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                                                                    EXHIBIT 3(i)

                          AMENDED AND RESTATED CHARTER
                                       OF
                         GREENE COUNTY BANCSHARES, INC.

      1. The name of the Corporation is Greene County Bancshares, Inc.

      2. The duration of the Corporation is perpetual.

      3. The address of the principal office of the Corporation in the State of
Tennessee shall be 110 North Main Street, Greeneville, Greene County, Tennessee.

      4. The Corporation is for profit.

      5. The purposes for which the Corporation is organized are:

         a) To carry on the business of a bank holding company, as defined in 
      the federal Bank Holding Company Act of 1956, as amended, and to do all
      acts and things now and hereinafter permitted to be done by such a company

         b) To acquire by purchase, subscription, or otherwise, and to
      receive, hold, own, guarantee, sell, assign, exchange, transfer, mortgage,
      pledge, or otherwise dispose of or deal in and with any and all
      securities, as such term is hereinafter defined, issued or created by any
      corporation, firm, association or other entity, public or private, whether
      formed under the laws of the United States of America or of any state,
      commonwealth, territory, dependency or possession thereof, or of any
      foreign country or of any political subdivision, territory, dependency,
      possession or municipality thereof, or issued or created by the United
      States of America or any state or commonwealth thereof or any foreign
      country or by any agency, subdivision, territory, dependency, possession
      or municipality of any of the foregoing, and as owner thereof to possess
      and exercise all the rights, powers and privileges of ownership, including
      the right to execute consents and vote thereon. The term "securities" as
      used in this Charter shall mean any and all notes, stocks, treasury
      stocks, bonds, debentures, evidences of indebtedness, certificates of
      interest or participation in any profit-sharing agreement, collateral
      trust certificates, preorganization certificates or subscriptions,
      transferable shares, investment contracts, voting trust certificates,
      certificates of deposit for a security or, in general, any interests or
      instruments commonly known as "securities" or any and all certificates of
      interest or participation in, temporary or interim certificates for,
      receipts for, guaranties of, or warranties or rights to subscribe to or
      purchase, any of the foregoing

         c) To make, establish and maintain investments in securities, and to
      supervise and manage such investments


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            d) To cause to be organized under the laws of the United States of
      America or of any state, commonwealth, territory, dependency or possession
      thereof, or of any foreign country or of any political subdivision,
      territory, dependency, possession or municipality thereof, one or more
      corporations, firms, organizations, associations or other entities and to
      cause the same to be dissolved, wound up, liquidated, merged or
      consolidated

            e) To acquire by purchase or exchange, or by transfer to, or by
      merger or consolidation with, the Corporation or any corporation, firm,
      organization, association, or other entity owned or controlled, directly
      or indirectly, by the Corporation, or to otherwise acquire, the whole or
      any part of the business, good will, rights, or other assets of any
      corporation, firm, organization, association or other entity, to operate
      and/or carry on the business of same, and to undertake or assume in
      connection therewith the whole or any part of the liabilities and
      obligations thereof, to effect any such acquisition in whole or in part by
      delivery of cash or other property, including securities issued by the
      Corporation, or by any other lawful means

            f) To aid by loan, subsidy, guaranty or in any other lawful manner
      any corporation, firm, organization, association or other entity of which
      any securities are in any manner directly or indirectly held by the
      Corporation or in which the Corporation or any such corporation, firm,
      organization, association or entity may be or become otherwise interested,
      to guarantee the payment of dividends of any stock issued by any such
      corporation, firm, organization, association or entity, to guarantee with
      or without recourse against any such corporation, firm or organization,
      association or entity or to assume the payment of the principal of, or the
      interest on, any obligations issued or incurred by such corporation, firm,
      organization, association or entity, to do any and all other acts and
      things for the enhancement, protection or preservation of any securities
      which are in any manner, directly or indirectly held, guaranteed or
      assumed by the Corporation, and to do any and all acts and things designed
      to accomplish any such purpose

            g) To borrow money for any business, object or purpose of the
      Corporation from time to time, without limit as to amount, to issue any
      kind of evidence of indebtedness, whether or not in connection with
      borrowing money, including evidences of indebtedness convertible into
      stock of the Corporation, to secure the payment of any evidence of
      indebtedness by the creation of any interest in any of the property or
      rights of the Corporation, whether at that time owned or thereafter
      acquired

            h) To render service, assistance, counsel and advice to, and to act
      in any capacity as representative or agent (whether managing, operating,
      financial, purchasing, selling, advertising or otherwise) of any
      corporation, firm, organization, association, or other entity

            i) To engage in any lawful business and in connection therewith to
      do any lawful act in furtherance of or otherwise necessary or convenient
      to such business


