
<PAGE>   1
                                                                 EXHIBIT 3.02



                   INDEX OF SECOND AMENDED AND RESTATED BYLAWS

                                       OF

                           CARAUSTAR INDUSTRIES, INC.


<TABLE>
<CAPTION>

                                   ARTICLE I.
<S>                 <C>                              <C>
OFFICES:
                                               
                    Section 1.                       Principal Office.
                    Section 2.                       Registered Office.
                    Section 3.                       Other Offices.


                                   ARTICLE II.

MEETINGS OF SHAREHOLDERS:

                    Section 1.                       Place of Meetings.
                    Section 2.                       Annual Meetings.
                    Section 3.                       Substitute Annual Meeting.
                    Section 4.                       Special Meetings.
                    Section 5.                       Notice of Meetings.
                    Section 6.                       Waiver of Notice.
                    Section 7.                       Voting Lists.
                    Section 8.                       Voting Group.
                    Section 9.                       Quorum.
                    Section 10.                      Proxies.
                    Section 11.                      Voting of Shares.
                    Section 12.                      Informal Action by Shareholders.
                    Section 13.                      Shareholder Protection Act.
                    Section 14.                      Control Share Acquisition Act.
                    Section 15.                      Actions to be Taken at an Annual
                                                     Meeting of Shareholders.

                                  ARTICLE III.

BOARD OF DIRECTORS:

                    Section 1.                       General Powers
                    Section 2.                       Number, Term and Qualifications.
                    Section 3.                       Nomination and Election of Directors.
                    Section 4.                       Removal.
                    Section 5.                       Vacancies.
                    Section 6.                       Chairman of Board.
                    Section 7.                       Compensation.


</TABLE>

<PAGE>   2





                            

<TABLE>
<CAPTION>
                                   ARTICLE IV.

<S>                                                  <C>
MEETINGS OF DIRECTORS:

                    Section 1.                       Regular Meetings.
                    Section 2.                       Special Meetings.
                    Section 3.                       Notice of Meetings.
                    Section 4.                       Waiver of Notice.
                    Section 5.                       Quorum.
                    Section 6.                       Manner of Acting.
                    Section 7.                       Presumption of Assent.
                    Section 8.                       Informal Action by Directors.
                    Section 9.                       Committees.


                                   ARTICLE V.

OFFICERS:

                    Section 1.                       Officers of the Corporation.
                    Section 2.                       Appointment and Term.
                    Section 3.                       Compensation of Officers.
                    Section 4.                       Removal.
                    Section 5.                       Resignation.
                    Section 6.                       Bonds.
                    Section 7.                       Chairman.
                    Section 8.                       President.
                    Section 9.                       Vice-Presidents.
                    Section 10.                      Secretary.
                    Section 11.                      Assistant Secretaries.
                    Section 12.                      Treasurer.
                    Section 13.                      Assistant Treasurers.


                                   ARTICLE VI.

CONTRACTS, LOANS, CHECKS AND DEPOSITS:

                    Section 1.                       Contracts.
                    Section 2.                       Loans.
                    Section 3.                       Checks and Drafts.
                    Section 4.                       Deposits.


                                  ARTICLE VII.

CERTIFICATES FOR SHARES AND THEIR TRANSFER:

                    Section 1.                       Certificates for Shares.
                    Section 2.                       Transfer of Shares.
                    Section 3.                       Lost Certificate.
                    Section 4.                       Fixing Record Date.
                    Section 5.                       Holder of Record.
                    Section 6.                       Shares Held by Nominees.


</TABLE>

<PAGE>   3

<TABLE>

<S>                 <C>           <C>                <C>

                    Section 7.                       Treasury Shares.


                                  ARTICLE VIII.

INDEMNIFICATION:


                    Section 1.                       Indemnification of Directors and
                                                     Officers.
                    Section 2.                       Advancement of Expenses.
                    Section 3.                       Settlements.
                    Section 4.                       Benefit of Provisions.
                    Section 5.                       Authorization.


                                   ARTICLE IX.

GENERAL PROVISIONS:

                    Section 1.                       Distributions.
                    Section 2.                       Seal.
                    Section 3.                       Fiscal Year.
                    Section 4.                       Amendments.
                    Section 5.                       Definitions.



</TABLE>

<PAGE>   4



                       SECOND AMENDED AND RESTATED BYLAWS

                                       OF

                           CARAUSTAR INDUSTRIES, INC.

                                   ARTICLE I.

                                     OFFICES

Section 1.                   Principal Office.  The principal office of the
                             corporation shall be located at such place as the
                             Board of Directors may fix from time to time.

Section 2.                   Registered Office.  The registered office of the
                             corporation required by law to be maintained in
                             the State of North Carolina may be, but need not
                             be, identical with the principal office.

Section 3.                   Other Offices. The corporation may have offices
                             at such other places, either within or without the
                             State of North Carolina, as the Board of Directors
                             may designate or as the affairs of the corporation
                             may require from time to time.

                                                    ARTICLE II.

                                              MEETING OF SHAREHOLDERS

Section 1.                   Place of Meetings.  All meetings of shareholders
                             shall be held at the principal office of the
                             corporation, or at such other place either within
                             or without the State of North Carolina, as shall
                             be designated in the notice of the meeting or
                             agreed upon by a majority of the shareholders
                             entitled to vote thereat.

