SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D. C. 20549


                                    FORM 8-K


                                 CURRENT REPORT


                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


     Date of Report (Date of earliest event reported): November 30, 2001



                         NEW PEOPLES BANKSHARES, INC.
            (Exact name of registrant as specified in its charter)


   Virginia                            To Be Assigned             31-1804543
(State or other jurisdiction of   (Commission File Number)     (I.R.S. Employer
incorporation or organization)                               Identification No.)


                                  2 Gent Drive
                           Honaker, Virginia 24260
                   (Address of principal executive offices)



Registrant's telephone number, including area code (540) 778-2294


                                Not Applicable
               (Former address of principal executive offices)


<PAGE> 2


Item 5.  Other Events

Effective November 30, 2001, pursuant to an Agreement and Plan of Share
Exchange dated August 15, 2001 (the Agreement") between the Registrant and New
Peoples Bank, Inc. ("NPB"), and approved by the shareholders of NPB at a special
meeting held on September 27, 2001, Registrant acquired all of the outstanding
stock of NPB in a statutory share exchange transaction. Under the terms of the
Agreement, the shares of NPB common stock were exchanged for shares of the
Registrant on a one-for-one basis.

As a result of the transaction described above, the Registrant became the
successor issuer to New Peoples Bank, Inc.,  pursuant to Rule 12g-3
promulgated under the Securities Exchange Act of 1934. New Peoples Bank, Inc.
has been subject to the information requirements of the Exchange Act and in
accordance with Section 12(i) thereof has filed reports and other financial
information with the Board of Governors of the Federal Reserve System ("BOG").
Such reports and other information filed by New Peoples Bank, Inc. with the BOG
may be inspected and copied at the public reference facilities maintained by the
BOG at 20th and Constitution, Washington, DC 20551. The last financial report
filed by New Peoples Bank, Inc. with the BOG was its Form 10-QSB for the quarter
ended September 30, 2001, filed November 14, 2001.

This Form 8-K is being filed by the Registrant as the initial report of the
Registrant to the SEC and as notice that it is the successor issuer to New
Peoples Bank, Inc. and thereby subject to the informational requirements of the
Exchange Act, and the rules and regulations promulgated thereunder and in
accordance therewith files  reports and other information  with the Commission.
The first regular report to be filed by the Registrant with the SEC will be its
Form 10-KSB for the year ending December 31, 2001.


Item 7        Financial Statements and Exhibits                 Exhibit

(a)   Financial statements of businesses acquired - not applicable
(b)   Pro forma financial information - not applicable
(c)   Exhibits
      2    Agreement and Plan of Share Exchange dated
           August 15, 2001                                         A

      3.1  Articles of Incorporation of Registrant                 B

      3.2  By-laws of Registrant                                   C


<PAGE> 3



                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                          NEW PEOPLES BANKSHARES, INC.


                                          By       Kenneth D. Hart
                                             ----------------------------
                                          Name:    Kenneth D. Hart
                                          Title:      President


Date:   December 12, 2001


<PAGE> 4


                      AGREEMENT AND PLAN OF SHARE EXCHANGE
                                     BETWEEN
                             NEW PEOPLES BANK, INC.
                                       AND
                          NEW PEOPLES BANKSHARES, INC.


      This Agreement and Plan of Share Exchange ("Agreement") is made and
entered into as of August 15, 2001 by and between New Peoples Bank, Inc., a
Virginia state bank (the "Bank"), and New Peoples Bankshares, Inc., a Virginia
corporation (the "Corporation").

                                    RECITALS

      1.    The Board of Directors of the Bank has  determined  that it is in
the  best  interests  of the  Bank  and its  shareholders  for the  Bank to be
reorganized into the holding company form of ownership;

      2.    The  Bank  has  caused  the  Corporation  to  be  organized  under
Virginia  law as a wholly  owned  subsidiary  for the purpose of becoming  the
holding company of the Bank; and

      3.    The reorganization will be effected by a share exchange under
Virginia law in which each share of common stock of the Bank is exchanged for
one (1) of common stock of the Corporation:

      NOW, THEREFORE, the Bank and the Corporation do hereby agree as follows:

      1.    The Share Exchange. Subject to the terms and conditions hereof,
the Bank shall become a wholly-owned subsidiary of the Corporation through the
exchange of each outstanding share of common stock of the Bank for one (1) of
the common stock of the Corporation in accordance with Section 3 of this
Agreement in a statutory share exchange under Section 13.1-717 of the Virginia
Stock Corporation Act (the "Share Exchange"). At the Effective Date, the Share
Exchange shall have the effects stated in Section 13.1-721 of the Virginia Stock
Corporation Act.

      2.    Articles  of  Incorporation  and  Bylaws.  The Articles of
Incorporation and Bylaws of the Corporation in effect immediately prior to the
consummation of the Share Exchange shall remain in effect following the
Effective Date until amended or repealed.

      3.    Exchange of Shares.  On the date  specified in a  Certificate  of
Share  Exchange  issued  by the  Virginia  State  Corporation  Commission  and
relating to this Agreement (the "Effective Date"):

            (a)  Each share of common stock, par value $4.00 per share, of
the Bank ("Bank Common Stock") issued and outstanding immediately prior to the
Effective Date shall, by operation of law, be automatically exchanged for one
(1) of Corporation Common Stock, par value $4.00 per share ("Corporation Common
Stock");

            (b)  The  Corporation  shall  become  the owner and holder of all
the shares of Bank Common Stock issued and outstanding; and

            (c)  Shares of Corporation Common Stock outstanding immediately
prior to the Effective Date shall be cancelled.

                                                                      Exhibit A


<PAGE> 5


      4.    Manner of Exchange. Each holder of a certificate representing any
shares of Bank Common Stock upon the surrender of his Bank Common Stock
certificates to the Corporation, duly endorsed for transfer in accordance with
this Section 4, will be entitled to receive in exchange therefor a certificate
or certificates representing the number of shares of Corporation Common Stock
for which his shares of Bank Common Stock are exchanged pursuant to Section
3(a).

      Holders of certificates representing shares of Bank Common Stock, however,
shall not be required to surrender such certificates and, until surrendered,
certificates representing shares of Bank Common Stock issued before the
Effective Date shall represent an equivalent number of shares of Corporation
Common Stock on and after the Effective Date.

