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                                                                     EXHIBIT 3.2


                                     BY-LAWS
                                       OF
                           FIRST AMERICAN CORPORATION
                      (HEREIN SOMETIMES THE "CORPORATION")
                         AS AMENDED SEPTEMBER 17, 1998

                                    ARTICLE I
                                     GENERAL

         SECTION 1.1. PRINCIPAL OFFICE. The principal office of the Corporation
shall be in First American Center, Nashville, Tennessee, and the Corporation
shall have such other offices at such other places as the Board of Directors
(herein sometimes the "Board") may from time to time appoint, or the business of
the Corporation may require.

         SECTION 1.2. GENDER. When used herein, the masculine gender shall
include the feminine.


                                   ARTICLE II
                                  SHAREHOLDERS

         SECTION 2.1. ANNUAL MEETING. The annual meeting of the shareholders for
the election of directors and for the transaction of such other business as may
properly come before the meeting each year shall be held on such day and at such
time as the Board of Directors shall determine.

         SECTION 2.2. SPECIAL MEETINGS. Special meetings of shareholders, unless
otherwise provided by law, may be called at any time by the Board, the Chairman
of the Board, the Vice Chairman of the Board, or the President. The Chairman of
the Board, the Vice Chairman or the President shall also call a special meeting
of shareholders, to be held no sooner than seventy-five (75) and no later than
ninety (90) days (as shall be determined in the sole discretion of the officer
calling the same) after the receipt of a written demand for such a meeting from
shareholders owning of record ten percent (10%) or more of the entire capital
stock of the Corporation issued and outstanding and entitled to vote at such
meeting, together with a certified check for fifty thousand dollars ($50,000)
payable to the Corporation to cover the Corporation's expenses in connection
with such meeting, including the preparation of proxy materials and the mailing
of notices and proxy materials to shareholders. Such written demand must state
the purpose or purposes for which the meeting is called, the names of the
shareholder or shareholders calling the meeting, the number of shares owned of
record by each such shareholder, and any other information specified in Schedule
14A, Rule 14a-3 





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or Rule 14a-11 of the Rules and Regulations of the Securities and Exchange
Commission.

         SECTION 2.3. PLACE OF MEETING. The Board may designate any place,
either within or without the State of Tennessee, as the place of meeting for any
annual meeting or for any special meeting which is called by the Board. If no
place is designated by the Board, or if a special meeting is held pursuant to
shareholder demand, the place of meeting shall be the principal office of the
Corporation as provided in these By-Laws.

         SECTION 2.4. NOTICE OF SHAREHOLDER MEETINGS; WAIVER.

         (A) ANNUAL MEETINGS. Written notice stating the place, date and hour of
the annual meeting of shareholders shall be given in person or by mail to each
shareholder of record entitled to vote at such meeting. If mailed, such notice
shall be mailed not less than ten (10) days nor more than sixty (60) days before
the meeting. Mailed notice shall be deemed to be given when deposited, with
postage prepaid, in the United States mail addressed to the shareholder at his
address as it appears on the records of the Corporation at the close of business
on the record date established for such meeting, or to such other address as the
shareholder shall have designated in writing to the Secretary. If delivered
personally, such notice shall be delivered not less than ten (10) days nor more
than sixty (60) days before the date of the meeting and shall be deemed
delivered when actually received by the shareholder.

         (B) SPECIAL MEETINGS. Written notice of every special meeting of
shareholders shall be given by the Corporation in person or by mail to each
shareholder of record entitled to vote at such meeting. Such notice shall state
the place, date, hour, purpose or purposes for which the meeting is called, and
the person or persons calling the meeting. In the case of a meeting called
pursuant to the request of shareholders owning ten percent (10%) or more of the
entire capital stock of the Corporation issued and outstanding and entitled to
vote at such meeting, such notice shall be given, in person or by mail, not less
than forty-five (45) days nor more than sixty (60) days before the meeting.
Otherwise, if mailed, such notice shall be given not less than ten (10) days nor
more than sixty (60) days before the meeting, and if delivered personally, such
notice shall be delivered not less than ten (10) days nor more than sixty (60)
days before the date of the meeting. Mailed notice shall be deemed to be given
when deposited, with postage prepaid, in the United States mail addressed to the
shareholder at his address as it appears on the records of the Corporation at
the close of business on the record date established for such meeting, or to
such other address as the shareholder shall have designated in writing to the
Secretary, and shall be deemed delivered personally when actually received by
the shareholder.






