Exhibit 3.2

                          PULASKI FURNITURE CORPORATION

                                     BYLAWS

                          (As Adopted December 8, 1999)

                                    ARTICLE I

                             Meeting of Shareholders

         Section 1. Places of Meetings.  All meetings of the shareholders  shall
be held at the principal office of the Corporation in Pulaski,  Virginia,  or at
such other place or places within or without the State of Virginia, as may, from
time to time, be fixed by the Board of Directors.

         Section 2. Annual Meetings.  Subject to the Board's ability to postpone
a meeting  under  Virginia  law,  the annual  meeting and all other  meetings of
shareholders  shall be held on such  date and at such  time and  place as may be
fixed by the Board and stated in the notice of the meeting.  The annual  meeting
shall be held for the purpose of electing  directors and for the  transaction of
only such other business as is properly brought before the meeting in accordance
with these Bylaws.  To be properly  brought before an annual  meeting,  business
must be (i)  specified  in the  notice  of  annual  meeting  (or any  supplement
thereto)  given by or at the  direction of the Board,  (ii)  otherwise  properly
brought before the annual meeting by or at the direction of the Board,  or (iii)
otherwise  properly  brought  before the annual  meeting  by a  shareholder.  In
addition  to any other  applicable  requirements  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 or mailed to and received at
the principal executive offices of the Corporation not less than sixty (60) days
before the meeting.  A shareholder's  notice to the Secretary shall set forth as
to each matter the shareholder  proposes to bring before the annual meeting: (i)
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, (ii)
the name and record address of the  shareholder  proposing such business,  (iii)
the  class,  series  and  number of shares of the  Corporation's  stock that are
beneficially  owned by the  shareholder  proposing such  business,  and (iv) any
material interest of the shareholder in such business.  Notwithstanding anything
in the Bylaws to the  contrary,  no business  shall be  conducted  at the annual
meeting  except in  accordance  with the  procedures  set forth in this Section;
provided,  however,  that  nothing in this  Section  shall be deemed to preclude
discussion by any shareholder of any business properly brought before the annual
meeting.  In the event that a shareholder  attempts to bring business  before an
annual  meeting  without  complying  with the  provisions of this  Section,  the
Chairman of the meeting shall declare to the shareholders present at the meeting
that the business was not properly brought before the meeting in accordance with
the foregoing procedures, and such business shall not be transacted.

         Section 3. Special  Meetings.  Special meetings of the shareholders for
any purpose or purposes may be called at any time by the President, the Chairman
of the Board, or the Board of Directors.  At a special meeting no business shall
be transacted  and no corporate  action shall be taken other than that stated in
the notice of the meeting.

         Section 4.  Notice of  Meetings.  Notice of the time and place of every
meeting of the shareholders shall be mailed not less than ten (10) nor more than
sixty (60) days  before the date of the  meeting to each  shareholder  of record
entitled to vote at such meeting,  who shall have furnished a written address to
the Secretary of the  Corporation.  In any event,  such notice shall be given as
may be required by law.

         Section 5. Quorum. Any number of shareholders together holding at least
a majority of the capital stock of the  Corporation  issued and  outstanding and
entitled  to vote in  respect to the  business  to be  transacted,  who shall be
present in person or  represented  by proxy at any meeting  duly  called,  shall
constitute a quorum for the transaction of business. If less than a quorum shall
be in  attendance  at the time for which a meeting  shall have been called,  the
meeting may be  adjourned  from time to time by a majority  of the  shareholders
present or represented by proxy without notice other than by announcement at the
meeting.

         Section  6.  Voting.  Unless  otherwise  provided  in the  Articles  of
Incorporation or the Virginia Stock Corporation Act, each shareholder shall have
one vote at any meeting of the shareholders,  on each matter submitted to a vote
at any  meeting of the  shareholders,  in person or by proxy,  for each share of
capital stock standing in his, hers or its name on the books of the  Corporation
on the record date for such meeting.

         Unless  a  greater  vote  is  required  pursuant  to  the  Articles  of
Incorporation or the Virginia Stock Corporation Act, if a quorum exists,  action
on a matter (other than the election of directors) by  shareholders  is approved
if the votes cast favoring the action exceed the votes cast opposing the action.
Unless otherwise  provided in the Articles of Incorporation,  directors shall be
elected by a plurality of votes cast by shares  entitled to vote in the election
at a meeting at which a quorum is present.

