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                                                                     EXHIBIT 4.2









                             AMENDED AND RESTATED
                               (April 21, 1999)

                                    BYLAWS

                                      OF

                        RESOURCE BANKSHARES CORPORATION
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                                   ARTICLE I



                         Meetings of the Shareholders
                         ----------------------------

          Section 1.1    Annual Meetings.  The annual meeting of the
                         ---------------
shareholders for the election of Directors and for the transaction of such other
business as may come before the annual meeting shall be held at such time on
such business day as shall be designated in a writing given to the Secretary by
the Chairman of the Board of Directors or the President or designated in a
resolution of the Board of Directors.

          Section 1.2    Special Meetings.  Special meetings of the shareholders
                         ----------------
for any purpose or purposes may be called at any time by the Board of Directors
on its motion or on the motion of the Chairman of the Board of Directors, the
President or such other person or persons authorized to do so by law. Special
meetings of the shareholders may also be called at the written request of the
holders of twenty-five percent (25%) of the shares then outstanding and entitled
to vote thereat, or as otherwise required under the provisions of the laws of
the Commonwealth of Virginia. Upon such call the Board of Directors shall fix
the date of such special meeting.

          Section 1.3    Place of Meetings.  The annual meeting and any special
                         -----------------
meeting of the shareholders shall be held at such place, within or without the
Commonwealth of Virginia, as shall be designated in a writing given to the
Secretary by the Chairman of the Board of Directors or the President, or
designated in a resolution of the Board of Directors.

          Section 1.4    Notice of Meetings.  Written notice stating the place,
                         ------------------
day and hour of a meeting of the shareholders, the purpose or purposes for which
such meeting is called, shall be given not less than ten (10) nor more than
sixty (60) calendar days before the date of such meeting either personally or by
mail, or by private carrier, by or at the direction of the Chairman of the Board
of Directors, the President, the Secretary or other person(s) calling the
meeting, to each shareholder of record entitled to vote at such meeting.
Notwithstanding the foregoing, notice of a meeting of the shareholders to act on
an amendment to the Articles of Incorporation, a plan of merger or share
exchange, a proposed sale, lease, exchange or disposition of all or
substantially all of the Corporation's property or the dissolution of the
Corporation shall be given not less than twenty-five (25) calendar days before
the date of such meeting. If mailed, such notice shall be deemed to be given
when deposited in the United States mail, postage prepaid, addressed to the
shareholder at his address as it appears on the stock transfer books of the
Corporation at the close of business on the record date established by
resolution of the Board of Directors for such meeting pursuant to Section 1.5 of
these Bylaws.

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          Section 1.5    Fixing the Record Date.  For the purpose of determining
                         ----------------------
the shareholders entitled to notice of or to vote at any meeting of the
shareholders or any adjournment thereof, or entitled to receive payment of any
dividend, or in order to make a determination of the shareholders for any other
proper purpose, the Board of Directors by resolution shall fix in advance a date
as the record date for any such determination of the shareholders, such date in
any case to be not more than seventy (70) calendar days prior to the date on
which the particular action, requiring such determination of the shareholders,
is to be taken. If no record date is fixed for the determination of the
shareholders entitled to notice of or to vote at a meeting of shareholders, or
the shareholders entitled to receive payment of a dividend, the close of
business on the day before the date on which notice of the meeting is mailed or
the date on which the resolution of the Board of Directors declaring such
dividend is adopted, as the case may be, shall be the record date for such
determination of the shareholders of record. When a determination of the
shareholders entitled to vote at a meeting of the shareholders has been made as
provided herein, such determination shall apply to any adjournment of such
meeting. Any determination of the shareholders of record to be made for any
purpose on a certain date shall be made as of the close of business on such
date.

