Lowe's Companies (LOW) 8-KAmendments to Articles of Incorporation or Bylaws

The principal office of the corporation in the State of North Carolina shall be located in the County of Iredell. The registered office of the corporation, required by law to be continuously maintained in the State of North Carolina, may be, but need not be, identical with the principal office and shall be maintained at that location identified as the address of the business office of the registered agent with the North Carolina Secretary of State. The corporation may have such other offices either within or without the State of North Carolina, as the Board of Directors may designate or the business of the corporation may require from time to time.

(a) Special meetings of the shareholders for any purpose or purposes may be called by the Chief Executive Officer, Chairman of the Board or by a majority of the Board of Directors, and shall be called by the Secretary upon the written request of shareholders owning in the aggregate not less than twenty-five percent (25%) of the total number of shares of capital stock of the corporation outstanding and entitled to vote on the matter or matters to be brought before the proposed special meeting.

(b) A request to the Secretary of the corporation shall be signed by each shareholder, or a duly authorized agent of such shareholder, requesting the special meeting and shall set forth: (i) a statement of the specific proposal or proposals to be brought before the special meeting, the reasons for conducting such business at the special meeting and any material interest in such business of each shareholder requesting the special meeting and any

Shareholder Associated Person (as defined in Section 11(g) of this Article II); and (ii) any other information that would be required to be set forth in a shareholder’s notice required to be delivered pursuant to Section 11 or Section 14 (with respect to director nominations) or Section 12 (with respect to other business) of this Article II, if such provisions were applicable; provided, however, that the provisions of Section 11, Section 12 or Section 14, as applicable, of this Article II shall continue to apply with respect to the nomination of directors and the proposal of other business to be conducted at such meeting. A request to call a special meeting shall include documentary evidence of each requesting shareholder’s record and beneficial ownership of the corporation’s shares of capital stock as of the date of such request.

(c) A special meeting requested by shareholders shall be held at such date and time as may be fixed by the Board of Directors; provided, however, that the date of any such special meeting shall be not more than 90 days after the request to call the special meeting is received by the Secretary.  Notwithstanding the foregoing, a special meeting requested by shareholders shall not be held if (i) the Board of Directors calls or has called an annual or special meeting of shareholders to be held within 90 days after the Secretary receives the request for the special meeting and the Board of Directors determines in good faith that the business of such meeting includes (among any other matters properly brought before the annual meeting) the purpose or purposes specified in the request; or (ii) an annual or special meeting was held not more than 12 months before the date on which the request for a special meeting was delivered to the Secretary that included the purpose or purposes specified by the requesting shareholders in their request for a special meeting, with such determination being made in good faith by the Board of Directors.

(d) Business transacted at a special meeting requested by shareholders shall be limited to the purpose or purposes stated in the request for the special meeting; provided, however, that nothing herein shall prohibit the Board of Directors from submitting additional matters to shareholders at any such special meeting.

(e) Any shareholder may revoke a request for a special meeting at any time by written revocation delivered to the Secretary and, if, following such revocation, there are un-revoked requests from shareholders holding in the aggregate less than the requisite number of shares entitling the shareholders to request the calling of a special meeting, the Board of Directors, in its discretion, may cancel the special meeting.

(a) At all meetings of shareholders, a shareholder may vote by proxy executed in writing by the shareholder or by his or her duly authorized attorney in fact. Such proxy shall be filed with the Secretary of the corporation before or at the time of the meeting. No proxy shall be valid after 11 months from the date of its execution, unless otherwise provided in the proxy. If a proxy for the same shares confers authority upon two or more persons and does not otherwise provide a majority of them present at the meeting or if only one is present at the meeting then that one may exercise all the powers conferred by the proxy; but if the proxy holders present at the meeting are divided as to the right and manner of voting in any particular case, and there is no majority, the voting of such shares shall be prorated.

(b) The Secretary may approve procedures to enable a shareholder or a shareholder’s duly authorized attorney in fact to appoint another person or persons to act for him or her as proxy by transmitting or authorizing the transmission of a telegram, cablegram, internet transmission, telephone transmission or other means of electronic transmission to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization or like agent duly authorized by the person who will be the holder of the proxy to receive such transmission, provided that any such transmission must either set forth or be submitted with information from which the inspectors of election can determine that the transmission was authorized by the shareholder or the shareholder’s duly authorized attorney in fact. If it is determined that such transmissions are valid, the inspectors shall specify the information upon which they relied. Any copy, facsimile telecommunications or other reliable reproduction of the writing or transmission created pursuant to this Section 8 may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used, provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission.

