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                                                                      EXHIBIT 32

                                     BYLAWS
                                       OF
                          CNB FINANCIAL SERVICES, INC.

                               ARTICLE I. OFFICES

          The principal offices of the Corporation shall be located in the Town
of Berkeley Springs, County of Morgan, 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 first Wednesday in the month of April in each year, at
12:30 p.m., local time, or at such other time on such other day 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.

          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


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Board of Directors, and shall be called by the President at the request of the
holders of not less than one-tenth 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 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.

          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.


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          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
in 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.

          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 principal 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.


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          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 2009, another class to be originally elected for a
term expiring at the Annual Meeting of Shareholders to be held in 2010, and
another class to be originally elected for a term expiring at the Annual Meeting
of Shareholders to be held in 2011, 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 a majority of the Board of 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.

          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
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.


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          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, provided that
such director is elected at the next election of directors, 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
directors 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.

          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 or 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. Committees.


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          (a)Appointment. The Board of Directors, by resolution adopted by a
majority of the full board, may establish an Executive Committee and such other
standing or special committees of the board as it may deem advisable, each of
which shall consist of two or more members of the Board of Directors. The
designation of a committee and the delegation thereto of authority shall not
operate to relieve the Board of Directors, or any member thereof, of any
responsibility imposed by law.

          (b)Authority. The Executive Committee, when the Board of Directors is
not in session shall have and may exercise all of the authority of the Board of
Directors except to the extent, if any, that such authority shall be limited by
the resolution appointing the Executive Committee and except also that the
Executive Committee shall not have the authority of the Board of Directors in
reference to amending the Articles of Incorporation, adopting a plan of merger
or consolidation, recommending to the shareholders the sale, lease or other
disposition of all or substantially all of the property and assets of the
Corporation otherwise than in the usual and regular course of its business,
recommending to the shareholders a voluntary dissolution of the Corporation or a
revocation thereof, or amending the bylaws of the Corporation. The authority of
other committees of the board shall be set forth in the resolutions, as amended
from time to time, establishing the same.

          (c)Tenure and Qualifications. Committees of the board shall consist
only of members of the Board of Directors. Each member of the Executive
Committee shall hold office until the next regular annual meeting of the Board
of Directors following his designation and until his successor is designated as
a member of the Executive Committee and is elected and qualified. The tenure of
members of other committees of the board shall be set forth in the resolutions,
as amended from time to time, establishing the same.

          (d)Meetings. Regular meetings of the committees of the board may be
held without notice at such times and places as each committee may fix from time
to time by resolution. Special meetings of any committee may be called by any
member thereof upon not less than one day's notice stating the place, date and
hour of the meeting, which notice may be written or oral, and if mailed at least
five days prior to the date of the meeting, shall be deemed to be delivered when
deposited in the United States mail addressed to the member of the committee at
his business address. Any member of a committee may waive notice of any meeting
and no notice of any meeting need be given to any member thereof who attends in
person. The notice of a meeting of a committee need not state the business
proposed to be transacted at the meeting.

          (e)Quorum. A majority of the members of a committee shall constitute a
quorum for the transaction of business at any meeting thereof, and action of the
committee must be authorized by the affirmative vote of a majority of the
members present at a meeting at which a quorum is present.

          (f)Action Without a Meeting. Any action required or permitted to be
taken by a committee 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
members of the committee.

          (g)Vacancies. Any vacancy in a committee may be filled by a resolution
adopted by a majority of the full Board of Directors.

          (h)Resignations and Removal. Any member of a committee may be removed
at any time with or without cause by resolution adopted by a majority of the
full Board of Directors. Any member of a committee may resign from the committee
at any time by giving written notice


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to the President or Secretary of the Corporation, and unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make it
effective.

          (i)Procedure. A committee shall elect a presiding officer from its
members and may fix its own rules of procedure which shall not be inconsistent
with these bylaws. It shall keep regular minutes of its proceedings and report
the same to the Board of Directors for its information at the meeting thereof
held next after the proceedings shall have been taken.

          Section 16. Evaluation of Business Combinations. The Board of
Directors of the Corporation, when evaluating any offer of another party to (a)
make a tender or exchange offer for any equity security of the Corporation, (b)
merge or consolidate the Corporation with such party or an affiliate thereof, or
(c) purchase or otherwise acquire all or substantially all of the properties and
assets of the Corporation, shall, in connection with the exercise of its
judgment in determining what is in the best interests of the Corporation, give
due consideration to all relevant factors, including, without limitation, the
social and economic effects on the employees, customers and other constituents
of the Corporation and its subsidiaries and on the communities in which the
Corporation and its subsidiaries are located.

          Section 17. Removal. Any Director may be removed from office, with or
without cause and only by the affirmative vote of the holders of 75% 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 l. 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.

          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.


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          Section 5.Chairman of the Board; President; Executive Vice President.
The Chairman of the Board, the President, or the Executive Vice 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, the President or the Executive Vice President be
designated as the principal executive officer of the Corporation the others
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, the President or the Executive Vice 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, the President and
the Executive Vice 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, President and Executive Vice 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,
President, and Executive Vice President, and when so acting, shall have all the
powers of and be subject to all the restrictions upon the Chairman of the Board,
President and Executive Vice 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 the Board of Directors.

          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 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.


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

             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 canceled and
no new certificate shall be issued until the former certificate for a like
number of shares shall have been surrendered and canceled, except in case of a
lost, destroyed or mutilated certificate a new one may be issued


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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.

                             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


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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 the Corporation.


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