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         (C) WAIVER. Notice of any meeting need not be given to any shareholder
who signs a waiver of notice, either before or after such meeting, or who
attends the meeting in person or by proxy, and does not object at the beginning
of the meeting to the lack of notice or to the fact that the meeting was not
otherwise lawfully called or convened. Attendance at a meeting for the express
purpose of objecting to the lack of notice or to the fact that the meeting was
otherwise not lawfully called or convened shall not, however, constitute a
waiver of notice.

         SECTION 2.5. NOTICE OF NOMINATIONS. Nominations for the election of
directors may be made by the Board of Directors or a committee appointed by the
Board of Directors authorized to make such nominations.

         SECTION 2.6 SHAREHOLDER NOMINATIONS AND PROPOSALS. (a) No proposal for
a shareholder vote (other than votes that are solely on procedural issues) shall
be submitted by a shareholder (a "Shareholder Proposal") to the Corporation's
shareholders unless the shareholder submitting such proposal (the "Proponent")
shall have filed a written notice setting forth with particularity (i) the names
and business addresses of the Proponent and all persons acting in concert with
the Proponent; (ii) the name and address of the Proponent and the persons
identified in clause (i), as they appear on the Corporation's books (if they so
appear); (iii) the class and number of shares of the Corporation beneficially
owned by the Proponent and the Persons identified in clause (i); (iv) a
description of the Shareholder Proposal containing all material information
relating thereto; and (v) such other information as the Board of Directors
reasonably determines is necessary or appropriate to enable the Board of
Directors and shareholders of the Corporation to consider the Shareholder
Proposal. If the presiding officer at any shareholders meeting determines that
any Shareholder Proposal was not made in accordance with the procedures
prescribed in these Bylaws or is otherwise not in accordance with law, he shall
so declare at the meeting and the Shareholder Proposal shall be disregarded.

         (b) Only persons who are selected and recommended by the Board of
Directors or the committee of the Board of Directors designated to make
nominations pursuant to Section 2.5, or who are nominated by shareholders in
accordance with the procedures set forth in this Section 2.6, shall be eligible
for election, or qualified to serve, as directors. Nominations of individuals
for election to the Board of Directors of the Corporation at any annual meeting
or any special meeting of shareholders at which directors are to be elected may
be made by any shareholder of the Corporation entitled to vote for the election
of directors at that meeting by compliance with the procedures set forth in this
Section 2.6. Nominations by shareholders shall be made by written notice (a
"Nomination Notice"), which shall set forth (i) as to each individual nominated,
(A) the name, date of birth, business address and residence address of such
individual; (B) the business experience during the past five years of such






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nominee, including his or her principal occupations and employment during such
period, the name and principal business of any corporation or other organization
in which such occupations and employment were carried on, and such other
information as to the nature of his or her responsibilities and level of
professional competence as may be sufficient to permit assessment of his or her
prior business experience; (C) whether the nominee is or has ever been at any
time a director, officer or owner of 5% or more of any class of capital stock,
partnership interests or other equity interest of any corporation, partnership
or other entity; (D) any directorships held by such nominee in any company with
a class of securities registered pursuant to section 12 of the Securities
Exchange Act of 1934, as amended, or subject to the requirements of section
15(d) of such Act or any company registered as an investment company under the
Investment Company Act of 1940, as amended; and (E) whether, in the last five
years, such nominee has been convicted in a criminal proceeding or has been
subject to a judgment, order, finding or decree of any federal, state or other
governmental entity, domestic or foreign, concerning any violation of federal,
state or other law, or any proceeding in bankruptcy, which conviction, order,
finding, decree, or proceeding may be material to an evaluation of the ability
or integrity of the nominee, and (ii) as to the person submitting the Nomination
Notice and any person acting in concert with such person, (x) the name and
business address of such person, (y) the name and address of such person as they
appear on the Corporation's books (if they so appear), and (z) the class and
number of shares of the Corporation which are beneficially owned by such person.
A written consent to being named in a proxy statement as a nominee, and to serve
as a director if elected, signed by the nominee, shall be filed with any
Nomination Notice. If the presiding officer at any shareholders meeting
determines that a nomination was not made in accordance with the procedures
prescribed by these Bylaws, he shall so declare to the meeting and the defective
nomination shall be disregarded.