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            The Corporation shall possess and may exercise all powers and
      privileges necessary or convenient to effect any or all of the foregoing
      purposes, or to further any or all of the foregoing powers, and the
      enumeration herein of any specific purposes or powers shall not be held to
      limit or restrict in any manner the exercise by the Corporation of the
      general powers of the State of Tennessee conferred upon corporations
      formed under the Tennessee General Corporation Act

      6.    The maximum number of shares which the Corporation shall have the
authority to issue is

            a) One Hundred Thirty (130) shares of Organizational Common Stock
      with a par value of Ten Dollars ($10.00) per share, which stock shall be
      callable by the Corporation at any time at the par value thereof by action
      of a majority of the Board of Directors

            b) Five Million (5,000,000) shares of Common Stock, with a par value
      of Ten Dollars ($10.00) per share.

      6A.   a) (1) Nominations of persons for election to the Board of Directors
      and the proposal of business to be considered at any annual or special
      meetings of shareholders may be made by the Board of Directors or by any
      shareholder of the Corporation who was a shareholder of record both at the
      time of giving of notice provided for in this Section and at the time of
      the annual meeting, who is entitled to vote at the meeting and who
      complied with the notice procedures set forth in this Section.

               (2) For nominations or other business to be properly brought
      before an annual or special meeting by a shareholder pursuant to paragraph
      (a) (1) of this Section, the shareholder must have given timely notice
      thereof in writing to the Secretary of the Corporation and such other
      business must otherwise be a proper matter for action by shareholders. To
      be timely, a shareholder's notice shall be delivered to the Secretary at
      the principal executive offices of the Corporation no less than 40 days
      nor more than 60 days prior to the scheduled date of such meeting in which
      the matter is to be acted upon; except that if notice or public disclosure
      of the meeting is effected fewer than 50 days before the meeting, such
      written notice must be delivered to the Secretary of the Corporation not
      later than the close of the 10th day following the day on which notice of
      the meeting was mailed to shareholders. In no event shall notice or public
      announcement of a postponement or adjournment of such meeting to a later
      date or time commence a new time period for the giving of a shareholder's
      notice as described above. Such shareholder's notice shall set forth (i)
      as to each person whom the shareholder proposes to nominate for election
      or reelection as a director all information relating to such person that
      is required to be disclosed in solicitations of proxies for election of
      directors, or is otherwise required, in each case pursuant to Regulation
      14A under the Securities Exchange Act of 1934, as amended (the "Exchange
      Act") (including such person's written consent to being named in the proxy
      statement as a nominee and to serving as a director if elected); (ii) as
      to any other business that the shareholder proposes to bring before the
      meeting, a brief description of the business desired to be brought before
      the meeting, the reasons for conducting such business at the meeting and
      any material 

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      interest in such business of such shareholder and of the beneficial owner,
      if any, on whose behalf the proposal is made; and (iii) as to the
      shareholder giving the notice and the beneficial owner, if any, on whose
      behalf the nomination or proposal is made, (x) the name and address of
      such shareholder, as they appear on the Corporation's books, and of such
      beneficial owner and (y) the number of each class of shares of the
      Corporation which are owned beneficially and of record by such shareholder
      and such beneficial owner.

               (3) Notwithstanding anything in the second sentence of paragraph
      (a) (2) of this Section to the contrary, in the event that the number of
      directors to be elected to the Board of Directors is increased and there
      is no public announcement by the Corporation naming all of the nominees
      for director or specifying the size of the increased Board of Directors at
      least 70 days prior to the first anniversary of the preceding year's
      annual meeting, a shareholder's notice required by this Section shall also
      be considered timely, but only with respect to nominees for any new
      positions created by such increase, if it shall be delivered to the
      Secretary at the principal executive offices of the Corporation not later
      than the close of business on the tenth day following the day on which
      such public announcement is first made by the Corporation.

            b)(1) Only such persons who are nominated in accordance with the
      procedures set forth in this Section shall be eligible to serve as
      directors and only such business shall be conducted at a meeting of
      shareholders as shall have been brought before the meeting in accordance
      with the procedures set forth in this Section. The presiding officer of
      the meeting shall have the power and duty to determine whether a
      nomination or any business proposed to be brought before the meeting was
      made in accordance with the procedures set forth this Section and, if any
      proposed nomination or business is not in compliance with this Section, to
      declare that such defective nomination or proposal be disregarded.

