Exhibit
3.2




AMENDED AND RESTATED  BYLAWS  OF  POTOMAC BANCSHARES, INC.




ARTICLE I. OFFICES




The principal offices of the Corporation shall
be located in the City of Charles Town, County of Jefferson, State of West
Virginia. The Corporation may have such other offices, either within or without
the State of West Virginia, as the Board of Directors may designate or as the
business of the Corporation may require from time to time.




ARTICLE II.
SHAREHOLDERS




Section 1. Annual Meeting . The annual meeting of the shareholders shall
be held on the fourth Tuesday in the month of April in each year, between the
hours of 9:30 a.m., and 4:00 p.m., local time, or at such other time on such
other day within such month as shall be fixed by the Board of Directors. If the
day fixed for the annual meeting shall be a legal holiday in the State of the
principal office of the Corporation, such meeting shall be held on the next
succeeding business day. At an annual meeting of the shareholders only such
business shall be conducted as shall have been properly brought before the
meeting. To be properly brought before an annual meeting business must be (a)
specified in the notice of meeting (or any supplement thereto) given by or at
the direction of the Board of Directors, (b) otherwise properly brought before
the meeting by or at the direction of the Board of Directors, or (c) otherwise
properly brought before the meeting by a shareholder. For business to be
properly brought before an annual meeting by a shareholder, the shareholder must
have given timely notice thereof in writing to the Secretary of the Corporation.
To be timely, a shareholder's notice must be delivered to or mailed and received
at the principal executive offices of the Corporation, not less than 40 days
prior to the meeting; provided, however, that in the event that less than 50
days' notice or prior public disclosure of the date of the meeting is given or
made to shareholders, notice by the shareholder to be timely must be so received
not later than the close of business on the 8th day following the day on which
such notice of the date of the annual meeting was mailed or such public
disclosure was made. A shareholder's notice to the Secretary shall set forth as
to each matter the shareholder proposes to bring before the annual meeting (a) a
brief description of the business desired to be brought before the annual
meeting and the reasons for conducting such business at the annual meeting, (b)
the name and address, as they appear on the Corporation's books, of the
shareholder proposing such business, (c) the class and number of shares of the
Corporation which are beneficially owned by the shareholder, and (d) any
material interest of the shareholder in such business. Notwithstanding anything
in the Bylaws to the contrary, no business shall be conducted at an annual
meeting except in accordance with the procedures set forth in this Section 1.
The Chairman of an annual meeting shall, if the facts warrant, determine and
declare to the meeting that business was not properly brought before the meeting
and in accordance with the provisions of this Section 1, and if he should so
determine, he shall so declare to the meeting and any such business not properly
brought before the meeting shall not be transacted.




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Section 2. Special Meetings . Special meetings of the shareholders, for
any purpose or purposes, may be called by the Chairman of the Board, if any,
President, Secretary, or by the Board of Directors, and shall be called by the
President at the request of the holders of not less than two-tenths of all
outstanding shares of the Corporation entitled to vote at the meeting.




Section 3. Place of Meeting . The Board of Directors may designate any
place, either within or without the State of West Virginia, as the place of
meeting for any annual meeting or for any special meeting called by the Board of
Directors. If no designation is made, or if a special meeting be otherwise
called, the place of meeting shall be the principal office of the Corporation.




Section 4. Notice of Meeting . Written notice stating the place, day and
hour of the meeting and, the purpose or purposes for which the meeting is
called, shall be delivered not less than ten nor more than fifty days before the
date of the meeting, either personally or by mail, by or at the direction of the
Chairman of the Board, President, Secretary or the officer or other persons
calling the meeting, to each shareholder of record entitled to vote at such
meeting. If mailed, such notice shall be deemed to be delivered when deposited
in the United States mail, addressed to the shareholder at his address as it
appears on the stock transfer books of the Corporation, with postage thereon
prepaid.