         (c) Nomination Notices and Shareholder Proposals shall be delivered to
the Secretary at the principal executive office of the Corporation 90 days or
more before the month and the day of the prior years' shareholders meeting if
such Nomination Notice or Shareholder Proposal is to be submitted at an annual
shareholders meeting, or such other date as the Board of Directors may
determine, provided that the deadline imposed by the Board is more than 60 days
following public announcement of such deadline. Nomination Notices and
Shareholder Proposals shall be delivered to the Secretary at the principal
executive office of the Corporation no later than the close of business on the
15th day following the day on which notice of the date of a special meeting of
shareholders was given if the Nomination Notice or Shareholder Proposal is to be
submitted at a special shareholders meeting.

         SECTION 2.7. RECORD DATE. The Board shall fix as the record date for
any determination of shareholders entitled to vote at any meeting of






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shareholders or any adjournment thereof, to demand a special meeting, to receive
notice of a shareholders meeting, to receive payment of any dividend, or for any
other proper purpose, a date not more than seventy (70) days prior to the date
on which the particular action requiring such determination of shareholders is
to be taken. If no record date is fixed by the Board, as provided above, and if
the Charter does not otherwise provide for a record date, then the date on which
the resolution of the Board declaring such dividend is adopted, or the day
before 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 herein, such determination shall apply
to any adjournment of such meeting unless the Board of Directors fixes a new
record date, which it must do if the meeting is adjourned to a date more than
four (4) months after the date fixed for the original meeting.

         SECTION 2.8. LIST OF SHAREHOLDERS. After the record date for a meeting
has been fixed, the Corporation shall prepare an alphabetical list of names of
all shareholders who are entitled to notice of a shareholders' meeting. Such
list will be arranged by voting group (and within each voting group by class or
series of shares) and will show the address of and number of shares held by each
shareholder. The shareholders' list will be available for inspection in
accordance with the Tennessee Business Corporation Act (the "Act"), beginning
two (2) business days after notice of the meeting is given for which the list
was prepared and continuing through the meeting, at the Corporation's principal
office or at a place identified in the meeting notice in the city where the
meeting will be held. A shareholder or his agent or attorney is entitled on
written demand to inspect and, subject to the requirements of the Act, to copy
the list, during regular business hours and at his expense, during the period it
is available for inspection.

         SECTION 2.9. VOTING GROUPS; QUORUM; ADJOURNMENT. All shares entitled to
vote and be counted together collectively on a matter at a meeting of
shareholders shall be a "voting group". Shares entitled to vote as a separate
voting group may take action on a matter at a meeting only if a quorum of those
shares exists with respect to that matter. Except as otherwise required by the
Act or provided in the Charter, a majority of the votes entitled to be cast on a
matter by a voting group constitutes a quorum of that voting group for action on
that matter. Once a share is represented for any purpose at a meeting, it is
deemed present for quorum purposes for the remainder of the meeting and for any
adjournment of that meeting unless a new record date is or must be set for that
adjourned meeting. If a quorum of a voting group shall 





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not be present or represented at any meeting, the shares entitled to vote
thereat shall have power, by majority vote, to adjourn the meeting to a
different date, time or place without notice other than announcement at the
meeting of the new time, date or place to which the meeting is adjourned. At any
adjourned meeting at which a quorum of any voting group shall be present or
represented, any business may be transacted by such voting group which might
have been transacted at the meeting as originally called.