                                   ARTICLE II

                                    Directors

         Section 1. General  Powers.  The property,  affairs and business of the
Corporation shall be managed by the Board of Directors, and, except as otherwise
expressly  provided  by law or by the  Articles  of  Incorporation,  or by these
Bylaws, all of the powers of the Corporation shall be vested in said Board.

         Section 2.  Number  Election  and  Removal of  Directors.  The Board of
Directors  shall  consist of five (5) members.  The Board of Directors  shall be
divided into three classes,  Class I, Class II and Class III, as nearly equal in
number as possible. Directors of each class shall be elected by the shareholders
to serve for the terms  specified in the Articles of  Incorporation  and, unless
sooner removed in accordance with the Articles of  Incorporation  and applicable
law,  shall  serve  until  their  respective  successors  are duly  elected  and
qualified.

         Subject  to the  rights  of the  holders  of any  class  or  series  of
preferred stock then  outstanding,  any director may be removed from office only
by a vote of at least 80  percent  of the  outstanding  shares of Common  Stock.
vacancies  in the Board of  Directors  may be filled by a  majority  vote of the
remaining directors (even if less than a quorum), provided the shareholders have
not elected additional directors to fill such vacancies.  Any director chosen to
fill a vacancy  by the  remaining  directors  shall hold  office  until the next
meeting of the  shareholders at which directors are elected.  At such meeting of
the shareholders,  the shareholders  shall elect a director to fill the vacancy,
and the  newly-elected  director  shall hold  office for a term  expiring at the
annual  meeting of the  shareholders  at which the term of the class to which he
has been elected expires.

         Except  as  hereinafter   provided,  no  person  shall  be  elected  or
re-elected to the Board of Directors if at the time of any proposed  election or
re-election  that  person  shall have  attained  the age of 70 years,  provided,
however,  that the  foregoing  provision  shall  not apply to  persons  who were
members of the Board on June 1, 1972.

         Section 3. Quorum.  A majority of the  directors  fixed by these Bylaws
shall constitute a quorum for the transaction of business. The act of a majority
of the directors  present at a meeting at which a quorum is present shall be the
act of the Board of Directors.

         Section 4. Place and Notice of  Directors'  Meetings.  Meetings  of the
Board of Directors, regular or special, may be held either within or without the
State of  Virginia.  Regular  meetings  of the  Board of  Directors  may be held
without  notice at such time and place as shall be  determined  by resolution of
the Board of  Directors  and the annual  organizational  meeting of the Board of
Directors shall be held immediately  following adjournment of the annual meeting
of  shareholders  and at the same place,  without the  requirement of any notice
other  than this  provision  of the  Bylaws.  Special  meetings  of the Board of
Directors shall be held upon notice given by telegram, written telecommunication
(e.g. telecopy) or telephone (at least one day before such meeting) or by letter
(sent by U~S. Mail or private courier at least five days before such meeting) to
all of the directors  stating the time and place of such  meetings.  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.  Meetings  may be held at any time  without  notice if all of the
directors are present,  or if those not present  waive notice in writing  either
before or after the meeting.

         In  addition,  members  of the  Board  of  Directors  or any  committee
designated  thereby  pursuant to Article III hereof may participate in a meeting
of the Board or such  committee  by means of a  conference  telephone or similar
communications  equipment  whereby all persons  participating in the meeting can
hear each other, and  participation  by such means shall constitute  presence in
person for such meeting.

         Section 5. Compensation.  By resolution of the Board,  directors may be
allowed a fee and expenses for  attendance  at  meetings.  Nothing  herein shall
preclude  directors  from  serving  the  Corporation  in  other  capacities  and
receiving compensation for such other services.

