BYLAWS OF

                              SWVA BANCSHARES, INC.

                                    ARTICLE I

                                   DEFINITIONS

      Terms defined in the Articles of Incorporation  of this Corporation  shall
have the same meaning when used in these Bylaws.

                                   ARTICLE II

                                     OFFICES

      SECTION 1.  Registered  and Other Offices.  The registered  office of SWVA
Bancshares,  Inc.  (hereinafter called the "Corporation") in the Commonwealth of
Virginia shall be at 302 Second Street, S.W., Roanoke, Virginia 24011-1597.  The
Corporation also may have an office or offices and keep the books and records of
the Corporation, in accordance with the laws of the Commonwealth of Virginia, at
such other place or places either within or without the Commonwealth of Virginia
as the Board of Directors of the  Corporation may from time to time determine or
the business may require.

                                   ARTICLE III

                             MEETING OF STOCKHOLDERS

      SECTION 1. Place of Meetings.  All meetings of the  stockholders  shall be
held at the principal  office of the  Corporation  at 302 Second  Street,  S.W.,
Roanoke,  Virginia  24011-1597,  or at such other  place  within or without  the
Commonwealth  of  Virginia  as may from  time to time be  fixed by the  Board of
Directors.

      SECTION 2. Annual  Meetings.  The annual  meeting of  stockholders  of the
Corporation  for the election of directors and for the transaction of such other
business as may  properly  come  before the meeting  shall be held either (i) at
2:00 p.m.  on the third  Wednesday  of October of each year,  (ii) at such other
date and time as the Board of Directors shall designate.

      SECTION 3. Special Meetings. Special meetings of the stockholders, for any
purpose or purposes, may be called by the Chairman of the Board or a majority of
the  Board of  Directors,  and  only  such  other  persons  as are  specifically
permitted to call special meetings by the Virginia Stock Corporation Act.

      SECTION 4. Notices of Meetings. Except as may otherwise be required by the
Virginia Stock  Corporation Act, notice of each meeting of stockholders,  annual
or  special,  shall be in writing  and shall  state the place  where it is to be
held, the date and hour of the meeting,  and, in the case of a special  meeting,
the purpose or  purposes  thereof,  and a copy  thereof  shall be served  either
personally or by mail upon each  stockholder of record  entitled to vote at such
meeting, not less than ten (10) or more than sixty (60) days before the meeting,
except  that notice of a  stockholders'  meeting to act on an  amendment  of the
Articles of Incorporation,  a plan of merger or share exchange,  a proposed sale
of assets or the  dissolution  of the  Corporation  shall be given not less than
twenty-five  (25) nor more than sixty  (60) days  before the  meeting  date.  If
mailed,  it shall be  directed to such  stockholder  at his or her address as it
appears  on  the  records  of  the  Corporation.  (Notices  of  any  meeting  of
stockholders  shall not be  required  to be given to any  stockholder  who shall
attend such  meeting in person or by proxy except when the  stockholder  attends
the meeting for the express and sole purpose of  objecting,  at the beginning of
the  meeting,  to the  transaction  of any  business  because the meeting is not
lawfully called

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or  convened,  or that  insufficient  notice  thereof  was given.  Notice of any
adjourned meeting of stockholders need not be given except as otherwise provided
in this Article III.)

      SECTION 5. Stockholder  List. The Secretary of the Corporation shall make,
at least ten (10) days before each meeting of  stockholders,  a complete list of
the  stockholders  entitled to vote at such meeting or any adjournment  thereof,
with the  address  of and the number of shares  held by each.  The list shall be
arranged  by voting  group and within  each  voting  group by class or series of
shares.  The original  share  transfer books shall be prima facie evidence as to
who are the  stockholders  entitled to examine such list or transfer books or to
vote at any meeting of stockholders.

      SECTION 6.  Quorum.  Except as otherwise  provided by the  Virginia  Stock
Corporation  Act, at each meeting of the  stockholders  of the  Corporation  the
holders of shares  sufficient to cast a majority of the votes represented by all
voting shares of the Corporation  issued and outstanding and entitled to vote at
such meeting,  present in person or by proxy, shall constitute a quorum.  Shares
entitled to vote as a separate  voting group may take action on a matter only if
a quorum of those shares exists with respect to that matter.

