without notice if all the shareholders entitled to vote at the meeting are present in personor by proxy or if notice is waived in writing by those not present, either before or after themeeting.     1.5 Quorum. Except as otherwise required by the Articles of Incorporation, any numberof shareholders together holding at least a majority of the outstanding shares of capital stockentitled to vote with respect to the business to be transacted, who shall be present in person orrepresented by proxy at any meeting duly called, shall constitute a quorum for the transaction ofbusiness. If less than a quorum shall be in attendance at the time for which a meeting shall havebeen called, the meeting may be adjourned from time to time by (a) the chairman of such meeting or(b) a majority of the shareholders present or represented by proxy without notice other than byannouncement at the meeting.     1.6 Voting. At any meeting of the shareholders, each shareholder of a class entitledto vote on the matters coming before the meeting shall have one vote, in person or by proxy, foreach share of capital stock standing in his or her name on the books of the Corporation at the timeof such meeting or on any date fixed by the Board of Directors not more than 70 days prior to themeeting. Every proxy shall be in writing, dated and signed by the shareholder entitled to vote orhis or her duly authorized attorney-in-fact.**ARTICLE II****Directors**     2.1 General Powers. The property, affairs and business of the Corporation shall bemanaged under the direction of the Board of Directors, and except as otherwise expressly providedby the VSCA or the Articles of Incorporation, all of the powers of the Corporation shall be vestedin such Board.     2.2Number of Directors. The number of Directors shall be 10.
-2-

 
     2.3 Election of Directors.          (a) Directors shall be elected at the annual meeting of shareholders to succeed thoseDirectors whose terms have expired and to fill any vacancies thus existing.          (b) Directors shall hold their offices for terms of one year and until their successors areelected. Any Director may be removed from office at a meeting called expressly for that purpose bythe vote of shareholders holding not less than a majority of the shares entitled to vote at anelection of Directors.          (c) Any vacancy occurring in the Board of Directors may be filled by the affirmative vote ofthe majority of the remaining Directors though less than a quorum of the Board of Directors.          (d) A majority of the number of Directors fixed by these Bylaws shall constitute a quorum forthe transaction of business. The act of a majority of the Directors present at a meeting at whicha quorum is present shall be the act of the Board of Directors.     2.4 Meetings of Directors. Meetings of the Board of Directors shall be held at placeswithin or without the Commonwealth of Virginia and at times fixed by resolution of the Board, orupon call of the President, and the Secretary or officer performing the Secretary’s duties shallgive not less than twenty-four hours’ notice by any manner permitted by the VSCA, including byelectronic transmission (as defined therein), of all meetings of the Directors, provided thatnotice need not be given of regular meetings held at times and places fixed by resolution of theBoard. An annual meeting of the Board of Directors shall be held as soon as practicable after theadjournment of the annual meeting of shareholders. Meetings may be held at any time without
-3-

 
notice if all of the Directors are present, or if those not present waive notice in writing eitherbefore or after the meeting.     In addition, members of the Board of Directors or any committee designated thereby pursuant toArticle III hereof may participate in a meeting of the Board or such committee by means of aconference telephone or similar communications equipment whereby all persons participating in ameeting can hear each other, and participation by such means shall constitute presence in person atsuch meeting.     2.5 Actions Without Meetings. Any action that may be taken at a meeting of the Boardof Directors may be taken without a meeting if a consent in writing, setting forth the action,shall be signed either before or after such action by all the Directors. Such consent shall havethe same force and effect as a unanimous vote.     2.6 Resignation. Any member of the Board of Directors may resign at any time bygiving written notice of his or her intention to do so to the Board of Directors, the Chairman ofthe Board of Directors, the President or the Secretary of the Corporation.**ARTICLE III****Committees**     3.1 Executive Committee. The Board of Directors may, by vote of a majority of thenumber of Directors fixed by these bylaws, designate an Executive Committee. When the Board ofDirectors is not in session, the Executive Committee shall have all power vested in the Board ofDirectors by the VSCA, the Articles of Incorporation or these Bylaws, except as otherwise providedin the VSCA. The Executive Committee shall report at the next regular or special meeting of theboard of Directors all action that the Executive Committee may have taken on behalf of the Boardsince the last regular or special meeting of the Board of Directors.
-4-

