ARTICLES OF INCORPORATION

                   VIRGINIA COMMONWEALTH FINANCIAL CORPORATION


                                     I. NAME

               The name of the corporation is Virginia Commonwealth Financial
Corporation.


                                   II. PURPOSE

               The purpose for which the Corporation is organized is to act as a
bank holding company and to transact any and all lawful business, not required
to be specifically stated in the Articles of Incorporation, for which
corporations may be incorporated under the Virginia Stock Corporation Act.


                                   III. SHARES

               Section 1. The Corporation shall have authority to issue
3,000,000 shares of Common Stock, par value $2.50 per share, and 1,000,000
shares of Preferred Stock with no par value.

               Section 2. Each share of Common Stock shall entitle the record
holder thereof to one vote.

               Section 3. No holder of shares of any class of the Corporation
shall have any preemptive or preferential right to purchase or subscribe to (i)
any shares of any class of the Corporation, whether now or hereafter authorized;
(ii) any warrants, rights, or options to purchase such shares; (iii) or any
securities or obligations convertible into any such shares or into warrants,
rights or options to purchase any such shares.

               Section 4. The Board of Directors may determine the preferences,
limitations and relative rights, to the extent permitted by the Virginia Stock
Corporation Act, of any class of shares of Preferred Stock before the issuance
of any shares of that class, or of one or more series within a class before the
issuance of any shares of that series. Each class or series of Preferred Stock
shall be appropriately designated by a distinguishing designation prior to the
issuance of any shares thereto. The Preferred Stock of all series shall have
preferences, limitations, and relative rights identical with those of other
shares of the same series and, except to the extent otherwise provided in the
description of the series, with those shares of other series of the same class.

               Section 5. Series A Junior Participating Preferred Stock. The
first series of Preferred Stock shall be designated "Series A Junior
Participating Preferred Stock" ("Series A Preferred Stock"), and the number of
shares constituting such series shall be 100,000. The preferences, limitations
and relative rights of shares of Series A Preferred Stock shall be as follows:


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               1.     Dividends and Distributions.

                      (a) Subject to the prior and superior rights of the
        holders of any shares of any series of Preferred Stock ranking prior and
        superior to the shares of Series A Preferred Stock with respect to
        dividends, the holders of shares of Series A Preferred Stock in
        preference to the holders of Common Stock and of any other junior stock,
        shall be entitled to receive, when, as and if declared by the Board of
        Directors out of funds legally available therefor, dividends payable
        quarterly on the fifth day of each March, June, September and December
        (each such date being referred to herein as a "Quarterly Dividend
        Payment Date"), commencing on the first Quarterly Dividend Payment Date
        after the first issuance of a share or fraction of a share of Series A
        Preferred Stock, in an amount per share (rounded to the nearest cent),
        subject to the provision for adjustment hereinafter set forth, equal to
        1000 times the aggregate per share amount of all cash dividends, and
        1000 times the aggregate per share amount (payable in kind) of all
        non-cash dividends or other distributions other than a dividend payable
        in shares of Common Stock or a subdivision of the outstanding shares of
        Common Stock (by reclassification or otherwise), declared on the Common
        Stock since the immediately preceding Quarterly Dividend Payment Date,
        or, with respect to the first Quarterly Dividend Payment Date, since the
        first issuance of any share or fraction of a share of Series A Preferred
        Stock. In the event the Corporation shall at any time after September
        10, 1998 (the "Rights Declaration Date"), (i) declare any dividend on
        Common Stock payable in shares of Common Stock, (ii) subdivide the
        outstanding Common Stock, or (iii) combine the outstanding Common Stock
        into a smaller number of shares, then in each such case the amount to
        which holders of shares of Series A Preferred Stock were entitled
        immediately prior to such event under clause (y) of the preceding
        sentence shall be adjusted by multiplying such amount by a fraction, the
        numerator of which is the number of shares of Common Stock outstanding
        immediately after such event and the denominator of which is the number
        of shares of Common Stock that were outstanding immediately prior to
        such event.

                      (b) The Corporation shall declare a dividend or
        distribution on the Series A Preferred Stock as provided in paragraph
        (a) above immediately after it declares a dividend or distribution on
        the Common Stock (other than a dividend payable in shares of Common
        Stock); provided that, in the event no dividend or distribution shall
        have been declared on the Common Stock during the period between any
        Quarterly Dividend Payment Date and the next subsequent Quarterly
        Dividend Payment Date, a dividend equal to the amount of any regular
        quarterly dividend on the Common Stock per share on the Series A
        Preferred Stock shall nevertheless be payable on such subsequent
        Quarterly Dividend Payment Date.

                      (c) Dividends shall begin to accrue and be cumulative on
        outstanding shares of Series A Preferred Stock from the Quarterly
        Dividend Payment Date next preceding the date of issue of such shares of
        Series A Preferred Stock, unless the date of issue of share shares is
        prior to the record date for the first Quarterly Dividend Payment Date,
        in which case dividends on such shares shall begin to accrue from the
        date of issue of such shares, or unless the date of issue is a Quarterly
        Dividend Payment Date or is a date after the record date for the
        determination of holders of shares of Series A Preferred




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<PAGE>



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

               2. Voting Rights. The holders of shares of Series A Preferred
Stock shall have the following voting rights:

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

                      (b) Except as otherwise provided herein, in the Articles
        of Incorporation or under applicable law, the holders of shares of
        Series A Preferred Stock and the holders of shares of Common Stock shall
        vote together as one voting group on all matters submitted to a vote of
        shareholders of the Corporation.

                      (c) (i) If at any time dividends on any shares of Series A
        Preferred Stock shall be in arrears in an amount equal to six quarterly
        dividends thereon, the occurrence of such contingency shall mark the
        beginning of a period (a "default period") that shall extend until such
        time when all accrued and unpaid dividends for all previous quarterly
        dividend periods and for the current quarterly dividend period on all
        shares of Series A Preferred Stock then outstanding shall have been
        declared and paid or set apart for payment. During each default period,
        all holders of the outstanding shares of Series A Preferred Stock
        together with any other series of Preferred Stock then entitled to such
        a vote under the terms of the Articles of Incorporation, voting as a
        separate voting group, shall be entitled to elect two (2) members of the
        Board of Directors of the Corporation.