Section 5. Closing of Transfer Books or Fixing of Record
Date . For the purpose of
determining shareholders entitled to notice of or to vote at any meeting of
shareholders or any adjournment thereof, or shareholders entitled to receive
payment of any dividend, or in order to make a determination of shareholders for
any other proper purpose, the Board of Directors of the Corporation may provide
that the stock transfer books shall be closed for a stated period but not to
exceed, in any case, fifty (50) days. If the stock transfer books shall be
closed for the purpose of determining shareholders entitled to notice of or to
vote at a meeting of shareholders, such books shall be closed for at least ten
(10) days immediately preceding such meeting. In lieu of closing the stock
transfer books, the Board of Directors may fix in advance a date as the record
date for any such determination of shareholders, such date in any case to be not
more than fifty (50) days and, in case of a meeting of shareholders, not less
than ten (10) days prior to the date on which the particular action, requiring
such determination of shareholders, is to be taken. If the stock transfer books
are not closed and no record date is fixed for the determination of shareholders
entitled to notice of or to vote at a meeting of shareholders, or shareholders
entitled to receive payment of a dividend, the date on which notice of the
meeting is mailed or the date on which the resolution of the Board of Directors
declaring such dividend is adopted, as the case may be, shall be the record date
for such determination of shareholders. When a determination of shareholders
entitled to vote at any meeting of shareholders has been made as provided in
this section, such determination shall apply to any adjournment thereof.




Section 6. Voting Record . The officer or agent having charge of the
stock transfer books for shares of the Corporation shall make a complete record
of the shareholders entitled to vote at each meeting of shareholders or any
adjournment thereof, arranged in alphabetical order, with the address of and the
number of shares held by each. Such record shall 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.




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Section 7. Quorum . A majority of the outstanding shares of the
Corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of shareholders. If less than a majority of the
outstanding shares are represented at a meeting, a majority of the shares so
represented may adjourn the meeting from time to time without further notice. At
such adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally noticed. The shareholders present at a duly organized meeting may
continue to transact business until adjournment, notwithstanding the withdrawal
of enough shareholders to leave less than a quorum.




Section 8. Proxies . At all meetings of shareholders, a
shareholder may vote in person or by proxy executed in writing by the
shareholder or by his 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 eleven months from the date of its
execution, unless otherwise provided in the proxy.




Section 9. Voting of Shares . Subject to the provisions of Section 12 of
this Article II, each outstanding share entitled to vote shall be entitled to
one (1) vote upon each matter submitted to a vote at a meeting of
shareholders.




Section 10. Voting of Shares by Certain
Holders . Shares standing
in the name of another corporation may be voted by such officer, agent or proxy
as the bylaws of such corporation may prescribe, or, in the absence of such
provision, as the Board of Directors of such other corporation may determine.




Shares held by an administrator, executor,
guardian, committee, curator, or conservator may be voted by him, either in
person or by proxy, without a transfer of such shares into his name. Shares
standing in the name of a trustee may be voted by him, either in person or by
proxy, but no trustee shall be entitled to vote shares held by him without a
transfer of such shares into his name.




Shares standing in the name of a receiver may
be voted by such receiver, and shares held by or under the control of a receiver
may be voted by such receiver without the transfer thereof into his name if
authority so to do be contained in an appropriate order of the court by which
such receiver was appointed.




A shareholder whose shares are pledged shall
be entitled to vote such shares until the shares have been transferred into the
name of the pledgee, and thereafter the pledgee shall be entitled to vote the
shares so transferred.




Neither treasury shares of its own stock held
by the Corporation, nor shares held by another corporation if a majority of the
shares entitled to vote for the election of directors of such other corporation
are held by the Corporation, shall be voted at any meeting or counted in
determining the total number of outstanding shares at any given time for
purposes of any meeting.




Section 11. Informal Action by
Shareholders . Any action
required or permitted to be taken at a meeting of the shareholders may be taken
without a meeting if a consent in writing, setting forth the action so taken,
shall be signed by all of the shareholders entitled to vote with respect to the
subject matter thereof.




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Section 12. Cumulative Voting . At each election for directors every
shareholder entitled to vote at such election shall have the right to vote, in
person or by proxy, the number of shares owned by him for as many persons as
there are directors to be elected and for whose election he has a right to vote,
or to cumulate his votes by giving one candidate as many votes as the number of
such directors multiplied by the number of his shares shall equal, or by
distributing such votes on the same principle among any number of such
candidates.




