Exhibit
      3.2


**JAMES
      RIVER COAL COMPANY**


**AMENDED
      AND RESTATED BYLAWS**





**Adopted
      May 7, 2004**


**(as
      amended August 22, 2006 to amend Section 2.2 to set number of directors at
      7)**


**(as
      amended November 3, 2006 to amend Section 2.2 to set number of directors at
      6)**







**ARTICLE
      I**


**MEETINGS
      OF SHAREHOLDERS**




**1.1
      Place and Time of Meetings.** Meetings
      of shareholders shall be held at the principal office of the Corporation or
      at
      such place, either within or without the Commonwealth of Virginia, and at such
      time as may be provided in the notice of the meeting and approved by the Board
      of Directors.




**1.2
      Organization and Order of Business.** The
      Chairman or, in the Chairman’s absence, the President shall serve as chairman at
      all meetings of the shareholders. In the absence of both of the foregoing
      persons or if both of them decline to serve, a majority of the shares entitled
      to vote at a meeting may appoint any person entitled to vote at the meeting
      to
      act as chairman. The Secretary or, in the Secretary’s absence, an Assistant
      Secretary, shall act as secretary at all meetings of the shareholders. In the
      event that neither the Secretary nor an Assistant Secretary is present, the
      chairman of the meeting may appoint any person to act as secretary of the
      meeting.




The
      Chairman shall have the authority to make such rules and regulations, to
      establish such procedures and to take such steps as he or she may deem necessary
      or desirable for the proper conduct of each meeting of the shareholders,
      including, without limitation, the authority to make the agenda and to establish
      procedures for (i) dismissing of business not properly presented, (ii)
      maintaining of order and safety, (iii) placing limitations on the time allotted
      to questions or comments on the affairs of the Corporation, (iv) placing
      restrictions on attendance at a meeting by persons or classes of persons who
      are
      not shareholders or their proxies, (v) restricting entry to a meeting after
      the
      time prescribed for the commencement thereof and (vi) commencing, conducting
      and
      closing voting on any matter.




Any
      business which might properly have been conducted on an original meeting date
      may come before an adjourned meeting when reconvened.




**1.3
      Annual Meeting.** The
      annual meeting of shareholders shall be held on such day and convening at such
      time as shall be determined by the Board of Directors of the Corporation.




At
      each
      annual meeting of shareholders, only such business shall be conducted as is
      proper to consider and has been brought before the meeting (i) pursuant to
      the
      Corporation’s notice of the meeting, (ii) by or at the direction of the Board of
      Directors or (iii) by a shareholder who is a shareholder of record of a class
      of
      shares entitled to vote on the business such shareholder is proposing and who
      is
      such a shareholder of record, both at the time of the giving of the
      shareholder’s notice hereinafter described in this Section 1.3 and on the record
      date for such annual meeting, and who complies with the notice procedures set
      forth in this Section 1.3.




1


In
      order
      to bring before an annual meeting of shareholders any business which may
      properly be considered and which a shareholder has not sought to have included
      in the Corporation’s proxy statement for the meeting, a shareholder who meets
      the requirements set forth in the preceding paragraph must give the Corporation
      timely written notice. To be timely, a shareholder’s notice must be given,
      either by personal delivery to the Secretary or an Assistant Secretary at the
      principal office of the Corporation or by first class United States mail, with
      postage thereon prepaid, addressed to the Secretary at the principal office
      of
      the Corporation. Any such notice must be received not less than 90 days before
      the date of the meeting.




Each
      such
      shareholder’s notice shall set forth as to each matter the shareholder proposes
      to bring before the annual meeting (i) the name and address, as they appear
      on
      the Corporation’s stock transfer books, of the shareholder proposing business,
      (ii) the class and number of shares of stock of the Corporation beneficially
      owned by such shareholder, (iii) a representation that such shareholder is
      a
      shareholder of record at the time of the giving of the notice and intends to
      appear in person or by proxy at the meeting to present the business specified
      in
      the notice, (iv) a brief description of the business desired to be brought
      before the meeting, including the complete text of any resolutions to be
      presented and the reasons for wanting to conduct such business and (v) any
      interest which the shareholder may have in such business.




The
      Secretary or Assistant Secretary shall deliver each shareholder’s notice that
      has been timely received to the Chairman for review.