                       (ii) During any default period, such voting right of the
        holders of Preferred Stock may be exercised initially at a special
        meeting called pursuant to subparagraph (iii) of this paragraph 5 (2)(c)
        or at any annual meeting of shareholders, and thereafter at annual
        meetings of shareholders, provided that neither such voting right nor
        the right of the holders of any other series of Preferred Stock, if any,
        to increase, in



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<PAGE>


        certain cases, the authorized number of Directors shall be exercised
        unless the holders of ten percent (10%) in number of shares of Preferred
        Stock outstanding shall be present in person or by proxy. The absence of
        a quorum of the holders of Common Stock shall not affect the exercise by
        the holders of Preferred Stock of such voting right. At any meeting at
        which the holders of Preferred Stock shall exercise such voting right
        initially during an existing default period, they shall have the right,
        voting as a separate voting group, to elect Directors to fill such
        vacancies, if any, in the Board of Directors as may then exist up to two
        (2) Directors, or if such right is exercised at an annual meeting, to
        elect two (2) Directors. If the number which may be so elected at any
        special meeting does not amount to the required number, the holders of
        the Preferred Stock shall have the right to make such increase in the
        number of Directors as shall be necessary to permit the election by them
        of the required number. After the holders of the Preferred Stock shall
        have exercised their right to elect Directors in any default period and
        during the continuance of such period, the number of Directors shall not
        be increased or decreased except by vote of the holders of Preferred
        Stock as herein provided or pursuant to the rights of any equity
        securities ranking senior to or pari passu with the Series A Preferred
        Stock.

                       (iii) Unless the holders of Preferred Stock shall, during
        an existing default period, have previously exercised their right to
        elect Directors, the Board of Directors may order, or any shareholder or
        shareholders owning in the aggregate not less than ten percent (10%) of
        the total number of shares of Preferred Stock outstanding, irrespective
        of series, may request, the calling of a special meeting of the holders
        of Preferred Stock, which meeting shall thereupon be called by the
        Chairman, President, a Vice-President or the Secretary of the
        Corporation. Notice of such meeting and of any annual meeting at which
        holders of Preferred Stock are entitled to vote pursuant to this
        paragraph 5 (2)(c)(iii) shall be given to each holder of record of
        Preferred Stock by mailing a copy of such notice to him at his last
        address as the same appears on the books of the Corporation. Such
        meeting shall be called for a time not earlier than 10 days and not
        later than 60 days after such order or request. In the event such
        meeting is not called within 60 days after such order or request, such
        meeting may be called on similar notice by any shareholder or
        shareholders owning in the aggregate not less than ten percent (10%) of
        the total number of shares of Preferred Stock outstanding.
        Notwithstanding the provisions of this paragraph 5 (2)(c)(iii), no such
        special meeting shall be called during the period within 60 days
        immediately preceding the date fixed for the next annual meeting of the
        shareholders.

                       (iv) In any default period, the holders of Common Stock,
        and other classes of stock of the Corporation if applicable, shall
        continue to be entitled to elect the whole number of Directors until the
        holders of Preferred Stock shall have exercised their right to elect two
        (2) Directors voting as a separate voting group, after the exercise of
        which right (x) the Directors so elected by the holders of Preferred
        Stock shall continue in office until their successors shall have been
        elected by such holders or until the expiration of the default period,
        and (y) any vacancy in the Board of Directors may (except as provided in
        paragraph 5 (2)(c)(ii)) be filled by vote of a majority of the remaining
        Directors theretofore elected by the voting group which elected the
        Director whose office shall have become vacant. References in this
        paragraph 5 (2)(c)(iv) to Directors elected by a particular voting group
        shall include Directors elected by such Directors to fill vacancies as
        provided in clause (y) of the foregoing sentence.




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<PAGE>


                       (v) Immediately upon the expiration of a default period,
        (x) the right of the holders of Preferred Stock, as a separate voting
        group, to elect Directors shall cease, (y) the term of any Directors
        elected by the holders of Preferred Stock, as a separate voting group,
        shall terminate, and (z) the number of Directors shall be such number as
        may be provided for in, or pursuant to, the Articles of Incorporation or
        bylaws irrespective of any increase made pursuant to the provisions of
        paragraph 5 (2)(c)(ii) (such number being subject, however, to change
        thereafter in any manner provided by law or in the Articles of
        Incorporation or bylaws). Any vacancies in the Board of Directors
        affected by the provisions of clauses (y) and (z) in the preceding
        sentence may be filled by a majority of the remaining Directors, even
        though less than a quorum.

                      (d) Except as set forth herein or as otherwise provided in
        the Articles of Incorporation, holders of Series A Preferred Stock shall
        have no special voting rights and their consent shall not be required
        (except to the extent they are entitled to vote with holders of Common
        Stock as set forth herein) for taking any corporate action.

               3.     Certain Restrictions.

                      (a) Whenever quarterly dividends or other dividends or
        distributions payable on the Series A Preferred Stock as provided in
        Section 5 (1) are in arrears, thereafter and until all accrued and
        unpaid dividends and distributions, whether or not declared, on shares
        of Series A Preferred Stock outstanding shall have been paid in full,
        the Corporation shall not:

                             (i) declare or pay or set apart for payment any
               dividends (other than dividends payable in shares of any class or
               classes of stock of the Corporation ranking junior to the Series
               A Preferred Stock) or make any other distributions on, any class
               of stock of the Corporation ranking junior (either as to
               dividends or upon liquidation, dissolution or winding up) to the
               Series A Preferred Stock and shall not redeem, purchase or
               otherwise acquire, directly or indirectly, whether voluntarily,
               for a sinking fund, or otherwise any shares of any class of stock
               of the Corporation ranking junior (either as to dividends or upon
               liquidation, dissolution or winding up) to the Series A Preferred
               Stock, provided that, notwithstanding the foregoing, the
               Corporation may at any time redeem, purchase or other acquire
               shares of stock of any such junior class in exchange for, or out
               of the net cash proceeds from the concurrent sale of, other
               shares of stock of any such junior class;

                             (ii) declare or pay dividends on or make any other
               distributions on any shares of stock ranking on a parity (either
               as to dividends or upon liquidation, dissolution or winding up)
               with the Series A Preferred Stock, except dividends paid ratably
               on the Series A Preferred Stock and all such parity stock on
               which dividends are payable or in arrears in proportion to the
               total amounts to which the holders of all such shares are then
               entitled;

                             (iii) redeem or purchase or otherwise acquire for
               consideration shares of any stock ranking on a parity (either as
               to dividends or upon liquidation,


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<PAGE>


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

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

                      (b) The Corporation shall not permit any subsidiary of the
        Corporation to purchase or otherwise acquire for consideration any
        shares of stock of the Corporation unless the Corporation could, under
        paragraph (a) of section 5 (3), purchase or otherwise acquire such
        shares at such time and in such manner.

