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                                                                    EXHIBIT 3(B)

                    EXHIBIT 3(B) AMENDED AND RESTATED BYLAWS

                                       OF

                           UNION PLANTERS CORPORATION
                            (A TENNESSEE CORPORATION)

                     ---------------------------------------

                                    ARTICLE I

                            MEETINGS OF SHAREHOLDERS

         SECTION 1.        ANNUAL MEETING. The annual meeting of the
shareholders of the Corporation for the election of Directors and for the
transaction of such other business as may come before the meeting shall be held
on the third Thursday in April of each year if not a legal holiday, and if a
legal holiday, at such time as shall be designated by the Board. If the annual
meeting shall not be held on the day hereinabove provided for, the Board shall
call a special meeting for the election of Directors as soon thereafter as
convenient, and in any event not later than 30 days after said day.

         SECTION 2.        SPECIAL MEETINGS. Special meetings of the
shareholders, unless otherwise prescribed by law, may be called for any purpose
or purposes whatsoever at any time by the Chairman of the Board, the President,
the Secretary or the holders of not less than one tenth (1/10) of the shares
entitled to vote at such meeting.

         SECTION 3.        NOTICE OF MEETING; WAIVER OF NOTICE. Written or
printed notice stating the place, day, hour, purpose or purposes for which the
meeting is called and the person or persons calling the meeting shall be
delivered either personally or by mail or at the direction of the Chairman of
the Board, the President, the Secretary or other person or persons calling the
meeting to each shareholder entitled to vote at the meeting. If mailed, such
notice shall be delivered not less than ten (10) nor more than sixty (60) days
before the date of the meeting and shall be deemed to be delivered when
deposited in the United States Mail addressed to the shareholder at his address
as it appears on the stock transfer records of the Corporation, with postage
thereon prepaid. If delivered personally, such notice shall be delivered not
less than five (5) nor more than sixty (60) days before the date of the meeting
and shall be deemed delivered when actually received by the shareholder. A
certificate of the Secretary or other person giving the notice, or of a transfer
agent of the Corporation, that the notice required by this Section has been
given, in the absence of fraud, shall be prima facie evidence of the facts
therein stated. Whenever the shareholders of this Corporation are authorized to
take any action after notice or after the lapse of a prescribed period of time,
such action may be taken without notice and without the lapse of such period of
time, if at any time before or after such action is completed each shareholder
entitled to such notice or entitled to participate in the action to be taken,
(or his attorney-in-fact or proxy holder), shall submit a signed waiver of
notice of such requirement. When a meeting is adjourned to another time or
place, it shall not be necessary to give any notice of the adjourned meeting if
the time and place to which the meeting is adjourned are announced at the
meeting at which the adjournment is taken, and at the adjourned meeting any
business may be transacted that might have been transacted on the original date
of the meeting. However, if after the adjournment the Board shall fix a new
record date for the adjourned meeting, a notice of the adjourned meeting shall
be given to each shareholder of record on the new record date entitled to vote
at the meeting.

         SECTION 4.        PLACE OF MEETINGS. Meetings of the shareholders may
be held at such place, either within or without the State of Tennessee, as may
be set by the Board. If the Board shall fail to set the place of the meeting,
the meeting shall be held at the principal office of the Corporation.

         SECTION 5.        QUORUM. At all meetings of the shareholders, the
holders of a majority of the shares of stock of the Corporation entitled to
vote, present in person or by proxy, shall constitute a quorum for the
transaction of any business, except as otherwise provided by statute or by the
Charter or these Bylaws. When a quorum is once present to organize a meeting, it
is not broken by the subsequent withdrawal of any of those present. A meeting
may be adjourned despite the absence of a quorum. The absence from any meeting
of holders of the number of shares of stock of the Corporation in excess of a
majority thereof which may be required by the laws of the State of Tennessee or
other applicable statute, the Charter, or these Bylaws, for action upon any
given matter, shall not prevent action at such meeting upon any other matter or
matters which may properly come before the meeting, if there shall be present


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thereat, in person or by proxy, holders of the number of shares of stock of the
Corporation required for action in respect of such other matter or matters.

         SECTION 6.        ORGANIZATION. At each meeting of the shareholders,
the Chairman of the Board or in his absence or inability to act, the Vice
chairman, or in the absence or inability to act of the Chairman of the Board and
the Vice Chairman, the President, shall act as Chairman of the meeting. The
Secretary, or in his absence or inability to act, any person appointed by the
Chairman of the meeting shall act as Secretary of the meeting and keep the
minutes thereof.

         SECTION 7.        ORDER OF BUSINESS. The order of business at all
meetings of the shareholders shall be as determined by the Chairman of the
meeting.