      5.   Employee and Director Stock Plans. At the Effective Date, all
stock option and stock-based compensation plans of the Bank (the "Bank Plans")
shall automatically be continued and become plans of the Corporation
("Corporation Plans"). At the Effective Date, there shall be substituted for the
options granted under the Bank Plans ("Old Options"), new options ("New
Options") under the Corporation Plans without any action on the part of
optionees, and each New Option shall be for the same number of shares of
Corporation Common Stock, exercisable at the same price and subject to the same
terms and conditions as each Old Option was with respect to Bank Common Stock.
The substitution of New Options for Old Options shall be done in accordance with
the provisions of Section 425(a) of the Internal Revenue Code of 1986. Under the
Corporation Plans, the Corporation shall assume all of the rights and
obligations of Bank under the Bank Plans.

      At the Effective Date, the Board of Directors of the Corporation shall be
deemed to have reserved and authorized the issuance of the number of shares of
Corporation Common Stock under the Corporation Plans that is equal to the number
of shares of Bank Common Stock approved by the shareholders of Bank for issuance
under the Bank Plans that Bank has not issued under the Bank Plans prior to the
Effective Date.

      At the Effective Date, all rights to purchase, sell or receive Bank Common
Stock and all rights to elect to make payment in Bank Common Stock under any
agreement between Bank and any director, officer or employee thereof or under
any plan or program of Bank shall automatically, by operation of law, be
converted into and shall become an identical right to purchase, sell or receive
Corporation Common Stock and an identical right to make payment in Corporation
Common Stock under any such agreement between Bank and any director, officer or
employee thereof or under such plan or program of the Bank.

      6.    Conditions to the Share  Exchange.  The Share  Exchange  shall not
be consummated unless the following conditions have been satisfied:

            (a)  Holders of the issued and outstanding shares of Bank Common
Stock shall have approved this Agreement in accordance with Virginia law and the
Articles of Incorporation of the Bank and the Bank, as the sole shareholder of
the Corporation, shall have approved this Agreement. None of such approvals
shall have been revoked at or prior to the Effective Time.

            (b)  If, in the opinion of counsel to the Corporation, such
registration is required, the Corporation Common Stock to be issued to the
holders of Bank Common Stock pursuant to the Share Exchange shall have been duly
registered pursuant to Section 5 of the Securities Act of 1933 and such
registration shall not be suspended at the Effective Time. Further, to the
extent required in the opinion of legal counsel for the Corporation, the
Corporation shall have complied with all applicable securities law of states and
other jurisdictions relating to such issuance of the Corporation Common Stock.

                                                                      Exhibit A

<PAGE> 6


            (c)  Any and all approvals or consents shall have been obtained
from the Virginia State Corporation Commission, the Board of Governors of the
Federal Reserve System and any other governmental agency having jurisdiction,
and from other third parties that are, in the opinion of legal counsel for the
Bank or the Corporation, required for the lawful consummation of the Share
Exchange and the issuance and delivery of Corporation Common Stock as
contemplated by this Agreement and such approvals or consents and shall not have
been revoked.

            (d)  The Bank shall have received either (i) a ruling from the
Internal Revenue Service, acceptable in form and substance to the Bank and its
legal counsel, or (ii) an opinion from Williams, Mullen, Clark & Dobbins, in
either case to the effect that:

                  (1)  The Share Exchange either will constitute (i) a
      reorganization under Section 368(a)(1) of the Internal Revenue Code of
      1986, as amended (the "Code") and that the Bank and the Corporation each
      will qualify as a "party to a reorganization" within the meaning of
      Section 368(b) of the Code or (ii) a transaction described in Section 351
      of the Code;

                  (2)  No gain or loss  will be recognized  by the shareholders
      of the Bank upon the exchange of their Bank Common Stock solely for
      Corporation Common Stock;

                  (3)  No gain or loss will be recognized by the Corporation
      upon its receipt of Bank Common Stock in exchange for Corporation Common
      Stock in connection with the Share Exchange;

                  (4)  The aggregate basis of the Corporation Common Stock
      received by each shareholder of the Bank in the Share Exchange will, in
      each instance, be the same as the aggregate basis of the Bank Common Stock
      surrendered in exchange therefor; and

                  (5)  The holding period of the Corporation Common Stock
      received by each shareholder of the Bank in the Share Exchange will
      include the period during which the shareholder held his Bank Common Stock
      exchanged therefor, provided that such Bank Common Stock is held as a
      capital asset on the date of the Share Exchange.

            (e)  Should any shareholders of the Bank dissent pursuant to
      Virginia law, the payments to dissenting shareholders shall not cause the
      Bank to become undercapitalized or exceed the amount of dividends
      permissible for the Bank under applicable state and federal law.

      7.    Abandonment of Agreement. This Agreement may be abandoned by the
Bank or the Corporation at any time before the Effective Date in the event that
(a) any action, suit, proceeding or claim has been instituted, made or
threatened relating to the Agreement which shall make consummation of the
transactions contemplated hereby inadvisable in the opinion of the Bank or the
Corporation or (b) for any other reason consummation of the transactions
contemplated hereby is inadvisable in the opinion of the Bank or the
Corporation. Such abandonment shall be effected by written notice by the Bank or
the Corporation to the other Party hereto, authorized or approved by the Board
of Directors of the Party giving such notice. Upon the giving of such notice,
this Agreement shall be terminated and there shall be no liability hereunder or
on account of such termination on the part of the Bank or the Corporation or the
directors,  officers,  employees, agents or stockholders of any of them.
In the event of abandonment of this Agreement, the Bank shall pay the fees and
expenses incurred by itself and the Corporation in connection with this
Agreement and the Share Exchange.

                                                                      Exhibit A


<PAGE> 7



      8.    Amendments. To the extent permitted by law, this Agreement may be
amended by a subsequent writing signed by the Parties hereto upon the approval
of the Board of Directors of each of the Parties hereto; provided, however, that
the  provisions  of Section 3 hereof  relating to the consideration to
be exchanged for shares of Bank Common Stock shall not be amended after the
meeting of stockholders of the Bank at which this Agreement is considered so as
to decrease the amount or change the form of such consideration without the
approval of such stockholders.

      9.    Counterparts.  This  Agreement  may be  executed  in  one or  more
counterparts.

      10.   Governing Law. This  Agreement  shall be governed by and construed
in accordance with the laws of Virginia.

      IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
duly executed on its behalf by its officers thereunto duly authorized, all as of
the date first above written.


                              NEW PEOPLES BANK, INC.


                              By:     /s/ Kenneth D. Hart
                                    ------------------------------------
                                    Kenneth D. Hart
                                    President


                              Attest:  /s/ Bill Ed Sample
                                     -----------------------------------
                                      Secretary


                              NEW PEOPLES BANKSHARES, INC.