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

               5.     Liquidation, Dissolution or Winding Up.

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



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<PAGE>



        with respect to such Series A Preferred Stock and Common Stock, on a per
        share basis, respectively.

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

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

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

               7. Redemption. The outstanding shares of Series A Preferred Stock
may be redeemed at the option of the Board of Directors as a whole, but not in
part, at any time, or from time to time, at a cash price per share equal to (i)
100% of the product of the Adjustment Number times the Average Market Value (as
such term is hereinafter defined) of the Common Stock, plus (ii) all dividends
which on the redemption date have accrued on the shares to be redeemed and have
not been paid or declared and a sum sufficient for the payment thereof set
apart, without interest. The "Average Market Value" is the average of the
closing sale prices of a share of the Common Stock during the 30-day period
immediately preceding the date before the redemption date on the principal
United States securities exchange registered under the Securities Exchange



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<PAGE>



Act of 1934, as amended, on which such stock is listed, or if such stock is not
listed on any such exchange, the average of the closing sale prices of a share
of Common Stock during the 30-day period immediately preceding the date before
the redemption date as quoted in the National Association of Securities Dealers,
Inc. Automated Quotation ("NASDAQ") System, or if such stock is not so quoted,
the average of the closing bid quotations with respect to a share of Common
Stock during such 30-day period on the NASDAQ System or any system then in use,
or if no such quotations are available, the fair market value of a share of the
Common Stock as determined by the Board of Directors in good faith.


                                  IV. DIRECTORS

               Section 1. The Board of Directors shall consist of a minimum of
four and a maximum of twenty-five individuals, and the number of directors may
be fixed or changed from time to time within such range by the Board of
Directors.

               Section 2. The Board of Directors shall be divided into three
classes, Class I, Class II, and Class III as nearly equal in number as possible.
At the 1990 annual meeting of shareholders, directors of the first class (Class
I) shall be elected to hold office for a term expiring at the 1991 annual
meeting of the shareholders; directors of the second class (Class II) shall be
elected for a term expiring at the 1992 annual meeting of the shareholders, and
directors of the third class (Class III) shall be elected to hold office for a
term expiring at the 1993 annual meeting of shareholders. The successors to the
class of directors whose terms expire shall be identified as being of the same
class as the directors they succeed and elected to hold office for a term
expiring at the third succeeding annual meeting of shareholders. When the number
of directors is changed, any newly created directorships or any decrease in
directorships shall be apportioned among the classes by the Board of Directors
as to make all classes as nearly equal as possible.

               Section 3. Directors of the Corporation may be removed only for
cause and with the affirmative vote of at least two-thirds of the outstanding
shares entitled to vote.

               Section 4. If the office of any director shall become vacant, the
directors at the time in office, whether or not a quorum, may, by majority vote
of the directors then in office, choose a successor who shall hold office until
the next annual meeting of stockholders. In such event, the successor elected by
the stockholders at that annual meeting shall hold office for a term that shall
coincide with the remaining term of the class of directors to which that person
has been elected. Vacancies resulting from the increase in the number of
directors shall be filled in the same manner.


                       V. APPROVAL OF FUNDAMENTAL ACTIONS

               An amendment of the Corporation's Articles of Incorporation, a
plan of merger or exchange, a transaction involving the sale of all or
substantially all the Corporation's assets other than in the regular course of
business, and a plan of dissolution shall be approved by the vote of more than
two-thirds of all the votes entitled to be cast on such transactions by each
voting group entitled to vote on the transaction at a meeting at which a quorum
of the voting group is present,



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<PAGE>


provided that the transaction has been approved and recommended by at least
two-thirds of the directors in office at the time of such approval and
recommendation. If the transaction is not approved and recommended by at least
two-thirds of the directors then in office, then the transaction shall be
approved by the vote of more than eighty percent (80%) of all votes entitled to
be cast on such transactions by each voting group entitled to vote thereon.


                               VI. INDEMNIFICATION

               Section 1. To the full extent that the Virginia Stock Corporation
Act, as it exists on the date hereof or may hereafter be amended, permits the
limitation or elimination of the liability of directors or officers, a director
or officer of the Corporation shall not be liable to the Corporation or its
shareholders for money damages.

               Section 2. To the full extent permitted and in the manner
prescribed by the Virginia Stock Corporation Act, the Corporation shall
indemnify each director or officer of the Corporation against liabilities,
fines, penalties, and claims imposed upon or asserted against him (including
amounts paid in settlement) by reason of having been such director or officer,
whether or not then continuing so to be, and against all expenses (including
counsel fees) reasonably incurred by him in connection therewith, except in
relation to matters as to which he shall have been finally adjudged liable by
reason of his willful misconduct or a knowing violation of criminal law in the
performance of his duty as such director or officer. The Board of Directors is
hereby empowered, by majority vote of a quorum of disinterested directors, to
contract in advance to indemnify any director or officer.

               Section 3. The Board of Directors is hereby empowered, by
majority vote in a quorum of disinterested directors, to cause the Corporation
to indemnify or contract in advance to indemnify any person not specified in
Section 2 of this Article against liabilities, fines, penalties and claims
imposed upon or asserted against him (including amounts paid in settlement) by
reason of having been an employee, agent or consultant of the Corporation,
whether or not then continuing so to be, and against all expenses (including
counsel fees) reasonably incurred by him in connection therewith, to the same
extent as if such person were specified as one to whom indemnification is
granted in Section 2.