      SECTION 7. Adjournments.  Whether or not a quorum is present at any annual
or special meeting of  stockholders,  a majority in interest of those present in
person or by proxy and  entitled to vote may  adjourn  the meeting  from time to
time to  another  time or place,  at which  time,  if a quorum is  present,  any
business may be  transacted  which might have been  transacted at the meeting as
originally  called.  Notice  need not be given of the  adjourned  meeting if the
date,  time and  place  thereof  are  announced  at the  meeting  at  which  the
adjournment  is  taken,  unless a new  record  date is fixed  for the  adjourned
meeting  (which  shall be done in the event that the meeting is  adjourned  to a
date more than 120 days after the date fixed for the original meeting), in which
event a notice of the adjourned  meeting shall be given to each  stockholder  of
record entitled to vote at the meeting.

      SECTION  8.  Organization.  Each  meeting  of the  stockholders  shall  be
presided  over by the  Chairman  of the Board,  or in his or her  absence by the
President,  or if neither the Chairman of the Board nor the President is present
by an Executive or Senior Vice President.

      SECTION 9. Order of Business. The order of business at all meetings of the
stockholders shall be as determined by the designated chairman of the meeting.

      SECTION 10. Voting. At each meeting of the stockholders, every stockholder
of record of the Corporation  entitled to vote at such meeting shall be entitled
to vote the common or other shares of voting  stock  standing in his or her name
on the books of the Corporation and entitled to be voted at such meeting:

            (i) At the time fixed  pursuant to Article  VIII of these  Bylaws as
the record date for the determination of stockholders  entitled to notice of and
to vote at such meeting, or

            (ii) If no such record date shall have been fixed, then at the close
of business on the day next preceding the day on which notice of such meeting is
given, or

            (iii) If notice of such meeting shall have been waived,  than at the
close of business  on the day next  preceding  the day on which such  meeting is
held.

      Each share of common  stock shall be  entitled to one vote per share.  The
holders of the Common Stock or any other equity  securities  of the  Corporation
have no right to cumulate  votes for the  election of  directors.  Each share of
other voting stock of the Corporation  shall be entitled to such number of votes
as may be provided in the Articles of  Incorporation or resolutions of the Board
of Directors of the Corporation  establishing such stock. Except as permitted by
law,  shares of its own stock  belonging to the  Corporation  shall not be voted
directly or  indirectly.  Every  stockholder  entitled to vote at any meeting of
stockholders may cast such vote in person or by proxy appointed by an instrument
in

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writing,  signed by such stockholder or his or her duly authorized  attorney and
delivered  to the  secretary of the meeting;  provided,  however,  that no proxy
shall be voted  after  eleven  (11)  months  from its  date,  unless  the  proxy
expressly  provides for a longer  duration.  At all meetings of the stockholders
all matters  (except where other  provision is made by law or by the Articles of
Incorporation, as amended, or by these Bylaws) shall be decided by a majority of
the votes cast by the stockholders present in person or by proxy and entitled to
vote thereof, provided that a quorum is present.

      SECTION 11.  Inspectors.  For each meeting of  stockholders,  the Board of
Directors  shall appoint one, two or three  inspectors  of election.  If for any
meeting the  inspectors  appointed by the Board of Directors  shall be unable to
act or the Board of Directors shall fail to appoint such inspectors,  inspectors
may be  appointed  at  the  meeting  by the  chairman  thereof.  The  inspectors
appointed to act at any meeting of the  stockholders,  before  entering upon the
discharge of their  duties,  shall be sworn  faithfully to execute the duties of
inspectors at such meeting with strict impartiality and according to the best of
their  ability,  and the  oath so  taken  shall  be  subscribed  by  them.  Such
inspectors  shall  conduct  the voting in each  election  of  directors  and, as
directed by the Board of Directors or the chairman of the meeting, voting on any
other  matter  voted on at such  meeting,  and after  the  voting  shall  make a
certificate  of the vote  taken.  No  director  or  candidate  for the office of
director  shall act as an inspector  for the election of  directors.  Inspectors
need not be stockholders.

      SECTION 12. New  Business.  Any new  business to be taken up at the annual
meeting  shall  be  stated  in  writing  and  filed  with the  Secretary  of the
Corporation at least ten (10) days before the date of the annual meeting; but no
other proposal shall be acted upon at the annual  meeting.  Any  stockholder may
make any other  proposal at the annual meeting and the same may be discussed and
considered,  but unless  stated in writing and filed with the Secretary at least
ten (10) days before the meeting, such proposal shall be laid over for action at
an adjourned, special, or annual meeting of the stockholders taking place thirty
(30) days or more thereafter. This provision shall not prevent the consideration
and  approval  or  disapproval  at the annual  meeting  of reports of  officers,
directors, and committees;  but in connection with such reports, no new business
shall be acted upon at such  annual  meeting  unless  stated and filed as herein
provided.