                              By:     /s/ Kenneth D. Hart
                                    ------------------------------------
                                    Kenneth D. Hart
                                    President


                              Attest:  /s/ Frank Sexton, Jr.
                                     -----------------------------------------
                                      Secretary


                                                                      Exhibit A

<PAGE> 8


                            ARTICLES OF INCORPORATION
                                       OF
                          NEW PEOPLES BANKSHARES, INC.


                                    ARTICLE I

                                      NAME

      The name of the Corporation is:   New Peoples Bankshares, Inc.

                                   ARTICLE II

                                  CAPITAL STOCK

      1.    Number.  The  Corporation  shall have  authority  to issue  twelve
million (12,000,000) shares of Common Stock, par value $4.00 per share.

      2.    Voting. The holders of the Common Stock shall, to the exclusion of
the holders of any other class of stock of the Corporation, have the sole and
full power to vote for the election of directors and for all other purposes
without limitation. The holders of the Common Stock shall have one vote for each
share of Common Stock held by them. The holders of the Common Stock shall be
entitled to receive the net assets of the Corporation upon dissolution. Each
share of Common Stock shall entitle the record holder thereof to one vote.

                                   ARTICLE III

                              NO PREEMPTIVE RIGHTS

      No holder of any outstanding shares of stock of the corporation shall have
any preemptive rights with respect to any subscriptions, warrants, rights or
options to purchase any shares of stock of the Corporation, or any obligations
convertible into any shares of stock of the Corporation or into subscriptions,
warrants, rights or options to purchase any shares of stock in the Corporation.


                                                                      Exhibit B

<PAGE> 9
                                   ARTICLE IV

                                    DIRECTORS

      The number of the directors of the Corporation shall be fixed from time to
time by or pursuant to the Bylaws of the Corporation. The initial directors,
whose terms shall expire at the first shareholders' meeting at which directors
are elected, shall be:


     Frank Kilgore                          Michael G. McGlothlin
     P. O. Box 1210                         P. O. Box 810
     St. Paul, VA 24283                     Grundy, VA 24614

     Tim Ball                               L. T. Phillips
     P. O. Box 1356                         P. O. Box 457
     Honaker, VA 24260                      St. Paul, VA 24283

     Joe M. Carter                          Bill Ed Sample
     RR4 Box 174                            Rt. 2, Box 361
     Clinchport, VA 24244                   Honaker, VA 24260

     John D. Cox                            E. Virgil Sampson, Jr.
     4417 Chickasaw Road                    P. O. Box 504
     Kingsport, TN 37660                    Gate City, VA 24251

     Charles Gent                           Steve Starnes
     P. O. Box 330                          P. O. Box 2078
     Honaker, V 24260                       Lebanon, VA 24266

     Harold Lynn Keene                      Paul Vencill
     P. O. Box 1320                         P. O. Box 129
     Honaker, VA 24260                      Lebanon, VA 24266

     John Maxfield                          B. Scott White
     3270 Oak Circle Drive                  Rt. 2, Box 181-A
     Rosedale, VA 24280                     Castlewood, VA 24224

     Fred Meade
     P. O. Box 10
     St. Paul, VA 24283

      Commencing with the first shareholders' meeting at which directors are
elected, the directors shall be classified, with respect to the time for which
they severally hold office, into three classes, as nearly equal in number as
possible, one class to be originally elected for a term expiring at the annual
meeting of stockholders to be held in 2002 another class to be originally
elected for a term expiring at the annual meeting of stockholders to be held in
2003 and another class to be originally elected for a term expiring at the
annual meeting of stockholders to be held in 2004, with each class to hold
office until its successor is elected and qualified. At each annual meeting of
the stockholders of the Corporation, the successors of the class of directors
whose term expires at that meeting shall be elected to hold office for a term
expiring at the annual meeting of stockholders held in the third year following
the year of their election.

                                                                       Exhibit B

<PAGE> 10


                                    ARTICLE V

                     REGISTERED OFFICE AND REGISTERED AGENT

      The initial registered office of the Corporation is P.O. Drawer 1210,
Russell Street, Kilgore Building, St. Paul, Virginia, 24283, which is located in
the County of Wise, Virginia. The initial registered agent is Frank Kilgore,
whose business address is the same as the initial registered office and who is a
resident of Virginia, a member of the Board of Directors of the Corporation and
a member of the Virginia State Bar.

                                   ARTICLE VI

                  INDEMNIFICATION AND ELIMINATION LIABILITY

      1.    Indemnification of Directors and Officers. Except as provided in
Section 2 of this Article, the Corporation shall indemnify every individual made
a party to a proceeding because he is or was a director or officer against
liability incurred in the proceeding if: (i) he conducted himself in good faith;
and (ii) he believed, in the case of conduct in his official capacity with the
Corporation, that his conduct was in its best interests and, in all other cases,
that his conduct was at least not opposed to its best interests (or in the case
of conduct with respect to an employee benefit plan, that his conduct was for a
purpose he believed to be in the interests of the participants of and
beneficiaries of the plan); and (iii) he had no reasonable cause to believe, in
the case of any criminal proceeding, that his conduct was unlawful.

      2.    Indemnification  Not Permitted.  The Corporation shall not
indemnify any individual  against his willful misconduct or a knowing violation
of the criminal law or against any liability incurred by him in any proceeding
charging improper personal benefit to him, whether or not by or in the right
of the Corporation or involving action in his official capacity, in which he
was adjudged liable by a court of competent jurisdiction on the basis that
personal benefit was improperly received by him.

      3.    Effect of Judgment or  Conviction.  The termination of a proceeding
by judgment, order, settlement or conviction is not, of itself, determinative
that an individual did not meet the standard of conduct set forth in Section 1
of this Article or that the conduct of such individual constituted willful
misconduct or a knowing violation of the criminal law.

      4.    Determination and Authorization. Unless ordered by a court of
competent jurisdiction, any indemnification under Section 1 of this Article
shall be made by the Corporation only as authorized in the specific case upon a
determination that indemnification of the individual is permissible in the
circumstances because: (i) he met the standard of conduct set forth in Section 1
of this Article and, with respect to a proceeding by or in the right of the
Corporation in which such individual was adjudged liable to the Corporation, he
is fairly and reasonably entitled to indemnification in view of all of the
relevant circumstances even though he was adjudged liable; and (ii) the conduct
of such individual did not constitute willful misconduct or a knowing violation
of the criminal law.

