**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)**
 **(as
        amended August 7, 2007 to amend Section 3.4 to allow shorter notice period
        for
        committee meetings)**
 
  **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
  4
  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.
  **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
  5
  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.
  **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.
  6
   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.
  **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.
        Notwithstanding the foregoing, the Board may provide for a notice period
        for
        meetings of any committee of the Board that is shorter than the notice period
        required for a Board meeting in Section 2.8 of these Bylaws.
 
 **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.
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   **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.
  **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.
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   **4.11
        Compensation.** The compensation of all officers of the Corporation shall be fixed by the
        Board
        of Directors or a committee thereof.
  **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.
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   **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.
  **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, November 3, 2006 and August
        7,
        2007)
 
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