Section 1.1.    Annual Meetings.

A.	The annual meeting of the shareholders of the
Corporation shall be held at such a place as may be decided by,
the Board of Directors on a date during the month of July, August
or September of each and every year, the exact date, place and
hour to be fixed by the Board of Directors.

B.	At the annual meeting of the shareholders of the
Corporation, Directors shall be elected and reports of the affairs
of the Corporation shall be received and considered.  Any other
business may be transacted which is within the powers of the
shareholders, except that, if any shareholder shall bring new
business before the annual meeting, the shareholder must give
advance notice as set forth in Section 1.6 of these Bylaws.

C.	The Board of Directors may designate any place,
either within or without the Commonwealth of Virginia, as the
place of meeting for any annual meeting or for any special
meeting.  If no place is designated by the Board, the place of
meeting shall be the principal office of the Corporation.

Section 1.2.    Special Meetings.  Subject to the rights of
the holders of any class or series of preferred stock of the
Corporation, special meetings of shareholders of the Corporation
may be called only by the Chairman of the Board of Directors, the
President, or the Board of Directors pursuant to a resolution
adopted by a majority of the total number of directors which the
Corporation would have if there were no vacancies on the Board of
Directors (hereinafter the "Whole Board").

Section 1.3.    Notice of Meetings.  Notice of the time and
place of every annual meeting or special meeting shall be mailed
to each Shareholder of record entitled to vote at the meeting at
his address as it appears on the records of the Corporation not
less than ten (10) nor more than sixty (60) days before the date
of such meeting (except as a different time may be specified by
law).

Section 1.4.    Quorum.  A majority of the votes entitled to
be cast on a matter by a voting group constitutes a quorum of such
voting group for action on such matter.  If there is not a quorum
at the time for which a meeting shall have been called, the
meeting may be adjourned from time to time by a majority of the
shareholders present or represented by proxy without notice, other
than by announcement at the meeting, until there is a quorum.

Section 1.5.    Voting.  Except as the Articles of
Incorporation otherwise provide, at any meeting of the
shareholders, each outstanding share, regardless of class, is
entitled to one vote on each matter voted on at a shareholders'
meeting.

Section 1.6.    Conduct of Business.

A.    The chairman of any meeting of shareholders shall determine the order of business and the procedure at the meeting, including
such regulation of the manner of voting and the conduct of
discussion as seem to him or her in order.

B.    At any annual meeting of the shareholders, only such business shall be conducted as shall have been brought before the
meeting (i) by or at the direction of the Board of Directors or
(ii) by any shareholder of the Corporation who is entitled to vote
with respect thereto and who complies with the notice procedures
set forth in this Section 1.6.  For business to be properly
brought before an annual meeting by a shareholder, the shareholder
must have given timely notice thereof in writing to the Secretary
of the Corporation.  To be timely, a shareholder's notice must be
delivered or mailed to and received at the principal executive
offices of the Corporation not less than sixty (60) days prior to
the anniversary of the preceding year's annual meeting; provided,
however, that in the event that the date of the annual meeting is
advanced by more than twenty days, or delayed by more than sixty
days from such anniversary date, notice by the shareholder to be
timely must be so delivered not later than the close of business
on the later of the sixtieth day prior to such annual meeting or
the tenth day following the day on which notice of the date of the
annual meeting was mailed or public announcement of the date of
such meeting is first made.  A shareholder's notice to the
Secretary shall set forth as to each matter such shareholder
proposes to bring before the annual meeting (i) a brief
description of the business desired to be brought before the
annual meeting and the reasons for conducting such business at the
annual meeting, (ii) the name and address, as they appear on the
Corporation's books, of the shareholder who proposed such
business, (iii) the class and number of shares of the
Corporation's capital stock that are beneficially owned by such
shareholder and (iv) any material interest of such shareholder in
such business. Notwithstanding anything in these Bylaws to the
contrary,

no business shall be brought before or conducted at an
annual meeting except in accordance with the provisions of this Section 1.6.  The officer of the Corporation or
other person presiding over the annual meeting shall, if the facts
so warrant, determine and declare to the meeting that business was
not properly brought before the meeting in accordance with the
provisions of this Section 1.6 and, if he should so determine, he
shall so declare to the meeting and any such business so
determined to be not properly brought before the meeting shall not
be transacted.