               Section 4. The Corporation may purchase and maintain insurance to
indemnify it against the whole or any portion of the liability assumed by it in
accordance with this Article and may also procure insurance, in such amounts as
the Board of Directors may determine, on behalf of any person who is or was a
director, officer, employee, agent or consultant of the Corporation against any
liability asserted against or incurred by any such person in any such capacity
or arising from his status as such, whether or not the Corporation would have
power to indemnify him against such liability under the provisions of this
Article.

               Section 5. In the event there has been a change in the
composition of a majority of the Board of Directors after the date of the
alleged act or omission with respect to which indemnification is claimed, any
determination as to indemnification and advancement of expenses with respect to
any claim for indemnification made pursuant to Sections 2 or 3 of this Article
VI shall be made by special legal counsel agreed upon by the Board of Directors
and the proposed indemnitee. If the Board of Directors and the proposed
indemnitee are unable to agree


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<PAGE>


upon such special legal counsel, the Board of Directors and the proposed
indemnitee each shall select a nominee, and the nominees shall select such
special legal counsel.

               Section 6. No amendment, modification or repeal of this Article
shall diminish the rights provided hereby or diminish the right to
indemnification with respect to any claim, issue or matter in any then pending
or subsequent proceeding that is based in any material respect on any alleged
action or failure to act occurring before the adoption of such amendment,
modification or repeal.

               Section 7. Every reference herein to director, officer, employee,
agent or consultant shall include (i) every director, officer, employee, agent,
or consultant of the Corporation or any corporation the majority of the voting
stock of which is owned directly or indirectly by the Corporation, (ii) every
former director, officer, employee, agent, or consultant of the Corporation,
(iii) every person who may have served at the request of or on behalf of the
Corporation as a director, officer, employee, agent, consultant or trustee of
another corporation, partnership, joint venture, trust or other entity, and (iv)
in all of such cases, his executors and administrators.


<PAGE>

                                     BY LAWS

                                       OF

                   VIRGINIA COMMONWEALTH FINANCIAL CORPORATION













<PAGE>
<TABLE>


                                TABLE OF CONTENTS
                                                                                           Page
<S>                  <C>                                                                   <C>

ARTICLE I - SHARES
    Section 1.      Certificates................................................            1
    Section 2.      Signatures..................................................            1
    Section 3.      Duplicate Certificates......................................            1
    Section 4.      Transfer of Shares..........................................            1
    Section 5.      Restrictions on Transfer....................................            1

ARTICLE II - SHAREHOLDERS
    Section 1.      Holders of Shares...........................................            1
    Section 2.      Meetings Generally..........................................            2
    Section 3.      Annual Meetings.............................................            2
    Section 4.      Special Meetings............................................            2
    Section 5.      Notice......................................................            2
    Section 6.      Waiver of Notice............................................            2
    Section 7.      Action Without Meeting......................................            2
    Section 8.      Determination of Shareholders of Record.....................            3
    Section 9.      Conduct of Meetings.........................................            3
    Section 10.     Proxies.....................................................            3
    Section 11.     Procedure at Meetings.......................................            3
    Section 12.     Quorum and Voting...........................................            3
    Section 13.     Adjournments................................................            3

ARTICLE III - DIRECTORS
    Section 1.      General Powers..............................................            4
    Section 2.      Number and Qualifications...................................            4
    Section 3.      Regular Meetings............................................            4
    Section 4.      Special Meetings............................................            4
    Section 5.      Notice......................................................            4
    Section 6.      Waiver of Notice............................................            4
    Section 7.      Action Without Meeting......................................            4
    Section 8.      Conduct of Meetings.........................................            4
    Section 9.      Procedure at Meetings.......................................            4
    Section 10.     Participation by Conference Telephone.......................            5
    Section 11.     Quorum......................................................            5
    Section 12.     Committees..................................................            5
    Section 13.     Staggered Terms.............................................            5
    Section 14.     Removal.....................................................            5
    Section 15.     Vacancies...................................................            5
    Section 16.     Nominations of Director Candidates..........................            5
    Section 17.     Resignation.................................................            6
    Section 18.     Conflicts of Interest.......................................            6


<PAGE>


ARTICLE IV - OFFICERS
    Section 1.      Generally...................................................            6
    Section 2.      Chairman of the Board of Directors..........................            7
    Section 3.      President...................................................            7
    Section 4.      Vice Presidents.............................................            7
    Section 5.      Secretary...................................................            7
    Section 6.      Treasurer...................................................            7
    Section 7.      Delegation of Power.........................................            7
    Section 8.      Term of Office..............................................            7
    Section 9.      Resignation.................................................            7
    Section 10.     Removal.....................................................            7
    Section 11.     Execution of Instruments....................................            7
    Section 12.     Proxies.....................................................            8

ARTICLE V - LIMIT ON LIABILITY AND INDEMNIFICATION
    Section 1.      Limitation on Liability.....................................            8
    Section 2.      Indemnification of Directors and Officers...................            8
    Section 3.      Advance for Expenses........................................            8
    Section 4.      Insurance...................................................            8
    Section 5.      Determination by Legal Counsel..............................            9
    Section 6.      Amendment of Article........................................            9
    Section 7.      References in Article.......................................            9

ARTICLE VI - SEAL     ..........................................................            9

ARTICLE II - AMENDMENTS.........................................................            9
</TABLE>



<PAGE>



                                     BYLAWS

                                       OF

                   VIRGINIA COMMONWEALTH FINANCIAL CORPORATION



                                    ARTICLE I

                                     SHARES

        Section 1. Certificates. All shares issued by the Corporation shall,
when fully paid, be represented by certificates in such form as may be required
by law and approved by the Board of Directors. Share certificates shall, subject
to the provisions of Section 2 of this Article, be signed by the Chairman of the
Board of Directors, the President or a Vice President and by the Treasurer or an
Assistant Treasurer or the Secretary or an Assistant Secretary or any other
officer authorized by resolution of the Board of Directors. Each share
certificate may, but need not, be sealed with the seal of the Corporation or a
facsimile thereof.

        Section 2. Signatures. The signatures of the officers upon a share
certificate may be facsimiles if the certificate is countersigned by a transfer
agent, or registered by a registrar, other than the Corporation itself or an
employee of the Corporation. If any person who signed, either manually or by
facsimile, a share certificate no longer holds office when such certificate is
issued, the certificate is nevertheless valid.