         SECTION 2.10. PROXIES. At all meetings of shareholders, a shareholder
may vote in person or by proxy executed in writing by such shareholder or his
duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary
of the Corporation or other officer or agent authorized to tabulate votes before
or at the time of the meeting. No proxy shall be valid after eleven (11) months
from its date, unless otherwise provided in the proxy. A proxy is revocable by
the shareholder unless the form of proxy conspicuously states that it is
irrevocable and the proxy is coupled with an interest.

         SECTION 2.11. ACCEPTANCE OF SHAREHOLDER DOCUMENTS. If the name signed
on a shareholder document (a vote, consent, waiver, or proxy appointment)
corresponds to the name of a shareholder, the Corporation, if acting in good
faith, is entitled to accept such shareholder document and give it effect as the
act of the shareholder. If the name signed on such shareholder document does not
correspond to the name of a shareholder, the Corporation, if acting in good
faith, is nevertheless entitled to accept such shareholder document and to give
it effect as the act of the shareholder if:

         (I) the shareholder is an entity and the name signed purports to be
that of an officer or agent of the entity;

         (II) the name signed purports to be that of a fiduciary representing
the shareholder and, if the Corporation requests, evidence of fiduciary status
acceptable to the Corporation has been presented with respect to such
shareholder document;

         (III) the name signed purports to be that of a receiver or trustee in
bankruptcy of the shareholder and, if the Corporation requests, evidence of this
status acceptable to the Corporation has been presented with respect to the
shareholder document;

         (IV) the name signed purports to be that of a pledgee, beneficial owner
or attorney-in-fact of the shareholder and, if the Corporation requests,
evidence acceptable to the Corporation of the signatory's authority to sign for
the 





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shareholder has been presented with respect to such shareholder document; or

         (V) two or more persons are the shareholder as cotenants or fiduciaries
and the name signed purports to be the name of at least one (1) of the co-owners
and the person signing appears to be acting on behalf of all the co-owners.

         The Corporation is entitled to reject a shareholder document if the
Secretary or other officer or agent authorized to tabulate votes, acting in good
faith, has a reasonable basis for doubt about the validity of the signature on
such shareholder document or about the signatory's authority to sign for the
shareholder.

         SECTION 2.12. VOTING OF SHARES.

         (A) SHAREHOLDERS ENTITLED TO VOTE. Unless otherwise provided by the Act
or the Charter, every shareholder of the Corporation shall be entitled, at each
meeting of the shareholders and upon each proposal presented at such meeting, to
one vote for each share registered in his name on the books of the Corporation
on the record date. Shares owned of record or beneficially as fiduciary by a
subsidiary bank of the Corporation shall be entitled to be voted at such
meeting, and shall be voted in accordance with the directions in the instrument
establishing such fiduciary relationship or other governing instrument, or in
the absence of such direction, in accordance with applicable fiduciary
principles, and the Corporation, as such, shall not control the voting of such
shares.

         (B) VOTE REQUIRED. Unless the Act, the Corporation's Charter or these
By-Laws specifically require a greater number of affirmative votes, if a quorum
exists, approval of action on a matter (other than election of directors) by a
voting group entitled to vote thereon is received if the votes cast within the
voting group favoring the action exceeds the votes cast disapproving the action.
Except as otherwise provided in the Charter, directors shall be elected by the
affirmative vote of a plurality of the votes cast by the shares entitled to vote
in the election at a meeting at which a quorum is present. If a shareholder
shall abstain, such shareholder shall be deemed to have not voted. At each
election of directors, every shareholder shall have the right to vote the number
of shares which he is entitled to vote at such meeting for as many persons as
there are directors to be elected at said meeting, but cumulative voting for
nominees shall not be permitted. Except as specified in Article X of the
Corporation's Charter, any Business Combination (as therein defined) shall






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require in addition to any affirmative vote required by the Act an affirmative
vote of (i) seventy-five percent (75%) of the votes entitled to be cast by all
holders of Voting Stock (as defined in such Article X), voting together as a
voting group at a meeting of shareholders called for such purpose, and in
addition thereto, (ii) a majority of the votes entitled to be cast by all
holders of Voting Stock, other than shares of Voting Stock which are
Beneficially Owned (as defined in Article X) by an Interested Shareholder (as
defined in Article X), voting together as a voting group at a meeting of
shareholders called for such purpose.

