation shall not
be  required  to make it  effective.  A vacancy  shall be  deemed to exist  upon
receipt by the  Corporation  of such written  resignation,  and a successor may,
then or  thereafter,  be elected to take  office when such  resignation  becomes
effective.
                                  ARTICLE XVIII
                       DUTIES OF OFFICERS MAY BE DELEGATED
         Section 1. In case of the absence of any officer of the Corporation, or
for any other reason the Board may deem sufficient,  the Board may delegate, for
the time being,  the powers or duties,  or any of them,  of such officers to any
other officer or to any director.
                                   ARTICLE XIX
                           STOCK OF OTHER CORPORATIONS
         Section 1. The Board of Directors shall have the right to authorize any
officer or other person on behalf of the Corporation to attend,  act and vote at
meetings,  of the stockholders of any corporation in which the Corporation shall
hold stock,  and to exercise  thereat any and all the rights and powers incident
to the ownership of such stock and to execute waivers of notice of such meetings
and calls  therefor;  and  authority may be given to exercise the same either on
one or more designated occasions, or generally on all occasions until revoked by
the Board.  In the event that the Board shall fail to give such authority it may
be exercised by the Chief  Executive  Officer of the Corporation in person or by
proxy appointed by him on behalf of the Corporation.
                                   ARTICLE XX
                              CERTIFICATES OF STOCK
         Section  1.  The  certificates  of stock  of the  Corporation  shall be
entered in the books of the Corporation as they are issued. No fractional shares
of stock shall be issued. Certificates of stock shall be signed by the President
or a Vice President and by the  Secretary,  or an Assistant  Secretary,  and the
seal of the Corporation  shall be affixed  thereto.  Such seal may be facsimile,
engraved  or  printed.  Where any  certificate  of stock is signed by a transfer
agent or transfer clerk or by a registrar, the signatures of any such President,
Vice President,  Secretary or Assistant  Secretary,  upon such stock certificate
may be facsimiles, engraved or printed. In case any such officer who has signed,
or whose facsimile  signature has been placed upon,  such  certificate of stock,
shall have ceased to be such officer before such certificate of stock is issued,
it may be issued by the Corporation  with the same effect as if such officer had
not ceased to be such at the date of its issue.

                                   ARTICLE XXI
                               TRANSFERS OF STOCK
         Section  1.  Transfer  of  stock  shall  be  made on the  books  of the
Corporation only by the person named in the certificate or by attorney, lawfully
constituted in writing, and upon surrender of the certificate therefor.
                                  ARTICLE XXII
                              FIXING OF RECORD DATE
         Section 1. The Board of Directors is hereby  authorized  to fix a time,
not less than ten (10) days nor more than fifty (50) days  preceding the date of
any meeting of stockholders or the date fixed for the payment of any dividend or
the making of any  distribution,  or for the  delivery of evidences of rights or
evidences  of  interests  arising out of any change,  conversion  or exchange of
shares of stock,  as a record  date for the  determination  of the  stockholders
entitled  to notice of and to vote at such  meeting or  entitled  to receive any
such  dividend,  distribution,  rights or interest,  as the case may be; and all
persons who are holders of record of shares of stock at the date so fixed and no
others,  shall be  entitled to notice of and to vote at such  meeting,  and only
stockholders  of record at such  date  shall be  entitled  to  receive  any such
notice,  dividend,  distribution,  rights or interests;  and the stock  transfer
books shall not be closed during any such period.

                                  ARTICLE XXIII
                             REGISTERED STOCKHOLDERS
         Section 1. The  Corporation  shall be  entitled to treat the holders of
record  of any  share or  shares  of stock as the  holder  in fact  thereof  and
accordingly  shall not be bound to recognize any equitable or other claim to, or
interest in, such share on the part of any other person, whether or not it shall
have express or other notice thereof, save as expressly provided by the statutes
of the State of South Carolina.