(c) If a shareholder intends to appoint another person to act for him or her as proxy to present a proposal at any annual or special meeting of shareholders, the shareholder shall appoint such other person and give notice of such appointment in writing to the Secretary not less than three business days before the date of the meeting, including the name and contact information for such person. For the avoidance of doubt, the advance notice requirements of this subsection (c) shall apply to the appointment of persons as proxies to present (i) proposals submitted in accordance with the eligibility and procedural

requirements of Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and included in the corporation’s proxy statement and (ii) proposals submitted by a shareholder in compliance with the notice provisions set forth in Section 12 of this Article II that are not included in the corporation’s proxy statement.

(a) Nominations of persons for election to the Board of Directors may be made at any annual or special meeting of shareholders only (i) by or at the direction of the Board of Directors, (ii) by any shareholder of the corporation who is a shareholder of record at the time of giving of notice as provided for in this Section 11, who shall be entitled to vote for the election of directors at the meeting and who complies with the notice procedures set forth in this Section 11, or (iii) by any shareholder (or group of shareholders) of the corporation who meets the requirements of and complies with all of the procedures set forth in Section 14 of this Article II. In addition to any other applicable requirements, such nominations made pursuant to clause (ii) of this Section 11(a) shall be made pursuant to timely notice in proper written form to the Secretary of the corporation, as provided by this Section 11, and nominations made pursuant to clause (iii) of this Section 11(a) shall be made pursuant to the requirements and procedures set forth in Section 14 of this Article II.

(b) To be timely, a shareholder’s notice of any nominations of persons for election to the Board of Directors to be presented by a shareholder at any annual meeting of shareholders pursuant to clause (ii) of Section 11(a) shall be delivered to, or mailed and received at, the principal executive offices of the corporation not less than 120 days nor more than 150 days prior to the first anniversary of the preceding year’s annual meeting of shareholders; provided, however, that in the event that the date of the annual meeting is advanced by more than 30 days or delayed by more than 60 days from such anniversary date, or if no annual meeting was held in the preceding year, then to be timely notice by a shareholder

must be so delivered, or mailed and received, not earlier than the close of business on the 120th day prior to the date of such annual meeting and not later than the close of business on the later of the 90th day prior to the date of such annual meeting or, if the first public announcement (as defined in Section 11(f) of this Article II) of the date of such annual meeting is less than 100 days prior to the date of such annual meeting, the tenth day following the day on which public announcement of the date of such meeting is first made by the corporation. To be timely, a shareholder’s notice of any nominations of persons for election to the Board of Directors to be presented by a shareholder at any special meeting of shareholders pursuant to clause (ii) of Section 11(a) shall be delivered to, or mailed and received at, the principal executive offices of the corporation not earlier than 150 days prior to the date of the special meeting nor later than the later of 120 days before the date of the special meeting or the tenth day following the day on which public announcement of the date of the special meeting was first made by the corporation. In no event shall any adjournment or postponement of an annual or special meeting of shareholders, or the public announcement thereof, commence a new time period for the delivery of a shareholder’s notice pursuant to clause (ii) of Section 11(a).

(c) To be in proper form, a shareholder’s notice of any nominations of persons for election to the Board of Directors to be presented by a shareholder at any meeting of shareholders pursuant to clause (ii) of Section 11(a) must include or be accompanied by the following:

(i)  as to each person whom the shareholder proposes to nominate for election or reelection as a director, (1) the name, age, business address and residence address of such person, (2) the principal occupation or employment of such person, (3) the class and number of shares or other securities of the corporation which are owned of record or beneficially by such person, (4) any derivative positions held of record or beneficially by such person related to, or the value of which is derived in whole or in part from, the value of any class of the corporation’s shares or other securities and whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of, or any other agreement, arrangement or understanding has been made, the effect or intent of which is to mitigate loss to, or to manage the risk or benefit from share price changes for, or to increase or decrease the voting power of, such person with respect to the corporation’s shares or other securities, (5) a written statement executed by the person acknowledging that as a director of the corporation, the nominee will owe a fiduciary duty under North Carolina law with respect to the corporation and its shareholders, (6) such person’s written and signed certification consenting to being named as a nominee and representing that such nominee intends to serve as a director for the full term if elected, (7) a completed and duly executed written questionnaire with respect to the background and qualification of such proposed nominee (which questionnaire shall be provided by the Secretary upon written request), (8) a duly executed representation that, if elected as a director of the corporation, such person shall comply with the corporation’s Corporate Governance Guidelines in all respects, (9) such person’s written consent to provide any information that the Board of Directors reasonably requests to determine whether such person would qualify as “independent” under the corporation’s Corporate Governance Guidelines, the requirements of the Corporate Governance Rules of the New York Stock Exchange (the “NYSE”), any applicable rules of the Securities and Exchange Commission