ARTICLE III. BOARD OF
DIRECTORS




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




Section 2. Number, election and terms;
nominations . The number of
the directors of the Corporation shall be fixed from time to time by resolution
of the Board of Directors but shall not be less than five nor more than 25. The
directors, other than those who may be elected by the holders of any class or
series of stock having a preference over the Common Stock as to dividends or
upon liquidation, shall be classified, with respect to the time for which they
severally hold office, into three classes, as nearly equal in number as
possible, as determined by the Board of Directors of the Corporation, one class
to be originally elected for a term expiring at the annual meeting of
stockholders to be held in 1996, another class to be originally elected for a
term expiring at the annual meeting of shareholders to be held in 1997, and
another class to be originally elected for a term expiring at the annual meeting
of shareholders to be held in 1998, with each class to hold office until its
successor is elected and qualified. At each annual meeting of the shareholders
of the Corporation, the successors of the class of directors whose term expires
at that meeting shall be elected to hold office for a term expiring at the
annual meeting of shareholders held in the third year following the year of
their election. Directors need not be residents of the State of West Virginia
but shall be shareholders of the Corporation.




Section 3. Regular Meetings . A regular meeting of the Board of Directors
shall be held without other notice than this bylaw immediately after, and at the
same place as, the annual meeting of shareholders. The Board of Directors may
provide, by resolution, the time and place, either within or without the State
of West Virginia, for the holding of additional regular meetings without other
notice than such resolution.




Section 4. Special Meetings . Special meetings of the Board of Directors
may be called by or at the request of the Chairman of the Board, if any, the
President or any two (2) directors. The person or persons authorized to call
special meetings of the Board of Directors may fix any place, either within or
without the State of West Virginia, as the place for holding any special meeting
of the Board of Directors called by them.




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Section 5. Notice . Notice of any special meeting shall be given
at least three (3) days previously thereto by written notice delivered
personally or mailed to each director at his business address, or by telegram.
If mailed at least five (5) days prior to the date of meeting, such notice shall
be deemed to be delivered when deposited in the United States mail, so
addressed, with postage thereon prepaid. If notice be given by telegram, such
notice shall be deemed to be delivered when the telegram is delivered to the
telegraph company. 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 need be specified in the
notice or waiver of notice of such meeting, except as otherwise provided by
statute.




Section 6. Quorum . A majority of the number of directors fixed
by Section 2 of this Article III shall constitute a quorum for the transaction
of business at any meeting of the Board of Directors, but if less than such
majority is present at a meeting a majority of the directors present may adjourn
the meeting from time to time without further notice.




Section 7. Manner of Acting . The act of the majority of the directors
present at a meeting at which a quorum is present shall be the act of the Board
of Directors.




Section 8. Action Without a Meeting . Any action required or permitted to be taken
by the Board of Directors at a meeting may be taken without a meeting if a
consent in writing, setting forth the action so taken, shall be signed by all of
the directors.




Section 9. Newly created directorships and
vacancies . Newly-created
directorships resulting from any increase in the number of directors and any
vacancies on the Board of Directors resulting from death, resignation,
disqualification, removal or other cause shall be filled by the affirmative vote
of a majority of the remaining Directors then in office, even though less than a
quorum of the Board of Directors. Any director elected in accordance with the
preceding sentence to fill a vacancy resulting from the death, resignation,
disqualification, removal or other cause shall hold office for the remainder of
the full term of the class of directors in which the vacancy occurred and until
such director's successor shall have been elected and qualified, and any
director elected in accordance with the preceding sentence by reason of an
increase in the number of directors shall hold office only until the next
election of directors by shareholders and until his successor shall have been
elected and qualified. No decrease in the number of directors constituting the
Board of Directors shall shorten the term of any incumbent director.




Section 10. Compensation . By resolution of the Board of Directors,
each director may be paid his expenses, if any, of attendance at each meeting of
the Board of Directors, or committee thereof, and may be paid a stated salary as
director or a fixed sum for attendance at each meeting of the Board of Directors
or committee thereof or both. No such payment shall preclude any director from
serving the Corporation in any other capacity and receiving compensation
therefor.




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Section 11. Presumption of Assent . A director of the Corporation who is present
at a meeting of the Board of Directors at which action on any corporate matter
is taken shall be presumed to have assented to the action taken unless his
dissent shall be entered in the minutes of the meeting or unless he shall file
his written dissent to such action with the person acting as the Secretary of
the meeting before the adjournment thereof or shall forward such dissent by
registered mail to the Secretary of the Corporation immediately after the
adjournment of the meeting. Such right to dissent shall not apply to a director
who voted in favor of such action.




Section 12. Telephone Conference . Members of the Board of Directors or any
committee thereof may participate in a meeting of the Board or such committee by
means of a conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other at the same
time and participation by such means shall constitute presence in person at the
meeting.