         SECTION 8.        VOTING; CONSENT OF SHAREHOLDERS IN LIEU OF MEETING.
Except as otherwise provided by statute or the Charter, each holder of record of
shares of stock of the Corporation having voting power shall be entitled at each
meeting of the shareholders to one vote upon each matter submitted to a vote for
every share of such stock standing in his name on the record of shareholders of
the Corporation:

                  a.       On the date fixed by the Board in accordance with
         Section 6 of Article VI hereof as the record date for the determination
         of the shareholders who shall be entitled to notice of and to vote at
         such meeting; or

                  b.       If such record date shall not have been fixed for the
         determination of shareholders entitled to notice of or entitled to vote
         at a meeting of shareholders, the date on which notice of the meeting
         is mailed shall be the record date for such determination of
         shareholders. When a determination of shareholders entitled to vote at
         any meeting of shareholders has been made as provided in this Section,
         such determination shall apply to any adjournment thereof.

         Every shareholder entitled to vote at a meeting of shareholders or to
express consent or dissent without a meeting may authorize another person or
persons to act for him by proxy. Every proxy must be signed by the shareholder
or his attorney-in-fact. No proxy shall be valid after the expiration of eleven
(11) months from the date thereof unless otherwise provided in the proxy. Every
proxy shall be revocable prior to its use at the pleasure of the shareholder
executing it, except as otherwise provided in this Section or by law. The
authority of the holder of a proxy to act shall not be revoked by the
incompetence or the death of the shareholder who executed the proxy unless,
before the authority is exercised, written notice of an adjudication of such
incompetence or the death of the shareholder who executed the proxy unless,
before the authority is exercised, written notice of an adjudication of such
incompetence or written notice of such death is received by the corporate
officer responsible for maintaining the list of shareholders. A proxy authorized
by a shareholder which is entitled "irrevocable proxy" and which states it is
irrevocable is irrevocable when it is held by one of the following or a nominee
of any of the following:

                  (a)      pledge;

                  (b)      a person who has purchased or agreed to purchase the
                           shares;

                  (c)      a person designated by or under an agreement
                           comporting with the law.

         Notwithstanding a provision in a proxy stating that it is irrevocable,
the proxy becomes revocable after the pledge is redeemed or such agreement has
terminated.

         A proxy may be revoked notwithstanding a provision making it
irrevocable, by a purchaser of shares without knowledge of the existence of the
provision unless the existence of the proxy and its irrevocability is noted
conspicuously on the face or back of the certificate representing such shares.

         Whenever shareholders are required or permitted to take any action by
vote, such action may be taken without a meeting on written consent, setting
forth the action so taken, signed by all of the persons or entities entitled to
vote thereon.

         If a vote shall be taken on any question, then unless required by
statute, or determined by the Chairman of the meeting to be advisable, any such
vote need not be by ballot. On a vote by ballot, each ballot shall be signed by
the shareholder voting, or by his proxy, if there be such proxy, and shall state
the number of shares voted.


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         SECTION 9.        LIST OF SHAREHOLDERS. A list of shareholders of the
Corporation as of the record date, certified by the officer responsible for the
preparation or by the Corporation's transfer agent, shall be open for inspection
at any meeting of the shareholders. If the right to vote at any meeting is
challenged, the Chairman of the meeting may rely on such list as evidence of the
right of the persons challenged to vote at such meeting.

         SECTION 10.       INSPECTORS OF ELECTION. The Board may, in advance of
any meeting of shareholders, appoint two or more inspectors to act at such
meeting or at any adjournment thereof. If the inspectors shall not be so
appointed, or if any of them shall fail to appear or act, the Chairman of the
meeting may, and on request of any shareholder entitled to vote thereat shall,
appoint inspectors. Each inspector, before entering upon the discharge of his
duties, shall take and sign an oath faithfully to execute the duties of
inspector at such meeting with strict impartiality and according to the best of
his ability. The inspectors shall determine the number of shares outstanding and
the voting power of each, the number of shares represented at the meeting, the
existence of a quorum, the validity and effect of proxies, and shall receive
votes, ballots or consents, hear and determine all challenges and questions
arising in connection with the right to vote, count and tabulate all votes,
ballots or consents, determine the results, and do such acts as are proper to
conduct the election or vote with fairness to all shareholders. On request of
the Chairman of the meeting or any shareholder entitled to vote thereat, the
inspectors shall make a report in writing of any challenge, request or matter
determined by them, and shall execute a certificate of the facts found by them.
No director or candidate for the office of director shall act as inspector of an
election of directors. Inspectors need not be shareholders of the Corporation.

         SECTION 11.       EXAMINATION OF CORPORATE RECORDS BY SHAREHOLDERS.
Any person who shall have been a shareholder of record for at least six (6)
months immediately preceding his demand, or who shall be the holder of record of
at least five percent (5%) of all of the outstanding shares of the Corporation,
upon written demand stating the purpose thereof, shall have the right to
examine, in person, or by agent or attorney, at any reasonable time or times,
for any proper purpose, the Corporation's books and records of account and the
minutes and records of meetings of shareholders, the Board and the Committees of
the Board, and to make extracts therefrom. Notwithstanding the foregoing, upon
proof of proper purpose by a shareholder of the Corporation, irrespective of the
period of time during which such shareholder shall have been a shareholder of
record and irrespective of the percentage of outstanding shares held by him, a
court having equity jurisdiction in Shelby County, Tennessee, may compel the
production for examination by such shareholder of the books, documents and
records of the Corporation. By resolution, the Board may adopt further policies
in respect of the right of the shareholders of the Corporation to inspect said
books and records provided that said policies shall not be more restrictive than
the provisions of applicable law at the time.