          Section 1.6    Shareholder Lists.  At least ten (10) calendar days
                         -----------------
before each meeting of the shareholders, the officer or agent having charge of
the share transfer books of the Corporation shall prepare a complete list of the
shareholders entitled to vote at such meeting, with the address and number of
shares held by each, which list shall be arranged by voting group, if any, and
within each voting group by class or series, if any, of shares. Such shareholder
list shall be kept on file at the principal office of the Corporation or the
office of the registrar and transfer agent of the Corporation for a period of
ten (10) calendar days prior to such meeting, and shall be subject to inspection
at any time during usual business hours by any person who (i) has been a
shareholder of record for at least six (6) months immediately preceding his
demand or is the holder of record of at least five percent (5%) of all of the
outstanding shares, (ii) makes a demand in good faith and for a proper purpose,
(iii) describes with reasonable particularity his purpose and the shareholder
list he desires to inspect and (iv) the shareholder list is directly connected
with his purpose. Such list shall also be produced and kept open at the time and
place of such meeting of the shareholders and shall be subject to inspection by
any shareholder during the whole time of such meeting for the purposes of such
meeting.

          Section 1.7    Quorum.  Except as otherwise required by law, a
                         ------
majority of the shares entitled to vote represented in person or by proxy shall
constitute a quorum of such group of shareholders at a meeting of the
shareholders. If less than a quorum be so represented at a meeting of the
shareholders, then a majority of the shares so represented may adjourn the
meeting from time to time without further notice but may take no other action.
At such adjourned meeting at which a quorum is present in person or represented
by proxy, any business may be transacted which might have been transacted at the
meeting originally called. Once a share is represented for any purpose at a
meeting of the shareholders, it shall

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be 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.

          Section 1.8    Proxies.  At each meeting of the shareholders, a
                         -------
shareholder entitled to vote may vote in person or by proxy executed in writing
by such shareholder or his attorney-in-fact. An appointment of a proxy is
effective when received by the Secretary or other officer or agent authorized to
tabulate votes before or at the time of the meeting. No proxy shall be valid
after eleven (11) months from its date, unless otherwise expressly provided in
the proxy.


          Section 1.9    Voting of Shares.  If a quorum is present at a meeting
                         ----------------
of the shareholders, action on a matter other than election of directors shall
be approved if the votes cast within the voting group favoring the action exceed
the votes cast within the voting group opposing the action unless a vote of a
greater number is required by the Corporation's Articles of Incorporation or
law. If a quorum is present at a meeting of the shareholders, directors shall be
elected by a plurality of the votes cast by the shares entitled to vote in such
election.

          The attendance at any meeting of the shareholders by a shareholder who
may theretofore have given a proxy shall not have the effect of revoking the
proxy unless such shareholder shall in writing so notify the Secretary prior to
the voting of the proxy. The holders of shares of common stock of the
Corporation entitled to vote for the election of directors and for all other
purposes shall have one vote for each share of common stock of the Corporation
which they hold.

          Voting on all matters shall be by voice vote or by a show of hands
unless the holders of fifteen percent (15%) of the shares represented at a
meeting shall, prior to the voting on any particular matter, demand a ballot
vote on that particular matter.

          Section 1.10   Presiding Officers.  Meetings of the shareholders shall
                         ------------------
be presided over by the Chairman of the Board of Directors unless he is absent
or requests the President to preside, in which event the President shall
preside. If neither the Chairman of the Board of Directors nor the President is
present, a chairman chosen at the meeting shall preside. The Secretary or, in
his absence, a person selected at the meeting, shall act as the secretary of the
meeting.