Section 13. Confidentiality . All of the proceedings and business
transacted by the Board of Directors of the Corporation shall be confidential,
except as among the Directors. Any violation or breach of this confidentiality
by any Director shall be grounds for his removal and replacement by a majority
vote of the Board of Directors.




Section 14. Conflicts of Interest;
Voting . Any Director
having a personal interest in any question or issue before the Board of
Directors shall advise the Board of his interest, give his personal information
on the question or issue, and then withdraw pending a discussion and
determination of that question or issue. Otherwise, no Director shall refrain
from voting or withdraw while business is pending at any meeting, unless he is
excused by a majority vote of Directors in attendance at the meeting. In all
matters requiring action by the Board of Directors, a simple majority vote of
those present at a meeting shall prevail, unless otherwise required by
law.




Section 15. Removal . Any director may be removed from office,
with or without cause and only by the affirmative vote of the holders of 80% of
the combined voting power of the then outstanding shares of stock entitled to
vote generally in the election of directors, voting together as a single class.




ARTICLE IV.
OFFICERS




Section 1. Number . The officers of the Corporation shall be a
President, one or more Vice Presidents (the number thereof to be determined by
the Board of Directors), a Secretary, and a Treasurer, each of whom shall be
elected by the Board of Directors. A Chairman of the Board of Directors and such
other officers and assistant officers as may be deemed necessary may be elected
or appointed by the Board of Directors. Any two or more offices may be held by
the same person, except the offices of President and Secretary. The President
and the Chairman of the Board, if any, shall be elected from the membership of
the Board of Directors.




Section 2. Election and Term of Office . The officers of the Corporation to be
elected by the Board of Directors shall be elected annually by the Board of
Directors at the first meeting of the Board of Directors held after each annual
meeting of the shareholders. If the election of officers shall not be held at
such meeting, such election shall be held as soon thereafter as conveniently may
be. Each officer shall hold office until his successor shall have been duly
elected and shall have qualified or until his death or until he shall resign or
shall have been removed in the manner hereinafter provided.




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Section 3. Removal . Any officer or agent may be removed by the
Board of Directors whenever in its judgment the best interests of the
Corporation will be served thereby, but such removal shall be without prejudice
to the contract rights, if any, of the person so removed. Election or
appointment of an officer or agent shall not of itself create contract rights.




Section 4. Vacancies . A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be filled by the Board
of Directors for the unexpired portion of the term.




Section 5. Chairman of the Board and
President . The Chairman of
the Board or the President, as the Board of Directors may from time to time
determine, shall be the principal executive officer of the Corporation. The
principal executive officer of the Corporation shall in general supervise and
control all of the business and affairs of the Corporation, subject to the
control of the Board of Directors. He shall, when present, preside at all
meetings of the shareholders. Whether the Chairman of the Board or the President
be designated as the principal executive officer of the Corporation the other
shall, in the absence or incapacity of the principal executive officer or by his
authority may, exercise any of the powers of the principal executive officer.
The Chairman of the Board or the President may sign deeds, mortgages, bonds,
contracts, or other instruments which the Board of Directors has authorized to
be executed, except in cases where the signing and executing thereof shall be
expressly delegated by the Board or by these bylaws to some other officer or
agent of the Corporation, or shall be required by law to be otherwise signed or
executed. The Chairman of the Board and the President shall each, in general,
perform all duties incident to their respective offices and shall perform such
other duties as may be prescribed by the Board of Directors from time to time.




Section 6. The Vice Presidents . In the absence of the Chairman of the Board
and President or in the event of their death, inability or refusal to act, the
Vice President (or in the event there be more than one Vice President, the Vice
Presidents in the order designated at the time of their election, or in the
absence of any designation, then in the order of their election) shall perform
the duties of the Chairman of the Board and President, and when so acting, shall
have all the powers of and be subject to all the restrictions upon the Chairman
of the Board and President. Any Vice President may sign, with the Secretary or
an Assistant Secretary, certificates for shares of the Corporation; and shall
perform such other duties as from time to time may be assigned to him by the
principal executive officer of the Corporation, the bylaws or the Board of
Directors.




