<PAGE>
                                                                     EXHIBIT 3.4


                              ARTICLES OF AMENDMENT
                       TO THE SECOND AMENDED AND RESTATED
                                   CHARTER OF
                             PRIVATE BUSINESS, INC.

         Pursuant to the provisions of Sections 48-16-102 and 48-20-106 of the
Tennessee Business Corporation Act, the undersigned corporation submits the
following Amendment to its Second Amended and Restated Charter for the purpose
of establishing and designating a series of shares and fixing and determining
the relative rights and preferences thereof:

         1. The name of the corporation is Private Business, Inc. (the
"CORPORATION").

         2. The following resolution amending the Second Amended and Restated
Charter of the Corporation establishing and designating a series of shares and
fixing and determining the relative rights and preferences thereof, was duly
adopted by the Board of Directors of the Corporation on August 9, 2001:

         RESOLVED, that the Corporation hereby establishes and designates as
         Series B Convertible Preferred Stock (the "SERIES B STOCK") that number
         of shares having the powers, preferences and rights as set forth in the
         designation attached hereto as Exhibit A; and

         FURTHER RESOLVED, that the Second Amended and Restated Charter of
         the Corporation shall be amended to effect the designation of the
         Series B Stock, and the Authorized Officers are hereby authorized to
         execute and file the Articles of Amendment.

         3. The amendment shall be effective when these Articles of Amendment
are filed with the Secretary of State.





                         (Remainder of page left blank)



<PAGE>



 .

        IN WITNESS WHEREOF, the undersigned, in his capacity solely as an
officer of the Corporation, has executed these Articles of Amendment on behalf
of the Corporation, this 9th day of August, 2001.


                                     PRIVATE BUSINESS, INC.



                                     By: /s/ Fred P. Read
                                         ---------------------------------------
                                     Name:  Fred P. Read
                                           -------------------------------------
                                     Title: Chief Financial Officer
                                            ------------------------------------



<PAGE>

                                    EXHIBIT A

                          DESIGNATIONS OF PREFERENCES,
                       LIMITATIONS, AND RELATIVE RIGHTS OF
               SERIES B PREFERRED STOCK OF PRIVATE BUSINESS, INC.


        For the purposes of these Designations, the following terms shall have
the meanings specified:

        "ARTICLES OF INCORPORATION" shall mean the Amended and Restated Articles
of Incorporation of the Corporation, as amended.

        "BOARD OF DIRECTORS" shall mean the board of directors of the
Corporation.

        "BYLAWS" shall mean the bylaws of the Corporation, as amended.

        "COMMON STOCK" shall mean the common stock, no par value per share, of
the Corporation.

        "CONVERSION RATE" shall have the meaning provided in Subsection (d)(1)
hereof.

        "CONVERSION SHARES" shall mean the shares of Common Stock into which
each share of Series B Preferred Stock is convertible pursuant to Section (d) of
these Designations.

         "CORPORATION" shall mean Private Business, Inc., a Tennessee
corporation.

        "DESIGNATIONS" shall mean the terms, preferences, limitations and
relative rights of the Series B Preferred Stock established hereby and set forth
hereinafter.

        "INVESTED AMOUNT" per share of Series B Preferred Stock shall be
$49.960032.

        "LIQUIDATION" shall have the meaning provided in Section (b) hereof.

        "SERIES B PREFERRED STOCK" shall mean the 40,032 shares of Series B
Preferred Stock, without par value per share, hereby designated.

        "ORIGINAL ISSUE DATE" shall mean, with respect to each share of Series B
Preferred Stock, the date on which such share of Series B Preferred Stock is
first issued by the Corporation.

        "SECURITIES ACT" shall mean the federal Securities Act of 1933, as
amended.

<PAGE>

         (a) The Designations granted to and imposed upon the Series B Preferred
Stock are as follows:

         Dividend Rights. The following dividend rights shall apply to the
Series B Preferred Stock:

            (1) The holders of then outstanding Series B Preferred Stock shall
         be entitled to receive cumulative cash dividends when, as and if
         declared by the Board of Directors out of any funds legally available
         therefor at the rate of $0.99920 per share of Series B Preferred Stock
         per quarter. Dividends will be payable quarterly on March 31, June 30,
         September 30 and December 31 in each year.