               (2) For purposes of this Section, "public announcement" shall
      mean disclosure in a press release reported by the Dow Jones News Service,
      Associated Press or comparable news service or in a document publicly
      filed by the Corporation with the Securities and Exchange Commission
      pursuant to Section 13, 14 or 15(d) of the Exchange Act.

               (3) Notwithstanding the foregoing provisions of this Section, a
      shareholder shall also comply with all applicable requirements of state
      law and of the Exchange Act and the rules and regulations thereunder with
      respect to the matters set forth in this Section. Nothing in this Section
      shall be deemed to affect any rights of shareholders to request inclusion
      of proposals in the Corporation's proxy statement pursuant to Rule 14a-8
      under the Exchange Act.

      7. The Corporation will not commence business until consideration of One
Thousand Dollars ($1,000.00) has been received for the issuance of shares



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      7A. Number of Directors. The Board of Directors shall consist of not less
than three (3) or more than fifteen (15) members, unless all of the outstanding
stock of the Corporation is owned of record by less than three (3) shareholders,
in which case the number of directors may be less than three (3), but not less
than the number of shareholders of record. The exact number within such maximum
and minimum numbers shall be determined from time to time in accordance with the
relevant provisions of the Corporation's Bylaws.

      7B. The directors shall be divided into three classes designated as Class
I, Class II and Class III, each class to be as nearly equal in number as
possible. The term of office of the Class I directors shall expire at the first
annual meeting of the shareholders after the date on which this provision of the
Charter first becomes effective. The term of office of the Class II directors
shall expire at the second annual meeting of shareholders after the date on
which this provision of the Charter first becomes effective. The term of office
of the Class III directors shall expire at the end of the third annual meeting
after this provision of the Charter first becomes effective. Thereafter, at each
annual meeting of shareholders of the Corporation, directors of classes the
terms of which expire at such annual meeting shall be elected for terms of three
years. Notwithstanding any of the foregoing, a director whose term shall expire
at any annual meeting shall continue to serve until his or her successor is
elected and has qualified or until the director's death, retirement, resignation
or removal. Should a vacancy occur or be created, any director elected or
appointed to fill such vacancy shall serve for the full term of the class in
which the vacancy occurs or is created. If the number of directors is changed,
any increase or decrease in the number of directors shall be apportioned among
the classes so as to maintain the number of directors in each class as nearly
equal in number as possible.

      8.    a) The Board of Directors may take, on written consent without a
meeting, any action which it could take by means of a regularly called and held
meeting, provided that such written consent sets forth the action so taken and
is signed by all of the Directors

            b) The Board of Directors shall have the power by majority vote of
      the Directors present at a meeting at which a quorum is present to adopt,
      amend, or repeal any of the By-Laws of the Corporation, but any By-Law
      adopted by the Board may be amended or repealed by affirmative vote of the
      holders of a majority of all outstanding shares entitled to vote thereon

            c) The Corporation from time to time may provide either directly, or
      indirectly through the purchase of insurance, for the indemnification of
      directors, officers, employees and agents of the Corporation and of any of
      its subsidiaries to the fullest extent permitted by law

            d) The shareholders of the Corporation shall not have preemptive 
      rights

            e) The Board of Directors shall have authority to issue bonds,
      debentures, notes or other obligations of this Corporation and to fix all
      the terms thereof, including without limitation the convertibility or
      nonconvertibility thereof