Section 2.                   Annual Meetings.  The annual meeting of
                             shareholders for the purpose of electing directors
                             of the corporation and for the transaction of such
                             other business as may be properly brought before
                             the meeting shall be held at 9:00 a.m. on the
                             third Wednesday in April of each year, or at such
                             time and on such date as the Board of Directors
                             may determine.  If the third Wednesday in April
                             shall be a legal holiday, such meeting shall be
                             held on the next succeeding business day, unless
                             the Board of Directors shall determine otherwise.

Section 3.                   Substitute Annual Meeting.  If the annual meeting
                             shall not be held on the day designated by these
                             bylaws, a substitute annual meeting may be called

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                             in accordance with the provisions of Section 4 of
                             this Article II. A meeting so called shall be
                             designated and treated for all purposes as the
                             annual meeting.

Section 4.                   Special Meetings.  Special meetings of the
                             shareholders may be called at any time by the
                             Chairman, President, Secretary or Board of
                             Directors of the corporation.

Section 5.                   Notice of Meetings.  Written or printed notice
                             stating the time and place of the meeting shall be
                             delivered not less than ten nor more than sixty
                             days before the date of any shareholders' meeting,
                             either by personal delivery, or by telegraph,
                             teletype, or other form of wireless communication,
                             or by facsimile transmission, or by mail or
                             private carrier, by or at the direction of the
                             Board of Directors, the Chairman, President,
                             Secretary, or other person calling the meeting, to
                             each shareholder entitled to vote at such meeting;
                             provided that such notice must be given to all
                             shareholders with respect to any meeting at which
                             a merger or share exchange is to be considered and
                             in such other instances as required by law.  If
                             mailed, such notice shall be deemed to be
                             delivered when deposited in the United States
                             mail, correctly addressed to the shareholder at
                             his address as it appears on the record of
                             shareholders of the corporation, with postage
                             thereon prepaid.

                             In the case of a special meeting, the notice of
                             meeting shall specifically state the purpose or
                             purposes for which the meeting is called; but, in
                             the case of an annual or substitute annual meeting,
                             the notice of meeting need not specifically state
                             the business to be transacted thereat unless such a
                             statement is required by provisions of the North
                             Carolina Business Corporation Act.

                             When a meeting is adjourned to a different date,
                             time, or place, notice need not be given of the new
                             date, time, or place if the new date, time, or
                             place is announced at the meeting before
                             adjournment and if a new record date is not fixed
                             for the adjourned meeting; but if a new record date
                             is fixed for the adjourned meeting (which must be
                             done if the new date is more than 120 days after
                             the date of the original meeting), notice of the
                             adjourned meeting must be given as provided in

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<PAGE>   6



                             this section to persons who are shareholders as of
                             the new record date.

Section 6.                   Waiver of Notice.  Any shareholder may waive
                             notice of any meeting before or after the meeting.
                             The waiver must be in writing, signed by the
                             shareholder, and delivered to the corporation for
                             inclusion in the minutes or filing with the
                             corporate records.  A shareholder's attendance in
                             person or by proxy, at a meeting (a) waives
                             objection to lack of notice or defective notice of
                             the meeting, unless the shareholder or his proxy
                             at the beginning of the meeting objects to holding
                             the meeting or transacting business at the
                             meeting, and (b) waives objection to consideration
                             of a particular matter at the meeting that is not
                             within the purpose or purposes described in the
                             meeting notice, unless the shareholder or his
                             proxy objects to considering the matter before it
                             is voted upon.

Section 7.                   Voting Lists.  Before each meeting of shareholders
                             the Secretary of the corporation shall prepare an
                             alphabetical list of the shareholders entitled to
                             notice of such meeting, arranged by voting group,
                             with the address of and number of shares held by
                             each.  The list shall be kept on file at the
                             principal  office of the corporation for the
                             period beginning two business days after notice of
                             the meeting is given and continuing through the
                             meeting, and shall be subject to inspection by any
                             shareholder, his agent or attorney at any time
                             during the usual business hours.  This list shall
                             also be produced and kept open at the time and
                             place of the meeting and shall be subject to
                             inspection by any shareholder, his agent or
                             attorney, during the whole time of the meeting or
                             any adjournment thereof.

Section 8.                   Voting Group.  All shares of one or more classes
                             or series that under the articles of incorporation
                             or the North Carolina Business Corporation Act are
                             entitled to vote and be counted together
                             collectively on a matter at a meeting of
                             shareholders constitute a voting group.  All
                             shares entitled by the articles of incorporation
                             or the North Carolina Business Corporation Act to
                             vote generally on a matter are for that purpose  a
                             single voting group.  Classes or series of shares
                             shall not be entitled to vote separately by voting

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<PAGE>   7



                             group unless expressly authorized by the articles
                             of incorporation or specifically required by law.

Section 9.                   Quorum.  A majority of votes entitled to be cast
                             on a matter by a voting group constitutes a quorum
                             of that voting group for action on that matter.

                             Once a share is represented for any purpose at a
                             meeting, it is deemed present for quorum purposes
                             for the remainder of the meeting and for any
                             adjournment of that meeting unless a new record
                             date is or must be set for that adjourned meeting.

                             In the absence of a quorum at the opening of any
                             meeting of shareholders, such meeting may be
                             adjourned from time to time by a vote of the
                             majority of the votes cast on the motion to
                             adjourn; and, subject to the provisions of Section
                             5 of this Article II, at any adjourned meeting at
                             which a quorum is present, any business may be
                             transacted which might have been transacted at the
                             original meeting.