                                   ARTICLE II
                               BOARD OF DIRECTORS

         SECTION 1.        GENERAL POWERS. Except as otherwise provided by law
or by the Charter, the business and affairs of the Corporation shall be managed
by the Board of Directors. The Board may exercise all such authority and powers
of the Corporation and do all such lawful acts and things as are not by statute
or the charter directed or required to be exercised or done by the shareholders.

         SECTION 2.        NUMBER, CLASSIFICATION, ELECTION, ETC. The number of
directors of the corporation shall not be more than ten (10) and, pursuant to
Article NINTH of the Amended and Restated Charter of the Corporation, shall be
divided into three classes as equally as possible and designated Class I, Class
II and Class III as follows:

         Class I shall consist of directors elected to hold office for a term
expiring at the 2003 Annual Meeting of Shareholders at which their respective
successors are to be elected for a term expiring at the 2006 Annual Meeting; and

         Class II shall consist of directors elected to hold office for a term
expiring at the 2001 Annual Meeting of Shareholders at which their respective
successors are to be elected for a term expiring at the 2004 Annual Meeting; and

         Class III shall consist of directors elected to hold office for a term
expiring at the 2002 Annual Meeting of Shareholders at which their respective
successors are to be elected for a term expiring at the 2005 Annual Meeting.

         Thereafter, each class of directors shall be elected to hold office for
terms expiring on the third annual meeting succeeding the annual meeting at
which they were last elected. The successor to any director who shall have been
elected by the directors to fill a vacancy on the Board shall serve only until
the next annual meeting of shareholders for a term expiring at the same time as
the terms of the other members of the same class. Notwithstanding the foregoing,
any director whose term shall expire at any annual meeting shall continue to
serve until such time as his successor shall have been duly elected and shall
have qualified unless his position on the Board


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shall have been abolished by action taken to reduce the size of the Board prior
to said meeting. No amendment of the Bylaws decreasing the number of directors
shall have the effect of shortening the term of any director. All directors
shall be at least 21 years of age. Except as to persons who were Directors on
February 21, 1985, mandatory retirement is established at age 70, to be
effective at the regular Annual Shareholders Meeting following the 70th
birthday; provided, however, a Director who is elected to the Board in
connection with an acquisition by the Corporation and is 70 years of age or
reaches his 70th birthday during said initial term as a member of the Board
shall serve until the expiration of the term of the Class in which he was
elected. Directors need not be shareholders of the Corporation nor need they be
residents of Tennessee. Except as otherwise provided by law or by Charter, the
directors shall be elected by written ballot at annual meetings of shareholders.
Article NINTH of the Corporation's Charter, as amended by the shareholders on
April 16, 1981, provides that the number of directors of the Corporation shall
be as provided in these Bylaws from time to time but shall not be less that 7
nor more than 25 and establishes guidelines for increasing the number of
directors by amendment of the Bylaws by two-thirds vote of the directors then in
office.

         SECTION 3.        PLACE OF MEETING. Regular meetings of the Board shall
be held at such place within or without the State of Tennessee as the Board may
from time to time determine. Special meetings may be held at such place in
Shelby County, Tennessee, as may be determined by the person calling said
meeting. In all cases the place of the meeting shall be specified in the notice
thereof.

         SECTION 4.        ORGANIZATION MEETING. The Board of Directors shall
meet for the purpose of organization, the election of officers, and the
transaction of other business as soon as practicable after each annual meeting
of the shareholders, on the same day and at the same place where such annual
meeting shall be held. Notice of such meeting need not be given if held at said
time and place. Such meeting may be held at any other time or place (within or
without the State of Tennessee) which shall be specified in a notice thereof
given as hereinafter provided in Section 7 of this ARTICLE II.

         SECTION 5.        REGULAR MEETINGS. Regular meetings of the Board of
Directors of this Corporation shall be held on the third Thursday of each
meeting month at 1:00 p.m., in the Fourth Floor Executive Conference Room, Union
Planters Administrative Center, 7130 Goodlett Farms Parkway, Memphis, Tennessee.
If any day fixed for a regular meeting shall be a legal holiday at the place
where the meeting is to be held, then the meeting which otherwise would be held
on that day shall be held at the same hour on the next succeeding business day.
Notice of regular meetings of the Board need not be given except as otherwise
required by law.

