Exhibit
      3.1


**CHARTER**
 
 **OF**
 
 **GREEN
        BANKSHARES, INC.**
 
 
 (Restated
        pursuant to Item 601(b)(3)(i) of Regulation S-K to reflect all amendments
        to
        date)
  
  1.  The
        name
        of the Corporation is GREEN BANKSHARES, 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.
  
 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.
  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)  Twenty
        million (20,000,000) shares of Common Stock, with a par value of Two Dollars
        ($2.00) 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 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.
  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
  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:
  (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;
  (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 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.
  (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.
  (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 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:
  (1)  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
  (2)  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
  (3)  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 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.