      SECTION 13.  Informal  action by  stockholders.  Any action required to be
taken at a meeting of the  stockholders,  or any other action which may be taken
at a meeting  of  stockholders,  may be taken  without a meeting  if  consent in
writing,  setting  forth  the  action  so  taken,  shall  be given by all of the
stockholders entitled to vote with respect to the subject matter.


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                                   ARTICLE IV

                                    DIRECTORS

      SECTION 1. General Powers.  The Board of Directors shall manage and direct
the management of the business and affairs of the  Corporation  and may exercise
all such authority and powers of the Corporation and do all such lawful acts and
things as are not by law, the Articles of  Incorporation,  as amended,  or these
Bylaws directed or required to be exercised or done by the stockholders.

      SECTION 2. Number. The Board of Directors of the Corporation shall consist
of seven (7) members, and shall be divided into classes and elected as set forth
in the Articles of Incorporation.

      SECTION 3.  Nominations  of  Directors.  Nominations  for the  election of
directors may be made by the Board of Directors or by any  stockholder  entitled
to vote for the  election of  directors.  The Board of Directors  shall  appoint
three or more directors to act as a nominating committee for selecting the Board
of Director nominees for election as directors.  Except in the case of a nominee
substituted as a result of the death or other  incapacity of a Board of Director
nominee,  the  nominating  committee  shall deliver  written  nominations to the
secretary  at  least  20 days  prior  to the  date of the  annual  meeting.  All
nominations  made by the nominating  committee shall be ratified by the Board of
Directors.  Stockholder  nominations  shall be made in the  manner  and with the
effect provided in the Articles of Incorporation.

      SECTION 4. Quorum. At any meeting of the Board of Directors, a majority of
the directors then holding office shall  constitute a quorum for the transaction
of  business   except  where   otherwise   provided  by  law,  the  Articles  of
Incorporation  or these  Bylaws.  In the absence of a quorum,  a majority of the
directors  present  may  adjourn  the  meeting to some future time not more than
thirty (30) days later.

      SECTION  5.  Voting.  At all  meetings  of the  Board of  Directors,  each
director present shall have one vote. At all meetings of the Board of Directors,
all  questions,  the  manner of  deciding  which is not  otherwise  specifically
regulated  by law,  the  Articles of  Incorporation  or these  Bylaws,  shall be
determined by a majority of the directors present at the meeting.

      SECTION 6. Place of Meeting.  The Board of Directors may hold its meetings
at such place or places  within or without the  Commonwealth  of Virginia as the
Board of Directors  from time to time may  determine or as shall be specified or
fixed in the respective notices or waivers of notice thereof.

      SECTION  7.  Annual  Meeting.  The Board of  Directors  shall meet for the
purpose of the  organization,  the election of officers and the  transaction  of
other business,  as soon as practicable  after each annual election of directors
on the same day and at the same place at which such  election is held or at such
other  time or  place as shall be  specified  in a notice  given as  hereinafter
provided  for  special  meetings of the Board of  Directors  or in a consent and
waiver of notice thereof signed by all the directors.

      SECTION 8. Regular  Meetings.  Regular  meetings of the Board of Directors
shall be held at such times and places as the Board of Directors  by  resolution
may determine.  If any day fixed for a regular  meeting shall be a legal holiday
at the place  where the  meeting is to be held,  then the  meeting  which  would
otherwise  be held on that day  shall be held at said  place at the same hour on
the next succeeding business day not a legal holiday. Notice of regular meetings
need not be given.

      SECTION 9.  Special  Meetings;  Notice.  Special  meetings of the Board of
Directors  shall be held  whenever  called  by the  Chairman  of the  Board or a
majority of the Board of Directors.  Notice of each such meeting shall be mailed
to each director, addressed to him or her at his or her residence or usual place
of  business,  at least three (3) days before the day on which the meeting is to
be held;  or shall be sent to him or her at such  place by  telegraph,  cable or
wireless,

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or be delivered personally or by telephone not later than the day before the day
on which the meeting is to be held.  Except as otherwise  expressly  required by
law or these Bylaws, the purpose of any special meeting shall not be required to
be stated in the notice thereof. Notice of any meeting of the Board of Directors
shall not be required to be given to any  director  who shall be present at such
meeting.