Notwithstanding
      the foregoing provisions of this Section 1.3, a shareholder seeking to have
      a
      proposal included in the Corporation’s proxy statement for an annual meeting of
      shareholders shall comply with the requirements of Regulation 14A under the
      Securities Exchange Act of 1934, as amended from time to time, or with any
      successor regulation.





The
      Chairman of the annual meeting shall, if the facts warrant, determine and
      declare at the meeting that business was not properly brought before the meeting
      and in accordance with the provisions of this Section 1.3 and, if he should
      so
      determine, he shall so declare at the meeting that any such business not
      properly brought before the meeting shall not be transacted.




**1.4
      Special Meetings.** Special
      meetings of the shareholders may be called only by the Chairman, the President
      or the Board of Directors. Only business within the purpose or purposes
      described in the notice for a special meeting of shareholders may be conducted
      at the meeting.




**1.5
      Record Dates.** The
      Board of Directors shall fix, in advance, a record date to make a determination
      of shareholders entitled to notice of or to vote at any meeting of shareholders
      or to receive any dividend or for any purpose, such date to be not more than
      70
      days before the meeting or action requiring a determination of shareholders.
      If
      not otherwise fixed pursuant to the foregoing sentence, the record date shall
      be
      the close of business on the day before the effective date of the notice to
      shareholders.




2


When
      a
      determination of shareholders entitled to notice of or to vote at any meeting
      of
      shareholders has been made, such determination shall be 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 120
      days
      after the date fixed for the original meeting.




**1.6
      Notice of Meetings.** Written
      notice stating the place, day and time of each meeting of shareholders and,
      in
      the case of a special meeting, the purpose or purposes for which the meeting
      is
      called, shall be given not less than 10 nor more than 60 days before the date
      of
      the meeting (except when a different time is required in these Bylaws or by
      law)
      to each shareholder of record entitled to vote at such meeting. Such notice
      shall be deemed to be effective when sent, via mail, email, messenger, telecopy,
      telegraph or other means of written notice.




Notice
      of
      a shareholder’s meeting to act on (i) an amendment of the Articles of
      Incorporation, (ii) a plan of merger, share exchange, domestication or entity
      conversion, (iii) the sale, lease, exchange or other disposition of all or
      substantially all the property of the Corporation otherwise than in the usual
      and regular course of business or (iv) the dissolution of the Corporation,
      shall
      be given, in the manner provided above, not less than 25 nor more than 60 days
      before the date of the meeting. Any notice given pursuant to this section shall
      state that the purpose, or one of the purposes, of the meeting is to consider
      such action and shall be accompanied by (x) a copy of the proposed amendment,
      (y) a copy of the proposed plan of merger, share exchange, domestication or
      entity conversion or (z) a summary of the agreement pursuant to which the
      proposed transaction will be effected. If only a summary of the agreement is
      sent to the shareholders, the Corporation shall also send a copy of the
      agreement to any shareholder who requests it.




If
      a
      meeting is adjourned to a different date, time or place, notice need not be
      given if the new date, time or place is announced at the meeting before
      adjournment. However, if a new record date for an adjourned meeting is fixed,
      notice of the adjourned meeting shall be given to shareholders as of the new
      record date unless a court provides otherwise.




Notwithstanding
      the foregoing, no notice of a meeting of shareholders need be given to a
      shareholder if (i) an annual report and proxy statements for two consecutive
      annual meetings of shareholders or (ii) all, and at least two, checks in payment
      of dividends or interest on securities during a 12-month period, have been
      sent
      by first-class United States mail, with postage thereon prepaid, addressed
      to
      the shareholder at his or her address as it appears on the share transfer books
      of the Corporation, and returned undeliverable. The obligation of the
      Corporation to give notice of meetings of shareholders to any such shareholder
      shall be reinstated once the Corporation has received a new address for such
      shareholder for entry on its share transfer books.




**1.7
      Waiver of Notice; Attendance at Meeting.** A
      shareholder may waive any notice required by law, the Articles of Incorporation
      or these Bylaws before or after the date and time of the meeting that is the
      subject of such notice. The waiver shall be in writing, be signed by the
      shareholder entitled to the notice and be delivered to the Secretary for
      inclusion in the minutes or filing with the corporate records.