        Section 3. Duplicate Certificates. In case of the loss, mutilation or
destruction of a share certificate, a duplicate may be issued upon such terms,
and bearing such legend, if any, as the Board of Directors may lawfully
prescribe.

        Section 4. Transfer of Shares. A transfer of shares shall be made on the
share transfer books of the Corporation only upon surrender of the certificates
representing the shares transferred, endorsed or accompanied by a written
assignment signed by the holder of record or by his duly authorized
attorney-in-fact. The Board of Directors may from time to time make such
reasonable regulations governing the transfer of shares as it may deem necessary
or proper.

        Section 5. Restrictions on Transfer. A transfer of shares shall be made
only in accordance with any provision of the articles of incorporation or these
bylaws or an agreement among the shareholders or between the shareholders and
the Corporation that imposes restrictions on the transfer of shares.


                                   ARTICLE II

                                  SHAREHOLDERS

        Section 1. Holders of Shares. Only shareholders of record on the share
transfer books of the Corporation shall be entitled to be treated by the
Corporation as the holders of the shares standing in their respective names,
and, except to the extent, if any, required by law, the Corporation shall not be
obligated to recognize any equitable or other claim to or interest in any share
on the part of any other person, whether or not it shall have express or other
notice hereof.




                                       1
<PAGE>



        Section 2. Meetings Generally. Meetings of shareholders shall be held at
the registered office or the principal office of the Corporation or at such
other place, within or without the Commonwealth of Virginia, as the Board of
Directors may designate from time to time. At least ten days before each
meeting, the officer or agent having charge of the share transfer books of the
Corporation shall prepare a complete list of the shareholders entitled to vote
at such meeting or any adjournment thereof, with the address and number of
shares held by each, arranged by voting group and within each voting group by
class or series of shares. For a period of ten days prior to the meeting the
list of shareholders kept on file at the registered office or the principal
office of the Corporation or at the office of its transfer agent or registrar
shall be subject to inspection by any shareholders at any time during usual
business hours. Such list shall also be produced and kept open at the time and
place of the meeting and shall be subject to the inspection of any shareholder
during the whole time of the meeting for the purposes thereof.

        Section 3. Annual Meetings. An annual meeting of the shareholders shall
be held on the third Tuesday in April of each year, or on such other date set by
the Board of Directors, for the purpose of electing directors and transacting
such other business as may properly come before the meeting.

        Section 4. Special Meetings. A special meeting of the shareholders shall
be held on the call of the Chairman of the Board of Directors, the President or
the Board of Directors.

        Section 5. Notice. Written notice of the date, time and place of the
meeting and, in the case of a special meeting (or if required by law, the
articles of incorporation or these bylaws), the purpose or purposes for which
the meeting is called shall be given to each shareholder entitled to vote at the
meeting. Such notice shall be given either by personal delivery or by mail, by
or at the direction of the officer or persons calling the meeting, not more than
60 days nor less than ten days before the date of the meeting (except that such
notice shall be given to each shareholder, whether or not entitled to vote, not
less than 25 days before a meeting called to act on an amendment to the articles
of incorporation, a plan of merger or share exchange, a proposed sale, lease,
exchange or other disposition of all, or substantially all, of the property of
the Corporation other than in the usual and regular course of business, or the
dissolution of the Corporation, which notice shall be accompanied by a copy of
the proposed amendment, plan of merger or share exchange, agreement of sale or
plan of dissolution, as the case may be). Notice to a shareholder shall be
deemed given when mailed postage prepaid, correctly addressed, to the
shareholder at his address as shown in the current record of shareholders of the
Corporation.

        A shareholder's attendance at a meeting waives objection to: (i) lack of
notice or defective notice of the meeting, unless at the beginning of the
meeting he objects to holding the meeting or transacting business at the
meeting; and (ii) consideration of a particular matter at the meeting that is
not within the purpose or purposes described in the notice of the meeting,
unless he objects to considering the matter when it is presented.

        Section 6. Waiver of Notice. Notice of any meeting may be waived before
or after the date and time of the meeting in a writing signed by the shareholder
entitled to notice and delivered to the Secretary for inclusion in the minutes
of the meeting or filing with the corporate records.

        Section 7. Action Without Meeting. Any action required or permitted by
law to be taken at a shareholders' meeting may be taken without a meeting if the
action is taken by all of the shareholders entitled to vote on the action. The
action shall be evidenced by one or more written consents describing the action
taken, signed by all the shareholders entitled to vote thereon and delivered to
the Secretary for inclusion in the minutes or filing with the corporate records.



                                       2
<PAGE>


        Section 8. Determination of Shareholders of Record. The share transfer
books may be closed by order of the Board of Directors for not more than 70 days
for the purpose of determining shareholders entitled to notice of or to vote at
any meeting of the shareholders or any adjournment thereof (or entitled to
receive any distribution or in order to make a determination of shareholders for
any other purpose). In lieu of closing such books, the Board of Directors may
fix in advance as the record date for any such determination a date not more
than 70 days before the date on which such meeting is to be held (or such
distribution made or other action requiring such determination is to be taken).
If the books are not thus closed or the record date is not thus fixed, the
record date shall be the close of business on the day before the effective date
of the notice to shareholders.

        Section 9. Conduct of Meetings. The Chairman of the Board of Directors,
or in his absence the President, shall act as chairman of and preside over
meetings of the shareholders. If no such officer is present, the meeting shall
elect a chairman. The Secretary, or in his absence the Assistant Secretary,
shall act as the secretary of such meetings. If no such officer is present, the
chairman shall appoint a secretary of the meeting. The order of business at the
annual meeting of shareholders and as far as is practicable at any other
meetings of the shareholders shall be determined by the chairman.

        Section 10. Proxies. A shareholder may appoint a proxy to vote or
otherwise act for him by signing and dating an appointment form, either
personally or by his attorney-in-fact. No appointment of proxy shall be valid
after the expiration of 11 months from the date of its execution, unless
otherwise provided therein. Every appointment of proxy shall be revocable by the
shareholder executing it, unless the appointment form conspicuously states that
it is irrevocable and that it is coupled with an interest in accordance with
law.