 
     3.2 Other Committees. The Board of Directors, by resolution duly adopted, mayestablish committees of the Board having limited authority in the management of the affairs of theCorporation as it may deem advisable and the members, terms and authority of such committees shallbe as set forth in the resolutions establishing the same.     3.3 Meetings. Regular and special meetings of any committee established pursuant tothis Article may be called and held subject to the same requirements with respect to time, placeand notice as are specified in these Bylaws for regular and special meetings of the Board ofDirectors.     3.4 Actions Without Meeting. Any action that may be taken at a meeting of a committeemay be taken without a meeting if a consent in writing, setting forth the action so to be taken,shall be signed before such action by all the members of the committee. Such consent shall havethe same force and effect as a unanimous vote.     3.5 Quorum and Manner of Acting. A majority of the members of any committee servingat the time of any meeting thereof shall constitute a quorum for the transaction of business atsuch meeting. The action of a majority of those members present at a committee meeting at which aquorum is present shall constitute the act of the committee.     3.6 Term of Office. Members of any committee shall be elected by vote of a majorityof the number of Directors fixed by these Bylaws and shall hold office until their successors areelected by the Board of Directors or until such committee is dissolved by the Board of Directors.     3.7 Resignation and Removal. Any member of a committee may resign at any time bygiving written notice of his or her intention to do so to the President or the Secretary of theCorporation, or may be removed, with or without cause, at any time by such vote of the Board ofDirectors as would suffice for his or her election.
-5-

 
     3.8 Vacancies. Any vacancy occurring in a committee resulting from any cause whatevermay be filled by the affirmative vote of a majority of the Directors of the Corporation.**ARTICLE IV****Officers**     4.1 Election. The officers of the Corporation shall consist of a President, aSecretary and a Treasurer, each of whom shall be elected by the Board of Directors. In addition,such other officers as are provided in Section 4.3 of this Article may from time to time be electedby the Board of Directors. All officers shall hold office until the next annual meeting of theBoard of Directors or until their successors are elected. Any two or more officers may be combinedin the same person as the Board of Directors may determine, except that the same person shall notbe President and Secretary.     4.2 Removal of Officers; Vacancies. Any officer of the Corporation may be removedsummarily with or without cause, at any time by a resolution passed at any meeting by affirmativevote of a majority of the Directors of the Corporation. Vacancies may be filled at any meeting ofthe Board of Directors.     4.3 Other Officers. Other officers may from time to time be elected by the Board,including, without limitation, a Chairman of the Board of Directors, who, when present, shallpreside at all meetings of the Board of Directors, one or more Vice Presidents (any one or more ofwhom may be designated as Executive Vice President or Senior Vice President), one or more AssistantSecretaries and one or more Assistant Treasurers.     4.4 Duties. The officers of the Corporation shall have such duties as generallypertain to their offices, respectively, as well as such powers and duties as from time to timeshall be
-6-

 
conferred by the Board of Directors. The Board of Directors may require any officer to give suchbond for the faithful performance of his or her duties as the Board may see fit.**ARTICLE V****Capital Stock**     5.1 Certificates. The shares of capital stock of the Corporation may but need not berepresented by certificates. When shares are represented by certificates, such certificates shallbe in forms prescribed by the Board of Directors and executed in any manner permitted by law andstating thereon the information required by law. Transfer agents and/or registrars for one or moreclasses of shares of the Corporation may be appointed by the Board of Directors and may be requiredto countersign certificates representing shares of such class or classes. If any officer whosesignature or facsimile thereof shall have been used on a share certificate shall for any reasoncease to be an officer of the Corporation and such certificate shall not then have been deliveredby the Corporation, the Board of Directors may nevertheless adopt such certificate and it may thenbe issued and delivered as though such person had not ceased to be an officer of the Corporation.     5.2 Lost, Destroyed and Mutilated Certificates. Holders of the shares of theCorporation shall immediately notify the Corporation of any loss, destruction or mutilation of thecertificate therefor, and the Board of Directors may, in its discretion, cause one or more newcertificates for the same number of shares in the aggregate or cause uncertificated shares for thesame number of shares to be issued to such shareholder upon the surrender of the mutilatedcertificate or upon satisfactory proof of such loss or destruction, and the deposit of a bond insuch form and amount and with such surety as the Board of Directors may require.
-7-