      SECTION 10. Telephone Meetings.  The Board of Directors may hold a meeting
by conference  telephone or similar  communications  equipment by means of which
all persons  participating  in the  meeting can hear each other.  Notice of such
meeting,  if any,  shall be given as  provided  in Section 9 and shall give each
director the telephone number at which, or other manner in which, he or she will
be called.

      SECTION 11. 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 12. Organization.  At each meeting of the Board of Directors,  the
Chairman of the Board or in his or her absence, the president,  or in his or her
absence a director chosen by a majority of the directors  present,  shall act as
chairman of such meeting and preside  thereat.  The Secretary,  or in his or her
absence of the Secretary and the Assistant Secretaries,  any person appointed by
the  chairman,  shall  act as  secretary  of the  meeting  and keep the  minutes
thereof.

      SECTION 13. Order of Business.  At all meetings of the Board of Directors,
business  shall be  transacted  in the order  determined  by the chairman of the
meeting, subject to the approval of the Board of Directors.

      SECTION 14.  Resignations.  Any  director may resign at any time by giving
written  notice  to  the  Chairman  of the  Board  or to  the  Secretary  of the
Corporation.  Such resignation  shall take effect upon receipt of such notice or
at any later time specified  therein;  and, unless otherwise  specified therein,
the acceptance of such resignation shall not be necessary to make it effective.

      SECTION 15.  Removal of  Directors.  Any  director or the entire  Board of
Directors  may be  removed  only  in the  manner  provided  in the  Articles  of
Incorporation.

      SECTION  16.  Election  of  Directors.  Directors  are to be  elected by a
plurality  of votes cast by the shares  entitled  to vote in the  election  at a
meeting of  stockholders  at which a quorum is  present.  If, at any  meeting of
stockholders, due to a vacancy or vacancies or otherwise, directors of more than
one class of the Board of Directors  are to be elected,  each class of directors
to be elected at the  meeting  shall be  elected  in a  separate  election  by a
plurality vote.

      SECTION  17.  Compensation.   Directors,   as  such,  may  receive  annual
compensation  for their  services.  In addition,  by  resolution of the Board of
Directors,  a reasonable  fixed sum, and reasonable  expenses of attendance,  if
any, may be allowed for actual  attendance at each regular or special meeting of
the Board of Directors.  Members of either standing or special committees may be
allowed such  compensation  for actual  attendance at committee  meetings as the
Board of Directors may determine.

      SECTION 18.  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 or  abstention  shall be entered in the  minutes of the  meeting or
unless he shall file a 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  within five
(5) days after the date a copy of the minutes of the meeting is  received.  Such
right to  dissent  shall  not  apply to a  director  who  voted in favor of such
action.

      SECTION 19. Age  Limitation on Directors.  No person of an age of 70 years
or older will be eligible for election, reelection, appointment or reappointment
to the board of directors. Further, no director shall serve as such beyond

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the annual meeting of the shareholders of the Company immediately  following the
attainment of age 70. Notwithstanding the foregoing, directors age 60 or over at
the date of adoption of this amendment  shall be exempt from the age limitations
of this section.

      SECTION 20. Qualification of Directors.  No person whose primary residence
is not within the boundaries of the City of Roanoke,  the City of Salem, Roanoke
County,  Franklin  County,  Floyd  County,   Montgomery  County,  Craig  County,
Botetourt County or Bedford County, all within the Commonwealth of Virginia, for
a  minimum  period of one  year,  will be  eligible  for  election,  reelection,
appointment or  reappointment  to the board of directors.  Further,  no director
shall serve as such beyond the annual meeting of the shareholders of the Company
immediately following their moving their primary residence beyond the boundaries
aforesaid.

                                    ARTICLE V

                         EXECUTIVE AND OTHER COMMITTEES

      SECTION 1. Executive Committee.  The Board of Directors may, by resolution
passed by a majority of the Board of Directors, designate an Executive Committee
to consist of three or more members of the Board of Directors.

      SECTION 2. Vacancies.  A majority of the Board of Directors shall have the
power to change the  membership of the Executive  Committee at any time, to fill
vacancies  therein and to  discharge  the  Executive  Committee or to remove any
member thereof  (including the Chairman),  either with or without cause,  at any
time.