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            f) Any part of the authorized capital stock and any bonds,
            debentures, notes or other obligations of the Corporation may at any
            time, to the extent permitted by law, be issued, optioned or
            reserved for sale, sold or disposed of by the Corporation pursuant
            to appropriate action by the Board of Directors, to such parties and
            upon such terms as the Board shall deem proper

            g) The Corporation shall have the right to purchase its own shares
      and to pay dividends and make distributions of property to the extent of
      unreserved and unrestricted earned or capital surplus available therefor

            h) There shall be no cumulative voting by shareholders of any class
      or series in the election of directors of the Corporation

            i) Special meetings of shareholders may be called at any time, but
      only by the board of directors or a committee of the board of directors
      that has been duly designated by the board of directors

            j) "Control share acquisitions," as defined in Section 48-35-302 of
      the Tennessee Code, respecting the shares of the Corporation shall be
      governed by and subject to the provisions of the Tennessee Control Share
      Acquisition Act, and Sections 48-35-308 and 49-35-309 of the Tennessee
      Control Share Acquisition Act shall apply to the Corporation.

      9. a) VOTING REQUIREMENT. In addition to any affirmative vote required by
law or any other Section of this Charter, and except as otherwise expressly
provided in Subsection b of this Section 9, any Business Combination (as defined
herein) shall require an affirmative vote of (i) eighty percent (80%) of the
votes entitled to be cast by all holders of Voting Stock (as defined herein)
voting together as a single class at a meeting of shareholders called for such
purpose and in addition thereto, (ii) a majority of the votes entitled to be
cast by all holders of Voting Stock, other than shares of Voting Stock which are
Beneficially Owned (as defined herein) by the Interested Shareholder (as defined
herein), voting together as a single class at a meeting of shareholders called
for such purpose. Such affirmative vote shall be required notwithstanding the
fact that a vote would not otherwise be required, or that a lesser percentage
may be specified by law or in any agreement with any national securities
exchange or otherwise

            b) WHEN VOTING REQUIREMENT NOT APPLICABLE. The provisions of
      Subsection a of this Section 9 shall not be applicable to any Business
      Combination which shall have been approved by a majority of the
      Disinterested Directors (as defined herein) or as to which all of the
      conditions specified in Subsections b(1), b(2) and b(3) shall have been
      met

               (1) Fair Prices. The aggregate amount per share of the cash and
      the Fair Market Value (as defined herein), as of the Announcement Date (as
      defined herein), of the consideration other than cash to be received in
      such Business Combination by holders of shares of the respective classes
      and series of outstanding capital stock of the Corporation shall be at
      least equal to the highest of the following:


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                        (a) if applicable, the highest per share price (adjusted
            for any subsequent stock dividends, splits, combinations,
            recapitalization, reclassifications or other such reorganizations)
            paid to acquire any shares of such respective classes and series
            Beneficially Owned (as defined herein) by the Interested Shareholder
            during the Pre-announcement Period (as defined herein).

                        (b) The highest per share price (adjusted for any
            subsequent stock dividends, splits, combinations, recapitalizations,
            reclassifications or other such reorganizations) paid to acquire any
            shares of such respective classes and series Beneficially Owned by
            the Interested Shareholder in the transaction in which the
            Interested Shareholder became an Interested Shareholder.

                        (c) The Fair Market Value per share of such respective
            classes and series on the Announcement Date (as defined herein).

                        (d) The Fair Market Value per share of such respective
            classes and series on the Determination Date (as defined herein).

                        (e) The amount per share of any preferential payment to
            which shares of such respective classes and series are entitled in
            the event of a liquidation, dissolution or winding up of the
            Corporation.

               (2) Form of Consideration. The consideration to be received by
      holders of each particular class and series of outstanding capital stock
      of the Corporation in a Business Combination shall be (i) cash or (ii) if
      the majority of the shares of any particular class or series of the
      capital stock of the Corporation Beneficially Owned by the Interested
      Shareholder shall have been acquired for a consideration in a form other
      than cash, the same form of consideration used to acquire the largest
      number of shares of such class or series previously acquired and
      Beneficially Owned by the Interested Shareholder

               (3) Other Requirements. After such Interested Shareholder has
      become an Interested Shareholder and prior to the consummation of such
      Business Combination, except as approved by a majority of the
      Disinterested Directors, there shall have been

                        (a) No failure to declare and pay in full, when and as
            due, any dividends on any class or series of Preferred Stock (as
            defined herein) (whether cumulative or not), except on any class or
            series of Preferred Stock as to which dividends were in arrears on
            the Determination Date;