3


A
      shareholder’s attendance at a meeting (i) waives objection to lack of notice or
      defective notice of the meeting unless the shareholder, at the beginning of
      the
      meeting, objects to holding the meeting or transacting business at the meeting
      and (ii) waives objection to consideration of a particular matter at the meeting
      that is not within the purpose or purposes described in the meeting notice
      unless the shareholder objects to considering the matter when it is presented.




**1.8
      Quorum and Voting Requirements.** Unless
      otherwise required by law, a majority of the votes entitled to be cast on a
      matter constitutes a quorum for action on that matter. Once a share is
      represented for any purpose at a meeting, it is deemed present for quorum
      purposes for the remainder of the meeting and for any adjournment of that
      meeting unless a new record date is or shall be set for that adjourned meeting.
      If a quorum exists, action on a matter, other than the election of directors,
      is
      approved if the votes cast favoring the action exceed the votes cast opposing
      the action unless a greater number of affirmative votes is required by law.
      Directors shall be elected by a plurality of the votes cast by the shares
      entitled to vote in the election at a meeting at which a quorum is present.
      Less
      than a quorum may adjourn a meeting.




**1.9
      Proxies.** A
      shareholder may vote his or her shares in person or by proxy. A shareholder
      may
      appoint a proxy to vote or otherwise act for such shareholder by signing an
      appointment form, either personally or by his or her attorney-in-fact. An
      appointment of a proxy is effective when received by the Secretary or other
      officer or agent authorized to tabulate votes and is valid for eleven (11)
      months unless a longer period is expressly provided in the appointment form.
      An
      appointment of a proxy is revocable by the shareholder unless the appointment
      form conspicuously states that it is irrevocable and the appointment is coupled
      with an interest.




The
      death
      or incapacity of the shareholder appointing a proxy does not affect the right
      of
      the Corporation to accept the proxy’s authority unless notice of the death or
      incapacity is received by the Secretary or other officer or agent authorized
      to
      tabulate votes before the proxy exercises his or her authority under the
      appointment. An irrevocable appointment is revoked when the interest with which
      it is coupled is extinguished. A transferee for value of shares subject to
      an
      irrevocable appointment may revoke the appointment if the transferee did not
      know of its existence when the shares were acquired and the existence of the
      irrevocable appointment was not noted conspicuously on the certificate
      representing the shares or on the information statement for shares without
      certificates. Subject to any legal limitations on the right of the Corporation
      to accept the vote or other action of a proxy and to any express limitation
      on
      the proxy’s authority appearing on the face of the appointment form, the
      Corporation is entitled to accept the proxy’s vote or other action as that of
      the shareholder making the appointment. Any fiduciary who is entitled to vote
      any shares may vote such shares by proxy.




**1.10
      Voting List.** The
      officer or agent having charge of the share transfer books of the Corporation
      shall make, at least ten days before each meeting of shareholders, a complete
      list of the shareholders entitled to vote at such meeting or any adjournment
      thereof, with the address of and the number of shares held by each. For a period
      of ten days prior to the meeting, such list shall be kept on file at the
      registered office of the Corporation or at its principal office or at the office
      of its transfer agent or registrar and shall be subject to inspection by any
      shareholder at any time during usual business hours. Such list shall also 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 purpose thereof. The original share transfer books shall be prima facie
      evidence as to which shareholders are entitled to examine such list or transfer
      books or to vote at any meeting of the shareholders. The right of a shareholder
      to inspect such list prior to the meeting shall be subject to the conditions
      and
      limitations set forth by law. If the requirements of this section have not
      been
      substantially complied with, the meeting shall, on the demand of any shareholder
      in person or by proxy, be adjourned until such requirements are met. Refusal
      or
      failure to prepare or make available the shareholders’ list does not affect the
      validity of action taken at the meeting prior to the making of any such demand,
      but any action taken by the shareholders after the making of any such demand
      shall be invalid and of no effect.




4


**ARTICLE
      II**


**DIRECTORS**




**2.1
      General Powers.** The
      Corporation shall have a Board of Directors. All corporate powers shall be
      exercised by or under the authority of, and the business and affairs of the
      Corporation managed under the direction of, its Board of Directors, and such
      officers and agents as the Board of Directors may elect to employ, subject
      to
      any limitation set forth in the Articles of Incorporation.