                                   ARTICLE III

                                   Committees

         Section 1.  Executive  Committee.  The Board of Directors,  whenever it
sees fit, by a majority  vote of the whole  Board,  may  designate  an Executive
Committee which shall consist of at least three directors, and shall include the
President if the  President is a Director  when the Board of Directors is not in
session,  the  Executive  Committee  shall have all power vested in the Board of
Directors  by law,  by the  Articles  of  Incorporation,  or by  these  By-laws,
provided  that the  Executive  Committee  shall not have power to (a) approve or
recommend  to  shareholders  action  that the  Virginia  State  Corporation  Act
required to be approved by  shareholders;  (b) fill vacancies on the Board or on
any of its  committees;  (c) amend the Articles of  incorporation  pursuant to 5
13.1-706 of the  Virginia  Code;  (d) adopt,  amend,  or repeal the Bylaws;  (e)
approve a plan of merger not requiring  shareholder  approval;  (f) authorize or
approve  a  distribution,  except  according  to a  general  formula  or  method
prescribed by the Board of  Directors;  or (g) authorize or approve the issuance
or sale or  contract  for sale of  shares,  or  determine  the  designation  and
relative  rights,  preferences,  and limitations of a class or series of shares,
except  that the Board of  Directors  may  authorize  a  committee,  or a senior
executive  officer  of the  Corporation,  to do so  within  limits  specifically
prescribed by the Board of Directors.  The Executive  Committee  shall report at
the next regular or special  meeting of the Board of Directors  all action which
the  Executive  Committee  may have taken on behalf of the Board  since the last
regular  or  special  meeting  of the Board of  Directors.  The  members  of the
Executive  Committee  shall serve until their  successors  are designated by the
Board of  Directors  or  until  removed  or until  the  Executive  Committee  is
dissolved  by the  Board of  Directors.  All  vacancies  which  may occur in the
Executive Committee shall be filled by the Board of Directors.

         Section 2. Actions without  Meeting.  Any action that may be taken at a
meeting of a committee  may be taken  without a meeting if a consent in writing,
setting  forth the action so to be taken,  shall be signed  before or after such
action by all of the members of the committee.  Such consent shall have the same
force and effect as a unanimous vote.

         Section  3.  Meetings  of  the  Executive  Committee.  Meetings  of the
Executive  Committee  shall be held at such  places and at such  times  fixed by
resolution of the Committee,  or upon call of the Chairman.  Due notice shall be
given by  letter,  telegraph,  written  telecommunication  or  telephone  of all
meetings of the Executive  Committee,  provided that notice need not be given of
regular  meetings  held at times and places fixed by resolution of the Committee
and that  meetings may be held at any time without  notice if all the members of
the  Committee are present or if those not present waive notice either before or
after the meeting.  A majority of the members of the Executive  Committee  shall
constitute a quorum for the  transaction  of business.  The act of a majority of
the members of the Executive Committee at a meeting at which a quorum is present
shall constitute the act of the Executive Committee.

         Section 4. Other  Committees.  Other  committees,  consisting of two or
more directors,  may be designated by a resolution  adopted by a majority of the
directors present at a meeting at which a quorum is present. The members,  terms
and  authority  of  such  committee  shall  be  set  forth  in  the  resolutions
establishing the same. Regular and special meetings of any committee established
under this Section may be called and held subject to the same  requirements with
respect to time,  place and notice as are specified in section 3 of this Article
for meetings of the Executive Committee.

         Section 5.  Quorum and Manner of Acting.  A majority  of the members of
any  Committee  serving at the time of any meeting  thereof  shall  constitute a
quorum for the transaction of business at such meeting. The act of a majority of
those members present at a Committee  meeting at which a quorum is present shall
constitute the act of the Committee.

         Section 6. Term of Office. Members of any Committee shall be designated
as above provided and shall hold office until their successors are designated by
the Board of  Directors  or until such  Committee  is  dissolved by the Board of
Directors.

         Section 7.  Resignation  and  Removal.  Any member of a  Committee  may
resign at any time by giving  written notice of his or her intention to do so to
the President or the Secretary of the  Corporation,  or may be removed,  with or
without cause, at any time by a majority of the Board of Directors.

         Section 8. Vacancies.  Any vacancy  occurring in a Committee  resulting
from any cause  whatever may be filled by the vote of a majority of the Board of
Directors.