            (2) Dividends shall accrue on each share of Series B Preferred Stock
         from the Original Issue Date, and shall accrue from day to day, whether
         or not earned or declared and whether or not there shall be funds
         legally available for the payment of such dividends. Such dividends
         shall be cumulative so that, if such dividends in respect of any
         previous or current quarterly dividend period, at the quarterly rate
         specified above, shall not have been paid or declared and a sum
         sufficient for the payment thereof set apart, the deficiency shall
         first be fully paid before any dividend or other distribution shall be
         paid on or declared and set apart for the Common Stock or any other
         stock ranking junior to the Series B Preferred Stock. Any accumulation
         of dividends on the Series B Preferred Stock shall not bear interest.

            (3) Unless full dividends on the Series B Preferred Stock for all
         past dividend periods and the then current dividend period shall have
         been paid or declared and a sum sufficient for the payment above set
         apart no cash dividend shall be paid or declared on Common Stock or any
         or any other stock ranking junior to the Series B Preferred Stock as to
         liquidation preference.

            (4) Each dividend shall be paid to the holders of record of the
         Series B Preferred Stock as they shall appear on the stock register of
         the Company on such record date, not exceeding 45 days nor less than 10
         days preceding a dividend payment date, as shall be fixed by the Board
         of Directors or a duly authorized committee thereof.

         (b) Liquidation Rights. In the event of the liquidation, dissolution or
winding up for any reason, including, without limitation, bankruptcy, of the
Corporation or any of the Corporation's subsidiaries, the assets of which
constitute all or substantially all the assets of the business of the
Corporation and its subsidiaries taken as a whole or such events specified in
the next sentence (each such event referred to as a "Liquidation"), the holders
of the outstanding shares of Series B Preferred Stock shall, at their election,
be entitled to receive in exchange for and in redemption of each share of their
Series B Preferred Stock, and on a parity with the holders of any capital stock
ranking senior to or pari passu to the Series B Preferred Stock by reason of
their ownership thereof, from any funds or assets legally available for
distribution to shareholders that portion of such funds, proceeds or assets in
an amount equal to a fraction,



                                       2
<PAGE>

            (1) the numerator of which is the number of Conversion Shares to
         which the holder of such share of Series B Preferred Stock would be
         entitled by virtue of converting such share; and

            (2) the denominator of which is the aggregate of the number of
         Conversion Shares, shares of Common Stock outstanding, and all other
         shares of outstanding capital stock of any series the holders of which
         are entitled to participate in the proceeds of a Liquidation;

provided, however, that, notwithstanding the foregoing, the amount payable to
such holder of a share of Series B Preferred Stock in the event of a Liquidation
of the Corporation, as provided above, shall not be less than, and shall be
increased if necessary (with sums payable to holders of shares of any other
capital stock to be reduced ratably per share as necessary) to equal, the
Invested Amount PLUS declared but unpaid dividends payable with respect to such
Series B Preferred Stock.

         All the preferential amounts to be paid to the holders of Series B
Preferred Stock under this Section (b) shall be paid or set apart for payment
before the payment or setting apart for payment of any amount for, or the
distribution of any assets of the Corporation to, the holders of shares of
Common Stock or any class or series of stock of the Corporation ranking junior
to Series B Preferred Stock in connection with a Liquidation as to which this
Section (b) applies. If the assets or surplus funds to be distributed to the
holders of Series B Preferred Stock are insufficient to permit the payment to
such holders of the full amounts payable to such holders, the assets and surplus
funds legally available for distribution shall be distributed ratably among the
holders of Series B Preferred Stock in proportion to the full amount each such
holder is otherwise entitled to receive.

         (c) Voting Rights. The holders of Series B Preferred Stock shall have
the right to vote along with the holders of the Common Stock as if the Series B
Preferred Stock had been converted to Common Stock pursuant to Section (d)
below. Except as specifically provided in T.C.A. ss.ss. 48-20-104 and
48-21-104, the holders of the Series B Preferred Stock shall have no rights to
vote as a separate class of securities.

