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EXHIBIT 3.1.  Charter of National Commerce Bancorporation as amended and
              restated
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                               RESTATED CHARTER
                                      OF
                       NATIONAL COMMERCE BANCORPORATION
       UNDER SECTION 48-20-107 OF THE TENNESSEE BUSINESS CORPORATION ACT


         Pursuant to the provisions of Section 48-20-107 of the Tennessee
Business Corporation Act, the undersigned corporation adopts the following
Restated Charter:

FIRST.   The name of this Corporation is NATIONAL COMMERCE BANCORPORATION.

SECOND.  The address of the principal office of this Corporation in the State of
         Tennessee is One Commerce Square, Memphis, Tennessee, County of Shelby,
         38150.

THIRD.   (a)        The complete address of the Corporation's registered office
                    in Tennessee is One Commerce Square, Memphis, Tennessee,
                    County of Shelby, 38150.

         (b)        The name of the registered agent to be located at the
                    address listed in part (a) of this Article Third is Charles
                    A. Neale.

FOURTH.  The general nature of the business to be transacted by this Corporation
         is:

         (1)        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 of the shares of the capital stock (whether
                    such shares be voting or nonvoting), or any voting trust
                    certificates in respect of the shares of capital stock,
                    scrip, warrants, rights, bonds, debentures, notes, trust
                    receipts, and other securities, obligations, choses in
                    action and evidences of indebtedness or interest issued or
                    created by banks, trust companies or other corporations,
                    joint stock companies, syndicates, associations, firms,
                    trusts or persons, public or private, or by the government
                    of the United States of America, or by any state or other
                    governmental agency, 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,
                    and to do any and all acts and things necessary or advisable
                    for the preservation, protection, improvement and
                    enhancement in value thereof.

         (2)        To the extent permitted by law, to promote, finance, aid and
                    assist, financially and otherwise, any bank, trust company,
                    other corporation, association, joint stock company,
                    syndicate, firm, trust or person, public or private,
                    governmental agency or other entity, of which any stock,
                    share, voting trust certificate, bond, mortgage, debenture,
                    note, right, warrant, scrip, commercial paper, chose in
                    action, contract, evidence of indebtedness or other
                    obligation or security is held directly or indirectly by or
                    for the Corporation, or in the business, financing or
                    welfare of which the Corporation shall have any interest;
                    and in connection therewith and to the extent permitted by
                    law, to guarantee or become surety for the performance of
                    any undertaking or obligations of such entity; to guarantee
                    by endorsement or otherwise the payment of the principal of
                    or interest or dividends on or sinking fund payments with
                    respect to any such security of any such entity or any other
                    payments whatsoever to be made by it; and to join in any
                    reorganization with respect to such entity.

         (3)        To pay for any property, securities, rights or interests
                    acquired by the Corporation in cash or other property,
                    rights or interests held by the Corporation or by issuing
                    and delivering in exchange therefor its own property, stock,
                    shares, bonds, debentures, notes or warrants for capital

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                    stock, certificates of indebtedness, obligations or other
                    securities howsoever evidenced.

         (4)        To acquire by purchase, gift, lease, exchange or otherwise,
                    real and personal property, or either, situated either
                    within or without the State of Tennessee; and to lease,
                    sell, or otherwise dispose of or encumber the same; to turn
                    the same to account as may seem expedient; and, in
                    particular, to prepare building sites, and to construct,
                    reconstruct, alter, improve, manage and maintain buildings
                    of all kinds including bank buildings, general office
                    buildings, and other structures.

         (5)        To conduct a general real estate business, whether as
                    principal or as agent or in any other capacity whatsoever,
                    in the purchase, sale, lease, exchange, and management of
                    real estate and the negotiation of loans thereon; to buy,
                    sell, deal, and trade in mortgages or other liens on or
                    interest in real estate.

         (6)        To conduct a general insurance agency and insurance
                    brokerage business of all kinds including but not limited to
                    fire, life, accident, fidelity, plate glass, boiler, theft,
                    health, hospitalization, burglary, marine, airplane, credit,
                    and all other kinds of insurance whatsoever, and in all its
                    branches.

         (7)        To engage in and carry on either as principal or as agent,
                    or in any other capacity whatsoever, the business of
                    rendering management services and advice to any and all
                    types of business enterprise and activity in connection with
                    the operation, management, supervision, control, personnel
                    policies, purchasing, selling, advertising, financing, and
                    all other phases of operation.