(the “SEC”) or any publicly disclosed standards used by the Board of Directors in determining and disclosing the independence of the corporation’s directors (collectively, the “Independence Standards”), to determine the eligibility of such person to serve as a director of the corporation, or to determine whether such person meets the requirements for serving as a member of any of the committees of the Board of Directors set forth in Article III of these Bylaws, (10) such person’s written consent to provide any information that could be material to a reasonable shareholder’s understanding of the independence, or lack thereof, of such person, including any compensation arrangement with a third party for such person’s services as a director, (11) any other information regarding such person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with a contested solicitation of proxies for the election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder, if Section 14 of the Exchange Act were applicable, and (12) such person’s written consent to further update and supplement any information provided to the corporation or its shareholders pursuant to such person’s nomination, if necessary, so that all such information shall be true and correct as of the record date for the determination of shareholders entitled to vote at the applicable meeting of shareholders, and to ensure that any such update and supplement shall be delivered to, or be mailed and received by, the Secretary at the principal executive offices of the corporation not later than five business days after the record date for the determination of shareholders entitled to vote at the applicable meeting of shareholders; and

(ii)  as to the shareholder giving the notice, (1) the name and address, as they appear on the corporation’s books, of such shareholder and the name and address of any Shareholder Associated Person (as defined in Section 11(g) of this Article II) covered by clauses (2), (3) or (4) below, (2) the class and number of shares or other securities of the corporation which are owned of record or beneficially by such shareholder or by any Shareholder Associated Person, (3) any derivative positions held of record or beneficially by the shareholder or any Shareholder Associated Person related to, or the value of which is derived in whole or in part from, the value of any class of the corporation’s shares or other securities and whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of, or any other agreement, arrangement or understanding has been made, the effect or intent of which is to mitigate loss to, or to manage the risk or benefit from share price changes for, or to increase or decrease the voting power of, such shareholder or any Shareholder Associated Person with respect to the corporation’s shares or other securities, (4) any other information regarding such shareholder or any Shareholder Associated Person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with a contested solicitation of proxies pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder, if Section 14 of the Exchange Act were applicable, (5) a written statement whether either such shareholder or any Shareholder Associated Person will deliver a proxy statement and form of proxy to holders of the corporation’s voting shares, (6) a completed and duly executed written questionnaire with respect to the background of the nominating shareholder and any other person or entity on whose behalf, directly or indirectly, the nomination is being made (which questionnaire shall be provided by the Secretary upon written request) and (7) such shareholder’s written consent to further update and

supplement any information provided to the corporation or its shareholders pursuant to such shareholder’s nomination of persons for election to the Board of Directors, if necessary, so that all such information shall be true and correct as of the record date for the determination of shareholders entitled to vote at the applicable meeting of shareholders, and to ensure that any such update and supplement shall be delivered to, or be mailed and received by, the Secretary at the principal executive offices of the corporation not later than five business days after the record date for the determination of shareholders entitled to vote at the applicable meeting of shareholders. At the request of the Board of Directors, any person nominated by the Board for election as a director shall furnish to the Secretary of the corporation that information required to be set forth in a shareholder’s notice of nomination pursuant to this clause (ii) of Section 11(c) which pertains to the nominee.

(d) Notwithstanding the foregoing provisions of this Section 11, a shareholder nominating any person for election to the Board of Directors to be presented by a shareholder at any meeting of shareholders pursuant to clause (ii) of Section 11(a) shall also comply with all applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder by the SEC with respect to the matters set forth in this Section 11; provided, however, that any references herein to the Exchange Act or the rules and regulations promulgated thereunder are not intended to and shall not limit any requirements applicable to shareholder nominations pursuant to clause (ii) of Section 11(a). Nothing in this Section 11 shall be deemed to affect any rights of the corporation’s shareholders to request inclusion of nominees in the corporation’s proxy materials pursuant to the rules and regulations promulgated by the SEC under the Exchange Act and the requirements and procedures set forth in Section 14 of this Article II.

(e) The chairman of any meeting of shareholders shall, if the facts warrant, determine and declare to the meeting that a nomination pursuant to clause (ii) of Section 11(a) was not made in accordance with the provisions prescribed by this Section 11 and, if the chairman should so determine, the chairman shall so declare to the meeting and the defective nomination shall be disregarded.

(f) For purposes of Section 11 and Section 12 of this Article II, “public announcement” shall mean disclosure in a press release reported by a national news service or in a document publicly filed by the corporation with the SEC pursuant to Section 13, Section 14 or Section 15(d) of the Exchange Act and the rules and regulations promulgated thereunder.

(g) For purposes of Section 2, Section 11 and Section 12 of this Article II, “Shareholder Associated Person” of any shareholder means (i) any person controlling, directly or indirectly, or acting in concert with, such shareholder, (ii) any beneficial owner of shares of stock of the corporation owned of record or beneficially by such shareholder and (iii) any person controlling, controlled by or under common control with such Shareholder Associated Person.