                        (b) No reduction in the periodic rate of dividends on
            the Corporation's Common Stock below the dividends paid during the
            dividend period of the Corporation ended immediately prior to the
            Determination Date, except any reduction in dividends necessary to
            fairly reflect any stock dividend, split, recapitalization,
            reclassification or other such reorganization;



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                        (c) No failure to increase the periodic rate of any
            dividends per share paid on the Corporation's Common Stock to fairly
            reflect any stock combination, recapitalization, reclassification or
            other such reorganization which has the effect of reducing the
            number of outstanding shares of Common Stock;

                        (d) No increase in the number of shares of the capital
            stock of the Corporation Beneficially Owned by the Interested
            Shareholder, except (i) as a part of the transaction that resulted
            in the Interested Shareholder becoming an Interested Shareholder or
            (ii) to consummate the Business Combination in compliance with the
            provisions of this Section 9;

                        (e) No loans, advances, guarantees, pledges or other
            financial assistance or tax credits or other tax advantages provided
            by the Corporation or its subsidiaries for the benefit, directly or
            indirectly, of the Interested Shareholder, whether in anticipation
            of or in connection with such Business Combination or otherwise;

                        (f) No material change in the Corporation's business or
            capital structure or the business or capital structure of any
            subsidiary of the Corporation effected, directly or indirectly, by
            or for the benefit of the Interested Shareholder; and

                        (g) A proxy or information statement mailed at least
            thirty (30) days prior to the completion of the Business Combination
            to all the holders of Voting Stock (whether or not shareholder
            approval of the Business Combination is required) which proxy or
            information statement shall (i) describe the Business Combination,
            (ii) include in a prominent place the recommendations, if any, of a
            majority of the Disinterested Directors as to the advisability or
            inadvisability of the Business Combination, (iii) if deemed
            advisable by a majority of the Disinterested Directors, include an
            opinion of a reputable investment banking firm or other expert as to
            the fairness or unfairness of the terms of the Business Combination
            from the point of view of the shareholders other than the Interested
            Shareholder (such investment banking firm to be selected by a
            majority of the Disinterested Directors and to be paid a reasonable
            fee for their services by the Corporation upon receipt of such
            opinion), and (iv) be responsive to the pertinent provisions of the
            Securities Exchange Act of 1934, as amended, and the rules and
            regulations thereunder, or any laws supplementing or superseding
            such Act, rules and regulations, whether or not such proxy or
            information statement is required by law to be furnished to any
            holder of Voting Stock.

            c)    DEFINITIONS.  As used in this Section 9

              (1) "Business Combination" means any of the transactions 
      described below:

                                    (a) Any merger or consolidation of the
                    Corporation or any Subsidiary (as defined herein) with (i)
                    any Interested Shareholder or (ii) any corporation (whether
                    or not itself an Interested 



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                    Shareholder) which is, or after such merger or consolidation
                    would be, an Affiliate (as defined herein) of an Interested
                    Shareholder.

                                    (b) Any sale, lease, exchange, mortgage,
                    pledge, transfer or other disposition, in one transaction or
                    a series of transactions, (i) to or with any Interested
                    Shareholder or any Affiliate of any Interested Shareholder
                    of any assets (including securities) of the Corporation or
                    any Subsidiary having an aggregate Fair Market Value of
                    $1,000,000 or more or (ii) to or with the Corporation or any
                    Subsidiary of any assets (including securities) of any
                    Interested Shareholder or any Affiliate of an Interested
                    Shareholder having an aggregate Fair Market Value of
                    $1,000,000 or more.

                                    (c) The issuance or transfer by the
                    Corporation or any Subsidiary in one transaction or a series
                    of transactions, of any securities of the Corporation or any
                    Subsidiary to any Interested Shareholder or an Affiliate of
                    any Interested Shareholder in exchange for cash, securities
                    or other property, or a combination thereof, having an
                    aggregate Fair Market Value of $1,000,000 or more.

                                    (d) The adoption of any plan or proposal for
                    the liquidation or dissolution of the Corporation proposed
                    by or on behalf of an Interested Shareholder or any
                    Affiliate of any Interested Shareholder.