      Such determination shall be made: (i) by the board of directors by a
majority vote of a quorum consisting of directors not at the time parties to the
proceeding; or (ii) if such a quorum cannot be obtained, by a majority vote of a
committee duly designated by the board of directors (in which designation
directors who are parties may participate), consisting solely of two or more
directors not at the time parties to the proceeding; or (iii) by special legal
counsel selected by the board of directors or its committee in the manner
heretofore provided or, if such a quorum of the board of directors cannot be
obtained and such a committee cannot be designated, selected by a majority vote
of the board of directors (in which selection directors who are parties may
participate); or (iv) by the shareholders, but shares owned by or voted under
the control of individuals who are at the time parties to the proceeding may not
be voted on the determination.


                                                                      Exhibit B

<PAGE> 11


      Authorization of indemnification evaluation as to reasonableness of
expenses and determination and authorization of advancements for expenses shall
be made in the same manner as the determination that indemnification is
permissible, except that if the determination is made by special legal counsel,
authorization of indemnification and evaluation as to reasonableness of expenses
shall be made by those selecting such counsel.

      5.    Advance for Expenses. The Corporation may pay for or reimburse the
reasonable expenses incurred by any individual who is a party to a proceeding in
advance of final disposition of the proceeding if: (i) he furnished the
Corporation a written statement of his good faith belief that he has met the
standard of conduct described in Section 1 of this Article and a written
undertaking, executed personally or on his behalf, to repay the advance if it is
ultimately  determined that  indemnification of such individual in the
specific case in not permissible; and (ii) a determination is made that the
facts then known to those making the determination would not preclude
indemnification under this Article. An undertaking furnished to the Corporation
in accordance with the provisions of this Section shall be an unlimited general
obligation of the individual furnishing the same but need not be secured and may
be accepted by the Corporation without reference to financial ability to make
repayment.

      6.    Indemnification of Employees and Agents. The Corporation may, but
shall not be required to, indemnify and advance expenses to employees and agents
of the Corporation to the same extent as provided in this Article with respect
to directors and officers.

      7.    Elimination of Liability of Directors and Officers. Except as
provided in Section 8 of this Article, in any proceeding brought by or n the
right of the Corporation or brought by or on behalf of shareholders of the
Corporation, a director or officer of the Corporation shall not be liable in any
monetary amount for damages arising out of or resulting from a single
transaction, occurrence or course of conduct.

      8.    Liability of Directors  and  Officers Not Eliminated.  The liability
of a director or officer shall not be eliminated in accordance with the
provisions of Section 7 of this Article if the director or officer engaged in
willful misconduct or a knowing violation of the criminal law or of any federal
or state securities law, including without limitation, any claim of
unlawful insider trading or manipulation of the market for any security.

      9.     Definitions.  In this Article:

      "Director" and "officer" mean an individual who is or was a director or
officer of the Corporation, as the case may be, or who, while a director or
officer of the Corporation is or was serving at the Corporation's request as a
director, officer, partner, trustee, employee or agent of another foreign or
domestic corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise. A director or officer shall be considered to be serving an
employee benefit plan at the Corporation's request if his duties to the
Corporation also impose duties on, or otherwise involve services by, him to the
plan or to participants in or beneficiaries of the plan.

      "Individual" includes unless the context requires otherwise, the estate
heirs, executors,  personal representatives and administrators of an
individual.


                                                                      Exhibit B

<PAGE> 12


      "Corporation"  means the Corporation and any domestic or foreign
predecessor entity of the Corporation in a merger or other transaction in which
the predecessor's existence ceased capon the consummation of the transaction.

      "Expenses" includes but is not limited to counsel fees.

      "Liability" means the obligation to pay a judgment,  settlement,
penalty, fine, including any excise tax assessed with respect to an employee
benefit plan, or reasonable expenses incurred with respect to a proceeding.

      "Official capacity" means: (i) when used with respect to a director, the
office of director in the Corporation; (ii) when used with respect to an
officer, the office in the Corporation held by him; or (iii) when used with
respect to an employee or agent, the employment or agency relationship
undertaken by him on behalf of the Corporation. "Official capacity" does not
include service for any foreign or domestic corporation or other partnership,
joint venture, trust, employee benefit plan or other enterprise.

      "Party" includes an individual who was, is or is threatened to be made a
named defendant or respondent in a proceeding.

      "Proceeding" means any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative and whether
formal or informal.

      10.    Provisions Not Exclusive. As authorized by the Virginia Stock
Corporation Act, the provisions of this Article are in addition to and not in
limitation of the specific powers of a corporation to indemnify directors and
officers set forth therein. If any provision of this Article shall be
adjudicated invalid or unenforceable by a court of competent jurisdiction, such
adjudication shall not be deemed to invalidate or otherwise affect any other
provision hereof or any power of indemnity which the Corporation may have under
the Virginia Stock  Corporation Act or other laws of the Commonwealth of
Virginia.

                                   ARTICLE VII

                 SHAREHOLDER APPROVAL OF CERTAIN TRANSACTIONS

      An amendment of the Corporation's Articles of Incorporation, a plan of
merger or share exchange, a transaction involving the sale of all or
substantially all the Corporation's assets other than in the regular course of
business and a plan of dissolution shall be approved by the vote of a majority
of all the votes entitled to be cast on such transactions by each voting group
entitled to vote on the transaction at a meeting at which a quorum of the voting
group is present, provided that the transaction has been approved and
recommended by at least two-thirds of the Directors in office at the time of
such approval and recommendation. If the transaction is not so approved and
recommended by at least two-thirds of the Directors in office, then the
transaction shall be approved by the vote of eighty percent (80%) or more of all
the votes entitled to be cast on such transactions by each voting group entitled
to vote on the transaction.


                                                                      Exhibit B

<PAGE> 13



                                     BYLAWS
                                       OF
                         NEW PEOPLES BANKSHARES, INC.