(a) Only business (other than director nominations, which are subject to the requirements of Section 11 or Section 14, as applicable, of this Article II) that is submitted in accordance with the provisions set forth in this Section 12 of Article II may be presented for consideration by shareholders of the corporation at any annual or special meeting of shareholders. Business may be presented for consideration by the shareholders of the corporation at an annual or special meeting of shareholders (i) by or at the direction of the Board of Directors, or (ii) by any shareholder of the corporation (or another person authorized to act for him or her as proxy) who is a shareholder of record at the time of giving of notice as provided for in this Section 12, who shall be entitled to vote for such business at the meeting and who complies with the notice provisions set forth in this Section 12. For the avoidance of doubt, the foregoing clause (ii) of this Section 12(a) shall be the exclusive means for a shareholder to present proposals (except proposals submitted in accordance with the eligibility and procedural requirements of Rule 14a-8 under the Exchange Act and included in the corporation’s proxy materials) for consideration by the corporation’s shareholders at any annual or special meeting of shareholders. In order to be considered by the shareholders of the corporation at any annual or special meeting of shareholders, and in addition to any other applicable requirements, business submitted by a shareholder must be a proper matter for shareholder consideration and must be made pursuant to timely notice in proper written form to the Secretary of the corporation, as provided by this Section 12.

(b) To be timely, a shareholder’s notice of any business to be presented by a shareholder at any annual meeting of shareholders shall be delivered to, or mailed and received at, the principal executive offices of the corporation not less than 120 days nor more than 150 days prior to the first anniversary of the preceding year’s annual meeting of shareholders; provided, however, that in the event that the date of the annual meeting is advanced by more than 30 days or delayed by more than 60 days from such anniversary date, or if no annual meeting was held in the preceding year, then to be timely notice by a shareholder must be so delivered, or mailed and received, not earlier than the close of business on the 120th day prior to the date of such annual meeting and not later than the close of business on the later of the 90th day prior to the date of such annual meeting or, if the first public announcement of the date of such annual meeting is less than 100 days prior to the date of such annual meeting, the tenth day following the day on which public announcement of the date of such meeting is first made by the corporation. To be timely, a shareholder’s notice of any business to be presented by a shareholder at any special meeting of shareholders shall be delivered to, or mailed and received at, the principal executive offices of the corporation not earlier than 150 days prior to the date of the special meeting nor later than the later of 120 days before the date of the special meeting or the tenth day following the day on which public announcement of the date of the special meeting was first made by the corporation. In no event shall any adjournment or postponement of an annual or special meeting of shareholders, or the public announcement thereof, commence a new time period for the delivery of a shareholder’s notice under this Section 12.

(c) To be in proper form, a shareholder’s notice of any business to be presented at any shareholders meeting must set forth:

(i) as to each matter the shareholder proposes to bring before the meeting, (1) the text of the proposal desired to be brought before the meeting and (2) a brief written statement of the reasons for bringing such business before the meeting; and

(ii) as to the shareholder giving the notice, (1) the name and address, as they appear on the corporation’s books, of such shareholder and the name and address of any Shareholder Associated Person covered by clauses (2), (3), (5) and (6) below, (2) the class and number of shares or other securities of the corporation which are owned of record or beneficially by such shareholder or by any Shareholder Associated Person, (3) any derivative positions held of record or beneficially by the shareholder or any Shareholder Associated Person related to, or the value of which is derived in whole or in part from, the value of any class of the corporation’s shares or other securities and whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of, or any other agreement, arrangement or understanding has been made, the effect or intent of which is to mitigate loss to, or to manage the risk or benefit from share price changes for, or to increase or decrease the voting power of, such shareholder or any Shareholder Associated Person with respect to the corporation’s shares or other securities, (4) a representation that such shareholder is entitled to vote at such meeting and intends to appear in person or by proxy (including by means of remote communication to the extent permitted under North Carolina law) to present the proposal at such meeting, (5) a detailed description of any material interest of such shareholder or any Shareholder Associated Person in such business other than his or her interest as a shareholder of the corporation, (6) any other information regarding such shareholder or any Shareholder Associated Person or such business that would be required to be disclosed in a proxy statement or other filings required to be made in connection with a contested solicitation of proxies pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder, if Section 14 of the Exchange Act were applicable, (7) a statement whether either such shareholder or any Shareholder Associated Person will deliver a proxy statement and form of proxy to holders of at least the percentage of the corporation’s voting shares required under applicable law to carry the proposal, (8) a completed and duly executed written questionnaire with respect to the background of such shareholder and any other person or entity on whose behalf, directly or indirectly, the proposal is being made (which questionnaire shall be provided by the Secretary upon written request), and (9) such shareholder’s written consent to further update and supplement any information provided to the corporation or its shareholders pursuant to such shareholder’s submission of business for consideration by the corporation’s shareholders at any meeting of shareholders, if necessary, so that all such information shall be true and correct as of the record date for the determination of shareholders entitled to vote at the applicable meeting of shareholders, and to ensure that any such update and supplement shall be delivered to, or be mailed and received by, the Secretary at the principal executive offices

of the corporation not later than five business days after the record date for the determination of shareholders entitled to vote at the applicable meeting of shareholders.