Section 10.                  Proxies.  Shares may be voted either in person or
                             by one or more agents authorized by a written
                             proxy executed by the shareholder or by his duly
                             authorized attorney in fact.  A proxy is not valid
                             after the expiration of eleven months from the
                             date of its execution, unless the person executing
                             it specifies therein the length of time for which
                             it is to continue in force, or limits its use to a
                             particular meeting.

Section 11.                  Voting of Shares.  Each outstanding share entitled
                             to vote shall be entitled to one vote on each
                             matter submitted to a vote at a meeting of
                             shareholders.

                             Except in the election of directors as governed by
                             provisions in Section 3 of Article III, if a quorum
                             exists, action on a matter by a voting group is
                             approved if the votes cast within the voting group
                             favoring the action exceed the votes cast opposing
                             the action, unless a greater vote number is
                             required by law or by the articles of incorporation
                             or bylaws of this corporation.

                             Shares of its own stock owned by the corporation
                             directly or indirectly, through a subsidiary
                             corporation or otherwise, shall not be voted at any
                             meeting and shall not be counted in determining the
                             total number of outstanding shares

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<PAGE>   8



                             at a given time, provided that this provision does
                             not limit the power of the corporation to vote its
                             own shares held by it in a fiduciary capacity.

Section 12.                  Informal Action by Shareholders.  Any action which
                             may be taken at a meeting of the shareholders may
                             be taken without a meeting if consent in writing,
                             setting forth the action so taken, shall be signed
                             by all of the persons who would be entitled to
                             vote upon such action at a meeting, and filed with
                             the Secretary of the corporation to be kept as
                             part of the corporate records.

Section                      13. Shareholder Protection Act. The provisions of
                             Article 9 of Chapter 55 of the General Statutes of
                             North Carolina, entitled "The North Carolina
                             Shareholder Protection Act," shall not apply to the
                             corporation.

Section 14.                  Control Share Acquisition Act.  The provisions of
                             Article 9A of Chapter 55 of the General Statutes of
                             North Carolina, entitled "The North Carolina
                             Control Share Acquisition Act," shall not apply to
                             the corporation.

Section 15.                  Actions to be Taken at an Annual Meeting of
                             Shareholders.  No business shall be transacted at
                             an annual meeting of shareholders, except such
                             business as shall be (a) specified in the notice
                             of meeting given as provided in Section 5 of this
                             Article II, (b) otherwise brought before the
                             meeting by or at the direction of the Board of
                             Directors, or (c) otherwise brought before the
                             meeting by a shareholder of record entitled to
                             vote at the meeting, in compliance with the
                             procedure set forth in this Section 15.  For
                             business to be brought before an annual meeting by
                             a shareholder pursuant to (c) above, the
                             shareholder must have given timely notice in
                             writing to the Secretary.  To be timely, a
                             shareholder's notice must be delivered to, or
                             mailed to and received at, the principal office of
                             the corporation not less than 60 days nor more
                             than 90 days prior to the meeting; provided,
                             however, that if less than 70 days' notice or
                             prior public disclosure of the date of the meeting
                             is given or made to shareholders, notice by the
                             shareholder will be timely if received not later
                             than the close of business on the tenth day
                             following the day on which such notice of the date
                             of the meeting or such public disclosure was given
                             or made.  Notice of the date of the meeting shall

                                       -5-

<PAGE>   9



                             be deemed to have been given by the corporation
                             more than 70 days in advance of the annual meeting
                             if the annual meeting is called on the date
                             indicated by Section 2 of this Article II without
                             regard to when notice or public disclosure thereof
                             is made. Notice of actions to be brought before the
                             annual meeting pursuant to (c) above shall set
                             forth as to each matter the 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 for
                             bringing such business before the annual meeting,
                             (ii) the name and address, as they appear on the
                             corporation's books, of each shareholder proposing
                             such business, (iii) the classes and number of
                             shares of the corporation that are owned of record
                             and beneficially by such shareholder, and (iv) any
                             material interest of such shareholder in such
                             business other than his interest as a shareholder
                             of the corporation. Notwithstanding anything in
                             these bylaws to the contrary, no business shall be
                             conducted at an annual meeting except in accordance
                             with the provisions set forth in this Section 15.
                             If the chairman of the annual meeting determines
                             that any business was not properly brought before
                             the meeting in accordance with provisions
                             prescribed by these bylaws, he shall so declare to
                             the meeting, and to the extent permitted by law any
                             such business not properly brought before the
                             meeting shall not be transacted.

                                                 ARTICLE III.

                                                BOARD OR DIRECTORS

Section 1.                   General Powers.  The business and affairs of the
                             corporation shall be managed by its Board of
                             Directors.

Section 2.                   Number, Term and Qualifications.  The number of
                             directors constituting the Board of Directors
                             shall be not less than nine (9) nor more than
                             fifteen (15) as may be fixed or changed from time
                             to time, within the minimum and the maximum, by
                             the shareholders or by the Board of Directors.
                             Directors need not be residents of the State of
                             North Carolina or shareholders of the corporation.

                             The directors shall be divided into three classes,
                             as nearly equal in number as may be, to serve in
                             the first instance until the annual meeting of

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                             shareholders to be held in 1993, 1994 and 1995,
                             respectively. At each successive annual meeting of
                             shareholders beginning in 1993, the successors to
                             the class of directors whose terms expire at that
                             time shall be elected to serve for terms of three
                             years. In the event of any increase or decrease in
                             the number of directors, the additional or
                             eliminated directorships shall be so classified or
                             chosen that all classes of directors shall remain
                             or become as nearly equal in number as may be. The
                             term of a director elected to fill a vacancy
                             expires when the term of the vacating director
                             would have expired had the vacating director served
                             a full term. A decrease in the number of directors
                             does not shorten an incumbent director's term.
                             Despite the expiration of a director's term, such
                             director shall continue to serve until a successor
                             shall be elected and qualified or until there is a
                             decrease in the number of directors.