**2.2
      Number and Term.** The
      number of directors shall be six (6). This number may be increased or decreased
      from time to time by amendment to these Bylaws to the extent permitted by law
      and by the Corporation’s Articles of Incorporation. Except as provided in
      Section 2.5, directors shall be elected for terms of up to three (3) years
      in
      the manner set forth in the Articles of Incorporation and shall serve until
      the
      election of their successors. No decrease in the number of directors shall
      have
      the effect of changing the term of any incumbent director. Unless a director
      resigns or is removed by the majority vote of the shareholders, every director
      shall hold office for the term elected or until a successor to such director
      shall have been elected.




**2.3
      Nomination of Directors.** Nominations
      for the election of directors may be made by the Board of Directors or by any
      shareholder entitled to vote in the election of directors generally. However,
      any such shareholder may nominate one or more persons for election as directors
      at a meeting only if written notice of such shareholder’s intent to make such
      nomination or nominations has been given, either by personal delivery or by
      United States mail, postage prepaid, to the Secretary of the Corporation not
      later than (i) with respect to an election to be held at an annual meeting
      of
      shareholders, 120 days in advance of such meeting or (ii) with respect to a
      special meeting of shareholders for the election of directors, the close of
      business on the seventh day following the date on which notice of such meeting
      is first given to shareholders.




Each
      such
      notice shall set forth: (a) the name and address of the shareholder who intends
      to make the nomination and of the person or persons to be nominated; (b) a
      representation that the shareholder is a holder of record of stock of the
      Corporation entitled to vote at such meeting and intends to appear in person
      or
      by proxy at the meeting to nominate the person or persons specified in the
      notice; (c) a description of all arrangements or understandings between the
      shareholder and each nominee and any other person or persons (naming such person
      or persons) pursuant to which the nomination or nominations are to be made
      by
      the shareholder; (d) such other information regarding each nominee proposed
      by
      such shareholder as would be required to be included in a proxy statement filed
      pursuant to the proxy rules of the Securities and Exchange Commission, had
      the
      nominee been nominated, or intended to be nominated, by the Board of Directors;
      and (e) the consent of each nominee to serve as a director of the Corporation
      if
      so elected. The Chairman may refuse to acknowledge the nomination of any person
      not made in compliance with the foregoing procedure.




5


**2.4
      Election.** Except
      as
      provided in Section 2.5, the directors shall be elected by the holders of the
      common shares at each annual meeting of shareholders or at a special meeting
      called for such purpose. Those persons who receive the greatest number of votes
      shall be deemed elected even though they do not receive a majority of the votes
      cast. No individual shall be named or elected as a director without such
      individual’s prior consent.




**2.5
      Removal; Vacancies.** The
      shareholders may remove one or more directors with or without cause. If a
      director is elected by a voting group, only the shareholders of that voting
      group may elect to remove the director. Unless the Articles of Incorporation
      require a greater vote, a director may be removed if the number of votes cast
      to
      remove the director constitutes a majority of the votes entitled to be cast
      at
      an election of directors of the voting group or voting groups by which such
      director was elected. A director may be removed by the shareholders only at
      a
      meeting called for the purpose of removing such director and the meeting notice
      must state that the purpose, or one of the purposes, of the meeting is removal
      of the director.




A
      vacancy
      on the Board of Directors, including a vacancy resulting from the removal of
      a
      director or an increase in the number of directors, may be filled by (i) the
      shareholders, (ii) the Board of Directors or (iii) if the directors remaining
      in
      office constitute fewer than a quorum of the Board of Directors, the affirmative
      vote of a majority of the remaining directors, and may, in the case of a
      resignation that will become effective at a specified later date, be filled
      before the vacancy occurs, but the new director may not take office until the
      vacancy occurs. Any director elected by the Board of Directors shall serve
      until
      the next annual meeting of shareholders or until the election of a successor
      to
      such director.




**2.6
      Regular Meetings.** Regular
      meetings shall be held at such times and at such places, within or without
      the
      Commonwealth of Virginia, as the Chairman, the President or the Board of
      Directors shall designate from time to time. If no place is designated, regular
      meetings shall be held at the principal office of the Corporation.




**2.7
      Special Meetings.** Special
      meetings of the Board of Directors may be called by the President, the Board
      of
      Directors or any two Directors of the Corporation and shall be held at such
      times and at such places, within or without the Commonwealth of Virginia, as
      the
      person or persons calling the meetings shall designate. If no such place is
      designated in the notice of a meeting, it shall be held at the principal office
      of the Corporation.