                                                                      Exhibit C

<PAGE> 14


                                TABLE OF CONTENTS


ARTICLE 1 - SHARES ........................................................16

Section 1.  Certificates ..................................................16
Section 2.  Signatures ....................................................16
Section 3.  Duplicate Certificates ........................................16
Section 4.  Transfer of Shares ............................................16
Section 5.  Restrictions on Transfer ......................................16

ARTICLE II - SHAREHOLDERS .................................................16

Section 1.  Holders of Shares .............................................16
Section 2.  Meetings Generally ............................................17
Section 3.  Annual Meetings ...............................................17
Section 4.  Special Meetings ..............................................17
Section 5.  Notice ........................................................17
Section 6.  Determination of Shareholders of Record .......................17
Section 7.  Conduct of Meetings ...........................................18
Section 8.  Proxies .......................................................18
Section 9.  Procedure at Meetings .........................................18
Section 10. Shareholder Proposals .........................................18
Section 11. Quorum and Voting .............................................19
Section 12. Inspectors ....................................................19
Section 13. Adjournments ..................................................19

ARTICLE III - DIRECTORS ...................................................19

Section 1.  General Powers ................................................19
Section 2.  Number of Directors ...........................................19
Section 3.  Qualifications and Election ...................................19
Section 4.  Regular Meetings ..............................................20
Section 5.  Special Meetings ..............................................20
Section 6.  Notice ........................................................20
Section 7.  Waiver of Notice ..............................................20
Section 8.  Action Without Meeting ........................................20
Section 9.  Conduct of Meetings ...........................................20
Section 10. Procedure at Meetings .........................................20
Section 11. Participation by Conference Telephone .........................20
Section 12. Quorum ........................................................21
Section 13. Committees ....................................................21
Section 14. Removal .......................................................21
Section 15. Vacancies .....................................................21
Section 16. Nominations of Director Candidates ............................21
Section 17. Resignation ...................................................21
Section 18. Directors' Compensation .......................................22

                                                                      Exhibit C


<PAGE> 15

ARTICLE IV - OFFICERS .....................................................22

Section 1.  Generally .....................................................22
Section 2.  Chairman ......................................................22
Section 3.  President and Chief Executive Officer .........................22
Section 4.  Executive Vice President ......................................23
Section 5.  Vice Presidents ...............................................23
Section 6.  Treasurer .....................................................23
Section 7.  Secretary .....................................................23
Section 8.  Delegation of Power ...........................................23
Section 9.  Term of Office ................................................23
Section 10. Resignation ...................................................23
Section 11. Removal .......................................................23
Section 12. Execution of Instruments ......................................23
Section 13. Proxies .......................................................24

ARTICLE V - MISCELLANEOUS .................................................24

Section 1.  Seal ..........................................................24
Section 2.  Amendments ....................................................24
Section 3.  Fiscal Year and Accounting ....................................24


                                                                      Exhibit C


<PAGE> 16


                                     BYLAWS

                                       OF

                         NEW PEOPLES BANKSHARES, INC.

                                    ARTICLE I

                                     SHARES

      Section 1. Certificates. All shares of the capital stock issued by the
Corporation shall, when fully paid, be represented by certificates in such form
as may be required by law and approved by the Board of Directors. Share
certificates shall, subject to the provisions of Section 2 of this Article, be
signed by the Chairman of the Board of Directors or the President and Chief
Executive Officer or by the Secretary or an Assistant Secretary or any other
officer authorized by resolution of the Board of Directors. Each share
certificate may, but need not, be sealed with the seal of the Corporation or a
facsimile thereof.

      Section 2. Signatures. The signatures of the officers upon a share
certificate may be facsimiles if the certificate is countersigned by a transfer
agent, or registered by a registrar, other than the Corporation itself or an
employee of the Corporation. If any person who signed, either manually or by
facsimile, a share certificate no longer holds office when such certificate is
issued, the certificate is nevertheless valid.

      Section 3. Duplicate Certificates. In case of the loss, mutilation or
destruction of a share certificate, a duplicate may be issued upon such terms,
and bearing such legend, if any, as the Board of Directors may lawfully
prescribe.

      Section 4. Transfer of Shares. A transfer of shares shall be made on the
share transfer books of the Corporation only upon surrender of the certificates
representing the shares transferred, endorsed or accompanied by a written
assignment signed by the holder of record or by his duly authorized
attorney-in-fact. The Board of Directors may from time to time make such
reasonable regulations governing the transfer of shares as it may deem necessary
or proper.

      Section 5. Restrictions on Transfer. A transfer of shares shall be made
only in accordance with any provisions of the articles of incorporation or these
Bylaws or an agreement among the shareholders or between the shareholders and
the Corporation that impose restrictions on the transfer of shares.

                                     ARTICLE II

                                    SHAREHOLDERS

      Section 1. Holders of Shares. Only shareholders of record on the share
transfer books of the Corporation shall be entitled to be treated by the
Corporation as the holders of the shares standing in their respective names,
and, except to the extent, if any, required by law, the Corporation shall not be
obligated to recognize any equitable or other claim to or interest in any share
on the part of any other person, whether or not it shall have express or other
notice hereof.
                                                                      Exhibit C


<PAGE> 17


      Section 2. Meetings Generally. Meetings of shareholders shall be held at
the principal office of the Corporation or at such other place, within or
without the Commonwealth of Virginia, as the Board of Directors may designate
from time to time. At least ten days before each meeting, 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 or any
adjournment thereof, with the address and number of shares held by each,
arranged by voting group and within each voting group by class or series of
shares. For a period of ten days prior to the meeting the list of shareholders
kept on file at the registered office or the principal office of the Corporation
or at the office of its transfer agent or registrar shall be subject to
inspection by any shareholders 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 purposes thereof.

      Section 3. Annual Meetings. An annual meeting of the shareholders shall be
held in August, September or October of each year, at a place and time set by
the Board of Directors, for the purpose of electing directors and transacting
such other business as may properly come before the meeting.

      Section 4. Special Meetings. A special meeting of the shareholders shall
be held on the call of the Chairman of the Board of Directors or by a majority
of the Board of Directors. At a special meeting, no business shall be transacted
and no corporate action shall be taken other than as stated in the notice of the
meeting.

      Section 5. Notice. Written notice of the date, time and place of the
meeting and, in the case of a special meeting (or if required by law, the
articles of incorporation or these Bylaws), the purpose or purposes for which
the meeting is called shall be given to each shareholder entitled to vote at the
meeting. Such notice shall be given either by personal delivery or by mail, by
or at the direction of the officer or persons calling the meeting, not more than
60 days nor less than ten days before the date of the meeting (except that such
notice shall be given to each shareholder, whether or not entitled to vote, not
less than 25 days before a meeting called to act on an amendment to the articles
of incorporation, a plan of merger or share exchange, a proposed sale, lease,
exchange or other disposition of all, or substantially all, of the property of
the Corporation other than in the usual and regular course of business, or the
dissolution of the Corporation, which notice shall be accompanied by a copy of
the proposed amendment, plan of merger or share exchange, agreement of sale or
plan of dissolution, as the case may be). Notice to a shareholder shall be
deemed given when mailed postage prepaid, correctly addressed, to the
shareholder at his address as shown in the current record of shareholders of the
Corporation.

