<PAGE>



                                                                    EXHIBIT 3(a)

                          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 Main and Depot Streets, 
                  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.

                  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 
<PAGE>
                  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.

                           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) One Million  (1,000,000)  shares of Common Stock, 
                  with a par value of Ten Dollars  ($10.00) per share.

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

         8.       a) The Board or  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.
<PAGE>
                  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.

                  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.

          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:

                                    (a) if  applicable,  the  highest  per share
                                    price  (adjusted  for any  subsequent  stock
                                    dividends,       splits,       combinations,
                                    recpaitalizations,    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.
<PAGE>
                                    (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;

                                    (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
<PAGE>
                                    (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  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 
<PAGE>
                                    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.

                           (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.
<PAGE>
                           (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.

                           (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 eight 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 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.
<PAGE>
         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.

                           (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)       Right of Indemnitee to Bring Suit.
<PAGE>
                           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 stockholders) 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  stockholders)  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  may have or  hereafter
                  acquire under any statute, the corporation's Charter,  By-Law,
                  agreement,  vote of stockholders 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  stockholders  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 stockholders; (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.