Section 3.                   Nomination and Election of Directors.  Except as
                             provided in Section 5 of this Article III,
                             directors shall be elected at the annual meeting
                             of shareholders in accordance with the provisions
                             of Section 2 of this Article III; and those
                             persons who receive the highest number of votes
                             shall be deemed to have been elected.  If any
                             shareholder so demands, the election of directors
                             shall be by ballot.

                             Only persons who are nominated in accordance with
                             the provisions set forth in these bylaws shall be
                             eligible to be elected as directors at an annual or
                             special meeting of shareholders. Nomination for
                             election to the Board of Directors shall be made by
                             the Board of Directors or a Nominating Committee
                             appointed by the Board of Directors.

                             Nomination for election of any person to the Board
                             of Directors may also be made if written notice of
                             the nomination of such person shall have been
                             delivered to the Secretary of the corporation at
                             the principal office of the corporation not later
                             than the close of business on the fifth business
                             day following the date on which notice is first
                             given to shareholders of the meeting at which such
                             election is to be held. Each such notice shall set
                             forth: (a) the name and address of the shareholder
                             who intends to make the nomination and of the
                             person or persons to be nominated; (b) a
                             representation that the shareholder is a holder of

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<PAGE>   11



                             record of shares of the corporation entitled to
                             vote at such meeting and intends to appear in
                             person or by proxy at the meeting to nominate the
                             person or persons specified in the notice; (c) a
                             description of all arrangements or understandings
                             between the shareholder and each nominee and any
                             other person or persons (naming such person or
                             persons) pursuant to which the nomination or
                             nominations are to be made by the shareholder; (d)
                             such other information regarding each nominee
                             proposed by such shareholder as would be required
                             to be included in a proxy statement filed pursuant
                             to the proxy rules of the Securities and Exchange
                             Commission, had the nominee been nominated, or
                             intended to be nominated, by the Board of
                             Directors; and (e) the consent of each nominee to
                             serve as a director of the corporation if so
                             elected. The chairman of the meeting may refuse to
                             acknowledge the nomination of any person not made
                             in compliance with the foregoing procedure.


Section 4.                   Removal.  A director may be removed only for cause
                             by a vote of the shareholders if the number of
                             votes cast to remove such director exceeds the
                             number of votes cast not to remove him.  If a
                             director is elected by a voting group of
                             shareholders, only the shareholders of that voting
                             group may participate in the vote to remove him.
                             A director may not be removed by the shareholders
                             at a meeting unless the notice of the meeting
                             states that the purpose, or one of the purposes,
                             of the meeting is removal of the director.  If any
                             directors are so removed, new directors may be
                             elected at the same meeting.

Section 5.                   Vacancies.  Any vacancy occurring in the Board of
                             Directors, including without limitation a vacancy
                             resulting from an increase in the number of
                             directors or from the failure by the shareholders
                             to elect the full authorized number of directors,
                             may be filled by the shareholders or by the Board
                             of Directors, whichever group shall act first.  If
                             the directors remaining in office do not
                             constitute a quorum, the directors may fill the
                             vacancy by the affirmative vote of a majority of
                             the remaining directors.  If the vacant office was
                             held by a director elected by a voting group, only
                             the remaining director or directors elected by
                             that voting group or the holders of shares of that
                             voting group are entitled to fill the vacancy.


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<PAGE>   12




Section 6.                   Chairman of Board. There may be a Chairman of the
                             Board of Directors elected by the directors from
                             their number at any meeting of the Board. The
                             Chairman shall preside at all meetings of the
                             Board of Directors and perform such other duties
                             as may be directed by the Board.

Section 7.                   Compensation.  The Board of Directors may
                             compensate directors for their services as such
                             and may provide for the payment of any or all
                             expenses incurred by directors in connection with
                             such services.

                                                    ARTICLE IV.

                                               MEETINGS OF DIRECTORS

Section 1.                   Regular Meetings.  A regular meeting of the Board
                             of Directors shall be held immediately after, and
                             at the same place as, the annual meeting of
                             shareholders.  In addition, the Board of Directors
                             may provide, by resolution, the time and place,
                             either within or without the State of North
                             Carolina, for the holding of additional regular
                             meetings.

Section 2.                   Special Meetings.  Special meetings of the Board
                             of Directors may be called by or at the request of
                             the Chairman, the President or any two directors.
                             Such meeting may be held within or without the
                             State of North Carolina, as fixed by the person or
                             persons calling the meeting.

Section 3.                   Notice of Meetings.  Regular meetings of the Board
                             of Directors may be held without notice.

                             The person or persons calling a special meeting of
                             the Board of Directors shall, at least two days
                             before the meeting, give notice thereof by any
                             usual means of communication. Such notice need not
                             specify the purpose for which the meeting is
                             called.

Section 4.                   Waiver of Notice.  Any director may waive notice
                             of any meeting which waiver must be in writing and
                             signed by the director and should be filed with
                             the minutes or the corporation's records.  The
                             attendance by a director at a meeting shall
                             constitute a waiver of notice of such meeting
                             unless the director at the beginning of the
                             meeting, or promptly upon arrival, objects to
                             holding the meeting or to transacting business at

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<PAGE>   13



                             the meeting and does not thereafter vote for or
                             assent to action taken at the meeting.