         (d) Conversion. The holders of Series B Preferred Stock shall have
conversion rights as follows (the "Conversion Rights"):

            (1) CONVERSION RATE. For purposes of this Section (d), the shares of
         Series B Preferred Stock shall be convertible, at the times and under
         the conditions described in this Section (d) hereafter, at the rate
         (the "Conversion Rate") of one share of Series B Preferred Stock to one
         share of Common Stock.

            No fractional shares of Common Stock shall be issued upon conversion
         of Series B Preferred Stock, and any shares of Series B Preferred Stock
         surrendered for conversion that



                                       3
<PAGE>

         would otherwise result in a fractional share of Common Stock shall be
         redeemed in cash, payable as promptly as possible when funds are
         legally available therefor.

            (2) OPTIONAL CONVERSION. Subject to Subsection (d)(3) below, each
         share of Series B Preferred Stock shall be convertible, at the option
         of the holder thereof, at any time after the first anniversary of the
         date of issuance of such share, in whole or in part, at the office of
         the Corporation or any transfer agent for the Series B Preferred Stock,
         into Common Stock at the then effective Conversion Rate; provided,
         however, that the Corporation shall not be obligated to issue
         certificates evidencing the shares of Common Stock issuable upon such
         conversion unless certificates evidencing such shares of Series B
         Preferred Stock so converted are surrendered to the Corporation in
         accordance with the procedures described in Subsection (d)(3) below.

            (3) MECHANICS OF CONVERSION. Before any holder of Series B Preferred
         Stock shall be entitled to receive certificates representing the shares
         of Common Stock into which shares of Series B Preferred Stock are
         converted in accordance with Subsection (d)(2) above, such holder shall
         surrender the certificate or certificates for such shares of Series B
         Preferred Stock, duly endorsed, at the office of the Corporation or of
         any transfer agent for the Series B Preferred Stock, and shall give
         written notice to the Corporation at such office of the name or names
         in which such holder wishes the certificate or certificates for shares
         of Common Stock to be issued, if different from the name shown on the
         books and records of the Corporation (the "Conversion Notice"). The
         Conversion Notice shall also contain such representations as may
         reasonably be required by the Corporation to the effect that the shares
         to be received upon conversion are not being acquired and will not be
         transferred in any way that might violate the then applicable
         securities laws. The Corporation shall, as soon as practicable
         thereafter and in no event later than thirty (30) days after the
         delivery of said certificates, issue and deliver at such office to such
         holder of Series B Preferred Stock, or to the nominee or nominees of
         such holder as provided in the Conversion Notice, a certificate or
         certificates for the number of shares of Common Stock to which such
         holder shall be entitled as aforesaid. The conversion shall be
         effective at the time Towne receives and accepts the Conversion Notice.
         The person or persons entitled to receive the shares of Common Stock
         issuable upon a conversion pursuant to Subsection (d)(2) above shall be
         treated for all purposes as the record holder or holders of such shares
         of Common Stock as of the effective date of conversion pursuant to this
         Section (d). All certificates issued upon the exercise or occurrence of
         the conversion shall contain a legend governing restrictions upon such
         shares imposed by law or agreement of the holder or his or its
         predecessors.

            (4) ADJUSTMENT FOR SUBDIVISIONS OR COMBINATIONS OF COMMON STOCK. In
         the event the Corporation at any time, or from time to time, after the
         Original Issue Date effects a subdivision or combination of the
         outstanding Common Stock into a greater or lesser number of shares
         without a proportionate and corresponding subdivision or combination of
         the outstanding Series B Preferred Stock, then and in each such event
         the Conversion Rate shall be decreased or increased proportionately.



                                       4
<PAGE>

            (5) ADJUSTMENTS FOR DIVIDENDS, DISTRIBUTIONS AND OTHER COMMON STOCK
         EQUIVALENTS. In the event that the Corporation at any time, or from
         time to time, after the Original Issue Date shall make or issue, or fix
         a record date to determine the holders of Common Stock entitled to
         receive, a dividend or other distribution payable in additional shares
         of Common Stock or other securities or rights convertible or
         exercisable into or otherwise entitling the holder thereof, directly or
         indirectly, to receive additional shares of Common Stock (such other
         securities or rights being hereinafter referred to as "Common Stock
         Equivalents") without payment of any consideration by such holder of
         such Common Stock Equivalents or the additional shares of Common Stock,
         and without a proportionate and corresponding dividend or other
         distribution to holders of Series B Preferred Stock, then and in each
         such event the maximum number of shares (as set forth in the instrument
         relating thereto without regard to any provisions contained therein for
         subsequent adjustment of such number) of the type of Common Stock
         issuable in payment of such dividend or distribution or upon conversion
         or exercise of such Common Stock Equivalents shall be deemed, for
         purposes of this Subsection (d)(5), to be issued and outstanding as of
         the time of such issuance or, in the event such a record date shall
         have been fixed, as of the close of business on such record date. In
         each such event the Conversion Rate shall be decreased or increased
         proportionately.