          Section 1.11   Actions Taken by Written Consent of the Shareholders.
                         ----------------------------------------------------
Any action required or permitted to be taken at a meeting of the shareholders
may be taken without a meeting (and without action by the board of directors) if
one or more written consents, describing the action so taken, shall be signed by
all of the shareholders entitled to vote on the action and delivered to the
secretary of the Corporation for inclusion in the minutes or filing with the
corporate records. Any action taken by unanimous written consent shall be

                                       4
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effective according to its terms when all consents are in possession of the
Corporation. A shareholder may withdraw consent only by delivering a written
notice of withdrawal to the Corporation prior to the time that all consents are
in the possession of the Corporation. Action taken by unanimous written consent
is effective as of the date specified therein provided the consent states the
date of execution by each shareholder. If the Act requires that notice of
proposed action be given to non-voting shareholders and the action is to be
taken by unanimous consent of the voting shareholders, the Corporation shall
give the non-voting shareholders written notice of the proposed action at least
10 days before the action is taken, which notice shall contain or be accompanied
by the same material that would have been required to be sent to non-voting
shareholders in a notice of meeting at which the proposed action would have been
submitted to the shareholders for action. A consent signed under this section
has the effect of a meeting vote and may be described as such in any document.

                                  ARTICLE II
                              Board of Directors
                              ------------------

          Section 2.1    General Powers.  The Board of Directors shall have
                         --------------
responsibility for the management of the property, affairs and business of the
Corporation, subject to any requirement of actions by the shareholders made in
the Articles of Incorporation of the Corporation or by law. In carrying out its
responsibility, the Board of Directors shall elect such officers and appoint, or
cause to be appointed, such other agents and hall delegate, or cause to be
delegated, to them such authority and duties in the management of the
Corporation as is provided in these Bylaws or as may be determined, from time to
time, by resolution of the Board of Directors not inconsistent with these
Bylaws.

          Section 2.2    Number of Directors.  The number of directors shall be
                         -------------------
between five (5) and fifteen (15). The actual number of directors may be
increased or decreased from time to time within this range by the Board of
Directors by resolution of the Board. Only the shareholders may increase or
decrease the range in the number of directors. No decrease in number shall have
the effect of shortening the term of any incumbent director.

          Section 2.3    Resignations; Removals.  Any director may resign at any
                         ----------------------
time by giving written notice to the Board of Directors, its Chairman, the
President or the Secretary. Any resignation shall become effective when the
notice is delivered, unless the notice specifies a later effective date. The
acceptance of such resignation shall not be necessary to make it effective,
unless otherwise specified therein, in which event the resignation shall take
effect upon its acceptance by the Board of Directors, unless the notice
specifies a later effective date. Any director may be removed with or without
cause at any time by the shareholders of the Corporation, at a special meeting
of the shareholders called for that purpose.

          Section 2.4    Vacancies.  Any vacancy in the Board of Directors
                         ---------
occurring by reason of an increase in the number of directors, or by reason of
the death, resignation,

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disqualification, removal (unless a vacancy created by the removal of a director
by the shareholders shall be filled by the shareholders at the meeting at which
the removal was effected) or inability to act of any director, or otherwise,
shall be filled for the unexpired portion of the term by a majority vote of the
remaining directors, though less than a quorum, at any regular meeting or
special meeting of the Board of Directors called for that purpose.

          Section 2.5 Nomination of Directors.
                      -----------------------