(e) The chairman of any meeting of shareholders shall, if the facts warrant, determine and declare to the meeting that any business was not properly brought before the meeting in accordance with the provisions prescribed by this Section 12. If the chairman should so determine, any such business not so properly brought before the meeting shall not be transacted.

(a) The notice procedures and all other relevant provisions of Section 11 of this Article II shall apply to all nominations made pursuant to this Section 14.

(b) The corporation shall include in its proxy statement for any annual meeting of shareholders the name, together with the Required Information (as defined below), of any person nominated for election to the Board of Directors (a “Shareholder Nominee”) identified in a timely notice that satisfies this Section 14 delivered by one or more shareholders who at the time the request is delivered satisfy the ownership and other requirements of both Section 11 of this Article II and this Section 14 (such shareholder or shareholders, and any Shareholder Associated Person of such shareholder or shareholders, the “Eligible Shareholder”), and who expressly elect as a part of providing

the notice required by Section 11 of this Article II (the “Notice”) to have its nominee included in the corporation’s proxy materials pursuant to this subsection (b).

(i) For purposes of this subsection (b), the “Required Information” that the corporation shall include in its proxy statement is (A) the information concerning the Shareholder Nominee and the Eligible Shareholder that, as determined by the corporation, is required to be disclosed in a proxy statement prepared or filed pursuant to the proxy rules of the SEC, and (B) if the Eligible Shareholder so elects, a Statement (as defined below).

(ii) The corporation shall not be required to include a Shareholder Nominee in its proxy materials for any special meeting of shareholders or for any annual meeting of shareholders for which (A) the Secretary of the corporation receives a notice that the Eligible Shareholder has nominated a person for election to the Board of Directors pursuant to the notice requirements set forth in Section 11 of this Article II and (B) the Eligible Shareholder does not expressly elect as a part of providing the notice to have its nominee included in the corporation’s proxy materials pursuant to this subsection (b).

(iii) The maximum number of Shareholder Nominees appearing in the corporation’s proxy materials with respect to a meeting of shareholders shall not exceed the greater of (A) two Shareholder Nominees and (B) twenty percent (20%) of the number of directors in office as of the last day on which notice of a nomination may be delivered pursuant to Section 11 of this Article II, or if such amount is not a whole number, the closest whole number below twenty percent (20%); provided, however, that this maximum number shall be reduced by (1) any director candidate who had been a Shareholder Nominee at any of the preceding two annual meetings of shareholders and whose reelection at the upcoming annual meeting is being recommended by the Board of Directors and (2) any Shareholder Nominee who was submitted by an Eligible Shareholder but either is subsequently withdrawn or that the Board of Directors decides to nominate as a Board of Director nominee (a “Board Nominee”). In the event that the number of Shareholder Nominees submitted by Eligible Shareholders pursuant to this subsection (b) exceeds this maximum number, each Eligible Shareholder shall select one Shareholder Nominee for inclusion in the corporation’s proxy materials until the maximum number is reached, going in the order of the number (largest to smallest) of shares of capital stock of the corporation entitled to vote in the election of directors each Eligible Shareholder disclosed as owned in the written notice of the nomination submitted to the corporation. If the maximum number is not reached after each Eligible Shareholder has selected one Shareholder Nominee, this selection process shall continue as many times as necessary, following the same order each time, until the maximum number is reached.

(iv) An Eligible Shareholder must have owned (as defined below) three percent (3%) or more of the outstanding shares of the corporation’s stock entitled to vote in the election of directors continuously for at least three years (the “Required Shares”) as of both the date the Notice is delivered to, or mailed and received by, the corporation in accordance with Section 11 of this Article II and the record date for determining shareholders entitled to vote at the meeting and must continue to own the Required Shares through the meeting date. For purposes of satisfying the foregoing ownership requirement under this