Section 7. The Secretary . The Secretary shall: (a) keep the minutes of
the proceedings of the shareholders and of the Board of Directors in one or more
books provided for that purpose; (b) see that all notices are duly given in
accordance with the provisions of these bylaws or as required by law; (c) be
custodian of the corporate records and of the seal of the Corporation and see
that the seal of the Corporation is affixed to all documents the execution of
which on behalf of the Corporation under its seal is duly authorized; (d) keep a
register of the post office address of each shareholder which shall be furnished
to the Secretary by such shareholder; (e) sign with the President, or a Vice
President, certificates for shares of the Corporation, the issuance of which
shall have been authorized by resolution of the Board of Directors; (f) have
general charge of the stock transfer books of the Corporation; and (g) in
general perform all duties incident to the office of Secretary and such other
duties as from time to time may be assigned to him by the principal executive
officer of the Corporation, the bylaws or by the Board of Directors.




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Section 8. The Treasurer . The Treasurer shall: (a) have charge and
custody of and be responsible for all funds and securities of the Corporation;
(b) receive and give receipts for moneys due and payable to the Corporation from
any source whatsoever, and deposit all such moneys in the name of the
Corporation in such banks, trust companies or other depositaries as shall be
selected in accordance with the provisions of Article V of these bylaws; and (c)
in general perform all of the duties incident to the office of Treasurer and
such other duties as from time to time may be assigned to him by the principal
executive officer of the Corporation, the bylaws or by the Board of Directors.
If required by the Board of Directors, the Treasurer shall give a bond for the
faithful discharge of his duties in such sum and with such surety or sureties as
the Board of Directors shall determine.




Section 9. Assistant Secretaries and
Assistant  Treasurers . The Assistant Secretaries, when authorized
by the Board of Directors, may sign with the President or a Vice President
certificates for shares of the Corporation the issuance of which shall have been
authorized by a resolution of the Board of Directors. The Assistant Treasurers
shall respectively, if required by the Board of Directors, give bonds for the
faithful discharge of their duties in such sums and with such sureties as the
Board of Directors shall determine. The Assistant Secretaries and Assistant
Treasurers, in general, shall perform such duties as shall be assigned to them
by the Secretary or the Treasurer, respectively, or by the principal executive
officer of the Corporation, the bylaws or by the Board of Directors.




Section 10. Officers' Salaries . The salaries of the officers shall be fixed
from time to time by the Board of Directors and no officer shall be prevented
from receiving such salary by reason of the fact that he is also a director of
the Corporation.




ARTICLE V. CONTRACTS,
LOANS, CHECKS AND DEPOSITS




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




Section 2. Loans . No loans shall be contracted on behalf of
the Corporation and no evidences of indebtedness shall be issued in its name
unless authorized by a resolution of the Board of Directors. Such authority may
be general or confined to specific instances. The Board of Directors may
encumber and mortgage real estate and pledge, encumber and mortgage stocks,
bonds and other securities and other personal property of all types, tangible
and intangible, and convey any such property in trust to secure the payment of
corporate obligations.




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




Section 4. Deposits . All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the Corporation
in such banks, trust companies or other depositaries as the Board of Directors
may select.




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ARTICLE
VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER




Section 1. Certificates for Shares . Certificates representing shares of the
Corporation shall be in such form as shall be determined by the Board of
Directors. Such certificates shall be signed by the President or a Vice
President and by the Secretary or an Assistant Secretary and sealed with the
Corporate Seal or a facsimile thereof. The signatures of such officers upon a
certificate may be facsimiles if the certificate is manually signed on behalf of
a transfer agent or a registrar, other than the Corporation itself or one of its
employees. Each certificate 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 date of issue,
shall be entered on the stock transfer books of the Corporation. All
certificates surrendered to the Corporation for transfer shall be cancelled and
no new certificate shall be issued until the former certificate for a like
number of shares shall have been surrendered and cancelled, 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.




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




Section 3. Lost Certificates . Any person claiming a certificate of shares
to be lost or destroyed shall make an affidavit or affirmation of that fact, and
if requested to do so by the Board of Directors of the Corporation shall
advertise such fact in such manner as the Board of Directors may require, and
shall give the Corporation a bond of indemnity in such sum as the Board of
Directors may direct, but not less than double the value of shares represented
by such certificate, in form satisfactory to the Board of Directors and with or
without sureties as the Board of Directors may prescribe; whereupon the
President and the Secretary may cause to be issued a new certificate of the same
tenor and for the same number of shares as the one alleged to have been lost or
destroyed, but always subject to the approval of the Board of Directors.




Section 4. Stock Transfer Books . The stock transfer books of the Corporation
shall be kept in the principal office of the Corporation and shares shall be
transferred under such regulations as may be prescribed by the Board of
Directors.