 
     5.3 Transfer of Shares. Uncertificated shares of the Corporation shall be transferable orassignable on the books of the Corporation upon proper instruction from the holder of such shares,and certificated shares of the Corporation shall be transferable or assignable only on the books ofthe Corporation by the holders in person or by attorney on surrender of the certificate for suchshares duly endorsed and, if sought to be transferred by attorney, accompanied by a written powerof attorney to have the same transferred on the books of the Corporation. The Corporation willrecognize the exclusive right of the person registered on its books as the owner of shares toreceive any dividends and to vote as such owner.     5.4 Fixing Record Date. For the purpose of determining shareholders entitled tonotice of or to vote at any meeting of the shareholders or any adjournment thereof, or entitled toreceive payment for any dividend, or in order to make a determination of shareholders for any otherproper purpose, the Board of Directors may fix in advance a date as the record date for any suchdetermination of shareholders, such date in any case to be not more than 70 days prior to the dateon which the particular action, requiring such determination of shareholders, is to be taken. Ifno record date is fixed for the determination of shareholders entitled to notice of or to vote at ameeting of shareholders, or shareholders entitled to receive payment of a dividend, the date onwhich notice of the meeting is mailed or the date on which the resolution of the Board of Directorsdeclaring such dividend is adopted, as the case may be, shall be the record date for suchdetermination of shareholders. When a determination of shareholders entitled to vote at anymeeting of shareholders has been made as provided in this section, such determination shall applyto any adjournment thereof.
-8-

 
**ARTICLE VI****Miscellaneous Provisions**     6.1 Fiscal Year. The fiscal year of the Corporation shall end on December31st of each year.     6.2 Books and Records. The Corporation shall keep correct and complete books andrecords of account and shall keep minutes of the proceedings of its shareholders and Board ofDirectors. The Company shall also keep at its registered office or principal place of business arecord of its shareholders, giving the names and addresses of all shareholders, and the number,class and series of the shares being held.     6.3 Checks, Notes and Drafts. Checks, notes, drafts and other orders for the paymentof money shall be signed by such persons as the Board of Directors from time to time may authorize.When the Board of Directors so authorizes, however, the signature of any such person may be afacsimile.     6.4 Amendment of Bylaws. These Bylaws may be amended or altered at any meeting of theBoard of Directors by affirmative vote of a majority of the number of Directors fixed by theseBylaws. The shareholders entitled to vote in respect of the election of Directors, however, shallhave the power to rescind, alter, amend or repeal any Bylaws and to enact Bylaws that, if expresslyso provided, may not be amended, altered or repealed by the Board of Directors.     6.5 Voting of Shares Held. Unless otherwise provided by resolution of the Board ofDirectors, the President shall from time to time appoint an attorney or attorneys or agent oragents of this Corporation, in the name and on behalf of this Corporation, to cast the vote whichthis Corporation may be entitled to cast as a shareholder or otherwise in any other corporation,any of whose stock or securities may be held in this Corporation, at meetings of the holders of
-9-

 
the shares or other securities of such other corporation, or to consent in writing to anyaction by any such other corporation, and shall instruct the person or persons so appointed as tothe manner of casting such votes or giving such consent and may execute or cause to be executed onbehalf of this Corporation and under its corporate seal or otherwise, such written proxies,consents, waivers or other instruments as may be necessary or proper in the premises; or, in lieuof such appointment, the President may attend in person any meetings of the holders of shares orother securities of any such other corporation and there vote or exercise any or all power of thisCorporation as the holder of such shares or other securities of such other corporation.
-10-