         SECTION 6.        SPECIAL MEETINGS. Special meetings of the Board may
be called by the Chairman of the Board, the President, Executive Vice President,
the Secretary or any three or more Directors of the Corporation.

         SECTION 7.        NOTICE OF MEETINGS. Notice of each special meeting of
the Board (and of each regular meeting for which notice shall be required) shall
be given by the Secretary or by or under the supervision of the persons calling
the meeting as hereinafter provided in this Section 7, in which notice shall be
stated the time and place of the meeting. Notice of each such meeting shall be
delivered to each director, either personally or by telephone, telegraph, cable
or other method of communication, at least 24 hours before the time at which
such meeting is to be held, or by first-class mail, postage prepaid, addressed
to him at his residence or usual place of business, and deposited in the mail at
least two days before the day on which the meeting is to be held. Notice of any
such meeting need not be given to any director who shall, either before or after
the meeting, submit a signed waiver of notice or who shall attend such meeting
(other than for the express purpose of objecting to the transaction of any
business because the meeting is not lawfully called or convened). Neither the
business to be transacted at, nor the purpose of any regular or special meeting
of the Board, need be specified in the notice or waiver of notice of such
meeting unless otherwise required by law of the Bylaws.

         SECTION 8.        QUORUM AND MANNER OF ACTING. A majority of the entire
Board shall be present in person at any meeting of the Board in order to
constitute a quorum for the transaction of business at such meeting, and except
as otherwise expressly required by the Charter, these Bylaws or any applicable
statute, the act of a majority of the directors present at any meeting at which
a quorum is present shall be act of the Board. In the absence of a quorum at any
meeting of the Board, a majority of the directors present thereat may adjourn
such meeting to another time and place until a quorum shall be present thereat.
Notice of the time and place of any such adjourned meeting shall be given to the
directors who were not present at the time of the adjournment and, unless such
time and place were announced at the meeting at which the adjournment was taken,
to the other directors. At any adjourned meeting at which a quorum is present,
any business may be transacted which might have been transacted at the meeting
as originally called.

         SECTION 9.        ORGANIZATION. At each meeting of the Board, the
Chairman of the Board, or, in his absence or inability to act, the Vice
Chairman, or, in his absence or inability to act, the President, or in his
absence or inability to act, another director chosen by a majority of the
directors present shall act as Chairman of the meeting and preside thereat. The
Secretary or, in his absence or inability to act, any person appointed by the
Chairman shall act as Secretary of the meeting and keep the minutes thereof.


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         SECTION 10.       RESIGNATIONS. Any director of the Corporation may
resign at any time by giving written notice of his resignation to the Board or
to the Chairman of the Board, the Vice Chairman or to the President or to the
Secretary of the Corporation. Any such resignation shall take effect at the time
specified therein or, if the time when it shall become effective shall not be
specified therein, immediately upon its receipt; and, unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make it
effective.

         SECTION 11.       VACANCIES. Newly created directorships resulting from
an increase in the number of directors and vacancies occurring in the Board for
any reason, without cause or for cause, may be filled by the shareholders or by
the Board of Directors. If the number of Directors remaining in office
constitutes fewer than a quorum, then the vacancy may be filled by a vote of the
majority of those Directors then in office. No person who has attained the age
of seventy (70) years shall be appointed to fill any vacancy.

         SECTION 12.       REMOVAL OF DIRECTORS. Any or all of the directors of
the Corporation may be removed with or without cause by vote of the holders of
sixty-six and two-thirds percent (66 2/3%) or more of the outstanding shares of
the capital stock of the Corporation entitled to vote generally in the election
of directors.

         SECTION 13.       ACTION BY WRITTEN CONSENT. Any action required or
permitted to be taken at any meeting of the Board of Directors may be taken
without a meeting on written consent, setting forth the action so taken, signed
by all of the directors entitled to vote thereon. The instrument of consent
shall be filed with the minutes of the proceedings of the Board of Directors.

                                   ARTICLE III
                         EXECUTIVE AND OTHER COMMITTEES

         SECTION 1.        EXECUTIVE COMMITTEE. The Board may, by resolution
adopted by a majority of the entire Board, designate an Executive Committee
consisting of four (4) or more of the directors of the Corporation, which
Committee shall have and may exercise all of the authority of the Board of
Directors with respect to all matters other than:

         (a)      The adoption, amendment or repeal of any Bylaw;

         (b)      The submission to shareholders of any action requiring
shareholders' authorization;

         (c)      The filling of vacancies in the Board of Directors or in any
committee thereof;

         (d)      The declaration of dividends or making of other corporate
distributions;

         (e)      The issuance of Common Stock, Preferred Stock or any other
obligation of the Corporation exchangeable for or convertible into its capital
stock of any class or any warrant, right or option to acquire the same; or

         (f)      The removal or replacement of any officer elected by the Board
or appointed by the Chairman of the Board or President pursuant to authority
conferred upon them or either of them by the Board.