Section 5.                   Quorum.  A majority of the number of directors
                             fixed pursuant to these bylaws shall constitute a
                             quorum for the transaction of business at any
                             meeting of the Board of Directors.

Section 6.                   Manner of Acting.  Except as otherwise provided in
                             these bylaws, the act of the majority of the
                             directors present at a meeting at which a quorum
                             is present shall be the act of the Board of
                             Directors.

Section 7.                   Presumption of Assent.  A director of the
                             corporation who is present at a meeting of the
                             Board of Directors at which action on any
                             corporate matter is taken shall be presumed to
                             have assented to the action taken unless his
                             contrary vote is recorded or his dissent or
                             abstention is otherwise entered in the minutes of
                             the meeting or unless he shall file his written
                             dissent or abstention to such action with the
                             person acting as the secretary of the meeting
                             before the adjournment thereof or shall forward
                             such dissent or abstention by registered mail to
                             the Secretary of the corporation immediately after
                             the adjournment of the meeting.  Such right to
                             dissent or abstention is not available to a
                             director who voted in favor of such action.

Section 8.                   Informal Action by Directors.  An action taken
                             without a meeting is nevertheless an action of the
                             Board of Directors if written consent to the
                             action in question is signed by all the directors
                             and filed with the minutes of the proceedings of
                             the Board, whether done before or after the action
                             so taken.

Section 9.                   Committees.  The Board of Directors may create an
                             Executive Committee, a Nominating Committee and
                             other committees of the board and appoint members
                             of the Board of Directors to serve on them.  The
                             creation of a committee of the board and
                             appointment of members to it must be approved by
                             the greater of (a) a majority of the number of
                             directors in office when the action is taken or
                             (b) the number of directors required to take
                             action pursuant to Section 6 of this Article IV.
                             Each committee of the board must have two or more
                             members and, to the extent authorized by law and
                             specified by the Board of Directors, shall have

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<PAGE>   14



                             and may exercise all of the authority of the Board
                             of Directors in the management of the corporation.
                             Any vacancy occurring in a committee shall be
                             filled by the vote of a majority of the number of
                             directors fixed pursuant to these bylaws at a
                             regular or special meeting of the Board of
                             Directors. Any member of a committee may be removed
                             at any time with or without cause by a majority of
                             the number of directors fixed pursuant to these
                             bylaws. Each committee shall keep regular minutes
                             of its proceedings and report to the Board of
                             Directors when required. If action taken by a
                             committee is not thereafter formally considered by
                             the Board of Directors, a director may dissent from
                             such action by filing his written objection with
                             the Secretary with reasonable promptness after
                             learning of such action. The provisions in these
                             bylaws governing meetings, action without meetings,
                             notice and waiver of notice, and quorum and voting
                             requirements of the Board of Directors apply to
                             committees of the Board of Directors established
                             under this section.


                                                    ARTICLE V.

                                                     OFFICERS

Section 1.                   Officers of the Corporation.  The officers of the
                             corporation shall consist of a Chairman (if the
                             Board of Directors chooses to elect a Chairman in
                             accordance with Section 6 of Article III), a
                             President, a Secretary, a Treasurer and such Vice-
                             Presidents, Assistant Secretaries, Assistant
                             Treasurers, and other offices as the Board of
                             Directors may from time to time elect.  Any two or
                             more offices may be held by the same person, but
                             no officer may act in more than one capacity where
                             action of two or more officers is required.

Section 2.                   Appointment and  Term.  The officers of the
                             corporation shall be appointed by the Board of
                             Directors and each officer shall hold office until
                             his death, resignation, retirement, removal,
                             disqualification or his successor shall have been
                             appointed.

Section 3.                   Compensation of Officers.  The compensation of all
                             officers of the corporation shall be fixed by the
                             Board of Directors and no officer shall serve the
                             corporation in any other capacity and receive
                             compensation therefor unless such additional

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<PAGE>   15



                             compensation be authorized by the Board of
                             Directors.  The appointment of an officer does not
                             itself create contract rights.

Section 4.                   Removal.  Any officer or agent  appointed by the
                             Board of Directors may be removed by the Board
                             whenever in its judgment the best interests of the
                             corporation will be served thereby; but such
                             removal shall be without prejudice to the contract
                             rights, if any, of the person so removed.

Section 5.                   Resignation.  An officer may resign at any time by
                             communicating his resignation to the corporation,
                             orally or in writing.  A resignation is effective
                             when communicated unless it specifies in writing a
                             later effective date.  If a resignation is made
                             effective at a later date that is accepted by the
                             corporation, the Board of Directors may fill the
                             pending vacancy before the effective date if the
                             Board provides that the successor does not take
                             office until the effective date.  An officer's
                             resignation does not affect the corporation's
                             contract rights, if any, with the officer.

Section 6.                   Bonds.  The Board of Directors may by resolution
                             require any officer, agent, or employee of the
                             corporation to give bond to the corporation, with
                             sufficient sureties, conditioned on the faithful
                             performance of the duties of his respective office
                             or position, and to comply with such other
                             conditions as may from time to time be required by
                             the Board of Directors.

Section 7.                   Chairman.  The Chairman shall preside at all
                             meetings of the Board of Directors and perform
                             such other duties as may be directed by the Board.