      SECTION 3.  Executive  Committee To Report.  All  completed  action by the
Executive  Committee  shall be reported to the Board of Directors at its meeting
next  succeeding  such action or at its meeting held in the month  following the
taking of such action.

      SECTION 4. Procedure. Meetings of the Executive Committee shall be held at
such times and places as the Chairman of the Executive  Committee may determine.
The  Executive  Committee,  by a vote of a majority of its members,  may fix its
rules of procedure,  determine its manner of acting and specify what notice,  if
any,  of  meetings  shall be given,  except as the Board of  Directors  shall by
resolution otherwise provide.

      SECTION 5. Powers.  Except as otherwise provided by law or the Articles of
Incorporation, the Executive Committee shall have and may exercise the powers of
the Board of  Directors  in the  management  of the  business and affairs of the
Corporation in the intervals  between  meetings of the Board of Directors in all
cases in which  specific  directions  shall not have been  given by the Board of
Directors,  and shall have power to authorize the seal of the  Corporation to be
affixed to all papers which may require it.

      SECTION 6. Other  Committees  The Board of Directors  may, by  resolutions
passed by a majority of the Board of Directors designate members of the Board of
Directors to  constitute  other  committees  which shall in each case consist of
such number of  directors,  and shall have and may execute such powers as may be
determined  and  specified  in the  respective  resolutions  appointing  them. A
majority  of all  the  members  of any  such  committee  may fix  its  rules  of
procedure,  determine  its manner of acting and fix the time and place,  whether
within or without the Commonwealth of Virginia, of its meetings and specify what
notice thereof,  if any, shall be given,  except that a majority of the Board of
directors shall have the power to change the membership of any such committee at
any time, to fill  vacancies  therein and to discharge any such  committee or to
remove any member thereof, either with or without cause, at any time.

                                   ARTICLE VI

                                    OFFICERS


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      SECTION 1. Titles.  The principal  officers of the Corporation  shall be a
Chief  Executive  Officer,  a  President,  one or more  Executive or Senior Vice
Presidents,  a Secretary  and a  Treasurer.  Other  officers may be appointed in
accordance  with the  provisions  of this  Article  VI.  One person may hold the
office and perform the duties of any two or more of said officers.

      SECTION 2. Election, Term of Office and Qualifications. The officers shall
be elected  annually by the Board of Directors.  Each officer,  except as may be
appointed  in  accordance  with the  provisions  of this  Article VI, shall hold
office until his or her  successor  shall have been chosen and shall  qualify or
until his or her death or until he or she shall have resigned or until he or she
shall have been removed in the manner hereinafter provided.

      SECTION 3.  Appointed  Officers.  The Board of Directors  may from time to
time appoint or delegate the  appointment  of such other  officers and assistant
officers and agents as it may deem  necessary  including  one or more  Assistant
Secretaries  and one or more  Assistant  Treasurers.  Such  officers  shall hold
office for such period, have such authority and perform such duties,  subject to
the control of the Board of Directors, as are in these Bylaws provided or as the
Chief  Executive  Officer,  president or the Board of Directors may from time to
time prescribe. The Chief Executive Officer or President shall have authority to
appoint and remove agents and employees and to prescribe their powers and duties
and may authorize any other officer or officers to do so.

      SECTION 4. Removal. Any officer elected or appointed directly by the Board
of Directors may only be removed,  either with or without cause,  at any time by
the vote of the majority of the Board of Directors.

      SECTION  5.  Resignation.  Any  officer  may  resign at any time by giving
written  notice  to  the  Chief  Executive  Officer  or to the  Secretary.  Such
resignation  shall take effect upon  receipt of such notice or at any later time
specified therein; and unless otherwise specified therein the acceptance of such
resignation shall not be necessary to make it effective.

      SECTION  6.  Vacancies.   A  vacancy  in  any  office  because  of  death,
resignation,  removal or other causes shall be filled for the unexpired  portion
of the term in the manner  prescribed  by these  Bylaws for regular  election or
appointment to such office.

      SECTION 7. The  Chairman  of the Board.  The  Chairman  of the Board shall
preside at all meetings of the stockholders and the Board of Directors and shall
perform  such  other  duties  as the  Board of  Directors  may from time to time
prescribe.