                  The Board may designate one or more directors as alternate
         members of the Executive Committee, who may replace any absent member
         or members at any meeting of such committee. The Executive Committee
         shall serve at the pleasure of the Board. The Executive Committee shall
         keep written minutes of its proceedings and shall report such minutes
         to the Board. All such proceedings shall be subject to revision or
         alteration by the Board; provided, however, that third parties shall
         not be prejudiced by such revision or alteration.

         SECTION 2.        OTHER COMMITTEES. The Board may, by resolution
adopted by a majority of the entire Board, designate other Committees, each
consisting of three or more of the directors of the Corporation, which
Committees, except as otherwise proscribed by statute, shall have and may
exercise the authority of the Board to the extent that such authority shall be
conferred by resolutions designating such Committee or Committees adopted by
vote of a majority of the entire Board.

         SECTION 3.        GENERAL. A majority of any committee may determine
its action and fix the time and place of its meetings, unless the Board shall
otherwise provide. In the absence or disqualification of any member of any
committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the
meeting in the place and stead of any such absent or disqualified member. In


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determining the existence of a quorum, the Secretary of the Corporation shall
not be counted unless he shall be a director of the Corporation and shall have
been duly appointed as a member of such committee. The Board shall have the
power at any time to change the membership of any committee, to fill all
vacancies, to designate alternate members to replace any absent or disqualified
member, or to dissolve any such committee. Nothing herein shall be deemed to
prevent the Board from appointing one or more committees consisting in whole or
in part of persons who are not directors of the Corporation; provided, however,
that no such committee shall have or may exercise any authority or power of the
Board in the management of the business or affairs of the Corporation.

                                   ARTICLE IV
                                    OFFICERS

         SECTION 1.        NUMBER AND QUALIFICATIONS. The officers of the
Corporation shall include the Chairman of the Board, the Vice Chairman, the
President, one or more Executive Vice Presidents, one or more Vice Presidents,
the Treasurer and the Secretary. Any two or more offices may be held by the same
person, except the offices of President and Secretary. Such officers shall be
elected by the Board of Directors each year at the organizational meeting held
after the Annual Meeting of shareholders, each to hold office until the meeting
of the Board following the next Annual Meeting of the shareholders and until his
successor shall have been duly elected and shall have qualified, or until his
death, or until he shall have resigned or have been removed in the manner
provided by law and these Bylaws. The Board may from time to time elect, or
delegate to the Chairman of the Board the power to appoint such other officers
(including one or more Assistant Vice Presidents, one or more Assistant
Treasurers, and one or more Assistant Secretaries) and such agents, as may be
necessary or desirable to carry on the business of the Corporation. Such other
officers and agents shall have such duties and shall hold their offices for such
terms as may be prescribed by the Board or by the appointing authority.

         SECTION 2.        RESIGNATIONS. Any officer of the Corporation may
resign at any time by giving written notice of his resignation to the Board, the
Chairman of the Board, the Vice Chairman, the President or the Secretary. Any
such resignation shall take effect at the time specified therein or, if the time
when it shall become effective shall not be specified therein, immediately upon
its receipt; and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.

        SECTION 3.         REMOVAL. Any officer or agent of the Corporation may
be removed, either with or without cause, at any time, by the vote of the
majority of the entire Board at any meeting of the Board, or, except in the case
of an officer or agent elected or appointed by the Board, by the Chairman of the
Board or the President.

         SECTION 4.        VACANCIES. A vacancy in any office, whether arising
from death, resignation, removal or any other cause, may be filled by the Board
at any regular or special meeting for the unexpired portion of the term of the
office which shall be vacant, in the manner prescribed in these Bylaws for the
regular election or appointment to such office.

         SECTION 5.        THE CHAIRMAN. The Chairman of the Board shall be the
Chief Executive Officer of the Corporation and shall have the general and active
management of the business of the Corporation and shall have general and active
supervision and direction over the business and affairs of the Corporation and
over its several officers, agents and employees, subject, however, to the
control of the Board. He shall, if present, preside at each meeting of the
Shareholders and of the Board. He shall perform all duties incident to the
office of the Chairman of the Board and such other duties as may, from time to
time, be assigned to him by the Board. The Chairman of the Board shall be
authorized to do or cause to be done all things appropriate, including
preparation, execution and filing of any Registration Statements or other
documents to effectuate the registration of the Corporation's securities (when
necessary or desirable) with the Securities and Exchange Commission pursuant to
the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended,
and to effectuate the registration of the Corporation's securities as may be
necessary or desirable pursuant to the securities laws of any state. The
Chairman is also authorized to execute and cause to be filed on behalf of the
Corporation any reports which may be required by the securities laws or other
laws of the United States or of any state pursuant to any regulations adopted
with respect thereto.

         SECTION 5(A).     THE VICE CHAIRMAN. The Vice Chairman shall have those
duties assigned to him by the Chairman or the Board. In the case of the absence
of the Chairman or his inability to act, the Vice Chairman shall perform the
duties of the Chairman, and when so acting shall have all of the powers of, and
be subject to all the restrictions upon, the Chairman.