Section 8.                   President.  The President shall be the principal
                             executive officer of the corporation and, subject
                             to the control of the Board of Directors, shall in
                             general supervise and control all of the business
                             and affairs of the corporation.  He shall, when
                             present, preside at all meetings of the
                             shareholders.  He shall sign, with the Secretary,
                             an Assistant Secretary, or any other proper
                             officer of the corporation thereunto authorized by
                             the Board of Directors, certificates for shares of
                             the corporation, any deeds, mortgages, bonds,
                             contracts, or other instruments which the Board of
                             Directors has authorized to be executed, except in
                             cases where the signing and execution thereof
                             shall be expressly delegated by the Board of

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<PAGE>   16



                             Directors or by these bylaws to some other officer
                             or agent of the corporation, or shall be required
                             by law to be otherwise signed or executed; and in
                             general he shall perform all duties incident to the
                             office of President and such other duties as may be
                             prescribed by the Board of Directors from time to
                             time.

Section 9.                   Vice-Presidents.  In the absence of the President
                             or in the event of his death, inability or refusal
                             to act, the Vice-Presidents in the order of their
                             length of services as Vice-Presidents, unless
                             otherwise determined by the Board of Directors,
                             shall perform the duties of the President, and
                             when so acting shall have all the powers of and be
                             subject to all the restrictions upon the
                             President.  Any Vice-President may sign, with the
                             Secretary or an Assistant Secretary, certificates
                             for shares of the corporation; and shall perform
                             such other duties as from time to time may be
                             assigned to him by the President or Board of
                             Directors.

Section 10.                  Secretary.  The Secretary shall:  (a) keep the
                             minutes of the meetings of the shareholders, of
                             the Board of Directors and the Executive Committee
                             in one or more books provided for that purpose;
                             (b) see that all notices are duly given in
                             accordance with the provisions of these bylaws or
                             as required by law; (c) be custodian of the
                             corporate records and of the seal of the
                             corporation and see that the seal of the
                             corporation is affixed to all documents the
                             execution of which on behalf of the corporation
                             under its seal is duly authorized; (d) keep a
                             register of the post office address of each
                             shareholder which shall be furnished to the
                             Secretary by such shareholder; (e) sign with the
                             President or a Vice-President, certificates for
                             shares of the corporation, the issuance of which
                             shall have been authorized by resolution of the
                             Board of Directors; (g) keep or cause to be kept
                             in the State of North Carolina at the
                             corporation's registered office or principal place
                             of business a record of the corporation's
                             shareholders, giving the names and addresses of
                             all shareholders and the number and class of
                             shares held by each, and prepare or cause to be
                             prepared voting lists prior to each meeting of
                             shareholders as required by law; (h) attest the
                             signature or certify the incumbency or signature
                             of any officer of the corporation; and (i) in

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<PAGE>   17



                             general perform all duties incident to the office
                             of Secretary and such other duties as from time to
                             time may be assigned to him by the President or by
                             the Board of Directors.

Section 11.                  Assistant Secretaries.  In the absence of the
                             Secretary or in the event of his death, inability
                             or refusal to act, the Assistant Secretaries in
                             the order of their length of service as Assistant
                             Secretary, unless otherwise determined by the
                             Board of Directors, shall perform the duties of
                             the Secretary, and when so acting shall have all
                             the power of and be subject to all the
                             restrictions upon the Secretary.  They shall
                             perform such other duties as may be assigned to
                             them by the Secretary, by the President, or by the
                             Board of Directors.  Any Assistant Secretary may
                             sign, with the President or a Vice-President,
                             certificates for shares of the corporation.

Section 12.                  Treasurer.  The Treasurer shall:  (a) have charge
                             and custody of and be responsible for all funds
                             and securities of the corporation; receive and
                             give receipts for moneys due and payable to the
                             corporation from any source whatsoever, and
                             deposit all such moneys in the name of the
                             corporation in such depositories as shall be
                             selected in accordance with the provisions of
                             Section 4 of Article VI of these bylaws; (b)
                             prepare, or cause to be prepared, a true statement
                             of the corporation's assets and liabilities as of
                             the close of each fiscal year, all in reasonable
                             detail, which statement shall be made and filed at
                             the corporation's registered office or principal
                             place of business in the State of North Carolina
                             within four months after the end of such fiscal
                             year and thereat kept available for a period of at
                             least ten years; and (c) in general perform all
                             the duties incident to the office of Treasurer and
                             such other duties as from time to time may be
                             assigned to him by the President or by the Board
                             of Directors, or by these bylaws.

Section 13.                  Assistant Treasurers.  In the absence of the
                             Treasurer or in the event of his death, inability
                             or refusal to act, the Assistant Treasurers in the
                             order of their length of service as Assistant
                             Treasurer, unless otherwise determined by the
                             Board of Directors shall perform the duties of the
                             Treasurer, and when so acting shall have all the
                             powers of and be subject to all restrictions upon
                             the Treasurer.  They shall perform such other

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<PAGE>   18



                             duties as may be assigned to them by the
                             Treasurer, by the President, or by the Board of
                             Directors.

                                                    ARTICLE VI.

                                       CONTRACTS, LOANS, CHECKS AND DEPOSITS

Section 1.                   Contracts.  The Board of Directors may authorize
                             any officer or officers, agent or agents, to enter
                             into any contract or execute and deliver any
                             instrument in the name of and on behalf of the
                             corporation, and such authority may be general or
                             confined to specific instances.

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

Section 3.                   Checks and Drafts.  All checks, drafts or other
                             orders for the payment of money, issued in the
                             name of the corporation, shall be signed by such
                             officer or officers, agent or agents of the
                             corporation and in such manner as shall from time
                             to time be determined by resolution of the Board
                             of Directors.