         (8)        To borrow or raise money for any of the purposes of the
                    Corporation and from time to time without limit as to
                    amount, to draw, make, accept, endorse, execute and issue
                    promissory notes, drafts, bills of exchange, warrants, bonds
                    and other negotiable or non-negotiable instruments and
                    evidences of indebtedness therefor, to make and enter into
                    indentures or trust agreements, to make and issue its
                    debenture bonds or certificates of indebtedness, payable to
                    bearer or otherwise, with or without interest coupons
                    attached, and in addition to such interest, until such
                    debenture bond or certificate of indebtedness is discharged
                    but not thereafter, with or without participation in the
                    earnings, or a share of the earnings of the Corporation, and
                    to secure the payment of any of the foregoing evidences of
                    indebtedness and of the interest thereof by mortgage upon or
                    pledge, conveyance or assignment in trust of the whole or
                    any part of the property of the Corporation whether at the
                    time owned or thereafter acquired, and to sell, pledge,
                    exchange or otherwise dispose of such obligations of the
                    Corporation for its corporate purposes.

         (9)        To loan to any person, firm or corporation any of its
                    surplus funds, either with or without security.

         (10)       In general, to carry on any other business in connection
                    with the foregoing, and to have and exercise all the powers
                    conferred by the laws of Tennessee upon corporations formed
                    under the Tennessee Business Corporation Act, and amendments
                    thereto, and to do any and all of the things hereinbefore
                    set forth to the same extent as natural persons might or
                    could do, it being hereby specifically provided that the
                    enumeration of certain specific powers herein shall not be
                    held to limit or restrict in any manner such general powers;
                    provided, however, and notwithstanding any provision in this
                    Restated Charter or any amendment thereof to the contrary,
                    so long as the Corporation is subject to the provisions of
                    the United States Bank Holding Company Act of 1956 or acts

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                    amendatory thereof, the Corporation shall not engage in any
                    activities prohibited thereby, unless it is determined that
                    any such activity is exempt therefrom or the prohibition is
                    otherwise inapplicable thereto.

                    The objects and purposes specified in the foregoing Article
                    Fourth shall, except where otherwise expressed, be in nowise
                    limited or restricted by reference to or inference from the
                    terms of any other clause hereof, but the objects and
                    purposes specified in each of the foregoing clauses of this
                    Article Fourth shall be regarded as independent objects and
                    purposes.

FIFTH.   This Corporation shall have the authority to issue a maximum of
         175,000,000 shares of common stock, par value $2.00 per share, which
         shares collectively shall have unlimited voting rights and the right to
         receive the net assets of the Corporation upon dissolution.  No holder
         of any class of this Corporation's common stock shall have preemptive
         rights.  Members of the Board of Directors, other than directors
         elected to fill vacancies caused by an increase in the number of
         directors or by the removal, death or resignation of existing
         directors, shall be elected by the shareholders only and shall be
         elected by a plurality of the votes cast in any such election.

         Except as otherwise provided by the laws of the State of Tennessee, as
         now in effect or hereafter amended, the Bylaws of the Corporation may
         be amended or repealed or additional Bylaws may be adopted by the Board
         of Directors by a vote of a majority of the entire Board of Directors.

         The Corporation is hereby authorized to issue 5,000,000 shares of
         preferred stock without par value and subject to the following
         designations, preferences, limitations and relative rights:

         I.         So long as any of the preferred stock is outstanding, no
                    dividends (other than (i) dividends on common stock payable
                    in common stock, (ii) dividends payable in stock junior to
                    the preferred stock both as to dividends and upon
                    liquidation, and (iii) cash in lieu of fractional shares in
                    connection with any such dividends) shall be paid or
                    declared in cash or otherwise, nor shall any other
                    distribution be made on the common stock or any other
                    securities junior to the preferred stock as to dividends,
                    unless (a) there shall be no arrearages in dividends on the
                    preferred stock for all previous dividend periods, and the
                    full dividend on the preferred stock for the current
                    dividend period shall have been or shall then be paid or
                    declared and funds set aside therefor, and (b) the
                    Corporation shall not be in default on its obligation to
                    redeem any of the preferred stock called for redemption.

                    Subject to the foregoing provisions, such dividends as may
                    be determined by the Board of Directors may be declared and
                    paid from time to time on the common stock or on any stock
                    junior to the preferred stock, without any right or
                    participation therein by the holders of the preferred stock.