At any special meeting of the shareholders, only such business
shall be conducted as shall have been described in the notice of
meeting.

C.    Only persons who are nominated in accordance with the procedures set forth in these Bylaws shall be eligible for
election as directors.  Nominations of persons for election to the
Board of Directors of the Corporation may be made at a meeting of
shareholders at which directors are to be elected only (i) by or
at the direction of the Board of Directors or (ii) by any
shareholder of the Corporation entitled to vote for the election
of directors at the meeting who complies with the notice
procedures set forth in this Section 1.6.  Such nominations, other
than those made by or at the direction of the Board of Directors,
shall be made by timely notice in writing to the Secretary of the
Corporation.  To be timely, a shareholder's notice shall be
delivered or mailed to and received at the principal executive
offices of the Corporation not less than 60 days prior to the date
of the meeting; provided, however, that in the event that less
than 70 days' notice of the date of the meeting is first given or
made to shareholders by public announcement or mail, notice by the
shareholder to be timely must be so received not later than the
close of business on the 10th day following the day on which such
notice of the date of the meeting was mailed or public
announcement of the date of the meeting was first made.  Such
shareholder's notice shall set forth (i) as to each person whom
such shareholder proposes to nominate for election or re-election
as a director, all information relating to such person that is
required to be disclosed in solicitations of proxies for election
of directors, or is otherwise required, in each case pursuant to
Regulation 14A under the Securities Exchange Act of 1934, as
amended (including such person's written consent to being named in
the proxy statement as a nominee and to serving as a director if
elected); and (ii) as to the shareholder giving the notice: (x)
the name and address, as they appear on the Corporation's books,
of such shareholder and (y) the class and number of shares of the
Corporation's capital stock that are beneficially owned by such
shareholder.  At the request of the Board of Directors, any person
nominated by the Board of Directors for election as a director
shall furnish to the Secretary of the Corporation that information
required to

be set forth in a shareholder's notice of nomination
which pertains to the nominee.  No person shall be eligible for
election as a director of the Corporation unless nominated in
accordance with the provisions of this Section 1.6. The officer of
the Corporation or other person presiding at the meeting shall, if
the facts so warrant, determine that a nomination was not made in
accordance with such provisions and, if he or she should so
determine, he or she shall so declare to the meeting and the
defective nomination shall be disregarded.

Section 1.7.  Order of Business.  All meetings of shareholders
shall be conducted in accordance with such rules as are prescribed
by the Chairman of the meeting and the Chairman shall determine
the order of business at all meetings of the shareholders.

Section 1.8.  Inspectors.  The Board of Directors, in advance
of any meeting of shareholders, may, but shall not be required to,
appoint one or more inspectors to act at such meeting or any
adjournment thereof.  If any of the inspectors so appointed shall
fail to appear or act, the Chairman of the meeting may appoint one
or more inspectors.  The inspectors shall determine the number of
shares of capital stock of the Corporation outstanding and the
voting power of each, the number of shares represented at the
meeting, the existence of a quorum, the validity and effect of
proxies, and shall receive votes, ballots or consents, hear and
determine all challenges and questions arising in connection with
the right to vote, count and tabulate all votes, ballots or
consents, determine the results, and do such acts as are proper to
conduct the election or vote with fairness to all shareholders.
On request of the Chairman of the meeting, the inspectors shall
make a report of any challenge, request or matter determined by
them and shall execute a certificate of any fact found by them.
No director or candidate for the office of director shall act as
an inspector of an election of directors.  Inspectors need not be
shareholders.

Section 2.1.  General Powers.  The business and affairs of the
Corporation shall be managed under the direction of the Board of
Directors and, except as otherwise expressly provided by law or by
the Articles of Incorporation, or by these Bylaws, all of the
powers of the Corporation shall be exercised by or under the
authority of said Board of Directors.

Section 2.2.  Number and Qualification.  The Board of
Directors shall consist of seven (7) Directors.

Section 2.3.  Election of Directors.  The Directors shall be
elected at the annual meeting of shareholders, and shall hold
their offices until their successors are elected in accordance
with the Articles of Incorporation.  Nominations for the election
of Directors shall be given in the manner provided in Section 2.9.