PROVIDED, HOWEVER, that (i) if such record date shall have been fixed and such
dividend is not fully paid or if such distribution is not fully made on the date
fixed therefor, the Conversion Rate shall be recomputed accordingly as of the
close of business on such record date and thereafter the Conversion Rate shall
be adjusted pursuant to this Subsection (d)(5) as of the time of actual payment
of such dividend or distribution; or (ii) if such Common Stock Equivalents
provide, with the passage of time or otherwise, for any decrease in the number
of shares of Common Stock issuable upon conversion or exercise thereof (or upon
the occurrence of a record date with respect thereto), the Conversion Rate
computed upon the original issue thereof (or upon the occurrence of a record
date with respect thereto), and any subsequent adjustments based thereon, shall,
upon any such decrease becoming effective, be recomputed to reflect such
decrease insofar as it affects the rights of conversion or exercise of the
Common Stock Equivalents then outstanding; or (iii) upon the expiration of any
rights of conversion or exercise under any unexercised Common Stock Equivalents,
the Conversion Rate computed upon the original issue thereof (or upon the
occurrence of a record date with respect thereto), and any subsequent
adjustments based thereon, shall, upon such expiration, be recomputed as if the
only additional shares of Common Stock issued were the shares of such stock, if
any, actually issued upon the conversion or exercise of such Common Stock
Equivalents; or (iv) in the event of issuance of Common Stock Equivalents that
expire by their terms not more than ninety (90) days after the date of issuance
thereof, no adjustments of the Conversion Rate shall be made until the
expiration or exercise of all such Common Stock Equivalents, whereupon the
adjustment otherwise required by this Subsection (d)(5) shall be made in the
manner provided herein. For purposes of this Subsection (d)(5), Common Stock
deemed issued and outstanding shall include shares of Common Stock into which
the then outstanding shares of Series B Preferred Stock could be converted if
fully converted on the day immediately preceding the given
date, and shares of



                                       5
<PAGE>

Common Stock that could be obtained through the exercise or conversion of all
other rights, options, and convertible securities on the day immediately
preceding the given date.

         As used herein, "Additional Shares of Common Stock" shall mean, with
respect to such adjustments to be made to the Conversion Rate, either shares of
Common Stock issued subsequent to the Original Issue Date, or, with respect to
the issuance of Common Stock Equivalents, the maximum number of shares (as set
forth in the instrument relating thereto without regard to any provisions
contained therein for subsequent adjustment of such number) of Common Stock
issuable in exchange for, upon conversion of, or upon exercise of such Common
Stock Equivalents.

         The foregoing notwithstanding, no adjustment of the Conversion Rate
shall be made pursuant to this Subsection (d) as a result of the issuance of:

         (i)      any shares of Common Stock upon the conversion of shares of
                  Series B Preferred Stock;

         (ii)     securities of the Corporation offered to the public pursuant
                  to an effective registration statement under the Securities
                  Act;

         (iii)    the Corporation's securities pursuant to the acquisition by
                  the Corporation of any product, technology, know-how or
                  another corporation by merger, purchase of all or
                  substantially all of the securities or assets, or any other
                  reorganization;

         (iv)     any shares of Common Stock pursuant to which the Conversion
                  Rate is adjusted under this Section (d);

         (v)      any shares of Common Stock issued at any time following the
                  Original Issue Date pursuant to options, warrants or rights
                  granted either before or after the Original Issue Date to
                  purchase shares of such series of Common Stock, less the
                  number of any such options, warrants or rights that are
                  repurchased by the Corporation, are canceled or expire, in
                  each case in favor of employees, directors, officers or
                  consultants of the Corporation or any subsidiary thereof
                  pursuant to a stock option plan or agreement approved by the
                  Board of Directors; or

         (vi)     any shares of Common Stock issued pursuant to the exchange,
                  conversion or exercise of Common Stock Equivalents that have
                  previously been incorporated into computations hereunder on
                  the date when such Common Stock Equivalents were issued.