        Section 11. Procedure at Meetings. The procedure at meetings of the
shareholders shall be determined by the chairman, and (subject to the provisions
of Section 9 of this Article) the vote on all questions before any meeting shall
be taken in such manner as the chairman prescribes. However, upon the demand of
the holders in the aggregate of at least twenty percent of all the votes
entitled to be cast on any issue proposed to be considered at the meeting, such
vote shall be by ballot.

        Section 12. Quorum and Voting. A quorum at any meeting of shareholders
shall be a majority of the votes entitled to be cast, represented in person or
by proxy. If a quorum exists, action on a matter is approved by a majority of
the votes cast within the voting group, unless a greater vote is required by law
or the articles of incorporation (except that in elections of directors those
receiving the greatest number of votes shall be elected even though less than a
majority).

        Section 13. Adjournments. A majority of the votes entitled to be cast at
any meeting, represented in person or by proxy, even though less than a quorum,
may adjourn the meeting to a fixed time and place. If a meeting of the
shareholders is adjourned to a date more than 120 days after the date fixed for
the original meeting, notice of the adjourned meeting shall be given as in the
case of the original meeting. If a meeting is adjourned for less than 120 days,
no notice of the date, time or place of the adjourned meeting or, in the case of
a special meeting, the purpose or purposes for which the meeting is called, need
be given other than by announcement at the meeting at which the adjournment is
taken, prior to such adjournment. If a quorum shall be present at any adjourned
meeting, any business may be transacted which might have been transacted if a
quorum had been present at the meeting as originally called.



                                       3
<PAGE>




                                   ARTICLE III

                                    DIRECTORS

        Section 1. General Powers. Except as expressly provided in the articles
of incorporation or these bylaws, all corporate powers shall be exercised by or
under the authority of, and the business and affairs of the Corporation managed
under the direction of, the Board of Directors.

        Section 2. Number and Qualifications. The Board of Directors shall
consist of a minimum of 5 and a maximum of 15 individuals. Directors need not be
residents of Virginia or shareholders of the Corporation. Directors shall be
elected at each annual meeting of the shareholders and may be elected at any
special meeting of the shareholders.

        Section 3. Regular Meetings. Regular meetings of the Board of Directors
may be held without notice at the registered office or principal office of the
Corporation or at such other place, within or without the Commonwealth of
Virginia, as the Board of Directors may designate from time to time. A regular
meeting of the Board of Directors shall be held as soon as practicable after
each annual meeting of the shareholders for the purpose of appointing officers
and transacting such other business as may properly come before the meeting.

        Section 4. Special Meetings. Special meetings of the Board of Directors
may be called at any time by the Chairman of the Board of Directors, the
President or any 2 of the directors.

        Section 5. Notice. Written notice of the date, time and place of special
meetings shall be given to each director either by personal delivery or by mail,
by or at the direction of the officer or directors calling the meeting, to the
address of such director as it appears in the records of the Corporation not
less than ten days before the date of the meeting. Neither the business to be
transacted at, nor the purpose of, any meeting of the Board of Directors need be
specified in the notice or any waiver of notice of such meeting.

        A director's attendance at or participation in a meeting waives any
required notice to him of the meeting unless he at the beginning of the meeting
or promptly upon his arrival objects to holding the meeting or transacting
business at the meeting and does not thereafter vote for or assent to the action
taken at the meeting.

        Section 6. Waiver of Notice. Notice of any meeting may be waived before
or after the date and time of the meeting in a writing signed by the director
entitled to notice and delivered to the Secretary of the Corporation for
inclusion in the minutes of the meeting or filing with the corporate records.

        Section 7. Action Without Meeting. Any action required or permitted by
law to be taken at a meeting of the Board of Directors may be taken without a
meeting if the action is taken by all of the members of the Board of Directors.
The action shall be evidenced by one or more written consents stating the action
taken, signed by each director either before or after the action taken, and
included in the minutes or filed with the corporate records reflecting the
action taken.

        Section 8. Conduct of Meetings. The Chairman of the Board of Directors,
or in his absence the President, shall act as chairman of and preside over
meetings of the Board of Directors. If no such officer is present, the meeting
shall elect a chairman. The Secretary, or in his absence the Assistant
Secretary, shall act as secretary of such meetings. If no such officer is
present, the chairman shall appoint a secretary of the meeting.

        Section 9. Procedure at Meetings. The procedure at meetings of the Board
of Directors shall be determined by the chairman, and (subject to the provisions
of Section 17 of this Article)



                                       4
<PAGE>


the vote on all matters before any meeting shall be taken in such manner as the
chairman may prescribe.

        Section 10. Participation by Conference Telephone. The Board of
Directors may permit any or all directors to participate in a meeting of the
directors by, or conduct the meeting through the use of, conference telephone or
any other means of communication by which all directors participating may
simultaneously hear each other during the meeting. A director participating in a
meeting by such means shall be deemed to be present in person at the meeting.

        Section 11. Quorum. A quorum at any meeting of the Board of Directors
shall be a majority of the number of directors fixed or prescribed by these
bylaws or, if no number is prescribed, the number of directors in .office
immediately before the meeting begins. The affirmative vote 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 12. Committees. The Board of Directors may create one or more
committees and appoint two or more members of the board to serve on them at the
pleasure of the Board of Directors. Any such committee, to the extent specified
by the Board of Directors, may exercise the authority that may be exercised by
the Board of Directors except to the extent prohibited or restricted by law, the
articles of incorporation or these bylaws.

        The provisions of Sections 3 through 11 of this Article, which provide
for, among other things, meetings, action without meetings, notice and waiver of
notice, quorum and voting requirements of the Board of Directors, shall apply to
committees and their members as well.

        Section 13. Staggered Terms. The Board of Directors shall be divided
into three classes, Class I, Class II, and Class III as nearly equal in number
as possible. Directors of the first class (Class I) shall be elected to hold
office for a term expiring at the 1994 annual meeting of the shareholders;
directors of the second class (Class II) shall be elected for a term expiring at
the 1995 annual meeting of the shareholders, and directors of the third class
(Class III) shall be elected to hold office for a term expiring at the 1996
annual meeting of shareholders. The successors to the class of directors whose
terms expire shall be identified as being of the same class as the directors
they succeed and elected to hold office for a term expiring at the third
succeeding annual meeting of shareholders. When the number of directors is
changed, any newly created directorships or any decrease in directorships shall
be apportioned among the classes by the Board of Directors as to make all
classes as nearly equal in number as possible.