         II.        In the event of any liquidation, dissolution or winding up
                    of the Corporation, whether voluntary or involuntary
                    ("liquidation"), the holders of the preferred stock shall be
                    entitled to receive an amount per share equal to the amount
                    fixed and determined by the Board of Directors in the
                    resolution establishing the preferred stock, plus an amount
                    equal to all dividends accrued on the preferred stock to the
                    date fixed for the payment in liquidation, before any
                    distribution shall be made to the holders of the common
                    stock or any stock junior to the preferred stock as to the
                    distribution of assets upon liquidation. If the assets of
                    the Corporation are insufficient to permit the payment of
                    the full preferential amounts payable to the holders of the
                    preferred stock, then the assets available for distribution

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                    to holders of the preferred stock shall be distributed
                    ratably to the holders of the preferred stock, in proportion
                    to the full preferential amounts payable on their respective
                    shares upon liquidation.

         III.       This Restated Charter does not establish series of the
                    preferred stock and does not fix and determine variations in
                    the relative rights and preferences as between series of the
                    preferred stock. There is hereby expressly vested in the
                    Board of Directors of the Corporation the authority to
                    divide the class of preferred stock authorized in this
                    Restated Charter into series, and to fix and determine, in
                    the manner provided by law, the relative rights and
                    preferences of the shares of any series so established. The
                    Board of Directors is also authorized to make any changes in
                    the designations, terms, limitations or relative rights or
                    preferences of any series of the preferred stock, before the
                    issuance of any shares of that series, in the manner
                    provided by law.

SIXTH.   The amount of capital with which this Corporation will begin business
         shall be Five Thousand Dollars ($5,000.00).

SEVENTH. The Board of Directors of the Corporation shall consist of not less
         than three (3) and not more than twenty-five (25) natural persons.  The
         exact number of directors shall be fixed from time to time by the Board
         of Directors pursuant to a resolution adopted by a majority of the
         entire Board of Directors.  The Board of Directors shall be divided
         into three (3) classes, as nearly equal in number as possible, with the
         term of office of one class expiring each year.  At the annual meeting
         of shareholders in 1983, directors of the first class shall be elected
         to hold office for a term expiring at the next succeeding annual
         meeting, and upon expiration of such one-year term and thereafter, such
         class of directors shall be eligible to hold office for terms of three
         (3) years.  At the annual meeting of shareholders in 1983, directors of
         the second class shall be elected to hold office for a term expiring at
         the second succeeding annual meeting, and upon the expiration of such
         two-year term and thereafter, such class of directors shall be eligible
         to hold office for terms of three (3) years.  At the annual meeting of
         shareholders in 1983, directors of the third class shall be elected to
         hold office for a term expiring at the third succeeding annual meeting,
         and thereafter such class of directors shall continue to be eligible to
         hold office for terms of three (3) years.  Newly created directorships
         resulting from an increase in the number of directors and vacancies
         occurring in the Board for any reason, including the removal of
         directors, may be filled by the Board of Directors acting by a majority
         of directors then in office, although less than a quorum, and any
         directors so chosen shall hold office until the next election of the
         class for which the director shall have been chosen and until a
         successor shall be elected and qualified.

         Notwithstanding any other provision of this Restated Charter or the
         Bylaws of the Corporation, and notwithstanding specification of some
         lesser percentage by law, any one or more directors or the entire Board
         of Directors of the Corporation may be removed for cause, at any time,
         by the affirmative vote of at least two-thirds of the entire Board of
         Directors.

         Notwithstanding any provision of this Restated Charter or of the Bylaws
         of this Corporation, and notwithstanding the specification of some
         lesser percentage by law, the affirmative vote of the holders of two-
         thirds or more of the outstanding shares of each class of stock of the
         Corporation entitled to vote thereon shall be required to amend, alter,
         change or repeal any provision of this Article Seventh; provided,
         however, that if a two-thirds majority of the entire Board of Directors
         shall adopt a resolution setting forth a proposed amendment to this
         Article Seventh and directing that it be submitted to a vote at a
         meeting of shareholders, then such amendment shall be approved upon
         receiving the affirmative vote of the holders of a majority of all the
         outstanding shares of each class of stock of the Corporation entitled
         to vote thereon.