                    a.   Eligibility.  Only persons who are selected and
                         -----------
recommended by the Board of Directors or the committee of the Board of Directors
designated to make nominations, or who are nominated by shareholders in
accordance with the procedures set forth in this Section 2.5, shall be eligible
for election, or qualified to serve, as directors. Nominations of individuals
for election to the Board of Directors of the Corporation at any annual meeting
or any special meeting of shareholders at which directors are to be elected may
be made by any shareholder of the Corporation entitled to vote for the election
of directors at that meeting by compliance with the procedures set forth in this
Section 2.5. Nominations by shareholders shall be made by written notice (a
"Nomination Notice"), which shall set forth the following information: (1) as to
each individual nominated, (i) the name, date of birth, business address and
residence address of such individual, (ii) the business experience during the
past five years of such nominee, including his or her principal occupations and
employment during such period, the name and principal business of any
corporation or other organization in which such occupations and employment were
carried on, and such other information as to the nature of his or her
responsibilities and level of professional competence as may be sufficient to
permit assessment of his or her prior business experience, (iii) whether the
nominee is or has ever been at any time a director, officer or owner of 5% or
more of any class of capital stock, partnership interests or other equity
interest of any corporation, partnership or other entity, (iv) any directorships
held by such nominee in any company with a class of securities registered
pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), or subject to the requirements of Section 15(d) of the Exchange
Act or any Company registered as a investment company under the Investment
Company Act of 1940, as amended, (v) whether, in the last five years, such
nominee has been convicted in a criminal proceeding or has been subject to a
judgment, order, finding or decree of any federal, state or other governmental
entity, concerning any violation of federal, state or other law, or any
proceeding in bankruptcy, which conviction, order, finding, decree or proceeding
may be material to an evaluation of the ability or integrity of the nominee and
(vi) such other information regarding each nominee as would be required to be
included in a proxy statement filed pursuant to the Exchange Act had the nominee
been nominated by the Board of Directors; and (2) as to the person submitting
the Nomination Notice and any person acting in concert with such person, (i) the
name and business address of such person, (ii) the name and address of such
person as they appear on the Corporation's books (if they so appear), (iii) the
class and number of shares of the Corporation that are beneficially owned by
such person, (iv) a representation that the shareholder (A) is a holder of
record of common stock of the

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Corporation entitled to vote at the meeting at which directors will be elected
and (B) intends to appear in person or by proxy at the meeting to nominate the
person or persons specified in the notice and (v) 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. A written consent
to being named in a proxy statement as a nominee, and to serve as a director if
elected, signed by the nominee, shall be filed with any Nomination Notice. If
the presiding officer at any shareholders' meeting determines that a nomination
was not made in accordance with the procedures prescribed by these Bylaws, he
shall so declare to the meeting and the defective nomination shall be
disregarded.

                    b.   Shareholder Nomination Notice.  Nomination Notices
                         -----------------------------
shall be delivered to the Secretary at the principal executive office of the
Corporation not later than (i) 45 days before the date on which the Corporation
first mailed its proxy materials for the prior year's annual meeting of
shareholders (or, if the date of the annual meeting has changed more than 30
days from the prior year, then notice must be received a reasonable time before
the Corporation mails its proxy materials for the current year) or, (ii) in the
case of special meetings, at the close of business on the seventh day following
the date on which notice of such meeting is first given to shareholders.

          Section 2.6    Annual Meetings.  An annual meeting of the Board of
                         ---------------
Directors shall be held immediately following each Annual Meeting of
shareholders that is held pursuant to Section 1.1 of the Bylaws.

          Section 2.7    Regular Meetings.  The Board of Directors may provide,
                         ----------------
by resolution, for the holding of regular meetings in addition to the annual
meetings of the Board Directors.

          Section 2.8    Special Meetings.  Special meetings of the Board of
                         ----------------
Directors shall be held upon the call of the Chairman of the Board of Directors,
the President or any three (3) directors.

          Section 2.9    Place of Meetings.  All meetings of the Board of
                         -----------------
Directors shall be held at the principal office of the Corporation or at such
other place, within or without the Commonwealth of Virginia, as designated by
the person or persons calling the meeting and specified in the notice thereof,
and at such time as the Board of Directors may provide by resolution or as may
be designated in a duly executed notice or waiver of notice of such meeting.

          Section 2.10   Notice of Meetings.  Annual and regular meetings of the
                         ------------------
Board of Directors may be held without notice. The person or persons calling a
special meeting of the Board of Directors shall, at least forty-eight (48) hours
before the meeting, give notice

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thereof by any usual means of communication. Notices of special meetings shall
specify the purpose or purposes for which the meeting is called.

         Section 2.11 Quorum. Two-thirds (2/3) of the number of directors then
                      ------
in office immediately before a meeting begins shall constitute a quorum for the
transaction of business at such meeting of the Board of Directors. A majority of
the directors present at the time and place of any regular or special meeting of
the Board, although less than a quorum, may adjourn the same from time to time
without notice, until a quorum shall be present.