        Section 14. Removal. Directors of the Corporation may be removed only
for cause and with the affirmative vote of at least two-thirds of the
outstanding shares entitled to vote.

        Section 15. Vacancies. If the office of any director shall become
vacant, the directors at the time in office, whether or not a quorum, may, by
majority vote of the directors then in office, choose a successor who shall hold
office until the next annual meeting of shareholders. In such event, the
successor elected by the shareholders at that annual meeting shall hold office
for a term that shall coincide with the remaining term of the class of directors
to which that person has been elected. Vacancies resulting from the increase in
the number of directors shall be filled in the same manner.

        Section 16. Nominations of Director Candidates. The Board of Directors
may nominate directors by resolution at any time prior to solicitation of
proxies for the annual shareholders' meeting. Any shareholder entitled to vote
in the election of directors generally may nominate one or more persons for
election as directors at a meeting, but only if written notice of such
shareholder's intent to make such nomination(s) has been given, either by
personal delivery or by United States mail, postage prepaid, to the Secretary of
the Corporation not less than thirty (30) days prior to the first anniversary
date of the initial notice given to shareholders of record on the


                                       5
<PAGE>


record date for the previous annual meeting by or at the direction of the Board
of Directors, provided, however, that such notice shall not be required to be
given more than ninety (90) days prior to the annual meeting of shareholders.
Each such notice of a shareholder's intention to make nomination(s) shall set
forth: (a) the name and address of the shareholder who intends to make the
nomination of the person(s) and of the person(s) to be nominated; (b) a
representation that the shareholder is the owner of stock 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(s) specified in the notice; (c) a description
of all arrangements or understandings between the shareholder and each nominee
for director and any other person(s) (naming such person(s)) pursuant to which
the nomination(s) are to be made by the shareholder; (d) such other information
regarding such 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, including, but not limited to, the
amount and nature of his beneficial ownership of the Corporation's securities,
his principal occupation for the past five years and his age; and (e) the
written consent of each nominee to serve as a director of the Corporation if so
elected. The presiding officer at any meeting may refuse to acknowledge the
nomination of any person not made in compliance with the foregoing sentence.

        Section 17. Resignation. A director may resign at any time by delivering
written notice to the Board of Directors, the Chairman of the Board of
Directors, the President or the Secretary. A resignation shall be effective when
delivered, unless the notice specifies a later effective date.

        Section 18. Conflicts of Interest. No transaction with the Corporation
in which a director has a direct or indirect personal interest shall be void or
voidable solely because of the director's interest in the transaction if: (i)
the material facts of the transaction and the director's interest are disclosed
or known to the Board of Directors or a committee of the Board of Directors, and
the transaction was authorized, approved or ratified by the affirmative vote of
a majority of the directors on the Board of Directors, or on the committee, who
have no direct or indirect personal interest in the transaction; provided,
however, that a transaction shall not be authorized, approved or ratified by a
single director, or (ii) the material facts of the transaction and the
director's interest are disclosed to the shareholders entitled to vote, and the
transaction is authorized, approved or ratified by the vote of a majority of the
shares other than shares owned by or voted under the control of a director who
has a direct or indirect interest in the transaction; or (iii) the transaction
is fair to the Corporation.


                                   ARTICLE IV

                                    OFFICERS

        Section 1. Generally. The officers of the Corporation shall be a
Chairman of the Board of Directors, a President, such Vice Presidents or
Assistant Vice Presidents as the Board of Directors may appoint, a Secretary and
a Treasurer, each of whom shall be appointed by the Board of Directors at a
regular meeting of the directors held as soon as may be practicable after each
annual meeting of the shareholders or, if a vacancy shall exist in any such
office, at a special meeting of the directors held as soon as may be practicable
after the resignation, death or removal of the officer theretofore holding the
same. The Board of Directors may from time to time, appoint other officers and
assistant officers and fill any vacancy that may exist in any such office as a
result of the resignation, death or removal of the officer theretofore holding
the same. Any officer may hold more than one office and may, but need not, be a
director. Each officer shall have the authority and perform the duties which
pertain to the office held by him, or as set forth in these bylaws or, to the
extent consistent with these bylaws, such duties as may be prescribed by the
Board of Directors, the Chairman of the Board of Directors or the President.



                                       6
<PAGE>



        Section 2. Chairman of the Board of Directors. The Chairman of the Board
of Directors shall act as chairman of and preside over meetings of the
shareholders and directors and shall perform such duties as may be lawfully
required of, or conferred upon, him by the Board of Directors.

        Section 3. President. The President shall be the chief executive officer
of the Corporation. The President shall have general supervision over,
responsibility for and control of the other officers, agents and employees of
the Corporation. The President shall, during the absence, disqualification or
inability to act of the Chairman of the Board of Directors, exercise all the
functions and perform all the duties of the Chairman of the Board of Directors
and shall perform, to the extent consistent with these bylaws, such duties as
may be conferred upon him by the Board of Directors.

        Section 4. Vice Presidents. Each Vice President shall perform, to the
extent consistent with these bylaws, such duties as may be prescribed by the
Board of Directors or the President. In the event of and during the absence,
disqualification or inability to act of the President, the Vice Presidents, in
the order designated by the Board of Directors, shall have the authority and
perform the duties of the President.

        Section 5. Secretary. The Secretary shall have the responsibility for
preparing and maintaining custody of minutes of meetings of the shareholders and
directors in a book or books kept for that purpose and the responsibility for
authenticating records of the Corporation. The Secretary shall maintain a record
of shareholders of the Corporation, giving the names and addresses of all
shareholders and the numbers, classes and series of the shares held by each and,
unless otherwise prescribed by the Board of Directors, shall maintain the share
transfer books of the Corporation.

        Section 6. Treasurer. The Treasurer shall be the chief financial officer
of the Corporation. The Treasurer shall have the custody of all moneys and
securities of the Corporation and shall deposit the same in the name and to the
credit of the Corporation in such depositories as may be designated by the Board
of Directors and, unless otherwise prescribed by the Board of Directors or the
President, shall maintain the books of account and financial records.