Section 2.4.  Vacancies.  The Board of Directors shall consist
of three classes and, when the number of Directors is changed, the
Board of Directors shall determine the class or classes to which
the increased or decreased number of Directors shall be
apportioned; provided, that each class shall be equal or as nearly
equal in size as possible; provided, further, that no decreases in
the number of Directors shall affect the term of any Director then
in office.

Any vacancy occurring on the Board of Directors may be filled
by the affirmative vote of a majority of the remaining Directors
although less than a quorum of the Board of Directors.  A Director
elected to fill a vacancy shall be elected to serve until the next
election of Directors by the shareholders.  Any directorship to be
filled by reason of an increase in the number of Directors may be
filled by election by the Board of Directors for a term of office
continuing only until the next election of Directors by the
shareholders.

Section 2.5.  Honorary and Advisory Directors.  The Board may
appoint to the position of Honorary Director or the position of
Advisory Director such person or persons as it deems appropriate.
Honorary Directors shall be entitled to receive notice of, and to
attend all meetings of the Board, but they shall not be Directors
and shall not be entitled to vote, nor shall they be counted in
determining a quorum of the Board. Advisory Directors shall be
entitled only to notice of meetings of Advisory or other Boards of
the Corporation to which they shall be appointed.  Honorary and
Advisory Directors shall receive such compensation as may be
authorized by the Board of Directors for attendance at meetings of
Advisory or other Boards to which such Advisory or Honorary
Directors are appointed.

Section 2.6.  Meetings of Directors.  Meetings of the Board of
Directors shall be held at places within or without the
Commonwealth of Virginia and at times fixed by resolution of the
Board of Directors, or upon call of the Chairman of the Board of
Directors or the President.  The Secretary, or officer performing
his duties, shall give at least twenty-four (24) hours' notice by
telegraph, letter, telephone or in person, of all meetings of the
Directors; provided, that notice need not be given of regular
meetings held at times and places fixed by resolution of the
Board.  Regular meetings of the Board of Directors shall be held
at least six times in every calendar year.  Meetings may be held
at any time without notice if all of the Directors are present, or
if those not present waive notice either

before or after the
meeting.  Neither the business to be transacted nor the purpose of
any annual or special meeting of the Board of Directors need be
specified in the notice or waiver of notice of such meeting.

Section 2.7.  Quorum.  A majority of the members of the Board
of Directors shall constitute a quorum.

Section 2.8.  Compensation.  The Board of Directors shall fix
the compensation of the Directors.

Section 2.9.  Nominating Committee.  The Board of Directors may
appoint a Nominating Committee of the Board, consisting of not
less than three (3) members, one of which shall be the President
if, and only so long as, the President remains in office as a
member of the Board of Directors.  The Nominating Committee shall
have authority (a) to review any nominations for election to the
Board of Directors made by a shareholder of the Corporation
pursuant to Section 1.6 of Article I of these Bylaws in order to
determine compliance with such Bylaw and (b) to recommend to the
Whole Board nominees for election to the Board of Directors to
replace those directors whose terms expire at the annual meeting
of shareholders next ensuing.

Section 2.10.  Other Committees.  The Board of Directors may
create committees and appoint members of committees in accordance
with Virginia law.

Section 2.11.  Age Limitations.  Other than Directors serving
as directors of the Corporation's predecessor as of September 19,
1974, no person shall be eligible for election, re-election,
appointment, or re-appointment to the Board of Directors of the
Corporation if such person is then more than 71 years of age.  Any
Director subject to this provision, upon attaining that age, shall
automatically cease to be a Director and the Board of Directors
shall fill the vacancy until the next annual meeting of
shareholders.

Section 3.1.  Appointment.  The Board of Directors, by
resolution adopted by a majority of the full Board, may designate
the Chief Executive Officer and two or more of the other Directors
to constitute an Executive Committee.  The designation of any
committee pursuant to this Article III and the delegation of
authority thereto shall not operate to relieve the Board of
Directors, or any Director, of any responsibility imposed by law
or regulation.

