BAY BANKS OF VIRGINIA, INC.

BY-LAWS

These By-Laws reflect the following amendment:

Amendment to Article III-Directors, Section 3-Number of Directors approved by

Bay Banks of Virginia, Inc. Board on 2/18/04.

50

Article I

Stock

Section 1. Certificates. Certificates evidencing stock shall be issued to each stockholder in such form as may be approved by the Board of Directors. Certificates shall be signed by the Chairman or President and by the Secretary or Assistant Secretary. No certificates shall be issued until the same shall have been paid for in full.

Section 2. Transfers of Stock. All transfers of stock shall be made upon its books by surrender of certificates for the shares transferred, accompanied by an assignment in writing executed by the holder. The assignment may be accomplished either by the holder in person or by duly authorized attorney in fact.

Section 3. Lost Certificates. In case of loss, mutilation or destruction of a certificate of stock, a duplicate certificate may be issued upon such terms not in conflict with the law as the Board of Directors may prescribe.

Article II

Stockholders

Section 1. Annual Meeting. The annual meeting of stockholders will be held at 1:00 p.m. on the third Monday of May of each year, or such other date as the Board of Directors may designate, at such place as may be provided in the notice of the meeting.

Section 2. Special Meetings. Special meetings may be called by the Chairman of the Board, the President, or a majority of the Board of Directors.

Section 3. Notice of Meetings. Except as otherwise required by law, notice of meetings, whether regular or special, shall be prepared and mailed by the Secretary or an Assistant Secretary to each stockholder at his address of record, not less than ten (10) days before any meeting; and in the case of a special meeting, such notice shall state the purpose of the meeting.

Section 4. Quorum and General Voting at Stockholders Meetings. A quorum at any meeting of stockholders shall consist of sixty percent (60%) of the shares entitled to vote, represented in person or by proxy. Except as provided in Section 2 of Article VI of the Articles of Incorporation, sixty percent (60%) vote of such quorum shall decide any question that may come before the meeting. Each stockholder shall be entitled to one vote in person or by proxy for each share entitled to vote standing in his name on the books of the Company. The Chairman of the meeting may appoint one or more inspectors of the election to determine the qualification of votes, the validity of proxies and the results of ballots.

Section 5. Stockholders Proposals. To be properly brought before a meeting of stockholders, business must be (1) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (2) otherwise properly brought before the meeting by or at the direction of the Board of Directors or (3) otherwise properly brought before the meeting by a stockholder. In addition to any other applicable requirements, for business to be properly brought before an Annual Meeting by a stockholder, the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation. To be timely, a stockholders notice must be given, either by personal delivery or by United States registered or certified mail, postage prepaid, to the Secretary of the Corporation not later than 120 days prior to the date of the anniversary of the immediately preceding Annual Meeting. A stockholders notice to the Secretary shall set forth as to each matter the stockholder proposes to bring before the Annual Meeting (1) a brief description of the business desired to be brought before the Annual Meeting, including the complete text of any resolutions to be presented at the Annual Meeting with respect to such business, and the reasons for conducting such business at the meeting, (2) the name and address of record of the stockholder proposing such business, (3) the class and number of shares of the Corporation that are beneficially owned by the stockholder and (4) any material interest of the stockholder in such business. In the event that a stockholder attempts to bring business before an Annual Meeting without complying with the foregoing procedure, the Chairman of the meeting may declare to the meeting that the business was not properly brought before the meeting and, if he shall so declare, such business shall not be transacted.

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