        Section 7. Delegation of Power. In the event of and during the absence,
disqualification or inability to act of any officer other than the President,
such other officers or employees as may be designated by the Board of Directors
or by the President shall have the authority and perform the duties of such
officer.

        Section 8. Term of Office. Each officer shall be appointed to hold
office until the first regular meeting of the Board of Directors held after each
annual meeting of the shareholders, or for such longer or shorter term as the
Board of Directors may specify, and until his successor shall have been
appointed or such earlier time as he shall resign, die or be removed.

        Section 9. Resignation. An officer may resign at any time by delivering
written notice to the Board of Directors, the President or the Secretary. A
resignation shall be effective when delivered unless the notice specifies a
later effective date.

        Section 10. Removal. Any officer may be removed, with or without cause,
at any time by the Board of Directors and any officer or assistant officer, if
appointed by another officer, may likewise be removed by such officer.

        Section 11. Execution of Instruments. Checks, drafts, notes and orders
for the payment of money shall be signed by such officer or officers or such
other individual or individuals as the


                                       7
<PAGE>


Board of Directors may from time to time authorize, and any endorsement of such
paper in the ordinary course of business shall be similarly made, except that
any officer or assistant officer of the Corporation may endorse checks, drafts
or notes for collection or deposit to the credits of the Corporation. The
signature of any such officer or other individual may be a facsimile when
authorized by the Board of Directors.

        Section 12. Proxies. Unless otherwise prescribed by the Board of
Directors, the Chairman of the Board of Directors or the President may from time
to time himself, by such proxy or proxies, attorney or attorneys, agent or
agents of the Corporation as he shall designate in the name and on behalf of the
Corporation, cast the votes to which the Corporation may be entitled as a
shareholder or otherwise in any other corporation, at meetings, or consent in
writing to any action by any such other corporation; and he may instruct the
individual or individuals so appointed as to the manner of casting such votes or
giving such consent, and execute or cause to be executed on behalf of the
Corporation such written proxies, consents, waivers or other instruments as he
may deem necessary or desirable.


                                    ARTICLE V

                     LIMIT ON LIABILITY AND INDEMNIFICATION

        Section 1. Limitation of Liability. To the full extent that the Virginia
Stock Corporation Act, as it exists on the date hereof or may hereafter be
amended, permits the limitation or elimination of the liability of directors or
officers, a director or officer of the Corporation shall not be liable to the
Corporation or its shareholders for monetary damages.

        Section 2. Indemnification of Directors and Officers. To the full extent
permitted and in the manner prescribed by the Virginia Stock Corporation Act,
the Corporation shall indemnify each director or officer of the Corporation
against liabilities, fines, penalties and claims imposed upon or asserted
against him (including amounts paid in settlement) by reason of having been such
director or officer, whether or not then continuing so to be, and against all
expenses (including counsel fees) reasonably incurred by him in connection
therewith, except in relation to matters as to which he shall have been finally
adjudged liable by reason of his willful misconduct or a knowing violation of
criminal law in the performance of his duty as such director or officer. The
Board of Directors is hereby empowered, by majority vote of a quorum of
disinterested directors, to contract in advance to indemnify any director or
officer.

        Section 3. Advance for Expenses. The Board of Directors is hereby
empowered, by majority vote of a quorum of disinterested directors, to cause the
Corporation to indemnify or contract in advance to indemnify any person not
specified in Section 2 of this Article against liabilities, fines, penalties and
claims imposed upon or asserted against him (including amounts paid in
settlement) by reason of having been an employee, agent or consultant of the
Corporation, whether or not then continuing so to be, and against all expenses
(including counsel fees) reasonably incurred by him in connection therewith, to
the same extent as if such person were specified as one to whom indemnification
is granted in Section 2.

        Section 4. Insurance. The Corporation may purchase and maintain
insurance to indemnify it against the whole or any portion of the liability
assumed by it in accordance with this Article and may also procure insurance, in
such amounts as the Board of Directors may determine, on behalf of any person
who is or was a director, officer, employee, agent or consultant of the
Corporation against any liability asserted against or incurred by any such
person in any such capacity or arising from his status as such, whether or not
the Corporation would have power to indemnify him against such liability under
the provisions of this Article.



                                       8
<PAGE>



        Section 5. Determination by Legal Counsel. In the event there has been a
change in the composition of a majority of the Board of Directors after the date
of the alleged act or omission with respect to which indemnification is claimed,
any determination as to indemnification and advancement of expenses with respect
to any claim for indemnification made pursuant to Sections 2 or 3 of this
Article shall be made by special legal counsel agreed upon by the Board of
Directors and the proposed indemnitee. If the Board of Directors and the
proposed indemnitee are unable to agree upon such special legal counsel, the
Board of Directors and the proposed indemnitee each shall select a nominee, and
the nominees shall select such special legal counsel.

        Section 6. Amendment of Article. No amendment, modification or repeal of
this Article shall diminish the rights provided hereby or diminish the right to
indemnification with respect to any claim, issue or matter in any then pending
or subsequent proceeding that is based in any material respect on any alleged
action or failure to act occurring before the adoption of such amendment,
modification or repeal.

        Section 7. References in Article. Every reference herein to director,
officer, employee, agent or consultant shall include (i) every director,
officer, employee, agent, or consultant of the Corporation or any corporation
the majority of the voting stock of which is owned directly or indirectly by the
Corporation, (ii) every former director, officer, employee, agent, or consultant
of the Corporation, (iii) every person who may have served at the request of or
on behalf of the Corporation as a director, officer, employee, agent, consultant
or trustee of another corporation, partnership, joint venture, trust or other
entity, and (iv) in all of such cases, his executors and administrators.


                                   ARTICLE VI

                                      SEAL

        The seal of the Corporation shall be a flat-face circular die containing
the name of the Corporation, of which there may be any number of counterparts or
facsimiles, in such form as the Board of Directors shall from time to time
adopt.


                                   ARTICLE VII

                                   AMENDMENTS

        These bylaws may be amended or repealed by the Board of Directors except
to the extent that (i) this power is reserved exclusively to the shareholders by
law or the articles of incorporation or (ii) the shareholders in adopting or
amending particular bylaws provide expressly that the Board of Directors may not
amend or repeal the same. These bylaws may be amended or repealed by the
shareholders even though the same also may be amended or repealed by the Board
of Directors.