**2.8
      Notice of Meetings.** No
      notice need be given of regular meetings of the Board of Directors if the time
      and place have been given at a previous meeting.




Subject
      to applicable law, notices of special meetings of the Board of Directors (and
      regular meetings of the Board of Directors for which prior notice has not been
      given) shall be given to each director in person or delivered to his or her
      residence or business address (or such other place as the director may have
      directed in writing) not less than twenty-four (24) hours before the meeting,
      by
      mail, email, messenger, telecopy, telegraph or other means of written
      communication or by telephoning such notice to the director. Any such notice
      shall set forth the time and place of the meeting.




6


**2.9
      Waiver of Notice; Attendance at Meeting.** A
      director may waive any notice required by law, the Articles of Incorporation
      or
      these Bylaws before or after the date and time stated in the notice and such
      waiver shall be equivalent to the giving of such notice. Except as provided
      in
      the next paragraph of this section, the waiver shall be in writing, signed
      by
      the director entitled to the notice and filed with the minutes or corporate
      records.




A
      director’s attendance at or participation in a meeting waives any required
      notice to such director of the meeting unless the director, at the beginning
      of
      the meeting or promptly upon arrival, objects to holding the meeting or
      transacting business at the meeting and does not thereafter vote for or assent
      to action taken at the meeting.




**2.10
      Quorum; Voting.** A
      majority of the number of directors fixed in these Bylaws shall constitute
      a
      quorum for the transaction of business at a meeting of the Board of Directors.
      If a quorum is present when a vote is taken, the affirmative vote of a majority
      of the directors present is the act of the Board of Directors. A director who
      is
      present at a meeting of the Board of Directors or a committee of the Board
      of
      Directors when corporate action is taken is deemed to have assented to the
      action taken unless (i) the director objects, at the beginning of the meeting
      or
      promptly upon arrival, to holding it or transacting specified business at the
      meeting or (ii) the director votes against or abstains from the action taken.




**2.11
      Telephonic Meetings.** The
      Board of Directors may permit any or all directors to participate in a regular
      or special meeting by, or conduct the meeting through the use of, any means
      of
      communication by which all directors participating may simultaneously hear
      each
      other during the meeting. A director participating in a meeting by this means
      is
      deemed to be present in person at the meeting.




**2.12
      Action Without Meeting.** Action
      required or permitted to be taken at a meeting of the Board of Directors may
      be
      taken without a meeting if the action is taken by all members of the Board.
      The
      action shall be evidenced by one or more written consents stating the action
      taken, signed by each director either before or after the action is taken and
      included in the minutes or filed with the corporate records. Action taken under
      this section shall be effective when the last director signs the consent unless
      the consent specifies a different effective date in which event the action
      taken
      is effective as of the date specified therein provided the consent states the
      date of execution by each director.




**2.13
      Compensation.** Directors shall not receive a stated salary for their services, but directors
      may be paid a fixed sum and expenses for attendance at any regular or special
      meeting of the Board of Directors or any meeting of any Committee and such
      other
      compensation as the Board of Directors shall determine. A director may serve
      or
      be employed by the Corporation in any other capacity and receive compensation
      thereafter.




7


**2.14
      Chairman and Vice Chairman.** The
      Chairman of the Board, if one is designated by the Board of Directors, shall
      preside at all meetings of the Board and of shareholders and perform such other
      duties as the Board shall assign from time to time. The Vice Chairman of the
      Board, if one is designated by the Board of Directors, shall at the request
      of
      or in the absence of the Chairman of the Board, preside at meetings of the
      Board
      and of shareholders and, when requested to do so by the Board, shall perform
      all
      of the functions of the Chairman of the Board during the absence or incapacity
      of the latter.




**ARTICLE
      III**


**COMMITTEES
      OF DIRECTORS**




**3.1
      Committees.** The
      Board
      of Directors may create one or more committees and appoint members of the Board
      of Directors to serve on them. Unless otherwise provided in these Bylaws, each
      committee shall have two or more members who serve at the pleasure of the Board
      of Directors. The creation of a committee and appointment of members to it
      shall
      be approved by a majority of all of the directors in office when the action
      is
      taken.