<PAGE>


                                  ARTICLE XXIV
                                LOST CERTIFICATES
         Section 1. Whenever any  stockholder  shall desire a new certificate of
stock to replace an original certificate of stock which has been lost, destroyed
or  wrongfully  taken,  he shall make  application  to the  Corporation  for the
issuance of a new  certificate or certificates in replacement of the certificate
or  certificates  which  were  lost,  destroyed  or  wrongfully  taken  and  the
Corporation  may issue a  certificate  or  certificates  in  replacement  of the
certificate or certificates  referred to in such  stockholders  application upon
such  terms and  indemnity  to the  Corporation  as the Board of  Directors  may
prescribe.
         Upon completion by a stockholder of the  requirements  set forth in the
preceding  paragraph,  the Corporation shall issue a certificate or certificates
in  replacement  of  the  certificate  or  certificates   referred  to  in  such
stockholder's  application if such  application  is received by the  Corporation
before it has notice  that such  certificate  or  certificates  has or have been
acquired by a bona fide purchaser.
                                   ARTICLE XXV
                               INSPECTION OF BOOKS
         Section 1. The Board of Directors shall have power to determine whether
and to what extent,  and at what time and places and under what  conditions  and
regulations,  the  accounts and books of the  Corporation  (other than the books
required by statute to be open to the  inspection  of  stockholders),  or any of
them, shall be open to the inspection of stockholders,  and no stockholder shall
have any right to inspect any  account or book or  document of the  Corporation,
except as such  right may be  conferred  by the  statutes  of the State of South
Carolina or by resolution of the directors or of the stockholders.
                                  ARTICLE XXVI
                   CHECKS, NOTES, BONDS AND OTHER INSTRUMENTS
         Section 1. All checks or demands for money and notes of the Corporation
shall be signed by such person or persons (who may but need not be an officer or
officers of the  Corporation)  as the Board of  Directors  may from time to time
designate  or as may be  designated  by persons  to whom the Board of  Directors
delegates such  authority.  The Board of Directors  shall have authority to make
provision,  with proper safeguards,  for the signatures to appear on all checks,
including,  but  not  by  way of  limitation,  payroll  checks,  to be  made  by
facsimile, whether engraved or printed. Whenever the seal of this Corporation is
to be affixed to any instrument  being  executed on behalf of this  Corporation,
such seal shall be affixed  thereto by the  Secretary or an Assistant  Secretary
and the fact of such  affixation  shall be attested to by the person so affixing
the seal.

                                  ARTICLE XXVII
                             RECEIPT FOR SECURITIES
         Section 1. All receipts for stocks,  bonds or other securities received
by the Corporation  shall be signed by the Treasurer or an Assistant  Treasurer,
or by such  other  person or  persons  as the Board of  Directors  or  Executive
Committee shall designate.