      SECTION 8. Chief Executive  Officer.  The Chief  Executive  Officer shall,
subject to the Board of Directors,  have general charge of the business  affairs
and property of the  Corporation.  Unless  otherwise  designated by the Board of
Directors, the President shall also be the Chief Executive Officer.

      SECTION  9. The  President.  In the  absence  or  inability  to act of the
Chairman  of the  Board,  the  President  shall,  when  present,  preside at all
meetings of the Board of Directors and the  stockholders.  The  President  shall
have such  other  powers  and  perform  such  duties as may from time to time be
assigned  to him or her by the Board of  Directors  or as may be  prescribed  by
these Bylaws.

      SECTION 10. Executive or Senior Vice Presidents.  Each Executive or Senior
Vice  President  shall have such powers and perform such duties as may from time
to time be assigned to him or her by the Board of Directors, the Chief Executive
Officer or as may be prescribed in these Bylaws.

      SECTION 11. Vice President. Each Vice President shall have such powers and
perform  such  duties as may from time to time be  assigned to him or her by the
Board of Directors or as may be prescribed in these Bylaws.


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      SECTION 12. The Secretary.  The Secretary shall attend all meetings of the
Board of Directors and record all its proceedings.  He or she may give, or cause
to be given,  notice of all  stockholders'  and  directors'  meetings  and shall
perform such other duties as may be  prescribed by the Board of Directors or the
President.  The Secretary may certify all votes,  resolutions and actions of the
stockholders and of the Board of Directors.

      SECTION 13. The Treasurer. The Treasurer shall have charge and custody of,
and be responsible  for all funds and securities of the  Corporation,  and shall
deposit  all such  funds in the name of the  Corporation  in such banks or other
depositories  as shall be selected or  authorized to be selected by the Board of
Directors;  shall render or cause to be rendered a statement of the condition of
the  finances  of the  Corporation  at all  regular  meetings  of the  Board  of
Directors,  and a full financial report of the Corporation at the annual meeting
of  stockholders,  if called upon so to do;  shall  receive and give receipt for
moneys due and payable to the Corporation  from any source  whatsoever;  and, in
general,  shall perform or cause to be performed all the duties  incident to the
office of  Treasurer  and such other duties as from time to time may be assigned
to him or her by the Board of Directors or as may be prescribed in these Bylaws.

      SECTION 14.  Assistant  Secretaries  and Assistant  Treasurers.  Assistant
Secretaries and Assistant  Treasurers  shall perform such duties as from time to
time may be  assigned  to them by the  Board,  the  President,  Chief  Executive
Officer or the  Secretary  or  Treasurer,  respectively.  At the  request of the
Secretary  or the  Treasurer,  or in case of his or her absence or  inability to
act, any Assistant Secretary or Assistant  Treasurer,  respectively,  may act in
his or her place.

      SECTION 15.  Indemnification  of Directors,  Officers,  Etc. Directors and
officers of the Corporation  shall,  and agents and employees of the Corporation
may be indemnified in the manner provided in the Articles of Incorporation.  The
Corporation  may  purchase and  maintain  liability  insurance on behalf of such
persons or to protect itself against liability for such  indemnification  to the
extent authorized by Article 8 of the Articles of  Incorporation.  The duties of
the  Corporation to indemnify and to advance  expenses to any person as provided
in the Articles of  Incorporation  shall be in the nature of a contract  between
the Corporation and each such person, and no amendment or repeal of Article 8 of
the Articles of  Incorporation,  and no amendment or termination of any trust or
other fund created pursuant thereto, shall alter to the detriment of such person
the right of such person to the advance of expenses or  indemnification  related
to a claim  based on an act or failure  to act which  took  place  prior to such
amendment, repeal or termination.

      SECTION 16. Liability of Directors or Officers.  The personal liability of
a director or officer of the Corporation shall be limited in the manner provided
in the Articles of Incorporation.

                                   ARTICLE VII

                     CONTRACTS, CHECKS, BANK ACCOUNTS, ETC.

      SECTION 1. Execution of Contracts The Board of Directors may authorize any
officer,  employee or agent,  in the name and on behalf of the  Corporation,  to
enter into any  contract or execute and  satisfy  any  instrument,  and any such
authority  may be  general or  confined  to  specific  instances,  or  otherwise
limited.