         Section 2.12 Manner of Acting. Except as may be otherwise provided in
                      ----------------
these Bylaws or by law, the act of the majority of the directors present at the
meeting at which a quorum is present shall be the act of the Board of Directors.
Notwithstanding the foregoing, a vote of two-thirds (2/3) of the directors then
in office shall be required with respect to the following matters: (i)
amendments to these bylaws, (ii) acquisition or merger transactions that require
Board approval under applicable law, (iii) authorization to construct a new
building, (iv) capital expenditures greater than $100,000, (v) removal of the
President or any Executive Vice President from their respective positions, (vi)
adoption of an annual budget, (vii) approval of contracts with a value of over
$50,000 or (viii) approval of any contracts between the Company and a director
or officer or any loans between the Company's banking subsidiaries and any
director or officer.

         Section 2.13 Actions Taken by Written Consent of the Directors. Any
                      -------------------------------------------------
action which may be taken at a meeting of the Board of Directors may be taken
without a meeting if one or more consents, in writing, setting forth the action
so taken, shall be signed by all of the directors, either before or after the
action taken, and included in the minutes or filed with the corporate records
reflecting the action so taken. Such action shall be effective when the last
director signs the consent, unless the consent specifies a different effective
date, in which event an action so taken shall be effective on the date specified
therein, provided the consent states the date of execution by each director. Any
such consent shall have the same force and effect as a unanimous vote of the
directors.

         Section 2.14 Participation in Meetings Through Use of Communication
                      ------------------------------------------------------
Devices. Any or all directors may participate in a regular or special meeting of
-------
the Board of Directors 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 such
means shall be deemed to be present in person at the meeting. A written record
shall be made of any action taken at a meeting conducted by such means of
communication.

         Section 2.15 Contracts:
                      ---------

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     (a)  No contract or other transaction between the Corporation and any other
corporation shall be impaired, affected or invalidated, nor shall any director
be liable in any way by reason of the fact that any one or more of the directors
of the Corporation is or are interested in, or is a director or officer, or are
directors or officers of such other corporation, provided that such facts are
disclosed or made known to the Board of Directors.

     (b)  Any director, personally and individually, may be a party to or may be
interested in any contract or transaction of the Corporation, and no director
shall be liable in any way by reason of such interest, provided that the fact of
such interest be disclosed or made known to the Board of Directors, and provided
that the Board of Directors shall authorize, approve or ratify such contract or
transaction by the vote (not counting the vote of any such director) of a
majority of a quorum, notwithstanding the presence of any such director at the
meeting at which such action is taken. Such director or directors may be counted
in determining the presence of a quorum at such meeting. This Section shall not
be construed to impair or invalidate or in any way affect any contract or other
transaction which would otherwise be valid under the law (common, statutory or
otherwise) applicable thereto.


                                  ARTICLE III
                                  Committees
                                  ----------

         Section 3.1. Executive Committee. The Board of Directors, by resolution
                      -------------------
adopted by a majority of the Directors then in office, may designate an
Executive Committee which shall consist of not less than two Directors,
including the President. When the Board of Directors is not in session, the
Executive Committee shall have all power vested in the Board of Directors by
law, by the Articles of Incorporation, or by these Bylaws, provided that the
Executive Committee shall not have power to approve an amendment to the Articles
of Incorporation or a plan of merger or consolidation, a plan of exchange under
which the Corporation would be acquired, the sale, lease or exchange, or the
mortgage or pledge for a consideration other than money, of all, or
substantially all, the property and assets of the Corporation otherwise than in
the usual and regular course of its business, the voluntary dissolution of the
Corporation, or revocation of voluntary dissolution proceedings, or to take any
action prohibited by express resolution of the Board of Directors. The Executive
Committee shall report at the next regular or special meeting of the Board of
Directors all action which the Executive Committee may have taken on behalf of
the Board since the last regular or special meeting of the Board of Directors.