         SECTION 6.        THE PRESIDENT. The President shall have general and
active supervision and direction over the other officers, agents and employees
and shall see that their duties are properly performed, subject, however, to the
control of the Board. Concurrently with the Chairman of the Board, the President
is hereby authorized to do or cause to be done all things appropriate, including
preparation, execution and filing of the registration of the Corporation's
securities (when necessary or desirable) with the


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Securities and Exchange Commission pursuant to the Securities Act of 1933 and
the Securities Exchange Act of 1934, as amended, and to effectuate registration
of the Corporation's Securities as may be necessary or desirable pursuant to the
securities laws of any state. The President is also authorized to execute and
cause to be filed on behalf of the Corporation any reports which may be required
by the securities laws or other laws of the United States or any state or
pursuant to any regulations adopted with respect thereto. In the case of the
absence of the Chairman of the Board and the Vice Chairman or their inability to
act, the President shall perform the duties of the Chairman of the Board, and
when so acting, shall have all the powers of, and be subject to all the
restrictions upon, the Chairman of the Board. He shall perform all duties
incident to the office of the Chairman of the Board and such other duties as,
from time to time, may be assigned to him by the Board or these Bylaws.

         SECTION 7.        EXECUTIVE VICE-PRESIDENT. At the request of the
Chairman of the Board, the Vice Chairman and the President, or in the case of
their absence or inability to act, the Executive Vice-President shall perform
the duties of the Chairman of the Board, the Vice Chairman and the President,
and when so acting shall have all the powers of, and be subject to all the
restrictions upon, the Chairman of the Board, the Vice Chairman and the
President. The Executive Vice-President shall perform all duties incident to the
office of Executive Vice-President and such other duties as from time to time
may be assigned to him by the Board, the Chairman of the Board, the Vice
Chairman, the President, or by these Bylaws. One Executive Vice-President shall
be the chief financial officer of the Corporation.

         SECTION 8.        VICE PRESIDENTS. Each Vice-President shall perform
all such duties as from time to time may be assigned to him by the Board, the
Chairman of the Board, the Vice Chairman or the President. Vice-Presidents shall
have seniority based upon length of service as Vice-President. Unless the Board
shall otherwise provide, the Senior Vice-President shall perform the duties of
the Executive Vice-President in case of his absence or inability to act, or if
an Executive Vice-President shall not have been appointed by the Board.

        SECTION 9.    THE TREASURER.  The Treasurer shall:

                  (a)      Have charge and custody of, and be responsible for,
         all the funds and securities of the Corporation;

                  (b)      Keep full and accurate records of receipts and
         disbursements in books belonging to the Corporation.

                  (c)      Cause all monies and other valuables to be deposited
         to the credit of the Corporation;

                  (d)      Receive, and give receipts for, monies due and
         payable to the Corporation from any source whatsoever;

                  (e)      Disburse the funds of the Corporation and supervise
         the investment of its funds as ordered or authorized by the proper
         vouchers therefor; and

                  (f)      In general, perform all the duties incident to the
         office of Treasurer, and such other duties as from time to time may be
         assigned to him by the Board, the President, the Vice Chairman or the
         Chairman of the Board.

         SECTION 10. THE SECRETARY. The Secretary shall:

                  (a)      Keep or cause to be kept in one or more books
         provided for the purpose, the minutes of all meetings of the Board, the
         committees of the Board and the shareholders;

                  (b)      See that all notices are duly given in accordance
         with the provisions of these Bylaws and as required by law;

                  (c)      Be custodian of the records and the seal of the
         Corporation and affix and attest the seal to all stock certificates of
         the Corporation (unless the seal of the Corporation on such
         certificates shall be facsimile as hereinafter provided) and affix and
         attest the seal to all other documents to be executed on behalf of the
         Corporation under its seal;

                  (d)      See that the books, reports, statements, certificates
         and other documents and records required by law to be kept and filed
         are properly kept and filed;

                  (e)      In general, perform all the duties incident to the
         office of Secretary and such other duties as from time to time may be
         assigned to him by the Board, the Chairman of the Board, the Vice
         Chairman or the President.


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<PAGE>   8

         SECTION 11.       OFFICERS' BOND OR OTHER SECURITY. If required by the
Board, any officer of the Corporation shall give a bond or other security for
the faithful performance of his duties, in such amount and with such surety or
sureties as the Board may require.

                                    ARTICLE V
                                 INDEMNIFICATION

         The Corporation does hereby indemnify its directors and officers to the
fullest extent permitted by the laws of the State of Tennessee and by Article
TWELVE of its Charter. The Corporation may indemnify any other person to the
extent permitted by the Charter and by applicable law.

                                   ARTICLE VI
                                  SHARES, ETC.