Section 3.2.  Authority.  The Executive Committee, when the
Board of Directors is not in session, shall have and may exercise
all the powers and authority of the Board of Directors in the
management of the business and affairs of the Corporation, and may
authorize the seal of the Corporation to be affixed to all papers
which may require it, except to the extent, if any, that such
powers and authority shall be limited by resolution of the Board
of Directors or Virginia law.

Section 3.3.  Tenure.  Each member of the Executive Committee
shall hold office until the next annual regular meeting of the
Board of Directors following his designation and until his
successor is designated as a member of the Executive Committee.

Section 3.4.  Meetings.  Regular meetings of the Executive
Committee may be held without notice at such times and places as
the Executive Committee may fix from time to time by resolution.
Special meetings of the Executive Committee may be called by any
member thereof upon not less than one day's notice stating the
place, date and hour of the meeting, which notice may be written
or oral.  Any members of the Executive Committee may waive notice
of any meeting and no notice of any meeting need be given to any
member thereof who attends in person.  The notice of a meeting of
the Executive Committee need not state the business proposed to be
transacted at the meeting.

Section 4.1.  General.  The officers of the Corporation shall
be chosen by the Board of Directors and shall be a President, a
Secretary and a Treasurer.  The Chairman of the Board may also be
designated as an officer.  The Board of Directors may designate
one or more Vice Presidents, Assistant secretaries, Assistant
Treasurers and other officers.  The offices of Secretary and
Treasurer may be held by the same person and a Vice President may
also be either the Secretary or the Treasurer.  The officers of
the Corporation need not be either shareholders or Directors of
the Corporation.

Section 4.2.  Election.  The Board of Directors at its first
meeting held after the annual meeting of shareholders shall elect
annually the officers of the Corporation who shall exercise such
powers and perform such duties as shall be set forth in these
Bylaws and as determined from time to time by the Board of
Directors; and all officers of the Corporation shall hold office
until their successors are chosen and qualified, or until their
earlier resignation or removal.  Any officer elected by the Board
of Directors may be removed at any time by the affirmative vote of
a majority of the Board of Directors.  Any vacancy occurring in
any office

of the Corporation shall be filled by the Board of Directors.  The salaries of all officers of the Corporation shall
be fixed by the Board of Directors.

Section 4.3.  Removal.  Any officer may be removed by the
Board of Directors whenever in its judgment the best interests of
the Corporation will be served thereby, but such removal, other
than for cause, shall be without prejudice to the contract rights,
if any, of the person so removed.

Section 4.4.  Voting Securities Owned by the Corporation.
Powers of attorney, proxies, waivers of notice of meeting,
consents and other instruments relating to securities owned by the
Corporation may be executed in the name of and on behalf of the
Corporation by the President or any Vice President, and any such
officer may, in the name of and on behalf of the Corporation, take
all such action as any such officer may deem advisable to vote in
person or by proxy at any meeting of security holders of any
corporation which the Corporation may own securities and at any
such meeting shall possess and may exercise any and all rights and
power incident to the ownership of such securities and which, as
the owner thereof, the Corporation might have exercised and
possessed if present.  The Board of Directors may, by resolution,
from time to time confer like powers upon any other person or
persons.

Section 4.5.  President.  The President shall be a director of
the Corporation.  The President or the Chairman of the Board, as
designated by the Board of Directors, shall be the chief executive
officer.  The President shall, subject to the control of the Board
of Directors, have general supervision of the business of the
Corporation and shall see that all orders and resolutions of the
Board of Directors are carried into effect.  He shall execute all
bonds, mortgages, contracts and other instruments of the
Corporation requiring a seal, under the seal of the Corporation,
except where required or permitted by law to be otherwise signed
and executed and except that the other officers of the Corporation
may sign and execute documents when so authorized by these Bylaws,
the Board of Directors or the President.  If so designated by the
Board of Directors, the President shall preside at the annual
meetings and special meetings of the shareholders.  The President
shall also perform such other duties and may exercise such other
powers as from time to time assigned to him by these Bylaws or by
the Board of Directors.