         SECTION 2.13. ORGANIZATION. At every meeting of shareholders, the Chief
Executive Officer shall preside as Chairman of the meeting and the Secretary or
other officer shall act as secretary. In the Chief Executive Officer's absence,
inability or unwillingness to serve, the Chairman of the Board or the President
(and in his absence, inability or unwillingness to serve, the Vice Chairman of
the Board) shall preside as Chairman of the meeting. A full record of each
meeting shall be made by its secretary and such minutes shall be retained in the
records of the Corporation. At every annual meeting, the Chief Executive
Officer, or other appropriate officer, shall report on the operations of the
Corporation during the preceding year.

         SECTION 2.14. JUDGES OF THE ELECTION. The Board of Directors or the
officer presiding at the annual meeting shall appoint one or more judges of
election as such appointing authority shall deem necessary to assure the proper
holding of the election of directors; and the judge or judges so appointed
shall, after the election has been held, certify the results thereof, giving the
names of directors. In the event the judge or judges of election shall be
appointed by the Board in advance of the annual meeting and shall for any reason
fail or be unable to serve, a substitute judge may be appointed at any time
prior to the election by either the Board or the officer presiding at the annual
meeting.

         SECTION 2.15. CONDUCT OF MEETINGS. Meetings of shareholders generally
shall follow accepted rules of parliamentary procedure subject to the following:

         (A) The chairman of the meeting shall have absolute authority over the
matters of procedure, and there shall be no appeal from the ruling of the
chairman. If, in his absolute discretion, the chairman deems it advisable to
dispense with the rules of parliamentary procedure as to any meeting of
shareholders or part thereof, he shall so state and shall clearly state the
rules under which the meeting or appropriate part thereof shall be conducted.






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         (B) If disorder should arise which prevents the continuation of the
legitimate business of the meeting, the chairman may quit the chair and announce
the adjournment of the meeting; and upon his so doing, the meeting is
immediately adjourned.

         (C) The chairman may ask or require that anyone not a bona fide
shareholder or proxy leave the meeting.

         (D) A resolution or motion shall be considered for vote only if
proposed by a shareholder or a duly authorized proxy and seconded by a
shareholder or duly authorized proxy other than the individual who proposed the
resolution or motion.

         (E) Except as the chairman may permit, no matter shall be presented to
the meeting which has not been submitted for inclusion in the agenda at least
thirty (30) days prior to the meeting.

         SECTION 2.16. ACTION ON WRITTEN CONSENT OF SHAREHOLDERS. Action
required or permitted by the Act to be taken at a shareholders' meeting may be
taken without a meeting. If all shareholders entitled to vote on the action
consent to taking such action without a meeting, the affirmative vote of the
number of shares that would be necessary to authorize or take such action at a
meeting is the act of the shareholders.

         The action must be evidenced by one (1) or more written consents
describing the action taken, at least one of which is signed by each shareholder
entitled to vote on the action in one (1) or more counterparts, indicating such
signing shareholder's vote or abstention on the action and delivered to the
Corporation for inclusion in the minutes or for filing with the corporate
records.

         If the Act or the Charter requires that notice of a proposed action be
given to nonvoting shareholders and the action is to be taken by consent of the
voting shareholders, then the Corporation shall give its nonvoting shareholders
written notice of the proposed action at least ten (10) days before such action
is taken. Such notice shall contain or be accompanied by the same material that
would have been required to be sent to nonvoting shareholders in a notice of a
meeting at which the proposed action would have been submitted to the
shareholders for action.