         Section 3.2  Audit Committee. The Board of Directors, by resolution
                      ---------------
adopted by a majority of the directors then in office, shall designate an Audit
Committee to consist of at least two (2) directors designated in such
resolution. The majority of the Board of Directors then in office shall have the
power at any time, or from time to time, to change the membership of, and fill
vacancies in, the Audit Committee. The Audit Committee shall recommend to the
Board of Directors the engagement or discharge of independent auditors,

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review with the independent auditors the plan and results of the audit
engagement, approve services performed for the Corporation by the independent
auditors, review the degree of independence of the auditors, consider the range
of audit and non-audit fees, review the results of the Corporation's internal
audit reports and perform such other tasks as may be specified in a resolution
of the Board of Directors.

         Section 3.3 Other Committees. The Board of Directors, by resolution
                     ----------------
adopted by a majority of the directors then in office, may designate such other
committees with such authority as may be properly delegated to such committees
and as may be specified in such resolution. The number of members of each
committee shall be not less than two (2).

         Section 3.4 Rules of Committee Procedure. All members of committees
                     ----------------------------
shall be members of the Board of Directors and shall serve on the committees at
the pleasure of the Board of Directors. The Board of Directors, by resolution
adopted by a majority of the directors then in office (excluding the director
upon whose removal the Board of Directors is voting), may remove a director from
one or more committees. Each committee shall have a chairman who may be
designated by the Board of Directors or, if not so designated, who shall be
selected from its membership by the members of the committee. Each committee
shall have a secretary who shall be elected by the members of the committee and
who may or may not be a member of the committee or a director. Except as
provided in these Bylaws, the provisions of these Bylaws governing the
procedures, meetings, action without meetings, notice and waiver of notice and
quorum and voting requirements of the Board of Directors shall apply to
committees and their members. To the extent not inconsistent with these Bylaws,
each committee shall make its own rules of procedure.

                                   ARTICLE IV
                                    Officers
                                    --------

         Section 4.1 Officers. The officers of the Corporation shall be a
                     --------
Chairman of the Board of Directors, a President, one or more Vice Presidents, a
Secretary, one or more Assistant Secretaries, a Treasurer, one or more Assistant
Treasurers, and other officers as may be determined and elected, from time to
time, by the Board of Directors. The same person may hold any two offices,
except the offices of President and Secretary.

         Section 4.2 Chairman of the Board of Directors. The Chairman of the
                     ----------------------------------
Board of Directors shall be a director and shall have the power and
responsibility for carrying out the policies of the Board of Directors and shall
be the chief executive officer of the Corporation. The Chairman of the Board of
Directors shall possess such other powers and perform such other duties as may
be incident to the office of Chairman of the Board of Directors or prescribed by
resolution of the Board of Directors.

         Section 4.3 President. The President shall be the chief operating
                     ---------
officer of the Corporation and, subject to the direction of the Board of
Directors, shall have general

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supervision over the business and affairs of the Corporation. The President
shall possess such other powers and perform such other duties as may be incident
to the office of President or prescribed by resolution of the Board of Directors
or delegated to him by the Chairman of the Board of Directors.

         Section 4.4 Vice Presidents. Each of the Vice Presidents, if any, shall
                     ---------------
possess such powers and perform such duties as may be incident to the office of
Vice President or prescribed by resolution of the Board of Directors or
delegated to him by the Chairman of the Board of Directors or the President.