Section 4.6.  Vice President.  At the request of the President
or in his absence or in the event of his inability or refusal to
act, the Vice President or the Vice Presidents if there is more
than one (in the order designated by the Board of Directors) shall
perform the duties of the President, and when so acting, shall
have all the powers and be subject to all the restrictions upon
the President.  Each Vice President shall perform such other

duties and have such other powers as the Board of Directors from
time to time may prescribe.  The Board of Directors may designate
one or more Vice Presidents as executive Vice President or senior
Vice President.  If there is no Vice President, the Board of
Directors shall designate the officer of the Corporation who, in
the absence of the President or in the event of the inability or
refusal of the President to act, shall perform the duties of the
President, and when so acting, shall have all the powers of and be
subject to all the restrictions upon the President.

Section 4.7.  Secretary.  The Secretary shall attend all
meetings of the Board of Directors and all meetings of
shareholders and record all the proceedings thereat in a book or
books to be kept for that purpose; the Secretary shall also
perform like duties for the standing committees when required.
The Secretary shall give, or cause to be given, notice of all
meetings of the shareholders and special meetings of the Board of
Directors, and shall perform such other duties as may be
prescribed by the Board of Directors or President, under whose
supervision he shall be.  If the Secretary shall be unable or
shall refuse to cause to be given notice of all meetings of the
shareholders and special meetings of the Board of Directors, and
if there be no Assistant Secretary, then either the Board of
Directors or the President may choose another officer to cause
such notice to be given.  The Secretary shall have custody of the
seal of the Corporation and the Secretary or any Assistant
Secretary, if there is one, shall have authority to affix the same
to any instrument requiring it and when so affixed, it may be
attested by the signature of the Secretary or by the signature of
any such Assistant Secretary.  The Board of Directors may give
general authority to any other officer to affix the seal of the
Corporation and to attest the affixing by his signature.  The
Secretary shall see that all books, reports, statements,
certificates and other documents and records required by law to be
kept or filed are properly kept or filed, as the case may be.

Section 4.8.  Treasurer.  The Treasurer shall have the
custody of the corporate funds and securities and shall keep full
and accurate accounts of receipts and disbursements in books
belonging to the Corporation and shall deposit all moneys and
other valuable effects in the name and to the credit of the
Corporation in such depositories as may be designated by the Board
of Directors.  The Treasurer shall disburse the funds of the
Corporation as may be ordered by the Board of Directors, taking
proper vouchers for such disbursements, and shall render to the
President and the Board of Directors, at its regular meetings, or
when the Board of Directors so requires, an account of all his
transactions as Treasurer and of the financial condition of the
Corporation.  If required by the Board of Directors, the Treasurer
shall give the Corporation a bond in such sum and with such surety
or sureties as shall be

satisfactory to the Board of Directors for
the faithful performance of the duties of his office and for the
restoration to the Corporation, in case of his death, resignation,
retirement or removal from office, of all books, papers, vouchers,
money and other property of whatever kind in his possession or
under his control belonging to the Corporation.

Section 4.9.  Assistant Secretaries.  Except as may be
otherwise provided in these Bylaws, Assistant secretaries, if
there is any, shall perform such duties and have such powers as
from time to time may be assigned to them by the Board of
Directors, the President, any Vice President, if there is one, or
the Secretary, and in the absence of the Secretary or in the event
of his disability or refusal to act, shall perform the duties of
the Secretary, and when so acting, shall have all the powers of
and be subject to all the restrictions upon the Secretary.

Section 4.10.  Assistant Treasurers.  Assistant Treasurers,
if there is any, shall perform such duties and have such powers as
from time to time may be assigned to them by the Board of
Directors, the President, any Vice President, if there is one, or
the Treasurer, and in the absence of the Treasurer, and when so
acting, shall have all the powers of and be subject to all the
restrictions upon the Treasurer.  If required by the Board of
Directors, an Assistant Treasurer shall give the Corporation a
bond in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful
performance of the duties of his office and for the restoration to
the Corporation, in case of his death, resignation, retirement or
removal from office, of all books, papers, vouchers, money and
other property of whatever kind in his possession or under his
control belonging to the Corporation.

Section 4.11.  Other Officers.  Such other officers as the
Board of Directors may choose shall perform such duties and have
such powers as from time to time may be assigned to them by the
Board of Directors.  The Board of Directors may delegate to any
other officer of the Corporation the power to choose such other
officers and to prescribe their respective duties and powers.