         SECTION 1.        STOCK CERTIFICATES. Each shareholder of the
Corporation shall be entitled upon request to have a certificate in such form
conforming to law as shall be approved by the Board, representing the number of
shares of stock of the Corporation owned by him. The certificates representing
shares of stock shall be signed in the name of the Corporation by the Chairman
of the Board or the President or a Vice-President or an Assistant Vice-President
and by the Secretary or an Assistant Secretary or the Treasurer or an Assistant
Treasurer, and sealed with the seal of the Corporation (which seal may be a
facsimile engraved or printed); provided, however, that where any such
certificate is countersigned by a transfer agent and/or a registrar (other than
the Corporation or one of its employees), the signatures of the Chairman of the
Board, President, Vice-President, Secretary, or Treasurer upon such certificates
may be facsimiles, engraved or printed. In case any officer who shall have
signed such certificate shall have ceased to be such officer before such
certificates shall be issued, they may nevertheless be issued by the Corporation
with the same effect as if such officer were still in office at the date of
their issue.

         SECTION 2.        BOOKS OF ACCOUNT AND RECORD OF SHAREHOLDERS. There
shall be kept correct and complete books and records of account, minutes of the
proceedings of its shareholders, Board of Directors and the committees of the
Board, and of all the business and transactions of the Corporation. There shall
also be kept at the office of its transfer agent or at both, a record containing
the names and addresses of all shareholders of the Corporation, the number of
shares of stock held by each, and the dates when they became the owners of
record thereof. Such shareholder records may be in written form, on magnetic
tape, disk pack storage, or in any other form capable of being converted into
written form within a reasonable time for visual inspection.

         SECTION 3.        TRANSFERS OF SHARES. Transfers of shares of stock of
the Corporation shall be made on the stock records of the Corporation only upon
authorization by the registered holder thereof, or by his attorney thereunto
authorized by power of attorney duly executed and filed with the Secretary or
with a transfer agent or transfer clerk, and on surrender of the certificate or
certificates for such shares properly endorsed or accompanied by a duly executed
stock transfer power and the payment of all applicable taxes with respect to the
transfer. Except as otherwise provided by law, the Corporation shall be entitled
to recognize the exclusive right of a person in whose name any share or shares
stand on the record of shareholders as the owner of such shares or shares for
all purposes, including, without limitation, the right to receive dividends or
other distributions, and to vote as such owner, and the Corporation shall not be
bound to recognize any equitable or legal claim to or interest in any such share
or shares on the part of any other person. Whenever any transfers of shares
shall be made for collateral security and not absolutely, and written notice
thereof shall be given to the Secretary or to such transfer agent or transfer
clerk, such facts shall be stated in the entry of the transfer.

         SECTION 4.        REGULATIONS. The Board may make such additional rules
and regulations, not inconsistent with applicable law, the Charter or these
Bylaws, as it may deem expedient concerning the issue, transfer, and
registration of certificates for shares of stock of the Corporation. It may
appoint one or more transfer agents or one or more transfer clerks and one or
more registrars, and may require all certificates for shares of stock to bear
the signature or signatures of any of them.

         SECTION 5.        LOST, DESTROYED OR MUTILATED CERTIFICATES. The holder
of any certificate(s) representing shares of the Corporation shall immediately
notify the Corporation of any loss, destruction or mutilation of such
certificate(s), and the corporation may issue a new certificate or certificates
of stock in the place of any certificate theretofore issued by it which the
owner thereof shall allege to have been lost or destroyed or which shall have
been mutilated. As a condition precedent to the issuance of replacement
certificates, such owner or his legal representative as principal shall give to
the Corporation a bond with "open" (unlimited) penalty and in such form and with
such surety or sureties as the person designated by the Board in his absolute
discretion shall determine to be sufficient to indemnify the Corporation against
any claim that may be made against it on account of the alleged loss or
destruction of


                                       8
<PAGE>   9

any such certificate, or the issuance of a new certificate. Any transfer agent
which may be appointed by the Corporation shall be and is hereby designated as
the person to make the determination whether the bond furnished meets the
requirements of this Section 5 unless the Board, by resolution, shall designate
some other person to do so. Anything herein to the contrary notwithstanding, the
Board, in its absolute discretion, may refuse to issue any such new certificate,
except pursuant to legal proceedings under the laws of the State of Tennessee.

         SECTION 6.        FIXING OF RECORD DATES. The Board may fix, in
advance, a date not less than ten (10) days prior to the date then fixed for the
holding of any meeting of the shareholders as the time as of which the
shareholders entitled to notice of and to vote at such meeting or whose consent
or dissent is required or may be expressed for any purpose, as the case may be,
shall be determined, and all persons who as holders or record of voting stock at
such time, and no others, shall be entitled to such notice of, and to vote at
such meeting or to express their consent or dissent, as the case may be. The
Board may fix in advance a date not more than sixty (60) days and not less than
ten (10) days prior to the date fixed for the payment of any dividends; or for
the making of any distribution; or for the allotment of rights to subscribe for
securities of the Corporation; or for the delivery of evidences of rights or
evidence of interests arising out of any change, conversion or exchange of
capital stock or other securities; as the record date for the determination of
shareholders entitled to receive any such dividend, distribution, allotment,
rights or interests, and in such case only the shareholders of record at the
time so fixed shall be entitled to receive such dividend, distribution,
allotment, rights or interests.