                  (6) REDEMPTION. The Series B Preferred Stock is redeemable at
         the option of the Corporation for cash at any time or from time to
         time, in whole or in part, on at least 10 business days but not more
         than 90 calendar days' notice. Upon delivery of notice by the
         Corporation of its intent to redeem to the holders of the Series B
         Preferred Stock, such



                                       6
<PAGE>

         holders shall have ten (10) business days to notify the Corporation of
         their election to convert their shares of Series B Preferred Stock
         pursuant to a Conversion Notice delivered pursuant to Section (d)
         above. With respect to any such redemption at the option of the
         Corporation where no such Conversion Notice is received by the
         Corporation within the allotted time, shares of Series B Preferred
         Stock will be redeemable at the stated value per share, or $49.960032
         per share, together in each case with accrued but unpaid dividends to
         the date of redemption.

                  (7) NO IMPAIRMENT. The Corporation shall at all times in good
         faith assist in the carrying out of all the provisions of this Section
         (d) and in the taking of all such action as may be necessary in order
         to protect the Conversion Rights of the holders of the Series B
         Preferred Stock against material impairment.

                  (8) CERTIFICATE AS TO ADJUSTMENTS. Upon the occurrence of each
         adjustment or readjustment of the Conversion Rate pursuant to this
         Section (d), the Corporation at its expense shall promptly compute such
         adjustment or readjustment in accordance with the terms hereof and
         prepare and furnish to each holder of Series B Preferred Stock a
         certificate setting forth such adjustment or readjustment and showing
         in detail the facts upon which such adjustment or readjustment is
         based. The Corporation shall, upon the written request at any time of
         any holder of Series B Preferred Stock, furnish or cause to be
         furnished to such holder a like certificate setting forth (i) such
         adjustments and readjustments, (ii) the Conversion Rate at that time in
         effect, and (iii) the number of shares of Common Stock and the amount,
         if any, of other property that at that time would be received upon the
         conversion of Series B Preferred Stock.

                  (9) NOTICES OF RECORD DATE. In the event of any taking by the
         Corporation of a record of the holders of any series or class of
         securities other than Series B Preferred Stock for the purpose of
         determining the holders thereof who are entitled to receive any
         dividend or other distribution, Common Stock Equivalents or any right
         to subscribe for, purchase or otherwise acquire any shares of stock of
         any class or any other securities or property, or to receive any other
         right, the Corporation shall mail to each holder of Series B Preferred
         Stock, at least ten (10) days prior to the date specified therein, a
         notice specifying the date on which any such record is to be taken for
         the purpose of such dividend, distribution or rights, and the amount
         and character of such dividend, distribution or rights.

                  (10) RESERVATION OF STOCK ISSUABLE UPON CONVERSION. The
         Corporation shall at all times reserve and keep available out of its
         authorized but unissued shares of Common Stock solely for the purpose
         of effecting the conversion of the shares of the Series B Preferred
         Stock such number of its shares of Common Stock as shall from time to
         time be sufficient to effect the conversion of all outstanding shares
         of the Series B Preferred Stock; and if at any time the number of
         authorized but unissued shares of Common Stock shall be insufficient to
         effect the conversion of all then outstanding shares of the Series B
         Preferred Stock, the Corporation shall take such corporate action as
         may, in the opinion



                                       7
<PAGE>

         of its counsel, be necessary to increase its authorized but unissued
         shares of Common Stock to such number of shares as shall be sufficient
         for such purpose.

         (e) Notices. Any notice required by the provisions hereof to be given
to the holders of shares of Series B Preferred Stock shall be deemed given on
the third business day following (and not including) the date on which such
notice is deposited in the United States Mail, first-class, postage prepaid, and
addressed to each holder of record at his address appearing on the books of the
Corporation. Notice by any other means shall not be deemed effective until
actually received.








                                       8