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

      Section 6. Determination  of Shareholders of Record.  The share
transfer books may be closed by order of the Board of Directors for not more
than 70 days for the purpose of determining shareholders entitled to notice of
or to vote at any meting of the shareholders or any adjournment thereof (or
entitled to receive any distribution or in order to make a determination of
shareholders for any other purpose). In lieu of closing such books, the Board of
Directors may fix in advance as the record date for any such determination a
date not more than 70 days before the date on which such meeting is to be held
(or such distribution made or other action requiring such determination is to be
taken). If the books are not thus closed or the record date is not thus fixed,
the record date shall be the close of business on the day before the effective
date of the notice to shareholders.

                                                                      Exhibit C

<PAGE> 18


      Section 7. Conduct of  Meetings.  The Chairman of the Board of
Directors, or in his absence the Vice Chairman (or in their absence the
President and Chief Executive Officer), shall act as chairman of and preside
over meetings of the shareholders. If no such officer is present, the meeting
shall elect a chairman. The Secretary, or in his absence the Assistant
Secretary, shall act as the secretary of such meetings. If no such officer is
present, the chairman shall appoint a secretary of the meeting. Unless varied by
the Chairman of the meeting, the order of business at the annual meeting of
shareholders and as far as is practicable at any other meetings of the
shareholders shall be:

                  1.    Opening of meeting by the Chairman;
                  2.    Determination of presence of a quorum;
                  3.    Proof of notice of meeting;
                  4.    Reading and approval of minutes of prior meetings;
                  5.    Report of officers;
                  6.    Old or unfinished business;
                  7.    New business;
                  8.    Election of directors; and
                  9.    Adjournment.

      Section 8. Proxies. A shareholder may appoint a proxy to vote or otherwise
act for him by signing and dating an appointment form, either personally or by
his attorney-in-fact. No appointment of proxy shall be valid after the
expiration of 11 months from the date of its execution, unless otherwise
provided therein. Every appointment of proxy shall be revocable by the
shareholder executing it, unless the appointment form conspicuously states that
it is irrevocable and that it is coupled with an interest in accordance with
law.

      Section 9. Procedure at Meetings. The procedure at meetings of the
shareholders shall be determined by the chairman, and the vote on all questions
before any meeting shall be taken in such manner as the chairman prescribes.
However, upon the demand of the holders in the aggregate of at least twenty
percent of all the votes entitled to be cast on any issue proposed to be
considered at the meeting, such vote shall be by ballot.

      Section 10. Shareholder Proposals. Any shareholder entitled to vote on the
matters brought before the meeting generally may make a proposal relating to the
business of the Corporation, but only if written notice of such shareholder
proposal has been given, either by personal delivery or by United States mail,
postage prepaid to the Secretary of the Corporation not less than thirty (30)
days prior to the first anniversary date of the initial notice given to
shareholders of record on the record date for the previous annual meeting by or
at the direction of the Board of Directors; provided, however, that such notice
shall not be required to be given more than ninety (90) days prior to the annual
meeting of shareholders.

      A shareholder's notice to the Secretary shall set forth as to each matter
of business the shareholder proposes to bring before the annual meeting: (a) a
description of the business intended to be brought before the annual meeting,
including the text of any resolution to be presented, and the reasons for
conducting such business at the annual meeting; (b) the name and address of the
shareholder proposing such business; (c) a representation that the shareholder
is a holder of record of stock of the Corporation entitled to vote at the annual
meeting and intends to appear in person or by proxy at the meeting to bring the
business specified in the notice before the meeting; (d) the class and number of
shares of stock of the Corporation owned (i) of record and (ii) beneficially by
the shareholder; and (e) any material interest of the shareholder in the
business to be brought before the meeting.

                                                                      Exhibit C

<PAGE> 19


      In the event a shareholder attempts to bring business before any meeting
without complying with the provisions of this section, the presiding officer of
the meeting may determine and declare to the meeting that the business was not
properly brought before the meeting, and such business shall not be transacted.

      Section 11.  Quorum and  Voting.  A quorum at any  meeting of
shareholders shall be a majority of the votes entitled to be cast,
represented in person or by proxy. If a quorum exists, action on a matter is
approved by a majority of the votes cast within the voting group, unless a
greater vote is required by law or the articles of incorporation (except that in
elections of directors those receiving the greatest number of votes shall be
elected even though less than a majority).

      Section 12. Inspectors. An appropriate number of inspectors for any
meeting of stockholders may be appointed by the Chairman of such meeting.
Inspectors so appointed will open and close the polls, will receive and take
charge of proxies and ballots, and will decide all questions as to the
qualifications of voters, validity of proxies and ballots, and the number of
votes properly cast.

      Section 13. Adjournments. A majority of the votes entitled to be cast at
any meeting, represented in person or by proxy, even though less than a quorum,
may adjourn the meeting to a fixed time and place. If a meeting of the
shareholders is adjourned to a date more than 120 days after the date fixed for
the original meeting, notice of the adjourned meeting shall be given as in the
case of the original meeting. If a meeting is adjourned for less than 120 days,
no notice of the date, time or place of the adjourned meeting or, in the case of
a special meeting, the purpose or purposes for which the meeting is called, need
be given other than by announcement at the meeting at which the adjournment is
taken, prior to such adjournment. If a quorum shall be present at any adjourned
meeting, any business may be transacted which might have been transacted if a
quorum had been present at the meeting as originally called.

                                   ARTICLE III

                                    DIRECTORS

      Section 1. General Powers.  Except as expressly provided in the
articles of incorporation or these Bylaws, 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, the Board of Directors.

      Section 2. Number of Directors. The initial Board of Directors shall
consist of no less than 7 and no more than 15 individuals, with such number to
be adjusted from time to time by resolution of the Board of Directors in
accordance with the articles of incorporation and bylaws. The Board of Directors
in making adjustments to the number on the Board, shall at no time have fewer or
more than the minimum and maximum number allowed under the Articles of
Incorporation.

      Section 3. Qualifications  and Election.  Directors need not be
residents of the Commonwealth of Virginia. The directors shall be elected at
each annual meeting of the shareholders to succeed those directors whose terms
have expired and to fill any vacancies then existing. In accordance with the
provisions of the Articles of Incorporation, directors shall hold their offices
for staggered three year terms and until their successors are elected and
qualify.