Section 5.1.  Issues of Certificate of Stock.  Certificates
of capital stock shall be in such form as may be prescribed by law
and by the Board of Directors.  All certificates shall be signed
by the President and by the Secretary or an Assistant Secretary,
or by any other two Officers authorized by resolution of the Board
of Directors.

Section 5.2.  Transfer of Stock.  The stock of the
corporation shall be transferable or assignable on the books of
the Corporation by the holders in person or by attorney on
surrender of the certificate or certificates for such shares duly
endorsed, and, if sought to be transferred by attorney,
accompanied by a written power of attorney to have such stock
transferred on the books of the Corporation.

Section 5.3.  Restrictions on Transfer of Stock.  Any
restrictions that may be imposed by law, by the Articles of
Incorporation or Bylaws of the Corporation, or by an agreement
among shareholders of the Corporation, shall be noted
conspicuously on the front or back of all certificates
representing shares of stock of the Corporation.

Section 5.4.  Lost, Destroyed or Mutilated Certificates. The
holder of stock of the Corporation shall immediately notify the
Corporation of any loss, destruction, or mutilation of the
certificate therefor, and the Corporation may in its discretion
cause one or more new certificates for the same aggregate number
of shares to be issued to such Stockholder upon the surrender of
the mutilated certificate, or upon satisfactory proof of such loss
or destruction accompanied by the deposit of a bond in such form
and amount and with such surety as the Corporation may require.

Section 5.5.  Holder of Record.  The Corporation shall be
entitled to treat the holder of record of any share or shares of
stock as the holder thereof in fact and shall not be bound to
recognize any equitable or other claim to or interest in such
shares of stock on the part of any other person, whether or not it
shall have express or other notice thereof, except as otherwise
expressly provided by law.

Section 5.6.  Record Date.  The Board of Directors shall fix
in advance the record date in order to make a determination of
shareholders for any purpose, including the determination of
shareholders entitled to notice of or to vote at any shareholders'
meeting or entitled to payment of any dividend or distribution to
shareholders.  Such record date shall not be more than seventy
(70) days prior to the date on which the particular action
requiring such determination of shareholders is to be taken.

Section 5.7.  Control Share Acquisitions.  Article 14.1 of
the Virginia Stock Corporation Act shall not apply to the
Corporation.

Section 6.1.  Seal.  The seal of the Corporation shall be
circular in shape with the name of the Corporation around the
circumference thereof, and the word "SEAL" in the center thereof.

Section 6.2.  Examination of the Books and Records.  The
books and records of account of the Corporation, the minutes of
the proceedings of the shareholders, the Board and Committees
appointed by the Board of Directors and the records of the
shareholders showing the names and addresses of all shareholders
and the number of shares held by each, shall be subject to
inspection during the normal business hours by any person who is a
duly qualified Director of the Corporation at the time he makes
such inspection.  Shareholders shall have such rights to inspect
records of the Corporation as are prescribed by applicable law.

Section 6.3.  Checks, Notes and Drafts.  Checks, notes,
drafts, and other orders for the payment of money shall be signed
by such persons as the Board of Directors from time to time may
authorize.

Section 6.4.  Amendments to By-Laws.  These Bylaws may be
altered, amended or repealed in accordance with the Articles of
Incorporation.

Section 6.5.  Voting of Stock Held.  Unless otherwise
provided by resolution of the Board of Directors, the Chairman of
the Board of Directors, the President or any Executive Vice
President may from time to time appoint an attorney or attorneys
as agent or agents of the Corporation to cast in the name of the
Corporation the votes which the Corporation may be entitled to
cast as a shareholder or otherwise in any other corporation, any
of whose stock or securities may be held by the Corporation, at
meetings of the holders of the stock or other securities of such
other corporation, or to consent in writing to any action by any
such other corporation; and such Officers 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, or
otherwise, such written proxies, consents, waivers, or other
instruments as may be necessary or proper in the premises; or any
of such Officers may himself attend any meeting of the holders of
stock or other securities of any such other corporation and there
vote or exercise any or all other powers of the Corporation as the
holder of such stock or other securities of such other
corporation.