subsection (b), (A) the shares of stock of the corporation owned by one or more shareholders, or by the person or persons who own shares of the corporation’s stock and on whose behalf any shareholder is acting, may be aggregated, provided that the number of shareholders and other persons whose ownership of shares is aggregated for such purpose shall not exceed twenty (20), and further provided that the group of shareholders shall have provided to the Secretary of the corporation as a part of providing the Notice a written agreement executed by each of its members designating one of the members as the exclusive member to interact with the corporation for purposes of this Section 14 on behalf of all members, and (B) a group of funds under common management and investment control shall be treated as one shareholder or person for this purpose. Within the time period specified in Section 11 of this Article II for providing the Notice, an Eligible Shareholder must provide (or, in the case of a group of shareholders acting together as an Eligible Shareholder, each member of the group must provide) the following information in writing to the Secretary of the corporation (in addition to the information required to be provided by Section 11 of this Article II): (A) one or more written statements from the record holder of the shares (and from each intermediary through which the shares are or have been held during the requisite three-year holding period) verifying that, as of a date within seven calendar days prior to the date the Notice is delivered to, or mailed and received by, the corporation, the Eligible Shareholder owns, and has owned continuously for the preceding three years, the Required Shares, and the Eligible Shareholder’s agreement to provide, within five business days after the record date for the meeting, written statements from the record holder and intermediaries verifying the Eligible Shareholder’s continuous ownership of the Required Shares through the record date, (B) the written consent of each Shareholder Nominee to be named in the proxy statement as a nominee and to serve as a director if elected, (C) a representation that the Eligible Shareholder (1) acquired the Required Shares in the ordinary course of business and not with the intent to change or influence control of the corporation, and does not presently have such intent, (2) has not nominated and will not nominate for election to the Board of Directors at the meeting any person other than the Shareholder Nominee(s) being nominated pursuant to this subsection (b), (3) has not engaged in and will not engage in, and has not and will not be, a “participant” in, another person’s “solicitation” within the meaning of Rule 14a-1(l) under the Exchange Act in support of the election of any individual as a director at the meeting other than its Shareholder Nominee(s) or a Board Nominee, (4) has not distributed and will not distribute to any shareholder any form of proxy for the meeting other than the form distributed by the corporation, (5) intends to continue to own the Required Shares through the date of the meeting, and (6) will provide facts, statements and other information in all communications with the corporation and its shareholders that are or will be true and correct in all material respects and has not and will not omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, (D) an undertaking that the Eligible Shareholder agrees to (1) assume all liability stemming from any legal or regulatory violation arising out of the Eligible Shareholder’s communications with the corporation’s shareholders or out of the information that the Eligible Shareholder provided to the corporation, (2) indemnify and hold harmless the corporation and each of its directors, officers and employees individually against any liability, loss or damages in

connection with any threatened or pending action, suit or proceeding, whether civil, criminal, administrative or investigative, against the corporation or any of its directors, officers or employees arising out of any nomination submitted by the Eligible Shareholder pursuant to this subsection (b), (3) file with the SEC all soliciting and other materials as required under this subsection (b), and (4) comply with all other applicable laws, rules, regulations and listing standards with respect to any solicitation in connection with the meeting, and (E) if the Eligible Shareholder did not submit the name(s) of the Shareholder Nominee(s) for consideration to the committee of the Board of Directors that is responsible for nominating Board Nominee(s), a brief explanation why the Eligible Shareholder elected not to do so. The inspectors of election shall not give effect to the Eligible Shareholder’s votes with respect to the election of directors if the Eligible Shareholder does not comply with each of the representations in clause (C) above.

(v) For purposes of this subsection (b), an Eligible Shareholder shall be deemed to “own” only those outstanding shares of the corporation’s stock as to which a shareholder who is the Eligible Shareholder or is included in the group that constitutes the Eligible Shareholder possesses both (A) the full voting and investment rights pertaining to the shares and (B) the full economic interest in (including the opportunity for profit and risk of loss on) such shares; provided that the number of shares calculated in accordance with clauses (A) and (B) shall not include any shares (1) sold by or on behalf of such shareholder or any of its affiliates in any transaction that has not been settled or closed, (2) borrowed by or on behalf of such shareholder or any of its affiliates for any purpose or purchased by such shareholder pursuant to an agreement to resell or (3) subject to any option, warrant, forward contract, swap, contract of sale, other derivative or similar agreement entered into by or on behalf of such shareholder or any of its affiliates whether any such instrument or agreement is to be settled with shares or with cash based on the notional amount or value of outstanding shares of the corporation’s stock, in any such case which instrument or agreement has, or is intended to have, the purpose or effect of (x) reducing in any manner, to any extent or at any time in the future, such shareholder’s or its affiliates’ full right to vote or direct the voting of any such shares, and/or (y) hedging, offsetting or altering to any degree gain or loss arising from the full economic ownership of such shares by such shareholder or its affiliates. A shareholder shall “own” shares held in the name of a nominee or other intermediary so long as the shareholder retains the right to instruct how the shares are voted with respect to the election of directors and possesses the full economic interest in the shares. A shareholder’s ownership of shares shall be deemed to continue during any period in which the shareholder (A) has delegated any voting power by means of a proxy, power of attorney or other instrument or arrangement that is revocable at any time by the shareholder, or (B) has loaned such shares, provided that the person has the power to recall such loaned shares on not more than three business days’ notice and has in fact recalled the loaned shares as of the time the notice of intent is submitted to the Secretary and does not re-loan them through the annual meeting date. The terms “owned,” “owning” and other variations of the word “own” shall have correlative meanings. Whether outstanding shares of the corporation’s stock are “owned” for these purposes

shall be determined by the Board of Directors, which determination shall be conclusive and binding on the corporation and its shareholders.