         Section 4.5 Secretary. The Secretary shall be ex officio secretary of
                     ---------
the Board of Directors and of all other committees unless the Board of Directors
or such committee shall designate some other person to act as its secretary. The
Secretary shall keep the minutes of all meetings of the shareholders, the Board
of Directors and all committees of the Board of Directors if he is acting as
secretary of the meeting and shall prepare and give, or cause to be prepared and
given all notices of the Corporation. The Secretary shall have charge of the
corporate seal, the stock certificate books, stock transfer books and such
books, records and papers as the Board of Directors by resolution may direct.
The Secretary shall also possess such other powers and perform such other duties
as may be incident to the office of Secretary or prescribed by resolution of the
Board of Directors or delegated to him by the Chairman of the Board of
Directors, the President, or any Vice President. The Assistant Secretaries, if
any, shall possess such powers and perform such duties as may be incident to the
office of Assistant Secretary or prescribed by resolution of the Board of
Directors or delegated to him by the Chairman of the Board of Directors, the
President, any Vice President or the Secretary.

         Section 4.6 Treasurer. The Treasurer shall possess such powers and
                     ---------
perform such duties as may be incident to the office of Treasurer or prescribed
by resolution of the Board of Directors or delegated to him by the Chairman of
the Board of Directors, the President, or any Vice President. The Assistant
Treasurer, if any, shall possess such powers and perform such duties as may be
incident to the office of Assistant Treasurer or prescribed by resolution of the
Board of Directors or delegated to him by the Chairman of the Board of
Directors, the President, any Vice President or the Treasurer.

         Section 4.7 Other Officers. The other officers, if any, shall be
                     --------------
elected by resolution of the Board of Directors, and shall possess such powers
and perform such duties as may be prescribed by resolution of the Board of
Directors or delegated to them by the Chairman of the Board of Directors, the
President, any Vice President or such other officer whom they may be assisting.

         Section 4.8 Election of Officers. The officers of the Corporation shall
                     --------------------
be elected by the board of directors at their regular annual meeting. If any
office becomes vacant or if any

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new office is created, the board of directors may, at any meeting, elect the
person to fill such office until the next regular annual meeting of the board of
directors.

                                    ARTICLE V
                              Certificates of Stock
                              ---------------------

         Section 5.1 Certificates for Shares. Certificates evidencing shares of
                     -----------------------
stock of the Corporation shall be in such form as shall be determined by
resolution of the Board of Directors. Such certificates shall be signed by the
Chairman of the Board of Directors or the President or any Vice President and by
the Secretary or any Assistant Secretary or the Treasurer or any Assistant
Treasurer, or by any other officer authorized by resolution of the Board of
Directors, and may (but need not) have affixed thereto the seal of the
Corporation or a facsimile thereof. The signatures of the officers upon a
certificate may be facsimiles if the certificate is countersigned by a transfer
agent, or registered by a registrar, other than the Corporation or an employee
of the Corporation. All certificates for shares of stock shall be consecutively
numbered or otherwise identified. The name and address of the person to whom the
shares of stock represented thereby are issued, with the number of shares and
the date of issue, shall be entered on the stock transfer books of the
Corporation.

         Section 5.2 Transfer of Shares. Transfer of shares of the Corporation
                     ------------------
shall be made only on the stock transfer books of the Corporation by the holder
of record thereof or by his duly authorized representative, who shall furnish
proper evidence of authority to transfer, or by his attorney thereunto
authorized by power of attorney duly executed and filed with the Secretary,
transfer agent or registrar. All certificates surrendered to the Corporation or
its transfer agent for transfer shall be promptly canceled, and no new
certificate shall be issued until the former certificate for a like number of
shares shall have been surrendered and canceled, except that in the case of a
lost, destroyed or mutilated certificate, a new certificate may be issued
therefor upon such terms and indemnity to the Corporation as the Board of
Directors may prescribe. The person in whose name shares stand on the books of
the Corporation shall be deemed by the Corporation to be the owner thereof for
all purposes.