**3.2
      Authority of Committees.** To the
      extent specified by the Board of Directors, each committee may exercise the
      authority of the Board of Directors, except that a committee may not (i) approve
      or recommend to shareholders action that is required by law to be approved
      by
      shareholders, (ii) fill vacancies on the Board of Directors or on any of its
      committees, (iii) amend the Articles of Incorporation, (iv) adopt, amend, or
      repeal these Bylaws, (v) approve a plan of merger not requiring shareholder
      approval, (vi) authorize or approve a distribution, except according to a
      general formula or method prescribed by the Board of Directors or (vii)
      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.





**3.3
      Audit Committee.** The
      Board
      of Directors shall appoint an Audit Committee, which shall be composed of at
      least three members of the Board, all of whom have no relationship to the
      Corporation that would, in the opinion of the Board of Directors, interfere
      with
      the exercise of their independence from management and the Corporation. In
      addition, the members of the Committee shall satisfy the requirements for audit
      committee membership imposed by any stock exchange or association on which
      the
      Corporation’s common stock is listed on audit committees of listed public
      companies and any eligibility requirements of the Securities and Exchange
      Commission with regard to companies whose securities are registered under the
      Securities Exchange Act of 1934, as amended. The Audit Committee shall assist
      the Board of Directors in fulfilling its responsibility relating to the
      corporate accounting and reporting practices of the Corporation. Subject to
      the
      approval of the Board of Directors, the Audit Committee shall adopt and from
      time to time assess and revise a written charter which will specify how the
      Committee will carry out its responsibilities and such other matters as the
      Board and the Audit Committee determine are necessary or desirable.





8




**3.4
      Committee Meetings; Miscellaneous.** The
      provisions of these Bylaws which govern meetings, action without meetings,
      notice and waiver of notice, and quorum and voting requirements of the Board
      of
      Directors shall apply to committees of directors and their members as well.





**ARTICLE
      IV**


**OFFICERS**




**4.1
      Officers.** The
      officers of the Corporation shall be a President, a Secretary, a Chief
      Accounting Officer, and, in the discretion of the Board of Directors or the
      President, one or more Vice-Presidents and such other officers as may be deemed
      necessary or advisable to carry on the business of the Corporation. Any two
      or
      more offices may be held by the same person.




**4.2
      Election; Term.** Officers
      shall be elected by the Board of Directors. The President may, from time to
      time, appoint other officers. Officers elected by the Board of Directors shall
      hold office, unless sooner removed, until the next annual meeting of the Board
      of Directors or until their successors are elected. Officers appointed by the
      President shall hold office, unless sooner removed, until their successors
      are
      appointed. The action of the President in appointing officers shall be reported
      to the next regular meeting of the Board of Directors after it is taken. Any
      officer may resign at any time upon written notice to the Board of Directors
      or
      the President and such resignation shall be effective when notice is delivered
      unless the notice specifies a later effective date.




**4.3
      Removal of Officers.** The
      Board of Directors may remove any officer at any time, with or without cause.
      The President may remove any officer he appointed by the President at any time,
      with or without cause. Such action shall be reported to the next regular meeting
      of the Board of Directors after it is taken.




**4.4
      Duties of the President.** The
      President shall be the Chief Executive Officer of the Corporation. In the
      absence of the Chairman of the Board and the Vice Chairman of the Board, the
      President, shall preside at all meetings of the Board of Directors and
      shareholders, shall have power to call special meetings of the shareholders
      and
      directors for any purpose; may hire, appoint and discharge employees and agents
      of the Corporation and fix their compensation; may make and sign deeds,
      mortgages, deeds of trust, notes, leases, powers of attorney, contracts and
      agreements in the name and on behalf of the Corporation; shall have power to
      carry into effect all directions of the Board of Directors; and shall have
      general supervision of the business of the Corporation, except as may be limited
      by the Board of Directors, the Articles of Incorporation, or these bylaws.




**4.5
      Duties of the Vice President.** Such
      Vice Presidents, in the order designated by the Board of Directors from time
      to
      time, shall exercise all of the functions of the President during the absence
      or
      incapacity of the latter and shall perform such other duties as may be assigned
      to them by the Board of Directors or the President.




**4.6
      Duties of the Secretary.** The
      Secretary shall be the ex-officio clerk of the Board of Directors and shall
      give, or cause to be given, notices of all meetings of shareholders and
      directors, and all other notices required by law or by these Bylaws. The
      Secretary shall record the proceedings of the meetings of the shareholders,
      Board of Directors and committees of the Board of Directors, in books kept
      for
      that purpose and shall keep the seal of the Corporation and attach it to all
      documents requiring such impression unless some other officer is designated
      to
      do so by the Board of Directors. The Secretary shall also perform such other
      duties as may be assigned by the Board of Directors or the President.