(vi) The Eligible Shareholder may provide to the Secretary of the corporation, within the time period specified in Section 11 of this Article II for providing the Notice, a written statement for inclusion in the corporation’s proxy statement for the meeting, not to exceed 500 words, in support of the Shareholder Nominee’s candidacy (the “Statement”). Notwithstanding anything to the contrary contained in this Section 14, the corporation may omit from its proxy materials any information or Statement (or portion thereof) that it believes would violate any applicable law, rule, regulation or listing standard.

(vii) The corporation shall not be required to include, pursuant to this subsection (b), a Shareholder Nominee in its proxy materials (A) for any meeting for which the Secretary of the corporation receives a notice that the Eligible Shareholder or any other shareholder has nominated a Shareholder Nominee for election to the Board of Directors pursuant to the requirements of Section 11 of this Article II and does not expressly elect as a part of providing the notice to have its nominee included in the corporation’s proxy materials pursuant to this subsection (b), (B) if the Eligible Shareholder who has nominated such Shareholder Nominee has engaged in or is currently engaged in, or has been or is a “participant” in, another person’s “solicitation” within the meaning of Rule 14a-1(l) under the Exchange Act in support of the election of any individual as a director at the meeting other than its Shareholder Nominee(s) or a Board Nominee, (C) who is not “independent” under the requirements of the Corporate Governance Rules of the NYSE, any applicable rules of the SEC and any publicly disclosed standards used by the Board of Directors in determining and disclosing the independence of the corporation’s directors, as determined by the Board of Directors, (D) whose election as a member of the Board of Directors would cause the corporation to be in violation of these Bylaws, the corporation’s Articles of Incorporation, the listing standards of the NYSE, or any applicable state or federal law, rule or regulation, (E) who is or has been, within the past three years, an officer or director of a competitor, as defined in Section 8 of the Clayton Antitrust Act of 1914, (F) who is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses) or has been convicted in such a criminal proceeding within the past 10 years, (G) who is subject to any order of the type specified in Rule 506(d) of Regulation D promulgated under the Securities Act of 1933, as amended, (H) if such Shareholder Nominee or the applicable Eligible Shareholder shall have provided information to the corporation in respect to such nomination that was untrue in any material respect or omitted to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, as determined by the Board of Directors, or (I) if the Eligible Shareholder or applicable Shareholder Nominee otherwise breaches any of its or their obligations, agreements or representations under this Section 14.

(viii) Notwithstanding anything to the contrary set forth herein, the chairman of the meeting shall declare a nomination by an Eligible Shareholder to be invalid, and such nomination shall be disregarded notwithstanding that proxies in respect of such vote may have been received by the corporation, if the Shareholder Nominee(s) and/or the

applicable Eligible Shareholder shall have breached its or their obligations, agreements or representations under this Section 14, as determined by the Board of Directors or the chairman of the meeting.

(ix) In addition to the information required to be provided by the Eligible Shareholder by Section 11 of this Article II and this subsection (b), each Shareholder Nominee and each Board Nominee shall provide to the Secretary of the corporation, within two weeks of receipt of the Secretary’s written request therefor, the following information: (A) a completed copy of the corporation’s form of director’s questionnaire; (B) the Shareholder Nominee’s or the Board Nominee’s agreement to comply with the corporation’s corporate governance, conflict of interest, confidentiality, stock ownership and share trading policies, as provided by the Secretary; (C) written confirmation that the Shareholder Nominee or the Board Nominee (1) does not have, and will not have, any agreement or understanding as to how he or she will vote on any matter and (2) is not a party to, and will not become a party to, any outside compensation arrangement relating to service as a director of the corporation that has not been disclosed to the Secretary of the corporation; (D) written disclosure of any transactions between the Eligible Shareholder and the Shareholder Nominee or the Board Nominee within the preceding five years; (E) the consent of the Shareholder Nominee or the Board Nominee to the corporation engaging in a background investigation of the Shareholder Nominee or the Board Nominee, including the possible use of one or more third parties to assist with the investigation; and (F) written confirmation by the Shareholder Nominee that he or she intends to serve as director for the full term for which such person is standing for election.

(x) The Eligible Shareholder shall file with the SEC any solicitation or other communication with the corporation’s shareholders relating to the meeting at which the Shareholder Nominee will be nominated, regardless of whether any such filing is required under Regulation 14A of the Exchange Act, or whether any exemption from filing is available for such solicitation or other communication under Regulation 14A of the Exchange Act.