                                   ARTICLE VI
                                  Miscellaneous
                                  -------------

         Section 6.1 Waiver of Notice. Unless otherwise provided by law,
                     ----------------
whenever any notice is required to be given to any Shareholder, director or
member of any committee under the provision of these Bylaws or by law, a waiver
thereof in writing, signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be deemed equivalent to
the giving of such notice. A Shareholder, director or member of a committee of
the Corporation who attends a meeting shall be deemed to have had timely and
proper notice of the meeting, unless he attends for the express purpose of
objecting to the transaction of any business at such meeting because the meeting
is not lawfully called or convened.

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<PAGE>

         Section 6.2 Dividends. Subject to applicable law, dividends may be
                     ---------
declared and paid out of any funds available therefor, as often, in such
amounts, and at such time or times as the Board of Directors may determine and
within the guidelines and constraints set up by appropriate regulatory bodies.

         Section 6.3 Fiscal Year. The fiscal year of the Corporation shall begin
                     -----------
on January 1 and shall end on December 31 in each year.

         Section 6.4 Voting Shares of Other Corporations. The Chairman of the
                     -----------------------------------
Board of Directors and the President are severally authorized to vote, represent
and exercise on behalf of the Corporation all rights incident to any and all
shares of any other corporation owned by the Corporation. The authority granted
to the Chairman of the Board of Directors and the President in the preceding
sentence may be exercised by them, or either of them, either in person or by any
person authorized by them, or either of them, to do so. Notwithstanding the
foregoing, the Board of Directors, in its discretion, may designate by
resolution any additional or other person to vote or represent said shares of
other corporations.

         Section 6.5 Seal. The seal of the Corporation shall be in such form as
                     ----
is approved by the Board of Directors by resolution, and said seal, or a
facsimile thereof, may be imprinted or affixed by any process or in any manner
reproduced. The Secretary, any Assistant Secretary and any other officers
authorized by the Board of Directors by resolution shall be empowered to use and
attest the corporate seal on all documents.

         Section 6.6 Registered Office. The registered office of the Corporation
                     -----------------
shall be such place within the Commonwealth of Virginia as the Board of
Directors shall, from time to time, determine by resolution.

         Section 6.7 Other Offices. The Corporation shall have such office or
                     -------------
offices at such place or places as the Board of Directors may from time to time
determine by resolution or as the business of the Corporation may require.

         Section 6.8 Compensation of Directors, Members of Committees of the
                     -------------------------------------------------------
Board of Directors and Officers. The compensation of the directors, members of
-------------------------------
committees of the Board of Directors and officers of the Corporation shall be
fixed in such manner and on such basis as the Board of Directors shall, from
time to time, determine by resolution.

         Section 6.9 Authorized Signatures. Checks, drafts and like instruments
                     ---------------------
drawn on funds belonging to the Corporation, and notes, acceptances and like
instruments evidencing the obligation of the Corporation, shall be signed in the
name and behalf of the Corporation by such officer or officers, agent or agents,
as the board of directors shall, by resolution, determine.

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<PAGE>

         Section 6.10 Amendments to Bylaws. Except as otherwise provided herein
                      --------------------
or by law, these Bylaws may be altered, amended or repealed and new Bylaws may
be adopted by the Board of Directors by resolution of two-thirds (2/3) of
directors then in office, but Bylaws made by the Board of Directors may be
repealed or changed, and new Bylaws made, by the shareholders by a vote of
shares representing at least two-thirds (2/3) of the stock of the Corporation
entitled to vote in the election of directors, and the shareholders may
prescribe that any Bylaw made by them shall not be altered, amended or repealed
by the Board of Directors. Notwithstanding anything in the foregoing to the
contrary, the Board of Directors shall have no power to change the quorum for
meetings of shareholders or of the Board of Directors, or to change any
provisions of these bylaws with respect to the removal of directors or the
filling of vacancies in the Board resulting from the removal by shareholders. If
any bylaws regulating an impending election of directors are adopted, amended or
repealed by the Board of Directors, there shall be set forth in the notice of
the next meeting of shareholders for the election of directors the bylaw so
adopted, amended or repealed, together with a concise statement of the changes
made.

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