                                   ARTICLE IV

                                    Officers

         Section 1. Election.  The officers of the Corporation  shall consist of
such of the  following as are elected by the Board of  Directors:  a Chairman of
the Board, a President, an Executive  Vice-President,  a Secretary, a Treasurer,
and such  other  officers  as may be elected  as  provided  in Section 3 of this
Article.  All  officers  shall be elected at the regular  annual  meeting of the
Board of Directors held as soon as practicable  after the  shareholders'  annual
meeting,  and shall hold office  until the next  regular  annual  meeting of the
Board of  Directors  or until their  successors  are elected  and  quality.  The
Chairman of the Board shall be chosen from among the directors.  Any two offices
may be combined in the same person.

         Section 2. Removal of Officers.  Any officer of the  Corporation may be
removed with or without cause, at any time, by the Board of Directors. Vacancies
may be filled at any meeting of the Board of Directors.

         Section 3. Other Officers. Other officers, including one or more Senior
Vice  Presidents,  one  or  more  Vice  Presidents  and  one or  more  Assistant
Secretaries  and Assistant  Treasurers,  may from time to time be elected by the
Board of Directors,  and shall hold office for such term as may be designated by
the Board of  Directors.  The  President  may  appoint  one or more  officers or
assistant officers.

         Section 4.  Duties.  The  officers of the  Corporation  shall have such
duties as  generally  pertain to their  offices,  respectively,  as well as such
powers and duties as are hereinafter  provided and as from time to time shall be
conferred  by the Board of  Directors.  The Board of  Directors  may  require an
officer  to give such bond for the  faithful  performance  of his  duties as the
Board of Directors may see fit.

         Section 5.  Duties of the  Chairman of the Board.  The  Chairman of the
Board,  if any shall have been  elected,  shall  preside at all  meetings of the
Board of Directors and shall perform all duties which customarily pertain to the
office of Chairman  of the Board and such other  duties as from time to time may
be assigned to him by the Board of Directors.

         Section 6. Duties of the  President.  The President  shall be the chief
executive  officer  of  the  Corporation  to  whom  all  other  officers  of the
Corporation,  except the Chairman of the Board,  'shall  report.  The  President
shall have direct  supervision over the business of the  Corporation,  and shall
perform  all  duties  which  customarily  pertain  to the  office  of the  chief
executive  of a  corporation  and such other  duties as from time to time may be
assigned to him by the Board of Directors and, in the absence of the Chairman of
the Board, shall perform the functions of the Chairman.

         Section 7.  Duties of the  Vice-President.  One of the  Vice-Presidents
shall be designated by the Board of Directors as Executive Vice-President,  who,
in the absence of the President,  shall perform the duties of the President. The
Vice-Presidents,  including the Executive Vice-President, shall have such powers
and duties as may from time to time be  conferred  and imposed  upon them by the
Board of Directors, the President or the Executive Vice-President when acting in
the place of the President.

         Section 8. Duties of the Secretary. The Secretary shall give notices of
meetings of shareholders, of the Board of Directors, of the Executive Committee,
if there be one, and of any other committee as required by law and these Bylaws,
shall record the  proceedings  at such meetings  (except that any such committee
may  designate  another  person as acting  secretary  to record the  committee's
proceedings), shall keep or supervise the keeping of records of the ownership of
shares of  capital  stock,  have  custody of the  corporate  seal and all deeds,
leases and contracts to which the Corporation is a party,  and, on behalf of the
Corporation,  shall make such  reports as from time to time are  required by law
except tax returns.

         Section 9. Duties of the  Treasurer.  The Treasurer  shall be the chief
financial  officer and shall be  responsible  for the custody of all  securities
held by the  Corporation  and of all funds  which may come into the  Treasurer's
hands.  The  Treasurer  shall keep,  or  supervise  the keeping of,  appropriate
records and accounts of all moneys of the Corporation  received or disbursed and
shall deposit all moneys and  securities in the name of and to the credit of the
Corporation in such banks and  depositories  as the directors shall from time to
time designate. The Treasurer shall also file or supervise the filing of all tax
returns required by law.

         Section  10.  Other  Duties of  Officers.  In  addition  to the  duties
prescribed  herein and by law, any officer  shall have such other duties as from
time to time shall be prescribed by the Board of Directors,  the  President,  or
the Executive Vice President when acting in the place of the President.

         Section 11.  Compensation.  The Board of Directors shall have authority
to fix the compensation of all officers of the Corporation.