                                    (e) Any reclassification of securities
                    (including any reverse stock split) or any recapitalization
                    or reorganization of the Corporation, or any merger or
                    consolidation of the Corporation with any of its
                    Subsidiaries or any other transaction (whether or not with
                    or into or otherwise involving an Interested Shareholder)
                    which has the effect, directly or indirectly, of increasing
                    the proportionate share of the outstanding shares of any
                    class of equity securities of the Corporation or any
                    Subsidiary (including securities convertible into equity
                    securities) which is directly or indirectly owned by any
                    Interested Shareholder or any Affiliate of any Interested
                    Shareholder.

                                    (f) Any other transaction or series of
                    transactions that is similar in purpose or effect to those
                    referred to in (a) through (e) of this Subsection c(1).

               (2) "Voting Stock" means the Common Stock and those classes of
      Preferred Stock which would then be entitled to vote in the election of
      directors.

               (3) "Beneficially Owned," with respect to any securities, means
      the right or power (directly or indirectly through any contract,
      understanding or relationship) (i) to vote or direct the voting of such
      securities, (ii) to dispose or direct the disposition of such securities,
      or (iii) to acquire such voting or investment power, whether such right or
      power is exercisable immediately or only after the passage of time.


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               (4) "Interested Shareholder" means any Person (as defined herein)
      or member of a Group of Persons (as defined herein) who or which, together
      with any Affiliate or Associate (as defined herein) of such Person or
      member, Beneficially Owns (within the meaning of Subsection c(3) above)
      ten percent or more of the outstanding Voting Stock of the Corporation.

               (5) "Person" means any individual, firm, corporation,
      partnership, joint venture or other entity.

               (6) "Group of Persons" means any two or more Persons who or which
      are acting or have agreed to act together for the purpose of acquiring,
      holding, voting or disposing of any Voting Stock of the Corporation.

               (7) "Disinterested Director" means any member of the Board of
      Directors of the Corporation who is not an Interested Shareholder or an
      Affiliate or Associate of an Interested Shareholder and who (i) was a
      member of the Board of Directors prior to the time the Interested
      Shareholder became an Interested Shareholder or (ii) was elected or
      recommended to succeed a Disinterested Director by a majority of the
      Disinterested Directors then on the Board of Directors.

               (8) "Fair Market Value" means (i) in the case of stock, the
      highest sale price during the 30-day period immediately preceding the date
      in question of a share of such stock on the NASDAQ National Market System,
      or if such stock is listed on an exchange registered under the Securities
      Exchange Act of 1934, on the principal exchange on which such stock is
      listed, or if no such quotations are available, the fair market value on
      the date in question of a share of such stock as determined by a majority
      of the Disinterested Directors in good faith, and (ii) in the case of
      property other than cash or stock, the fair market value of such property
      on the date in question as determined by a majority of the Disinterested
      Directors in good faith.

               (9) "Pre-announcement Period" means the two-year period ending at
      11:59 P.M., Greeneville time, on the Announcement Date.

               (10) "Announcement Date" means the date of the first public
      announcement of the proposal of the Business Combination.

               (11) "Determination Date" means the date on which the Interested
      Shareholder becomes an Interested Shareholder.

               (12) "Subsidiary" means any corporation of which a majority of
      any class of equity security is owned, directly or indirectly, by the
      Corporation.

               (13) "Affiliate," used to indicate a relationship with a
      specified Person, means another Person that directly, or indirectly
      through one or more intermediaries, controls, or is controlled by, or is
      under common control with, such specified Person.

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<PAGE>   11

               (14) "Associate," used to indicate a relationship with a
      specified Person, means (i) any corporation or other similar organization
      (other than the Corporation or a Subsidiary) of which such specified
      Person is an officer or partner or is, directly or indirectly, the
      beneficial owner of ten percent or more of any class of equity securities,
      (ii) any trust or estate in which such specified Person has a substantial
      beneficial interest or as to which such specified person serves as trustee
      or in a similar fiduciary capacity, (iii) any relative or spouse of such
      specified Person, or any relative of such spouse who has the same home as
      such person and (iv) any other Person or Affiliate of a Person who
      directly or indirectly has received more than $50,000 for services or
      property from the specified Person or from an Affiliate of the specified
      Person during any year of the preceding five calendar years or who can
      reasonably be expected to receive more than such amount in the current
      calendar year under any existing agreement or agreements or understandings
      with such specified Person or an Affiliate of such specified Person.