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EIGHTH.  Any action which the Board of Directors of this Corporation may
         properly take may be taken without a meeting.  If all directors consent
         to taking such action without a meeting, the affirmative vote of the
         number of directors that would be necessary to authorize or take such
         action at a meeting shall be the act of the Board.  The action must be
         evidenced by one or more written consents setting forth the action so
         taken, signed by each member of the Board of Directors, indicating each
         signing director's vote or abstention on the action, and shall be
         included in the minutes or filed with the corporate records reflecting
         the action taken.

         The Corporation shall have the right to purchase its own shares in
         accordance with Sections 48-16-302 and 48-16-401 of the Tennessee
         Business Corporation Act.

         The Board of Directors may authorize and the Corporation may make
         certain distributions to its shareholders, in accordance with Section
         48-16-401 of the Tennessee Business Corporation Act.

NINTH.   SECTION 1.  Certain Definitions.
                     ------------------- 

         For the purpose of this Article Ninth, the terms:

         A.         "Business Combination" means any merger, consolidation, or
                    amalgamation of the Corporation or any of its subsidiaries
                    with any Person; any sale, lease, exchange, mortgage,
                    pledge, transfer or other disposition to or with any Person
                    of net assets of the Corporation having an aggregate fair
                    market value in excess of $5,000,000; the issuance or
                    transfer by the Corporation or any of its subsidiaries of
                    any securities of the Corporation to any Person in exchange
                    for cash, securities or other property having a fair market
                    value in excess of $5,000,000; a liquidation of the
                    Corporation proposed by any Person; any reclassification of
                    securities or recapitalization of the Corporation.

         B.         "Interested Shareholder" means any Person, other than the
                    Corporation or any of its subsidiaries, who (i) is the
                    beneficial owner, directly or indirectly, of more than 5% of
                    the voting power of any class of outstanding voting stock;
                    or (ii) is an Affiliate of the Corporation and at anytime
                    within the two-year period immediately prior to the date in
                    question was the beneficial owner, directly or indirectly,
                    of 5% or more of the voting power of any class of the then
                    outstanding voting stock.

         C.         "Affiliate" has the meaning ascribed to such term in Rule
                    12b-2 of the General Rules and Regulations under the
                    Securities Exchange Act of 1934, as in effect on January 1,
                    1983.

         D.         "Minimum Price Per Share" shall mean the higher of (i) the
                    highest gross per share price paid or agreed to be paid by
                    the Interested Shareholder for any shares of common stock of
                    the Corporation acquired or agreed to be acquired by it (1)
                    within the four-year period immediately prior to the first
                    public announcement of the Business Combination (the
                    "Announcement Date"), or (2) in the transaction in which it
                    became an Interested Shareholder, whichever is higher, or
                    (ii) the fair market value per share of common stock of the
                    Corporation on the Announcement Date or on the date on which
                    the Interested Shareholder became an Interested Shareholder,
                    whichever is higher.  The calculation of the Minimum Price
                    Per Share shall require appropriate adjustments for capital
                    changes, including without limitation stock splits, stock
                    dividends and reverse stock splits.

         E.         "Person" shall mean any individual, firm, partnership,
                    trust, business association, corporation, or other entity.

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        SECTION 2.  Vote Required for Business Combinations.
                    --------------------------------------- 

                    In addition to any affirmative vote required by law or this
                    Restated Charter, and except as otherwise expressly provided
                    in Section 3 of this Article Ninth, any Business Combination
                    shall require the affirmative vote of the holders of at
                    least two-thirds of the outstanding shares of each class of
                    capital voting stock of the Corporation.

        SECTION 3.  When Higher Vote is Not Required.
                    -------------------------------- 

                    The provisions of Section 2 of this Article Ninth shall not
                    be applicable to (i) any Business Combination not with or
                    involving any Interested Shareholders or an Affiliate of an
                    Interested Shareholder if the conditions of the following
                    Paragraph A are met, in which event such Business
                    Combination shall require only such affirmative vote as is
                    required by law and any other provision of this Restated
                    Charter, or (ii) any Business Combination with or involving
                    an Interested Shareholder or an Affiliate of an Interested
                    Shareholder if all of the conditions in both of the
                    following Paragraphs A and B are met, in which event such
                    Business Combination shall require only such affirmative
                    vote as is required by law and any other provision of this
                    Restated Charter.

                    A.   Approval by the Board of Directors.  The Business
                         ----------------------------------               
                         Combination shall have been approved by at least two-
                         thirds of the entire Board of Directors of the
                         Corporation at anytime prior to the consummation of the
                         Business Combination.