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**4.7
      Duties of the Chief Accounting Officer.** The
      Chief Accounting Officer shall keep or cause to be kept full and accurate books
      of account, and may make and sign deeds, mortgages, deeds of trust, notes,
      leases, contracts and agreements in the name and on behalf of the Corporation.
      Whenever required by the Board of Directors or the President, the Chief
      Accounting Officer shall render a financial statement showing all transactions
      of the Corporation and the financial condition of the Corporation.




**4.8
      Duties of the Assistant Secretary.** There
      may be one or more Assistant Secretaries who shall exercise all of the functions
      of the Secretary during the absence or incapacity of the latter and such other
      duties as may be assigned from time to time by the Board of Directors or the
      President.




**4.9
      Duties of Other Officers.** The
      other officers of the Corporation, which may include Assistant Vice Presidents,
      a Treasurer, Assistant Treasurers, a Controller or Assistant Controllers, shall
      have such authority and perform such duties as shall be prescribed by the Board
      of Directors or by officers authorized by the Board of Directors to appoint
      them
      to their respective offices. To the extent that such duties are not so stated,
      such officers shall have such authority and perform the duties which generally
      pertain to their respective offices, subject to the control of the President
      or
      the Board of Directors.




**4.10
      Voting Securities of Other Corporations.** Unless
      otherwise provided by the Board of Directors, each of the President, in the
      name
      and on behalf of the Corporation, may appoint from time to time himself or
      herself or any other person (or persons) proxy, attorney or agent for the
      Corporation to cast the votes which the Corporation may be entitled to cast
      as a
      shareholder, member or otherwise in any other corporation, partnership or other
      legal entity, domestic or foreign, whose stock, interests or other securities
      are held by the Corporation, or to consent in writing to any action by such
      other entity, or to exercise any or all other powers of this Corporation as
      the
      holder of the stock, interests or other securities of such other entity. The
      President 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 the Corporation and under its corporate seal such written
      proxies, consents, waivers, or other instruments as may be deemed necessary
      or
      proper. The President may attend any meeting of the holders of stock, interests
      or other securities of any such other entity and vote or exercise any or all
      other powers of this Corporation as the holder of the stock, interest or other
      securities of such other entity.




**4.11
      Compensation.** The
      compensation of all officers of the Corporation shall be fixed by the Board
      of
      Directors or a committee thereof.




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**4.12
      Bonds.** The
      Board of Directors may require that any or all officers, employees and agents
      of
      the Corporation give bond to the Corporation, with sufficient sureties,
      conditioned upon the faithful performance of the duties of their respective
      offices or positions.




**ARTICLE
      V**


**EVIDENCE
      OF SHARES**




**5.1
      Form.** Shares
      of the Corporation shall, when fully paid, be evidenced by certificates
      containing such information as is required by law and approved by the Board
      of
      Directors. Alternatively, the Board of Directors may authorize the issuance
      of
      some or all shares without certificates. In such event, within a reasonable
      time
      after issuance, the Corporation shall mail to the shareholder a written
      confirmation of its records with respect to such shares containing the
      information required by law. When issued, certificates shall be signed by the
      Chairman of the Board, the President or a Vice President designated by the
      Board
      and the Secretary or an Assistant Secretary and may (but need not) be sealed
      with the seal of the Corporation. The seal of the Corporation and any or all
      of
      the signatures on a share certificate may be facsimile. If any officer, transfer
      agent or registrar who has signed or whose facsimile signature has been placed
      upon a certificate shall have ceased to be such officer, transfer agent or
      registrar before such certificate is issued, it may be issued by the Corporation
      with the same effect as if such individual were such officer, transfer agent
      or
      registrar on the date of issue.




**5.2
      Transfer.** The
      Board of Directors may make rules and regulations concerning the issue,
      registration and transfer of shares and/or certificates representing the shares
      of the Corporation. Transfers of shares and/or of the certificates representing
      such shares shall be made upon the books of the Corporation by surrender of
      the
      certificates representing such shares, if any, accompanied by written
      assignments given by the record owners thereof or their attorneys-in-fact.