                                                                      Exhibit C

<PAGE> 20


      Section 4. Regular  Meetings.  Regular meetings of the Board of
Directors may be held without notice at the principal office of the Corporation
or at such other place, within or without the Commonwealth of Virginia, as the
Board of Directors may designate from time to time. A regular meeting of the
Board of Directors shall be held as soon as practicable after each annual
meeting of the shareholders for the purpose of appointing officers and
transacting such other business as may properly come before the meeting.

      Section  5. Special   Meetings.   Special  meetings  of  the  Board  of
Directors  may be called at any time by the Chairman of the Board of Directors
or by a majority of the Board of Directors.

      Section 6.  Notice. Written notice of the date, time and place of special
meetings shall be given to each director either by personal delivery or by mail,
by or at the direction of the officer or director calling the meeting, to the
address of such director as it appears in the records of the Corporation not
less than three days before the date of the meeting. Neither the business to be
transacted at, nor the purpose of, any meeting of the Board of Directors need be
specified in the notice or any waiver of notice of such meeting.

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

      Section 7. Waiver of Notice. Notice of any meeting may be waived before or
after the date and time of the meeting in writing signed by the director
entitled to notice and delivered to the Secretary of the Corporation for
inclusion in the minutes of the meeting or filing with the corporate records.

      Section 8. Action Without Meeting. Any action required or permitted by law
to be taken at a meeting of the Board of Directors may be taken without a
meeting if the action is taken by all of the members of the Board of Directors.
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 taken, and
included in the minutes or filed with the corporate records reflecting the
action taken.

      Section 9. Conduct of  Meetings.  The Chairman of the Board of
Directors, or in his absence the Vice Chairman (or in their absence the
President and Chief Executive Officer), shall act as chairman of and preside
over meetings of the Board of Directors. If no such officer is present, the
meeting shall elect a chairman. The Secretary of the Board of Directors shall
act as secretary of such meetings. If no such officer is present, the chairman
shall appoint a secretary of the meeting.

      Section 10. Procedure at Meetings. The procedure at meetings of the Board
of Directors shall be determined by the chairman, and the vote on all matters
before any meeting shall be taken in such manner as the chairman may prescribe.

      Section 11. Participation by Conference Telephone. The Board of
Directors may permit any or all directors to participate in a meeting of the
directors by, or conduct the meeting through the use of, conference telephone or
any other 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.
When a meeting is so conducted, a written record shall be made of the action
taken at such meeting.

                                                                      Exhibit C

<PAGE> 21


      Section 12. Quorum. A quorum at any meeting of the Board of Directors
shall be a majority of the number of directors fixed or prescribed by these by
Bylaws or, if no number is prescribed, the number of directors in office
immediately before the meeting begins. The affirmative vote of the majority of
the directors present at a meeting at which a quorum is present shall be the act
of the Board of Directors. Less than a majority may adjourn any meeting.

      Section 13. Committees. The Board of Directors may create one or more
committees. The Chairman shall appoint two or more members of the Board of
Directors to serve on such committees. Any such committee shall be governed by
Corporation policy pertaining to each committee.

      The provisions of Sections 4 through 12 of this Article, which provide
for, among other things, meetings, action without meetings, notice and waiver of
notice, quorum and voting requirements of the Board of Directors, shall apply to
committees and their members as well.

      Section 14. Removal. Any director may be removed from office at a meeting
called expressly for that purpose by the vote of stockholders holding a majority
of the shares entitled to vote at an election of directors.

      Section 15. Vacancies. If the office of any director shall become vacant,
the directors at the time in office, whether or not a quorum, may, by majority
vote of the directors then in office, choose a successor who shall hold office
until the next annual meeting of shareholders.  Vacancies resulting from the
increase in the number of directors shall be filled in the same manner.

      Section 16. Nominations of Director Candidates.  Any shareholder
entitled to vote in the election of directors generally may nominate one or more
persons for election as directors at a meeting, but only if written notice of
such shareholder's intent to make such nomination(s) has been given, either by
personal delivery or by United States mail, postage prepaid, to the Secretary of
the Board not less than thirty (30) days prior to the first anniversary date of
the initial notice given to shareholders of record on the record date for the
previous annual meeting by or at the direction of the Board of Directors;
provided, however, that such notice shall not be required to be given more than
ninety (90) days prior to the annual meeting of shareholders. Each such notice
of a shareholder's intention to make nomination(s) shall set forth: (a) the name
and address of the shareholder who intends to make the nomination of the
person(s) and of the person(s) to be nominated; (b) a representation that the
shareholder is the owner 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(s) specified in the notice; (c) a description of all arrangements or
understandings between the shareholder and each nominee for director and any
other person(s) (naming such person(s)) pursuant to which the nomination(s) are
to be made by the shareholder; (d) such other information regarding such 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, including, but not limited to, the amount and nature of his
beneficial ownership of the Corporation's securities and his principal
occupation for the past five years; and (e) the written consent of each nominee
to serve as a director of the Corporation if so elected. The presiding officer
at any meeting may refuse to acknowledge the nomination of any person not made
in compliance with the foregoing sentence.

      Section 17. Resignation.  A director may resign at any time by
delivering written notice to the Board of Directors, the Chairman of the Board
of Directors, the President and Chief Executive Officer or the Secretary. A
resignation shall be effective when delivered, unless the notice specifies a
later effective date.

                                                                      Exhibit C

<PAGE> 22


      Section 18. Directors' Compensation. By resolution of the board, directors
may be allowed a fee and expense for attendance at all meetings, but nothing
herein shall preclude directors from serving the Corporation in other capacities
and receiving compensation for such other services.

                                   ARTICLE IV

                                    OFFICERS

      Section 1. Generally. The officers of the Corporation shall be a chairman
of the Board of Directors , a President and Chief Executive Officer, an
Executive Vice President, a Secretary and a Treasurer, each of whom shall be
appointed by the Board of Directors at a regular meeting of the directors held
as soon as may be practicable after each annual meeting of the shareholders or,
if a vacancy shall exist in any office, at a special meeting of the directors
held as soon as may be practicable after the resignation, death or removal of
the officer theretofore holding the same. The Board of Directors, the Chairman
of the Board of Directors, or the President and Chief Executive Officer may
also, from time to time, appoint one or more Vice Presidents or other officers
and assistant officers and fill any vacancy that may exist in any such office as
a result of the resignation, death or removal of the officer theretofore holding
the same. Any officer may hold more than one office and, except for the Chairman
of the Board and the President and Chief Executive Officer, may, but need not,
be a director. Each officer shall have the authority and perform the duties
which pertain to the office held by him, or as set forth in these Bylaws or, to
the extent consistent with these Bylaws, such duties as may be prescribed by the
Board of Directors, the Chairman of the Board of Directors, or the President and
Chief Executive Officer. The Board of Directors may require any officer to give
bond for the faithful performance of his duties as the Board may see fit.