               (15) "Preferred Stock" means all classes or series of the
      Corporation's capital stock other than Common Stock.

            d) POWER OF DISINTERESTED DIRECTORS. A majority of the Disinterested
      Directors of the Corporation shall have the power and duty to determine,
      on the basis of information known to them after reasonable inquiry, all
      facts necessary to determine compliance with this Section 9, including
      without limitation (i) whether a Person is an Interested Shareholder, (ii)
      the number of shares of Voting Stock beneficially owned by any Person,
      (iii) whether a Person is an Affiliate or Associate of another, (iv)
      whether the requirements of Section b have been met with respect to any
      Business Combination, and (v) whether the assets which are the subject of
      any Business Combination have, or the consideration to be received for the
      issuance or transfer of securities by the Corporation or any Subsidiary in
      any Business Combination has, an aggregate Fair Market Value of $1,000,000
      or more. The good faith determination of a majority of the Disinterested
      Directors on such matters shall be conclusive and binding for all purposes
      of this Section 9

            e) NO EFFECT ON PREFERENTIAL RIGHTS. The provisions of this Section
      9 shall not affect in any way the amount or form of consideration that any
      holder of shares of the Corporation's capital stock is entitled to receive
      upon the liquidation or dissolution of the Corporation or any other
      preferential rights of the holders of such shares

            f) NO EFFECT ON FIDUCIARY OBLIGATIONS OF INTERESTED SHAREHOLDERS.
      Nothing contained in this Section 9 shall be construed to relieve any
      Interested Shareholder from any fiduciary obligation imposed by law

            g) AMENDMENT OR REPEAL. In addition to any affirmative vote required
      by law, an affirmative vote at least equal to the vote of eighty percent
      (80%) of the votes entitled to be cast by all holders of Voting Stock
      voting together as a single class, and in addition thereto (ii) a majority
      of the votes entitled to be cast by all holders of Voting Stock, other
      than shares of Voting Stock which are Beneficially Owned by an Interested
      Shareholder, voting together as a single class, shall be required to amend
      or repeal, or adopt any charter provisions inconsistent with, this Section
      9. Such affirmative vote shall 

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      be required notwithstanding the fact that no vote may be required, or
      that a lesser percentage may be specified by law or in any agreement with
      any national securities exchange or otherwise

      10.   Indemnification

            a) RIGHT TO INDEMNIFICATION. Each person who was or is made a party
      or is threatened to be made a party to or is otherwise involved in any
      action, suit or proceeding, whether civil, criminal, administrative or
      investigative (hereinafter a "proceeding"), by reason of the fact that he
      or she is or was a director or officer of the Corporation or is or was
      serving at the request of the Corporation as a director or officer of
      another corporation or of a partnership, joint venture, trust or other
      enterprise, including service with respect to an employee benefit plan
      (hereinafter an "indemnitee"), whether the basis of such proceeding is
      alleged action in an official capacity as a director or officer or in any
      other capacity while serving as a director or officer shall be indemnified
      and held harmless by the Corporation to the fullest extent authorized by
      Tennessee law, as the same exists or may hereafter be amended (but, in the
      case of any such amendment, only to the extent that such amendment permits
      the Corporation to provide broader indemnification rights than such law
      permitted the Corporation to provide prior to such amendment), against all
      expense, liability and loss (including attorneys' fees, judgments, fines,
      ERISA excise taxes or penalties and amounts paid in settlement) seasonably
      incurred or suffered by such indemnitee in connection therewith and such
      indemnification shall continue as to an indemnitee who has ceased to be a
      director or officer and shall inure to the benefit of the indemnitee's
      heirs, executors and administrators, provided, however, that, except as
      provided in Section b hereof with respect to proceedings to enforce rights
      to indemnification, the Corporation shall indemnify any such indemnitee in
      connection with a proceeding (or part thereof) initiated by such
      indemnitee only if such proceeding (or part thereof) was authorized by the
      Board of Directors of the Corporation.