                                   ARTICLE VII
                                     OFFICES

         SECTION 1.        PRINCIPAL OFFICE. The principal office of the
Corporation shall be at 7130 Goodlett Farms Parkway, Memphis, Tennessee 38018,
County of Shelby, or at such other address as may be fixed by the Board.

         SECTION 2.        OTHER OFFICES. The Corporation may also have an
office or offices other than said principal office at such place or places,
either within or without the State of Tennessee, as the Board shall from time to
time determine or the business of the Corporation may require.

                                  ARTICLE VIII
                                   FISCAL YEAR

         The fiscal year of the Corporation shall be the calendar year.

                                   ARTICLE IX
                                      SEAL

         The form of seal of the Corporation shall be determined by the Board of
Directors.



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<PAGE>   10

                                    ARTICLE X
                                  MISCELLANEOUS

         SECTION 1.        REPORTS TO SHAREHOLDERS. The books of account of the
Corporation shall be examined by an independent firm of public accountants at
the close of each annual period of the Corporation and at such other times, if
any, as may be directed by the Board. A report to the shareholders based upon
such examination shall be mailed to each shareholder of the Corporation of
record on such date with respect to each report as may be determined by the
Board, at his address as the same appears on the stock transfer records of the
Corporation. Each such report shall show the assets and liabilities of the
Corporation as of the close of the annual or other period covered by the report.
This report shall also show the Corporation's income and expenses from the
period from the end of the Corporation's preceding fiscal year to the close of
the annual or other period covered by the report, any other information which
may be required by law or regulation lawfully adopted and shall set forth such
other matters as the Board or such independent firm of public accountants shall
determine.

         SECTION 2.        SELECTION AND TERMINATION OF FIRM OF INDEPENDENT
PUBLIC ACCOUNTANTS. The independent auditors and accountants for the Corporation
shall be selected by the Board at a meeting held within thirty (30) days before
the beginning of the fiscal year and before the Annual Meeting of Shareholders
except that any vacancy occurring between Annual Meetings as a result of the
resignation of the accountants may be filled by the vote of a majority of those
members of the entire Board who are not salaried officers or employees of the
Corporation or of any affiliate of the Corporation. Such selection shall be
submitted for ratification or rejection at the next succeeding Annual Meeting of
Shareholders if such meeting be held, or at the next succeeding Special Meeting
of Shareholders in said fiscal year if the Annual Meeting shall not be held on
the date designated in the Bylaws therefor; provided, however, that a Special
Meeting of Shareholders need not be called to ratify or reject the selection by
the Board of independent auditors and accountants in the above manner to fill a
vacancy occurring between Annual Meeting as a result of the resignation of said
auditors and accountants. The employment of such accountants shall be
conditioned upon the right of the Corporation, either by the unanimous vote of
the entire Board of Directors or by vote of a majority of the outstanding voting
securities at any meeting called for the purpose, to terminate such employment
without penalty. If the selection of accountants shall be rejected by the
Shareholders or their employment be terminated by the Shareholders in the manner
provided above, the vacancy so occurring may be filled by the vote of a majority
of the outstanding voting securities either at the meeting at which the
rejection or termination by the Shareholders occurred or, if not so filled, at a
subsequent meeting which shall be called for the purpose.

                                   ARTICLE XI
                                   AMENDMENTS

         These Bylaws may be amended or repealed, in whole or in part, or new
Bylaws may be adopted, by the Board of Directors at any meeting thereof by vote
of a majority of the entire Board, unless a greater affirmative vote is required
by the Charter; provided, however, that notice of such meeting shall have been
given as provided in these Bylaws, which notice shall mention that amendment or
repeal of the Bylaws, or the adoption of new Bylaws, is one of the purposes of
the meeting. Any such Bylaws adopted by the Board may be amended or repealed, or
new Bylaws may be adopted by vote of the shareholders of the Corporation, at any
annual or special meeting thereof; provided, however, that notice of such
meeting shall have been given as provided in these Bylaws, which notice shall
mention that amendment or repeal of these Bylaws, or the adoption of new Bylaws,
is one of the purposes of such meeting.

                                   ARTICLE XII
                      SHAREHOLDER PROPOSALS TO BE PRESENTED
                               AT ANNUAL MEETINGS

         Any proposal of a shareholder which is to be presented at any annual
meeting of shareholders shall be sent so as to be received by the Corporation at
its principal offices not less than one hundred twenty (120) days in advance of
the date of the Corporation's proxy statement issued in connection with the
previous year's annual meeting of shareholders.

April 19, 2001


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