                    B.   Price and Form of Consideration.  Both of the following
                         -------------------------------                        
                         conditions shall have been met:

                         (i)  The aggregate amount of the cash and the fair
                              market value as of the date of the consummation of
                              the Business Combination of consideration other
                              than cash to be received per share by holders of
                              outstanding capital voting stock of the
                              Corporation in such Business Combination shall be
                              at least equal to the Minimum Price Per Share.

                         (ii) The consideration to be received by holders of a
                              particular class of outstanding voting stock shall
                              be in cash or in the same form as the Interested
                              Shareholder has previously paid for shares of such
                              class of voting stock.  If the Interested
                              Shareholder has paid for shares of any class of
                              voting stock with varying forms of consideration,
                              the form of consideration for such class of voting
                              stock shall be either cash or the form used to
                              acquire the largest number of shares of such class
                              of voting stock previously acquired by it.

        SECTION 4.  Determination of Certain Matters.
                    -------------------------------- 

                    Notwithstanding any other provision of this Restated Charter
                    or the Bylaws of the Corporation, the directors of the
                    Corporation shall have the power and duty to determine for
                    the purposes of this Article Ninth, on the basis of
                    information known to them after reasonable inquiry, (A)
                    whether a Person is an Interested Shareholder, (B) the
                    number of shares of voting stock beneficially owned by any
                    Person, (C) whether a Person is an Affiliate of another, and
                    (D) whether the net 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 of its subsidiaries in any Business
                    Combination has, an aggregate fair market value of
                    $5,000,000 or more.

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        SECTION 5.  No Effect on Fiduciary Obligations of Interested
                    ------------------------------------------------
                    Shareholders.
                    ------------ 

                    Nothing contained in this Article Ninth shall be construed
                    to relieve any Interested Shareholder from any fiduciary
                    obligation imposed by law.

        SECTION 6.  Amendment, Repeal and Other Matters.
                    ----------------------------------- 

                    Notwithstanding any provisions of this Restated Charter or
                    the Bylaws of the Corporation, and notwithstanding the
                    specification of some lesser percentage by law, the
                    affirmative vote of the holders of two-thirds or more of the
                    outstanding shares of each class of stock of the Corporation
                    entitled to vote thereon shall be required to amend, alter,
                    change or repeal any provision of this Article Ninth;
                    provided, however, that if at least two-thirds majority of
                    the entire Board of Directors shall adopt the resolution
                    setting forth the proposed amendment to this Article Ninth
                    and directing that it be submitted to a vote at a meeting of
                    the shareholders, then such amendment shall be approved upon
                    receiving the affirmative vote of the holders of a majority
                    of the outstanding shares of each class of stock of the
                    Corporation entitled to vote thereon.

TENTH.     The Corporation is to have perpetual existence. The Corporation is
           for profit.

ELEVENTH.  Special meetings of shareholders may be called by the Chairman,
           President or a Vice President, or by a majority of the members of the
           Board of Directors acting with or without a meeting, upon notice to
           the shareholders being delivered not less than ten (10) days nor more
           than two (2) months before the date of the meeting. Such notice shall
           include a description of the purpose or purposes for which the
           meeting is called and shall be effective when mailed postpaid and
           correctly addressed to the shareholder's address shown in the
           Corporation's current record of shareholders.

           Special meetings of shareholders also may be called by the holders of
           at least ten percent (10%) of all the votes entitled to be cast on
           any issue proposed to be considered at such meeting upon request in
           writing, signed, dated and delivered either in person or by
           registered or certified mail, return receipt requested, to the
           Secretary of the Corporation by such shareholders at least ninety
           (90) days before the date of the meeting. Upon receipt of such
           request, it shall be the duty of such Secretary forthwith to cause to
           be given to the shareholders entitled thereto notice of such meeting,
           which notice shall be given on a date not more than one (1) month
           after the date such request was delivered to such Secretary, as such
           Secretary may fix and shall be effective when mailed postpaid and
           correctly addressed to the shareholder's address shown in the
           Corporation's current record of shareholders.

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TWELFTH.   No director of this Corporation shall be personally liable to the
           Corporation or its shareholders for monetary damages for breach of
           fiduciary duty as a director, except: (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; or (iii) for
           unlawful distributions under Section 48-18-304 of the Tennessee
           Business Corporation Act.



                                         NATIONAL COMMERCE BANCORPORATION


                                         By:
                                            ---------------------------------
----------------------------------          Gus B. Denton, Secretary

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