**5.3
      Restrictions on Transfer.** A lawful
      restriction on the transfer or registration of transfer of shares is valid
      and
      enforceable against the holder or a transferee of the holder if the restriction
      complies with the requirements of law and its existence is noted conspicuously
      on the front or back of any certificate representing the shares or has been
      otherwise communicated in accordance with the requirements of law. Unless so
      noted or communicated, a restriction is not enforceable against a person without
      knowledge of the restriction.




**5.4
      Lost or Destroyed Share Certificates.** The
      Corporation may issue a new share certificate or a written confirmation of
      its
      records with respect to shares in the place of any certificate theretofore
      issued which is alleged to have been lost or destroyed and may require the
      owner
      of such certificate, or such owner’s legal representative, to give the
      Corporation a bond, with or without surety, or such other agreement, undertaking
      or security as the Board of Directors shall determine is appropriate, to
      indemnify the Corporation against any claim that may be made against it on
      account of the alleged loss or destruction or the issuance of any such new
      certificate.




**5.5
      Registered Shareholders.** The
      Corporation shall be entitled to treat the holder of record of any share or
      shares of stock as the owner thereof and, accordingly, shall not be bound to
      recognize any equitable or other claim to or interest in such share or shares
      on
      the part of any other person. The Corporation shall not be liable for
      registering any transfer of shares which are registered in the name of a
      fiduciary unless done with actual knowledge of facts which would cause the
      Corporation’s action in registering the transfer to amount to bad faith.




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**ARTICLE
      VI**


**INDEMNIFICATION**




**6.1** **Extent
      of Indemnification** . **** To
      the
      full extent that the Virginia Stock Corporation Act, as it exists on the date
      hereof or may hereafter be amended, permits the limitation or elimination of
      the
      liability of directors or officers, a director or officer of the Corporation
      shall not be liable to the Corporation or its stockholders for monetary
      damages.




To
      the
      full extent permitted and in the manner prescribed by the Virginia Stock
      Corporation Act and any other applicable law, the Corporation shall indemnify
      a
      director or officer of the Corporation who is or was a party to any proceeding
      by reason of the fact that he or she is or was such a director or officer 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. The Board of Directors is empowered
      to contract to indemnify any director or officer.




The
      Board
      of Directors is empowered to cause the Corporation to indemnify or contract
      in
      advance to indemnify any person not specified in the preceding paragraph of
      this
      Article 6.1 who was or is 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 the preceding paragraph of this Article
      6.1. ****




**6.2
      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 such person
      in
      any such capacity or arising from his status as such, whether or not the
      Corporation would have power to indemnify him or her against such liability
      under the provisions of this Article. ****




**6.3
      Miscellaneous.** The
      provisions of this Article VI shall be applicable to all actions, claims, suits
      or proceedings commenced after the adoption hereof, whether arising from any
      action taken or failure to act before or after such adoption. No amendment,
      modification or repeal of this Article shall diminish the rights provided hereby
      or diminish the right to indemnification with respect to any claim, issue or
      matter in any then pending or subsequent proceeding that is based in any
      material respect on any alleged action or failure to act prior to such
      amendment, modification or repeal. Reference herein to directors, officers,
      employees or agents shall include former directors, officers, employees and
      agents and their respective heirs, executors and administrators. ****




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**ARTICLE
      VII**


**MISCELLANEOUS
      PROVISIONS**





**7.1
      Corporate Seal.** The
      corporate seal of the Corporation, if any, shall be in such form as shall be
      approved from time to time by the Board of Directors.




**7.2
      Fiscal Year.** The
      fiscal year of the Corporation shall begin on January 1 of each year and end on
      December 31 of such year.




**7.3
      Amendments.** The
      power to alter, amend or repeal the Bylaws or adopt new bylaws shall be vested
      in the Board of Directors unless otherwise provided in the Articles of
      Incorporation. Bylaws adopted by the Board of Directors may be repealed or
      changed or new bylaws adopted by the shareholders, and the shareholders may
      prescribe that any bylaw adopted by them may not be altered, amended or repealed
      by the Board of Directors.




**7.4
      General.** Any
      matters not specifically covered by these Bylaws shall be governed by the
      applicable provisions of the Code of Virginia in force at the time.





Adopted
      as of May 7, 2004 (as amended August 22, 2006 and November 3, 2006)





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