Section 4.                   Deposits.  All funds of the corporation not
                             otherwise employed shall be deposited from time to
                             time to the credit of the corporation in such
                             depositories as the Board of Directors may select.

                                                   ARTICLE VII.

                                    CERTIFICATES FOR SHARES AND THEIR TRANSFER

Section 1.                   Certificates for Shares.  Certificates
                             representing shares of the corporation shall be in
                             such form as shall be determined by the Board of
                             Directors.  The corporation shall issue and
                             deliver to each shareholder certificates
                             representing all fully paid shares owned by him.
                             Certificates shall be signed by the President or a
                             Vice-President and by the Secretary or Treasurer
                             or an Assistant Secretary or Assistant Treasurer.
                             All certificates for shares shall be consecutively
                             numbered or otherwise identified.  The name and
                             address of the person to whom the shares
                             represented thereby are issued, with the number

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<PAGE>   19



                             and class of shares and the date of issue, with the
                             number and class of shares and the date of issue,
                             shall be entered on the stock transfer books of the
                             corporation.

Section 2.                   Transfer of Shares.  Transfer of the shares of the
                             corporation shall be made only on the stock
                             transfer books of the corporation by the holder of
                             record therefor by his legal representative, who
                             shall furnish proper evidence of authority to
                             transfer, or by his attorney thereunto authorized
                             by power of attorney duly executed and filed with
                             the Secretary, and on surrender for cancellation
                             of the certificate for such shares.

Section 3.                   Lost Certificate.  The Board of Directors may
                             direct a new certificate to be issued in place of
                             any certificate theretofore issued by the
                             corporation claimed to have been lost or
                             destroyed, upon receipt of any affidavit of such
                             fact from the person claiming the certificate to
                             have been lost or destroyed.  When authorizing
                             such issue of a new certificate, the Board of
                             Directors shall require that the owner of such
                             lost or destroyed certificate, or his legal
                             representative, give the corporation a bond in
                             such sum as the Board may direct as indemnity
                             against any claim that may be made against the
                             corporation with respect to the certificate
                             claimed to have been lost or destroyed, except
                             where the Board of Directors by resolution finds
                             that in the judgment of the directors the
                             circumstances justify omission of a bond.

Section 4.                   Fixing Record Date.  The Board of Directors may
                             fix a future date as the record date for one or
                             more voting groups in order to determine the
                             shareholders entitled to notice of a shareholders'
                             meeting, to demand a special meeting, to vote, or
                             to take any other action.  Such record date may
                             not be more than seventy days before the meeting
                             or action requiring a determination of
                             shareholders.  A determination of shareholders
                             entitled to notice of or to vote at a
                             shareholders' meeting is effective for any
                             adjournment of the meeting unless the Board of
                             Directors fixes a new record date for the
                             adjourned meeting, which it must do if the meeting
                             is adjourned to a date more than 120 days after
                             the date fixed for the original meeting.


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<PAGE>   20



                             If no record date is fixed by the Board of
                             Directors for the determination of shareholders
                             entitled to notice of or to vote at a meeting of
                             shareholders, the close of business on the day
                             before the first notice of the meeting is delivered
                             to shareholders shall be the record date for such
                             determination of shareholders.

                             The Board of Directors may fix a date as the record
                             date for determining shareholders entitled to a
                             distribution or share dividend. If no record date
                             is fixed by the Board of Directors for such
                             determination, it is the date the Board of
                             Directors authorizes the distribution or share
                             dividend.

Section 5.                   Holder of Record.  Except as otherwise required by
                             law, the corporation may treat  the person in
                             whose name the shares stand of record on its books
                             as the absolute owner of the shares and the person
                             entitled to receive notification and
                             distributions, to vote, and to otherwise exercise
                             the rights, powers and privileges of such shares.

Section 6.                   Shares Held by Nominees.  The corporation shall
                             recognize the beneficial owner of shares
                             registered in the name of a nominee as the owner
                             and shareholder of such shares for certain
                             purposes if the nominee in whose name such shares
                             are registered files with the Secretary a written
                             certificate in a form prescribed by the
                             corporation, signed by the nominee, indicating the
                             following:  (i) the name, address, and taxpayer
                             identification number of the nominee; (ii) the
                             name, address, and taxpayer identification number
                             of the beneficial owner; (iii) the number and
                             class or series of shares registered in the name
                             of the nominee as to which the beneficial owner
                             shall be recognized as the shareholder; and (iv)
                             the purposes for which the beneficial owner shall
                             be recognized as the shareholder.

                             The purposes for which the corporation shall
                             recognize the beneficial owner as the shareholder
                             may include the following: (i) receiving notice of,
                             voting at, and otherwise participating in
                             shareholders' meetings; (ii) executing consents
                             with respect to the shares; (iii) exercising
                             dissenters' rights under Article 13 of the Business
                             Corporation Act; (iv) receiving distributions and
                             share dividends with respect to the shares; (v)
                             exercising inspection rights; (vi)

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<PAGE>   21



                             receiving reports, financial statements, proxy
                             statements, and other communications from the
                             corporation; (vii) making any demand upon the
                             corporation required or permitted by law; and
                             (viii) exercising any other rights or receiving any
                             other benefits of a shareholder with respect to the
                             shares.

                             The certificate shall be effective ten (10)
                             business days after its receipt by the corporation
                             and until it is changed by the nominee, unless the
                             certificate specifies a later effective time or an
                             earlier termination date.