      The right to indemnification conferred in this Article shall be a contract
      right and shall include the right to be paid by the Corporation the
      expenses incurred in defending any such proceeding in advance of its final
      disposition (hereinafter an "advancement of expense"), provided, however,
      that if the Tennessee law requires, an advancement of expense incurred by
      an indemnitee in his or her capacity as a director or officer (and not in
      any other capacity in which service was or is rendered by such indemnitee,
      including, without limitation, service to an employee benefit plan) shall
      be made only upon the following:

                              (i) delivery to the Corporation of an undertaking
                    (hereinafter an "undertaking"), by or on behalf of such
                    indemnitee, to repay all amounts so advanced if it shall
                    ultimately be determined by final judicial decision from
                    which there is no further right to appeal (hereinafter a
                    "final adjudication"), that such indemnitee is not entitled
                    to be indemnified for such expenses under this Section or
                    otherwise

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                              (ii) delivery to the Corporation by the indemnitee
                    of a written affirmation by the indemnitee of his good faith
                    belief that he has (a) conducted himself in good faith, and
                    (b) he reasonably believed in the case of his official
                    capacity with the Corporation, that his conduct was in its
                    best interest, (c) he reasonably believed in all other
                    cases, that his conduct was at least not opposed to its best
                    interest and (d) in the case of any criminal proceeding, he
                    had no reasonable cause to believe his conduct was unlawful

                              (iii) a determination is made on the facts then
                    known to those making the determination would not preclude
                    indemnification under Tennessee law

            b)    Rights of Indemnitee to Bring Suit

                  If a claim under Section a of this Article is not paid in full
            by the Corporation within sixty days after a written claim has been
            received by the Corporation, except in the case of a claim for an
            advancement of expenses, in which case the applicable period shall
            be twenty days, the indemnitee may at any time thereafter bring suit
            against the Corporation to recover the unpaid amount of the claim.
            If successful in whole or in part in any such suit, or in a suit
            brought by the Corporation to recover an advancement of expenses
            pursuant to the terms of an undertaking, the indemnitee shall be
            entitled to be paid also the expense of prosecuting or defending
            such suit. In (i) any suit brought by the indemnitee to enforce a
            right to indemnification hereunder (but not in a suit brought by
            indemnitee to enforce a right to an advancement of expenses) it
            shall be a defense that, and (ii) in any such suit by the
            Corporation to recover such expenses upon a final adjudication that,
            the indemnitee has not met the applicable standard of conduct set
            forth in the Tennessee law. Neither the failure of the Corporation
            (including its Board of Directors, independent legal counsel or its
            shareholders) to have made a determination prior to the commencement
            of such suit that indemnification of the indemnitee is proper in the
            circumstances because the indemnitee has met the applicable standard
            of conduct set forth in the Tennessee law, nor an actual
            determination by the Corporation (including its Board of Directors,
            independent legal counsel, or its shareholders) that the indemnitee
            has not met the applicable standard of conduct or, in the case of
            such a suit brought by the indemnitee, be a defense to such suit. In
            any suit brought by the indemnitee to enforce a right to
            indemnification or to an advancement of expenses hereunder, or by
            the Corporation to recover an advancement of expenses pursuant to
            the terms of an undertaking, the burden of providing that the
            indemnitee is not entitled to be indemnified, or to such advancement
            of expenses, under this Article or otherwise shall be on the
            Corporation.

            c)    Non-Exclusivity of Rights

                  The rights to indemnification and to the advancement of
            expenses conferred in this Article shall not be exclusive of any
            other right which any person 

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            may have or hereafter acquire under any statute, the Corporation's
            Amended and Restated Charter, by-law, agreement, vote of
            Shareholders or Disinterested Directors or otherwise.

            d)    Indemnification of Employees and Agents of the Corporation

                  The corporation may, to the extent authorized from time to
            time by the Board of Directors, grant rights to indemnification, and
            to the advancement of expenses to any employee or agent of the
            Corporation to the fullest extent of the provisions of this Section
            with respect to the indemnification and advancement of expenses of
            directors and officers of the Corporation.

      11.   Elimination of Liability in Certain Circumstances

                  A director of this corporation shall not be personally liable
            to the Corporation or its Shareholders for monetary damages for
            breach of fiduciary duty as a director, except for liability (i) for
            any breach of the director's duty of loyalty to the Corporation or
            its Shareholders; (ii) for acts or omissions not in good faith or
            which involve intentional misconduct or a knowing violation of law;
            (iii) or under TCA 48-18-304. No provision will eliminate or limit
            the liability of a director for any act or omission occurring prior
            to the date when such provisions become effective.

ATTEST

---------------------
Davis Stroud
Corporate Secretary

Dated:

  This restated charter was duly adopted by Davis Stroud on June 8, 1998.


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