ARTICLE VII. FISCAL
YEAR




The fiscal year of the Corporation may be
fixed and may be changed from time to time by resolution of the Board of
Directors. Until the Board of Directors has acted to fix such fiscal year, the
fiscal year of the Corporation shall begin on the first day of January and end
on the thirty-first day of December in each year.




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ARTICLE VIII.
DIVIDENDS




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 its Articles of
Incorporation.




ARTICLE IX. CORPORATE
SEAL




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 and the state of incorporation and the words
"Corporate Seal".




ARTICLE X. WAIVER OF
NOTICE




Whenever any notice is required to be given to
any shareholder or director of the Corporation under the provisions of these
bylaws or under the provisions of the Articles of Incorporation or by 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.




ARTICLE XI.
AMENDMENTS




Subject to the provisions of the Articles of
Incorporation, these Bylaws may be altered, amended or repealed at any regular
meeting of the shareholders (or at any special meeting thereof duly called for
that purpose) by a majority vote of the shares represented and entitled to vote
at such meeting; provided that in the notice of such meeting notice of such
purpose shall be given. Subject to the laws of the State of West Virginia, the
Articles of Incorporation and these Bylaws, the Board of Directors may by
majority vote of those present at any meeting at which a quorum is present amend
these Bylaws, or enact such other bylaws as in their judgment may be advisable
for the regulation of the conduct of the affairs of the Corporation; provided,
however, that, without the affirmative vote of two-thirds of all members of the
Board, the Board may not amend the Bylaws to (i) change the principal office of
the Corporation, (ii) change the number of directors, or (iii) make a
substantial change in the duties of the Chairman of the Board and the President.




ARTICLE XII. VOTING
SHARES OF OTHER CORPORATIONS




Unless otherwise ordered by the Board of
Directors, shares in other corporations held by this Corporation may be voted by
the Chairman of the Board or the President of this Corporation.




Subsequent Amendments




Article II, Section 12 was deleted by approval of Board of Directors
of Potomac on February 11, 2003.




Article III, Section 2 was amended to add the following sentence at
the end thereof: “Members of the Board of Directors of the Corporation may serve
until they attain the age of 72 years, and thereafter may serve only until the
next annual meeting or other meeting in which directors are elected.” “This
resolution shall not apply to directors who are currently over the age of 72
years.” This amendment was approved by the Board of Directors of Potomac on June
10, 2003.




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Subsequent Amendments
(Continued)




Article II, Section 1 is amended. The first sentence is to read as
follows:




Section 1. Annual Meeting . The annual meeting of the shareholders shall
be held on the third Tuesday in the month of May of each year, between the hours
of 9:30 a.m., and 4:00 p.m., local time, or at such other time on such other day
as shall be fixed by the Board of Directors. This amendment was approved by the
Board of Directors of Potomac on March 10, 2009.




Article II, Section 5 shall be amended to read, in its entirety, as
follows:




Section 5. Closing of Transfer Books or Fixing of Record
Date. For the purpose of
determining shareholders entitled to notice of or to vote at any meeting of
shareholders or any adjournment thereof, or shareholders entitled to receive
payment of any dividend, or in order to make a determination of shareholders for
any other proper purpose, the Board of Directors of the Corporation may provide
that the stock transfer books shall be closed for a stated period but not to
exceed, in any case, fifty (50) days. If the stock transfer books shall be
closed for the purpose of determining shareholders entitled to notice of or to
vote at a meeting of shareholders, such book shall be closed for at least ten
(10) days immediately preceding such meeting. In lieu of closing the stock
transfer books, the Board of Directors may fix in advance a date as the record
date for any such determination of shareholders, such date in any case not to be
more than seventy (70) days and, in the case of a meeting of shareholders, not
less than ten (10) days prior to the date on which the particular action,
requiring such determination of shareholders, is to be taken. If the stock
transfer books are not closed and no record date is fixed for the determination
of shareholders entitled to notice of or to vote at a meeting of shareholders,
or shareholders entitled to receive payment of a dividend, the date on which
notice of the meeting is mailed or the date on which the resolution of the Board
of Directors declaring such dividend is adopted, as the case may be, shall be
the record date for such determination of shareholders. When a determination of
shareholders entitled to vote at any meeting of shareholders has been made as
provided in this section, such determination shall apply to any adjournment
thereof.




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