                                    ARTICLE V

                                  Capital Stock

         Section 1. Certificates. Certificates of Capital Stock shall be in such
form as  prescribed  by the  Board  of  Directors  and  executed  in any  manner
permitted by law and stating thereon the information required by law.

         One or more transfer  agents for the capital  stock of the  Corporation
may be appointed by the Board of  Directors  and may be required to  countersign
certificates  representing  such stock. when certificates are countersigned by a
Transfer  Agent,  the signatures of the officers of the  Corporation  affixed to
such certificates may be facsimiles.

         In the event that any officer  whose  signature  or  facsimile  thereof
shall have been used on a stock  certificate shall for any reason cease to be an
officer  of the  Corporation  and such  certificate  shall  not then  have  been
delivered by the Corporation, the Board of Directors may nevertheless adopt such
certificate  and it may then be issued and  delivered  as though such person had
not ceased to be an officer of the Corporation.

         Section 2. Lost. Destroyed and Mutilated  Certificates.  Holders of the
stock of the Corporation shall  immediately  notify the Corporation of any loss,
destruction  or  mutilation  of the  certificate  therefore,  and the  Board  of
Directors may in its discretion  cause one or more new certificates for the same
number of  shares in the  aggregate  to be issued to such  shareholder  upon the
surrender of the mutilated  certificate or upon satisfactory  proof of such loss
or  destruction,  and the  deposit  of a bond in such form and  amount  and with
surety as the Board of Directors may require.

         Section 3.  Transfer of Stock.  The stock of the  Corporation  shall be
transferable  or assignable  only on the books of the Corporation by the holders
in person or by attorney on  surrender of the  certificate  for such shares duly
endorsed and, if sought to be transferred by attorney,  accompanied by a written
power of attorney to have the same  transferred on the books of the Corporation.
The  Corporation  will  recognize,  however,  the exclusive  right of the person
registered on its books as the owner of shares to receive  dividends and to vote
as such owner.

         Section  4.  Fixing  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 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  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 seventy
(70)  days  prior to the date on which the  particular  action,  requiring  such
determination  of  shareholders,  is to be taken. If 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.

                                   ARTICLE VI

                            Miscellaneous Provisions

         Section  1.  Seal.  The  seal of the  Corporation  shall  consist  of a
circular  design,  of which  there may be any number of  counterparts,  with the
words: "Pulaski Furniture  Corporation" around the margin thereof, and the words
"Seal"  arid  "Pulaski,  Virginia"  in  the  center  thereof,  as  shown  in the
impression on the margin hereof, and the same is hereby adopted.

         Section 2. Fiscal Year.  The fiscal year shall be on a 52-53 week basis
and end on a Sunday near the end of October.

         Section 3. Checks.  Notes and Drafts.  Checks,  notes, drafts and other
orders for the payment of money shall be signed by such  persons as the Board of
Directors  from  time to time may  authorize.  when the  Board of  Directors  so
authorizes, the signature of any such person may be a facsimile.

         Section 4. Amendment of Bylaws.  These Bylaws may be amended or altered
by the Board of  Directors.  The Common  Shareholders,  however,  shall have the
power to rescind,  alter,  amend or repeal any Bylaws and to enact Bylaws which,
if expressly so provided,  may not be amended,  altered or repealed by the Board
of Directors.

         Section  5.  Voting  of  Stock  Held.  Unless  otherwise   provided  by
resolution of the Board of Directors or of the Executive Committee,  if any, the
President  may from time to time  appoint an attorney or  attorneys  or agent or
agents of this  Corporation,  to cast the votes  which this  Corporation  may be
entitled to cast as a shareholder or otherwise in any other corporation,  any of
whose stock or securities  may be held by this  Corporation,  at meetings of the
holders  of the  stock or other  securities  of such  other  corporation,  or to
consent in writing to any action by any such other corporation, and may instruct
the  person or persons so  appointed  as to the manner of casting  such votes or
giving such  consent,  and may execute or cause to be executed on behalf of this
Corporation,  such written proxies,  consents,  waivers, or other instruments as
may be necessary or proper in the premises;  or the President may himself attend
any  meeting  of the  holders  of stock or other  securities  of any such  other
corporation  and  there  vote  or  exercise  any or all  other  powers  of  this
Corporation  as the  holders  of such  stock or other  securities  of such other
corporation.