      SECTION 2. Loans.  The Chief  Executive  Officer,  President  or any other
officer, employee or agent authorized by the Bylaws or by the Board of Directors
may effect  loans and  advances at any time for the  Corporation  from any bank,
trust company or other institutions or from any firm,  corporation or individual
and for such loans and advances may make,  execute and deliver promissory notes,
bonds or other certificates or evidences of indebtedness of the Corporation, and
when  authorized so to do may pledge and  hypothecate or transfer any securities
or other property of the Corporation as security for any such loans or advances.
Such authority conferred by the Board of Directors may be general or confined to
specific instances or otherwise limited.


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<PAGE>



      SECTION 3. Checks,  Drafts,  Etc. All checks,  drafts and other orders for
the payment of money out of the funds of the  Corporation and all notes or other
evidences of indebtedness  of the  Corporation  shall be signed on behalf of the
corporation  in such a  manner  as  shall  from  time to time be  determined  by
resolution of the Board of Directors.

      SECTION 4. Deposits.  The funds of the Corporation not otherwise  employed
shall be  deposited  from time to time to the order of the  Corporation  in such
banks,  trust  companies or other  depositories  as the Board of  Directors  may
select or as may be selected by an officer, employee or agent of the Corporation
to whom such power may from time to time be delegated by the Board of Directors.

      SECTION 5. General and Special Bank Accounts. The Board of Directors,  the
Chief  Executive  Officer,  the  President  or any  other  officer  or  officers
designated by the Board of Directors may from time to time authorize the opening
and  keeping of  general  and  special  bank  accounts  with such  banks,  trust
companies or other depositories as may be selected by the President or any other
officer or officers or agent or agents to whom power in that respect  shall have
been  delegated by the Board of Directors.  The Board of Directors may make such
special  rules  and  regulations  with  respect  to  such  bank  accounts,   not
inconsistent with the provisions of these Bylaws, as it may deem expedient.

                                  ARTICLE VIII

                                  CAPITAL STOCK

      SECTION 1. Certificates of Stock. Every holder of shares of stock shall be
entitled to have a  certificate,  in such form as the Board of  Directors  shall
prescribe, certifying the number and class of shares of stock of the Corporation
owned by him or her.  Each such  certificate  shall be signed in the name of the
Corporation  by the  Chairman of the Board,  the Chief  Executive  Officer,  the
President or an Executive or Senior Vice President or a Vice President,  and the
Treasurer or an Assistant Treasurer or the Secretary or an Assistant  Secretary.
Signatures of such  officers may be  facsimiles  to the extent  permitted by the
Virginia Stock  Corporation  Act. In case any officer or officers who shall have
signed, or whose facsimile  signature or signatures shall have been used on, any
such  certificate  or  certificates  shall cease to be such officer or officers,
whether because of death,  resignation or otherwise,  before such certificate or
certificates  shall have been delivered by the Corporation,  such certificate or
certificates  may  nevertheless  be adopted by the Corporation and be issued and
delivered as though the person or persons who shall have signed such certificate
or certificates or whose facsimile  signature or signatures shall have been used
thereon had not ceased to be such officer or officers. A record shall be kept of
the  respective  names of the persons,  firms or  corporations  owning the stock
represented by certificates for stock of the  Corporation,  the number of shares
represented  by  such  certificates,  respectively,  and  the  respective  dates
thereof,  and, in case of  cancellation,  the respective  dates of cancellation.
Every certificate  surrendered to the Corporation for exchange or transfer shall
be  canceled  and a new  certificate  or  certificates  shall  not be  issued in
exchange for any existing  certificates  until such existing  certificate  shall
have been so canceled,  except in cases  otherwise  provided for in this Article
VIII.

      SECTION 2.  Transfer  of Shares.  Each  transfer of shares of stock of the
Corporation shall be made only on the books of the Corporation by the registered
holder  thereof,  or by his or her  attorney  thereunto  authorized  by power of
attorney duly executed and filed with the Secretary of the Corporation,  or with
a transfer agent appointed as is in this Article VIII provided, upon the payment
of any taxes thereon and the surrender of the  certificate or  certificates  for
such shares properly endorsed. The person in whose name shares of stock stand on
the books of the Corporation  shall be deemed the owner thereof for all purposes
as regards the Corporation;  provided that whenever any transfer of shares shall
be made for collateral  security and not absolutely,  such fact, if known to the
Corporation or to any such agent, shall be so expressed in the entry of transfer
if requested by both the transferor and transferee.

