Exhibit 3.2

AMENDED AND
RESTATEDBYLAWSOFPOTOMAC 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
AssistantTreasurers. 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
12was deleted by approval of Board of
Directors of Potomac on February 11, 2003.

Article III, Section
2was 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
1is 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
5shall 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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