(xi) No person may be a member of more than one group of persons constituting an Eligible Shareholder under this subsection (b); provided, however, that a bank, broker or fiduciary holding shares in a similar capacity as a record holder acting on behalf of one or more beneficial owners will not be counted separately as a shareholder with respect to the shares owned by beneficial owners on whose behalf such record holder has been directed in writing to act.

(xii) Any Shareholder Nominee who is included in the corporation’s proxy materials for a particular meeting of shareholders but withdraws from or becomes ineligible or unavailable for election at such meeting, shall be ineligible to be a Shareholder Nominee pursuant to this subsection (b) for the next two annual meetings of shareholders following the meeting for which the Shareholder Nominee has been included in the corporation’s proxy materials.

(a) when received, or, in the case of oral notice, when actually communicated to the director;

(b) when deposited in the United States mail, as evidenced by the postmark or postage meter date, if mailed with postage thereon prepaid and correctly addressed;

(c) if by facsimile or other electronic transmission, by acknowledgement by the director or the director’s agent or representative of receipt of the electronic transmission; or

(d) on the date shown on the confirmation of delivery issued by a private carrier, if sent by private carrier to the address of the director last known to the corporation.

Any director may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at nor the purpose of any regular or special meeting of the Board of Directors, or a committee thereof, need be specified in the notice or waiver of notice of such meeting, except if required by law.

Directors shall take such action, including (i) making a good faith evaluation of the manner in which the claimant for indemnity acted and of the reasonable amount of the indemnity due him or her; (ii) giving notice to, and obtaining approval by, the shareholders of the corporation, and (iii) taking any other action.

Directors. There shall also be a Secretary, Treasurer, Controller and such assistants thereto as may be elected by the Board of Directors. Any one person may hold one or more offices in the corporation. No officer may act in more than one capacity where action of two or more is required.

The Chief Executive Officer may establish such departmental or functional designations or titles pertaining to supervisory personnel as the Chief Executive Officer in his or her discretion deems wise. The designations or titles may be that of Senior Vice President, Vice President or such other term or terms as the Chief Executive Officer desires to utilize. The designation or title contemplated by this Article VI is for the purpose of administration within the department or function concerned and is not with the intent of designating those individuals bearing such titles as general officers of the corporation. These individuals bearing these titles shall be known as administrative managers of the corporation.

(a) Certificates representing shares of the corporation shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by the Chief Executive Officer and by the Secretary, provided that where a certificate is signed by a transfer agent, assistant transfer agent or co-transfer agent of the corporation or with the duly designated transfer agent the signatures of such officers of the corporation upon the certificate may be facsimile engraved or printed. Each certificate shall be sealed with the seal of the corporation or a facsimile thereof. All certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and class and date of issue, shall be entered on the stock transfer books of the corporation by the transfer agent. All certificates surrendered to the corporation for transfer shall be canceled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and canceled, except that in case of a lost, destroyed or mutilated certificate a new one may be issued therefor upon such terms and indemnity to the corporation as the Board of Directors may prescribe.

(b) The Board of Directors may authorize the issuance of some or all of the shares of any or all of the corporation’s classes or series of stock without certificates. Such authorization shall not affect shares already represented by certificates until such shares are surrendered to the corporation. Within a reasonable time after the issuance or transfer of shares without certificates, the corporation shall send the shareholder a written statement with information required on certificates by N.C.G.S. § 55-6-25(b) and (c), and, if applicable, N.C.G.S. § 55‑6-27, or any successor law.

with the Secretary of the corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes. Transfer of shares not represented by certificates shall be made upon receipt of proper transfer instructions from the registered holder of the shares or by his or her attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation and in accordance with requirements with respect to transfer of securities not represented by certificates as appear in Article 8 of the Uniform Commercial Code as in effect from time to time in the State of North Carolina.

The Board of Directors may from time to time declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and as provided in a resolution of the Board of Directors.

The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the corporation, the state of incorporation, and the word “Seal.”

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

applicable law, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

Unless otherwise prescribed by law or the Articles of Incorporation, these Bylaws may be amended or altered at any meeting of the Board of Directors by affirmative vote of a majority of the directors. Unless otherwise prescribed by law or the Articles of Incorporation, the shareholders entitled to vote in respect of the election of directors, however, shall have the power to rescind, amend, alter or repeal any Bylaws and to enact Bylaws which, if expressly so provided, may not be amended, altered or repealed by the Board of Directors.

Unless the context requires otherwise, the general provisions, rules of construction and definitions in the North Carolina Business Corporation Act shall govern the construction of these Bylaws. Without limiting the generality of this provision, the singular number includes the plural, the plural number includes the singular, and the term “person” includes both an entity and a natural person. All references in these Bylaws to rules or regulations issued under the Exchange Act shall mean the then-current and effective rules or regulations promulgated by the SEC under the Exchange Act, and shall include with respect to any specified rule or regulation, any similar or successor rule or regulation that is then-current and effective.