      Section 2. Chairman. The Chairman of the Board of Director shall act as
chairman of and preside over meetings of the shareholders and directors and
shall perform business development and business planning functions and such
other duties as may be lawfully required of, or conferred upon, him by the Board
of Directors. Except as otherwise provided in these Bylaws or in the resolutions
establishing such committees, he shall be ex officio a member of all committees
of the Board. In the absence or disability of the Chairman of the Board, the
President and Chief Executive Officer or in the absence of a President and Chief
Executive Officer, the Secretary shall perform such duties.

      Section 3. President and Chief Executive Officer. The President and Chief
Executive  Officer shall be the chief executive officer of the Corporation.
The President and Chief Executive Officer shall be primarily responsible for the
implementation of the policies of its Board of Directors and shall have general
supervision over, responsibility for and control of the other officers, agents
and employees of the Corporation. He shall also perform all duties generally
incident to this office, such duties as may be conferred upon him by the Board
of Directors. Except as otherwise provided in these Bylaws or in the resolutions
establishing such committees, he shall be ex officio a member of all committees
of the Board. He may sign and execute in the name of the Corporation stock
certificates, deeds, mortgages, bonds, contracts or other instruments except in
cases where the signing or execution thereof shall be expressly delegated by the
Board of Directors or by these Bylaws to some other officer or agent of the
Corporation or shall be required by law otherwise to be signed or executed. In
addition, he shall perform all duties incident to the office of Chief Executive
Officer and such other duties as from time to time may be assigned to him by the
Board of Directors.

                                                                      Exhibit C

<PAGE> 23


      Section 4. Executive Vice President. Subject to the supervision of the
President and Chief Executive Officer, the Executive Vice President shall assist
with the general management of the business and operations of the Corporation.

      Section 5. Vice  Presidents.  Each Vice  President,  if any,  shall have
such powers and duties as may from time to time be  assigned by the  President
and Chief Executive Officer.

      Section 6. Treasurer. The Treasurer shall have charge of and be
responsible for maintaining adequate financial accounts and records in
accordance with generally accepted principles and for the performance of all
duties incident to the office of Treasurer and such other duties as from time to
time may be assigned to him by the Board of Directors, or the President and
Chief Executive Officer.

      Section 7. Secretary. The Secretary shall act as secretary of all meetings
of the Board of Directors and stockholders of the Corporation. When requested,
he or she shall also act as secretary of the meetings of the committees of the
Board. He or she shall keep and preserve the minutes of all such meetings in
permanent books. He or she shall see that all notices required to be given by
the Corporation are duly given and served; shall have custody of the seal of the
Corporation and shall affix the seal or cause it to be affixed to all stock
certificates of the Corporation and to all documents the execution of which on
behalf of the Corporation under its corporate seal is duly authorized in
accordance with law or the provisions of these Bylaws; shall have custody of all
deeds, leases, contracts and other important corporate documents; shall have
charge of the books, records and papers of the Corporation relating to its
organization and management as a corporation; shall see that all reports,
statements and other documents required by law are properly filed; and shall in
general perform all the duties incident to the office of Secretary and such
other duties as from time to time may be assigned to him or her by the Board of
Directors or the President and Chief Executive Officer.

      Section 8. Delegation of Power. In the event of and during the absence,
disqualification or inability to act of any officer other than the President and
Chief Executive Officer, such other officers or employees as may be designated
by the Board of Directors or by the President and Chief Executive Officer shall
have the authority to perform the duties of such officer.

      Section 9. Term of Office. Each officer shall be appointed to hold office
until the first regular meeting of the Board of Directors held after each annual
meeting of the shareholders, or for such longer or shorter term as the Board of
Directors may specify, and until his successor shall have been appointed or such
earlier time as he shall resign, die or be removed.

      Section 10. Resignation.  An officer may resign at any time by
delivering written notice to the Board of Directors, the President and Chief
Executive Officer or the Secretary. A resignation shall be effective when
delivered unless the notice specifies a later effective date.

      Section  11.  Removal.  Upon the  recommendation  of the  President  and
Chief  Executive  Officer,  any officer may be  removed,  at any time,  by the
Board of Directors.

      Section 12. Execution of Instruments. Checks, drafts, notes and orders
for the payment of money shall be signed by such officer or officers or such
other individual or individuals as the Board of Directors may from time to time
authorize.

                                                                      Exhibit C

<PAGE> 24


      Section 13. Proxies. Unless otherwise prescribed by the Board of
Directors, the Chairman of the Board of Directors or the President and Chief
Executive Officer may from time to time himself or herself, by such proxy or
proxies, attorney or attorneys, agent or agents of the Corporation as he or she
shall designate in the name and on behalf of the Corporation, cast the votes to
which the Corporation may be entitled as a shareholder or otherwise in any other
corporation (except shares held in subsidiary Corporation institutions which may
only be voted at the direction of the Board of Directors), at meetings, or
consent in writing to any action by any such other corporation; and he may
instruct the individual or individuals so appointed as to the manner of casting
such votes or giving such consent, and execute or cause to be executed on behalf
of the Corporation such written proxies, consents, waivers or other instruments
as he may deem necessary or desirable.

                                    ARTICLE V

                                  MISCELLANEOUS

      Section 1. Seal. The seal of the Corporation shall be a flat-face circular
die containing the name of the Corporation of which there may be any number of
counterparts or facsimiles, in such form as the Board of Directors shall from
time to time adopt.

      Section 2. Amendments. These Bylaws may be amended or repealed by the
Board of Directors except to the extent that: (i) this power is reserved
exclusively to the shareholders by law or the articles of incorporation; or (ii)
the shareholders in adopting or amending particular Bylaws provide expressly
that the Board of Directors may not amend or repeal the same. These Bylaws may
be amended or repealed by the shareholders even though the same also may be
amended or repealed by the Board of Directors.

      Section 3.  Fiscal Year and Accounting.  The fiscal year of the
Corporation shall be the calendar year ending December 31.

                                                                      Exhibit C