      SECTION 3. Date for Determining  Stockholders of Record. In order that the
Corporation may determine the  stockholders  entitled to notice of or to vote at
any meeting of stockholders or any adjournment  thereof,  or entitled to receive
payment of any dividend or other  distribution  or  allotment of any rights,  or
entitled to exercise any rights in respect of any change, conversion or exchange
of stock or for the purpose of any other lawful  action,  the Board of directors
may

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<PAGE>



fix, in advance,  a record  date,  which shall not be more than seventy (70) nor
less than ten (10) days before the date of such  meeting,  nor more than seventy
(70)  days  prior to any  other  action,  except as  otherwise  required  by the
Virginia Stock  Corporation  Act. A determination  of  stockholders  entitled to
notice of or to vote at a stockholders' meeting is effective for any adjournment
of the meeting unless the Board of Directors  fixes a new record date,  which it
shall do if the meeting is  adjourned to a date more than one hundred and twenty
(120) days after the date fixed for the original meeting.

      SECTION 4. Lost, Destroyed, and Mutilated Certificates.  The holder of any
shares of stock of the Corporation  for which the certificate  therefor has been
lost,  destroyed or mutilated,  shall immediately notify the Corporation of such
loss, destruction or mutilation.  The Board of Directors may, in its discretion,
and after  the  expiration  of such  period  of time as it may  determine  to be
advisable,  cause  to  be  issued  to  such  stockholder  a new  certificate  or
certificates  for  shares  of  stock,   upon  the  surrender  of  the  mutilated
certificate,  or in case of loss or destruction of the  certificate,  upon proof
satisfactory  to the Board of  Directors  of such loss or  destruction,  and the
Board of  Directors  may,  in its  discretion,  require  the  owner of the lost,
destroyed or mutilated certificate, or his or her legal representatives, to give
the  Corporation  a bond, in such sum and with such surety or sureties as it may
direct, to indemnify the Corporation  against any claim that may be made against
it on  account  of the  alleged  loss,  destruction  or  mutilation  of any such
certificate or the issuance of such new certificate.

      SECTION 5.  Examination of Books by  Stockholders.  The Board of Directors
shall,  subject to any applicable  statutes,  have the power to determine,  from
time to time,  whether and to what extent and at what times and places and under
what conditions the accounts and books and documents of the Corporation,  or any
of  them,  shall  be  opened  to  the  inspection  of the  stockholders;  and no
stockholder  shall have any right to inspect  any account or book or document of
the  Corporation,  except as  conferred  by any such  statute,  unless and until
authorized  so  to do  by  resolution  of  the  Board  of  Directors  or of  the
stockholders of the Corporation.

                                   ARTICLE IX

                                WAIVER OF NOTICE

      Whenever any notice whatever is required to be given by these Bylaws or by
the Articles of Incorporation, or by statute, the person entitled thereto may in
person,  or in the case of a stockholder  by his or her attorney  thereunto duly
authorized,  waive such notice in writing (including telegraph,  cable, radio or
wireless),  whether  before or after the meeting,  or other matter in respect of
which such  notice is to be given,  and in such event  such  notice  need not be
given to such person and such waiver shall be equivalent to such notice, and any
action to be taken after such notice or after the lapse of a  prescribed  period
of time may be taken  without such notice and without the lapse of any period of
time.

                                    ARTICLE X

                                      SEAL

      The seal of the  Corporation  shall be in the form of a circle  and  shall
bear the name of the Corporation and the year of its incorporation.


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<PAGE>



                                   ARTICLE XI

                                   FISCAL YEAR

      The fiscal  year of the  Corporation  shall begin on the first day of July
and end on the last day of June in each year.

                                   ARTICLE XII

                                   AMENDMENTS

      These  Bylaws  (including,  without  limitation,  this Article XII) may be
altered,  amended  or  repealed  or new  bylaws may be adopted in the manner set
forth in the Articles of Incorporation.













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<PAGE>





                      SWVA BANCSHARES, INC. & SUBSIDIARIES

                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant has duly caused this report to be signed by the undersigned thereunto
duly authorized.

                                    SWVA Bancshares, Inc.


Date: February 13, 1998        By:  /s/ B.L. Rakes
                                    ---------------------------------------
                                    B. L. Rakes
                                    President, Chief Executive Officer,
                                    Chief Financial Officer, and Director


Date: February 13, 1998        By:  /s/ Mary G. Staples
                                    ---------------------------------------
                                    Mary G. Staples
                                    Vice President/Treasurer
                                    Principal Accounting Officer



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