         Section 6. Restriction on Transfer. To the extent that any provision of
the Rights  Agreement  between the Corporation and Sovran Bank,  N.A., as Rights
Agent,  dated  December 3, 1987, is deemed to  constitute a  restriction  on the
transfer of any securities of the Corporation,  including,  without  limitation,
the Rights,  as defined therein,  such restriction is hereby authorized by these
Bylaws.

                                   ARTICLE VII

                       Limit on Liability: Indemnification

         Section 1.  Definitions.  In this Article:

         "Applicant" means the person seeking  indemnification  pursuant to this
Article;  "Expenses" includes counsel fees;  "Liability" means the obligation to
pay a judgment,  settlement,  penalty,  fine,  including any excise tax assessed
with respect to an employee benefit plan, or reasonable  expenses  incurred with
respect to a proceeding;

         "Party"  includes an individual who was, is or is threatened to be made
a named defendant or respondent in a proceeding; and

         "Proceeding" means any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative and whether
formal or informal.

         Section 2.  Limitation  on  Liability.  To the fullest  extent that the
Virginia  Stock  Corporation  Act,  as it  exists  on  the  date  hereof  or may
hereinafter  be amended,  permits the limitation or elimination of the liability
of directors and officers,  no Director or officer of the  Corporation  shall be
liable to the Corporation or its  shareholders for monetary damages with respect
to any transaction, occurrence or course of conduct, whether prior or subsequent
to  the  effective  date  of  this  Article.  Section  3.  Indemnification.  The
Corporation  shall  indemnify  (a)  any  person  who  was or is a  party  to any
proceeding,   including  a  proceeding  brought  by  or  in  the  right  of  the
Corporation,  by reason of the fact that he is or was a  Director  or officer of
the Corporation, or (b) any Director or officer of the Corporation who is or was
serving at the request of the  Corporation  as a director,  trustee,  partner or
officer of another  corporation,  partnership,  joint venture,  trust,  employee
benefit  plan or other  enterprise,  against  any  liability  incurred by him in
connection  with such  proceeding  unless he engaged in willful  misconduct or a
knowing  violation of the criminal  law. A person is considered to be serving an
employee  benefit  plan  at  the  Corporation's  request  if his  duties  to the
Corporation also impose duties on, or otherwise  involve services by, him to the
plan or to participants in or  beneficiaries of the plan. The Board of Directors
is hereby empowered, by a majority vote of a quorum of disinterested  Directors,
to enter into a contract to indemnify  any Director or officer in respect of any
proceeding  arising from any act or omission,  whether occurring before or after
the execution of such contract.

         Section 4. Application: Amendment. The provisions of this Article shall
be  applicable to all  proceedings  commenced  after the adoption  hereof by the
shareholders  of the  Corporation,  arising  from any act or  omission,  whether
occurring before or after such adoption.  No amendment or repeal of this Article
shall have any effect on the rights  provided under this Article with respect to
any act or omission occurring prior to such amendment or repeal. The Corporation
shall promptly take all such actions, and make all such determinations, as shall
be necessary or  appropriate to comply with its obligation to make any indemnity
under this Article and shall promptly pay or reimburse all reasonable  expenses1
including  attorneys'  fees,  incurred by any Director or officer in  connection
with  such  actions  and  determinations  or  proceedings  of any  kind  arising
therefrom.

         Section 5. Termination of Proceeding. The termination of any proceeding
by judgment, order, settlement,  conviction or upon a plea of nolo contendere or
its  equivalent,  shall not of itself  create a  presumption  that the applicant
engaged in willful-misconduct or a knowing violation of the criminal law.

         Section 6.  Determination of Availability.  Any  indemnification  under
Section  3 of this  Article  (unless  ordered  by a court)  shall be made by the
Corporation  only as authorized in the specific case upon a  determination  that
indemnification  of the  applicant  is proper in the  circumstances  because the
applicant  did not engage in willful  misconduct  or a knowing  violation of the
criminal law.