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                                   ARTICLE III
                               BOARD OF DIRECTORS

         SECTION 3.1. GENERAL POWERS. All corporate powers shall be exercised by
or under the authority of and the business and affairs of the Corporation shall
be managed under the direction of the Board of Directors.

         SECTION 3.2. NUMBER, ELECTION AND TENURE OF DIRECTORS. The Board shall
consist of not less than nine (9) nor more than twenty-seven (27), the exact
number within such minimum and maximum to be fixed and determined from time to
time by resolution of a majority of the Board or by resolution of the
shareholders at any meeting thereof. The directors shall be divided into three
classes as equal in number as practicable. At each annual meeting of
shareholders following the initial classification and election, directors
elected to succeed those directors whose terms expire shall be elected for a
three-year term of office. Each director shall hold office for the term for
which the person was elected and until his successor has been elected and
qualified. No decrease in the number of authorized directors constituting the
entire Board of Directors shall shorten the term of any incumbent director.

         SECTION 3.3. VACANCIES. Unless the Charter otherwise provides, newly
created directorships resulting from any increase in the authorized number of
directors, or any vacancies in the Board of Directors resulting from death,
resignation, retirement, disqualification or removal (with or without cause)
shall be filled only by a majority vote of the directors then in office, though
less than a quorum, and each director so chosen shall hold office for the
unexpired term of his or her predecessor, or, if there is no such predecessor,
until the next annual meeting of shareholders. No decrease in the number of
authorized directors constituting the entire Board of Directors shall shorten
the term of any incumbent director. If the vacant office was held by a director
elected by a voting group of shareholders, only the holders of shares of that
voting group shall be entitled to vote to fill the vacancy if it is filled by
the shareholders.

         SECTION 3.4. REMOVAL OF DIRECTORS. At a meeting of shareholders called
expressly for that purpose, any director may be removed, but only for cause as
defined by the laws of Tennessee, by the affirmative vote of the shareholders
holding seventy-five percent (75%) of the shares entitled to vote at such
meeting. If any voting group (other than shares of common stock) is entitled to
elect one or more directors, the provisions of the foregoing sentence shall not
apply in respect of the removal of the director or directors so elected, and the
vote of the holders of that voting group and the rights of the holders of such
shares shall be as set forth in the Charter.




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         SECTION 3.5. REGULAR MEETINGS. A regular meeting of the Board shall be
held immediately after the annual meeting of shareholders. A majority of the
entire Board may provide, by resolution, the time and place for the holding of
additional regular meetings. Such regular meetings may be held without notice of
the time, place and purpose thereof.

         SECTION 3.6. SPECIAL MEETINGS. Special meetings of the Board may be
called by the Chairman of the Board, the Vice Chairman of the Board, the
President or any three directors. Notice of the time and place of each special
meeting shall be given to each director at either his business or residence
address, as shown by the records of the Secretary, at least forty-eight (48)
hours previously thereto if mailed and twelve (12) hours previously thereto if
delivered or given by telegram or telephone. If mailed, such notice shall be
deemed to be delivered when deposited in the United States mail so addressed,
with postage prepaid thereon. If notice be given by telegram, such notice shall
be deemed to be delivered when the telegram, so addressed, is delivered to the
telegraph company. Any directors may waive notice of any meeting before, at or
after such meeting, and except as provided in the next sentence, the waiver must
be in writing, signed by the director and filed with the minutes or corporate
records. The attendance of a director at a meeting shall constitute a waiver of
notice of such meeting except where a director attends for the express purpose
of objecting to the transaction of business thereat on the ground that the
meeting is not lawfully called or convened.

         SECTION 3.7. QUORUM. A majority of the entire Board shall constitute a
quorum at any meeting; but a less number may adjourn any meeting from time to
time, and the meeting may be held, as adjourned, without further notice. Subject
to the rights of the holders of any series of Preferred Stock then outstanding,
newly created directorships resulting from any increase in the authorized number
of directors, or any vacancies in the Board of Directors resulting from death,
resignation, retirement, disqualification, removal from office or other cause,
shall be filled only by a majority vote of the directors then in office, though
less than a quorum, and each director so chosen shall hold office for the
unexpired term of his or her predecessor, or if there is no predecessor, until
the next annual meeting of shareholders.