                                 ARTICLE XXVIII
                                   FISCAL YEAR
         Section 1. The fiscal year shall begin the first day of January in each
year.
                                  ARTICLE XXIX
                                    RESERVES
         Section  1.  The  Board  of  Directors  shall  have  power  to fix  and
determine,  and from time to time to vary,  the amount to be reserved as working
capital; to determine whether any, or if any, what part of any, surplus shall be
declared  and  paid  as  dividends,  to  determine  the  date or  dates  for the
declaration  or payment of  dividends  and to direct and  determine  the use and
disposition  of any  surplus,  and before  payment of any dividend or making any
distribution  of  surplus  there  may be set  aside  out of the  surplus  of the
Corporation  such  sum or sums as the  directors  from  time to  time,  in their
absolute  discretion,  think proper as a reserve fund to meet contingencies,  or
for equalizing  dividends,  or for repairing or maintaining  any property of the
Corporation, or for such other purpose as the directors shall think conducive to
the interests of the Corporation.
                                   ARTICLE XXX
                                     NOTICES
         Section 1. In addition to the telegraphic notice permitted by Section 3
of Article V of these  Bylaws,  whenever  under the  provisions  of these Bylaws
notice is required to be given to any director, officer or stockholder, it shall
not be construed  to require  personal  notice,  but such notice may be given in
writing, by mail, by depositing a copy of the same in a post office,  letter box
or mail chute,  maintained by the Post Office  Department,  in a postpaid sealed
wrapper,  addressed to such stockholder,  officer or director, at his address as
the same appears on the books of the Corporation.
         A stockholder,  director or officer may waive any notice required to be
given to him under these Bylaws.
                                  ARTICLE XXXI
                             INSPECTORS OF ELECTION
         Section 1.  Prior to every  meeting  of the  stockholders  the Board of
Directors  may  appoint  any odd  number of  inspectors  of  election  to act as
inspectors  at such  meeting.  In the  event  that  inspectors  shall  not be so
appointed,  they shall be appointed by the person  presiding at such meeting and
if any inspector shall refuse to serve, or neglect to attend such meeting or his
office becomes vacant,  the person  presiding at the meeting may appoint another
inspector in his place.  The  inspectors  appointed to act at any meeting of the
stockholders shall, before entering upon the discharge of their duties, be sworn
faithfully  to execute  the duties of  inspector  at such  meeting  with  strict
impartiality and according to the best of their ability.
                                  ARTICLE XXXII
                 DIRECTOR, OFFICER AND EMPLOYEE INDEMNIFICATION
         Section  1.  The  Corporation  shall  indemnify  any  and  all  of  its
employees,  officers,  or directors,  or former officers or directors (including
their heirs, executors,  and administrators),  or any person who may have served
at its request or by its election,  designation,  or request as a member, agent,
employee,  director or officer of any other  corporation or partner,  trustee or
otherwise,  of  any  organization  against  expenses  actually  and  necessarily
incurred by them in  connection  with the defense or  settlement  of any action,
suit or proceeding  (which shall include any threatened,  pending,  or completed
action,   suit  or   proceeding,   whether  civil,   criminal,   administrative,
investigative  or  arbitrative) in which they, or any of them, are made parties,
or a party,  by reason of being or having been agents,  employees,  directors or
officers of the Corporation,  or of such other organization,  except in relation
to matters as to which any such agent,  employee,  director or officer or former
employee,  director or officer or person shall be adjudged in such action,  suit
or proceeding to be liable for willful misconduct in the performance of duty and
to such matters, as shall be settled by agreement predicated on the existence of
such  liability.  Such  indemnity  shall be in  accordance  with a written  plan
adopted by the Board of Directors,  which plan shall be in  accordance  with the
law of South Carolina.  The indemnification  provided hereby shall not be deemed
exclusive of any other right to which anyone seeking  indemnification  hereunder
may be entitled under any By-Law,  agreement, or otherwise.  The Corporation may
purchase and maintain insurance on the behalf of any director,  officer,  agent,
employee or former  employee,  director or officer or other person,  against any
liability asserted against them and incurred by them.

                                 ARTICLE XXXIII
                                   AMENDMENTS
         Section 1.  Except as  otherwise  provided  in Section 2 below,  any of
these Bylaws may be altered, amended or repealed,  and/or one or more Bylaws may
be  adopted,  at a meeting of the  stockholders,  by a vote of the  holders of a
majority  of all shares of stock  entitled  to vote to elect  directors  who are
entitled to vote at such meeting,  provided that written notice of such proposed
alteration,  amendment,  repeal and/or adoption,  as the case may be, shall have
been given to all such  stockholders at least ten days before such meeting.  Any
of these Bylaws may also be altered, amended or repealed, and/or one or more new
Bylaws  may be  adopted,  by the vote of a  majority  of all  directors  then in
office, at a meeting of the Board of Directors, provided that the notice of such
meeting  includes therein notice of such  alteration,  amendment,  repeal and/or
adoption,  as the case may be. At a meeting thereof,  the  stockholders,  by the
vote of the  holders of a majority  of all shares of stock  entitled  to vote to
elect  directors  who are  entitled  to vote at such  meeting,  may  repeal  any
alteration  or amendment  of these Bylaws made by the Board of Directors  and/or
reinstate any of these Bylaws repealed by the Board of Directors,  and/or repeal
any new By-Law adopted by the Board of Directors.
         Section 2.  Notwithstanding  the  provisions  of  Section 1 above,  any
alteration,  amendment or repeal by the stockholders of Section 1 of Article IV,
Section 1 of Article XVI or this Section 2 of Article XXXIII of these Bylaws, or
the adoption by the stockholders of any new By-Law inconsistent with any of such
Sections, shall require the vote of the holders of at least 80% of all shares of
stock  entitled  to vote to elect  directors  who are  entitled  to vote at such
meeting.