         The determination shall be made:

         (a) By the Board of Directors by a majority vote of a quorum consisting
of Directors not at the time parties to the proceeding;

         (b) If a  quorum  cannot  be  obtained  under  subsection  (a) of  this
section,  by  majority  vote of a  committee  duly  designated  by the  Board of
Directors  (in which  designation  Directors  who are parties may  participate),
consisting  solely  of two or more  Directors  not at the  time  parties  to the
proceeding;

         (c) By special legal counsel:

                  (i) selected by the Board of Directors or its committee in the
manner prescribed in subsection (a) or (b) of this section; or

                  (ii) if a quorum of the Board of Directors  cannot be obtained
under  subsection (a) of this section and a committee cannot be designated under
subsection  (b) of this section,  selected by majority vote of the full Board of
Directors, in which selection Directors who are parties may participate; or

         (d) By the shareholders, but shares owned by or voted under the control
of Directors who are at the time parties to the  proceeding  may not be voted on
the determination.

         Any  evaluation as to the  reasonableness  of expenses shall be made in
the same manner as the determination that indemnification is permissible, except
that if the  determination is made by special legal counsel,  such evaluation as
to  reasonableness  of expenses shall be made by those entitled under subsection
(c) of this section to select counsel.

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

         Section 7. Advances.  (a) The  Corporation may pay for or reimburse the
reasonable  expenses incurred by any applicant who is a party to a proceeding in
advance  of  final   disposition   of  the  proceeding  or  the  making  of  any
determination under Section 6 if:

                    (i)  the  applicant  furnishes  the  Corporation  a  written
statement  of his good  faith  belief  that he has met the  standard  of conduct
described in Section 3; and

                    (ii) the  applicant  furnishes  the  Corporation  a  written
undertaking, executed personally or on his behalf, to repay the advance if it is
ultimately determined that he did not meet such standard of conduct.

         (b) The  undertaking  required by paragraph  (ii) of subsection  (a) of
this section shall be an unlimited general  obligation of the applicant but need
not be secured and may be accepted  without  reference to  financial  ability to
make repayment.

         (c)  Authorizations of payments under this section shall be made in the
manner specified in Section 6.

         Section 8.  Indemnification of Others. The Board of Directors is hereby
empowered, by majority vote of a quorum of disinterested Directors, to cause the
Corporation  to indemnify or contract to indemnify  any person not  specified in
Section 3 of this  Article who was, is or may become a party to any  proceeding,
by reason of the fact that he is or was an employee or agent of the Corporation,
or is or was serving at the request of the  Corporation as a director,  officer,
employee or agent of another  corporation,  partnership,  joint venture,  trust,
employee benefit plan or other enterprise,  to the same extent as if such person
were  specified  as one to whom  indemnification  is  granted  in Section 3. The
provisions  of Sections 4 through 7 of this Article  shall be  applicable to any
indemnification provided hereafter pursuant to this Section 8.

         Section  9.  Insurance.  The  Corporation  may  purchase  and  maintain
insurance  to  indemnify  it against the whole or any  portion of the  liability
assumed by it in accordance with this Article and may also procure insurance, in
such amounts as the Board of Directors  may  determine,  on behalf of any person
who is or was a Director,  officer, employee or agent of the Corporation,  or is
or was  serving  at the  request  of the  Corporation  as a  director,  officer,
employee or agent of another  corporation,  partnership,  joint venture,  trust,
employee  benefit  plan or other  enterprise,  against  any  liability  asserted
against or  incurred by him in any such  capacity or arising  from his status as
such,  whether or not the Corporation  would have power to indemnify him against
such liability under the provisions of this Article.

         Section 10. Further  Indemnity.  Every  reference  herein to Directors,
officers,  employees  or  agents  shall  include  former  Directors,   officers,
employees and agents and their respective heirs,  executors and  administrators.
The  indemnification  hereby provided and.  provided  hereafter  pursuant to the
power hereby  conferred on the Board of Directors  shall not be exclusive of any
other  rights to which any person may be  entitled,  including  any right  under
policies of insurance that may be purchased and maintained by the Corporation or
others,  with  respect to claims,  issues or  matters in  relation  to which the
Corporation  would  not have the  power  to  indemnify  such  person  under  the
provisions of this Article.  Such rights shall not prevent or restrict the power
of the Corporation to make or provide for any further  indemnity,  or provisions
for   determining   entitlement   to   indemnity,   pursuant   to  one  or  more
indemnification  agreements,  bylaws, or other arrangements (including,  without
limitation,  creation of trust funds or security  interests funded by letters of
credit or other means) approved by the Board of Directors (whether or not any of
the Directors of the Corporation  shall be a party to or beneficiary of any such
agreements,  bylaws or arrangements);  provided,  however, that any provision of
such agreements,  bylaws or other  arrangements shall not be effective if and to
the extent that it is  determined  to be contrary to this Article or  applicable
laws of the Commonwealth of Virginia.