                             If the certificate affects less than all of the
                             shares registered in the name of the nominee, the
                             corporation may require the shares affected by the
                             certificate to be registered separately on the
                             books of the corporation and be represented by a
                             share certificate that bears a conspicuous legend
                             stating that there is a nominee certificate in
                             effect with respect to the shares represented by
                             that share certificate.

Section 7.                   Treasury Shares.  Treasury shares of the
                             corporation shall consist of such shares as have
                             been issued and thereafter acquired but not
                             canceled by the corporation.  Treasury shares
                             shall not carry voting or dividend rights.

                                                   ARTICLE VIII.

                                                  INDEMNIFICATION


Section 1.                   Indemnification of Directors.  The corporation
                             shall indemnify and hold harmless any person who
                             at any time serves or has served as a director of
                             the corporation to the fullest extent from time to
                             time permitted by law in the event such person is
                             made, or threatened to be made, a party to any
                             pending, threatened or completed civil, criminal,
                             administrative, investigative or arbitrative
                             action, suit or proceeding, and any appeal therein
                             (and any inquiry or investigation that could lead
                             to such action, suit or proceeding), whether or
                             not brought by or on behalf of the corporation, by
                             reason of the fact that he is or was a director of
                             the corporation or serves or served any other
                             enterprise (including service as trustee or
                             administrator under any employee benefit plan of
                             the corporation or of any wholly owned subsidiary

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<PAGE>   22



                             of the corporation) as a director, officer,
                             employee or agent at the request of the
                             corporation. The rights of any director or former
                             director or hereunder shall, to the fullest extent
                             from time to time permitted by law, cover all
                             liability and expense, including without limitation
                             all attorneys' fees and expenses, judgments, fines,
                             excise taxes and, subject to Section 3 of this
                             Article VIII, amounts paid in settlement, and all
                             expenses incurred by such director or former
                             director in enforcing his or her rights hereunder.

Section 2.                   Advancement of Expenses.  To the fullest extent
                             from time to time permitted by law, the
                             corporation shall pay the expenses of any person
                             who at any time serves or has served as a director
                             of the corporation, including attorneys' fees and
                             expenses, incurred in defending any action, suit
                             or proceeding described in Section 1 of this
                             Article VIII in advance of the final disposition
                             of such action, suit or proceeding.

Section 3.                   Settlements.  The corporation shall not be liable
                             to indemnify any such director or former director
                             for any amounts paid in settlement of any
                             proceeding effected without the corporation's
                             written consent.  The corporation will not
                             unreasonably withhold its consent in any proposed
                             settlement.

Section 4.                   Benefit of Provisions.  The rights set forth in
                             this Article VIII shall inure to the benefit of
                             any such director or former director, whether or
                             not he is a director at the time such liabilities
                             or expenses are imposed or incurred, and whether
                             or not the claim asserted against him is based
                             upon matters that antedate the date of adoption of
                             this Article VIII, and in the event of his death
                             shall extend to his legal representative.  The
                             rights of directors and former directors under
                             this Article VIII shall be in addition to and not
                             exclusive of any other rights to which they may be
                             entitled under any statute, agreement, insurance
                             policy or otherwise.  Any person who at any time
                             after the adoption of this  Article VIII serves or
                             has served in any of the capacities described
                             herein for or on behalf of the corporation shall
                             be deemed to be doing or to have done so
                             in reliance upon, and as consideration for, the
                             rights of indemnification provided herein.


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<PAGE>   23



Section 5.                   Authorization.  The Board of Directors of the
                             corporation shall take all such action as may be
                             necessary and appropriate to authorize the
                             corporation to pay the indemnification required by
                             this Article VIII, including without limitation,
                             to the extent needed, making a determination that
                             indemnification is permissible in the
                             circumstances and making a good faith evaluation
                             of the manner in which the claimant for indemnity
                             acted and of the reasonable amount of indemnity
                             due him.  The Board of Directors may appoint a
                             committee or special counsel to make such
                             determination and evaluation.  To the extent
                             needed, the Board of Directors shall give notice
                             to, and obtain approval by, the shareholders of
                             the corporation for any decision to indemnify.

                                                    ARTICLE IX.

                                                GENERAL PROVISIONS

Section 1.                   Distributions.  The Board of Directors may from
                             time to time authorize, and the corporation may
                             grant, distributions and share dividends to its
                             shareholders pursuant to law and subject to the
                             provisions of its articles of incorporation.

Section 2.                   Seal.  The corporate seal of the corporation shall
                             consist of two concentric circles between which is
                             the name of the corporation and in the center of
                             which is inscribed SEAL; and such seal, as
                             impressed on the margin hereof, is hereby adopted
                             as the corporate seal of the corporation.

Section 3.                   Fiscal Year.  The fiscal year of the corporation
                             shall be fixed by the Board of Directors.

Section 4.                   Amendments.  Except as otherwise provided in the
                             articles of incorporation or by law, these bylaws
                             may be amended or repealed and new bylaws may be
                             adopted by the affirmative vote of a majority of
                             the directors then holding office at any regular
                             or special meeting of the Board of Directors.

                             No bylaw adopted, amended or repealed by the
                             shareholders shall be readopted, amended or
                             repealed by the Board of Directors unless the
                             articles of incorporation or a bylaw adopted by the
                             shareholders authorizes the Board of Directors to
                             adopt, amend or repeal that particular bylaw or the
                             bylaws generally.


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<PAGE>   24


Section 5.                   Definitions.  Unless the context otherwise
                             requires, terms used in these bylaws shall have the
                             meanings assigned to them in the North Carolina
                             Business Corporation Act to the extent
                             defined therein.



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