         Section 11. Further Board Action.  Any other  provision of this Article
notwithstanding, the Board of Directors shall be empowered to amend this Article
from time to time,  to the extent  permitted by then  applicable  law, to limit,
eliminate  or  extend  the  rights  provided  hereunder,  provided  that no such
amendment  shall limit or reduce the rights  provided  under this  Article  with
respect to any act or omission occurring prior to such amendment.

         Section 12.  Severability.  Each  provision  of this  Article  shall be
severable, and an adverse determination as to any such provision shall in no way
affect the validity of any other provision.

                                  ARTICLE VIII

                                Emergency Bylaws

         The  Emergency  Bylaws  provided in this Article VII shall be operative
during any emergency,  notwithstanding  any different provision in the preceding
Articles of these Bylaws or in the Articles of  Incorporation of the Corporation
or in the Virginia Stock  Corporation Act (other than those provisions  relating
to emergency bylaws). An emergency exists if a quorum of the Corporation's Board
of Directors cannot readily be assembled because of some catastrophic  event. To
the extent not inconsistent with these Emergency Bylaws,  the Bylaws provided in
the preceding Articles shall remain in effect during such emergency and upon the
termination of such  emergency the Emergency  Bylaws shall cease to be operative
unless and until another such emergency shall occur. During any such emergency:

         (a) Any meeting of the Board of Directors  may be called by any officer
of the  Corporation or by a director.  The notice thereof shall specify the time
and place of the  meeting.  To the  extent  feasible,  notice  shall be given in
accord with Section 4 of Article II above,  but notice may be given only to such
ot the  Directors  as it may be feasible to reach at the time,  by such means as
may be feasible at the time, including  publication or radio, and at a time less
than  twenty-four  hours  before the meeting if deemed  necessary  by the person
giving notice.  Notice shall be similarly given, to the extent feasible,  to the
other persons referred to in (b) below.

         (b) At any meeting of the Board of Directors, a quorum shall consist of
a  majority  of the number of  directors  fixed at the time by Article II of the
Bylaws. If the directors  present at any particular  meeting shall be fewer than
the number required for such quorum, other persons present as referred to below,
to the number  necessary to make up such quorum,  shall be deemed  directors for
such  particular  meeting as determined by the following  provisions  and in the
following order of priority:

                    (i) Vice-Presidents not already serving as directors, in the
order of their  seniority of first  election to such offices,  or if two or more
shall have been first  elected to such  offices on the same day, in the order of
their seniority in age;

                    (ii) All other  officers of the  Corporation in the order of
their seniority of first election to such offices,  or if two or more shall have
been  first  elected  to such  offices  on the same  day,  in the order of their
seniority in age; and

                    (iii) Any other  persons that are  designated on a list that
shall have been approved by the Board of Directors  before the  emergency,  such
persons to be taken in such order of priority and subject to such  conditions as
may be provided in the resolution approving the list.

         (c)  The  Board  of  Directors,  during  as  well as  before  any  such
emergency, may provide, and from time to time modify, lines of succession in the
event  that  during  such an  emergency  any or all  officers  or  agents of the
Corporation  shall for any reason be rendered  incapable  of  discharging  their
duties.

         (d)  The  Board  of  Directors,  during  as  well as  before  any  such
emergency,  may,  effective in the emergency,  change the principal  office,  or
designate several alternative offices, or authorize the officers so to do.

         No officer,  director or employee  shall be liable for action  taken in
good faith in accordance with these Emergency Bylaws.

         These Emergency  Bylaws shall be subject to repeal or change by further
action of the Board of Directors or by action of the  shareholders,  except that
no such  repeal or change  shall  modify the  provisions  of the next  preceding
paragraph  with regard to action or inaction prior to the time of such repeal or
change.  Any such  amendment of these  Emergency  Bylaws may make any further or
different provision that may be practical and necessary for the circumstances of
the emergency.