         SECTION 3.8. MANNER OF ACTING. The act of the majority of the directors
present at a meeting at which a quorum is present shall, unless the Charter or
these By-Laws require the vote of a greater (or different) number of directors,
be the act of the Board. Directors may participate in any meetings, or the
meeting may be conducted by means of communications equipment whereby all
persons participating can simultaneously hear each other. A director






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participating in a meeting by this means is deemed to be present in person at
the meeting. Any action required or permitted by the Act to be taken at a Board
of Directors' meeting 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
is the act of the Board of Directors. Such action must be evidenced by one or
more written consents describing the action taken, at least one of which is
signed by each director, indicating the director's vote or abstention on the
action, which consents shall be included in the minutes or filed with the
corporate records reflecting the action taken. Action taken by consent is
effective when the last director signs the consent, unless the consent specifies
a different effective date.

         SECTION 3.9. COMPENSATION. Directors and members of any committee
created by the Board of Directors shall be entitled to such reasonable
compensation for their services as directors and members of such committee as
shall be fixed from time to time by the Board, and shall also be entitled to
reimbursement for any reasonable expenses incurred in attending meetings of the
Board or of any such committee meetings. Any director receiving such
compensation shall not be barred from serving the Corporation in any other
capacity and receiving reasonable compensation for such other services;
provided, however, that no director who is also an officer (other than are
holding an honorary position) shall be compensated for service as a director.

         SECTION 3.10. PRESUMPTION OF ASSENT. A director of the Corporation who
is present at a meeting of the Board at which action on any Corporation matter
is taken shall be presumed to have assented to the action taken unless his
dissent shall be entered in the minutes of the meeting, or unless:

         (I) he objects at the beginning of the meeting (or promptly upon his
arrival) to holding the meeting or transacting business at the meeting;

         (II) his dissent or abstention from the action taken is entered in the
minutes of the meeting; or

         (III) he delivers written notice of his dissent or abstention to the
presiding officer of the meeting before its adjournment or to the Corporation
immediately after adjournment of the meeting. The right of dissent or abstention
is not available to a director who votes in favor of the action taken.

         SECTION 3.11. DIRECTOR AGE QUALIFICATION. No person shall be elected or
re-elected a director of the Corporation after attaining age 70; provided,






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however, if deemed by the Board to be in the best interest of the Corporation, a
person may be elected or re-elected for a single term after attaining age 70;
and provided further, a person who owns, directly or indirectly, in excess of 1%
of the issued and outstanding shares of the Corporation may be re-elected
without regard to age.

                                   ARTICLE IV
                                   COMMITTEES

         SECTION 4.1. EXECUTIVE COMMITTEE. There may be an Executive Committee
of the Board consisting of the Chief Executive Officer (or in his absence the
President or Chairman of the Board) and not less than three other Directors who
shall be elected by the Board. Except as set forth below, the Executive
Committee shall have all the powers of the Board in the management and conduct
of the business and affairs of the Corporation in the intervals between meetings
of the Board, and shall report its actions to the Board at its regular meetings.
The Executive Committee may not:
         a.       Except according to a formula or method prescribed by the
                  Board, authorize dividends (in cash, debt or property other
                  than shares of the Corporation) purchases, redemptions or
                  other acquisitions of shares of the Corporation or the
                  incurrence of indebtedness (directly or indirectly, including
                  through a guaranty) by the Corporation to or for the benefit
                  of its shareholders in respect of any of its shares;
         b.       Approve or propose to shareholders action that the Act
                  requires be approved by shareholders;
         c.       Fill vacancies on the Board or any of its Committees;
         d.       Amend the Charter pursuant to T.C.A. ss. 48-20-102;
         e.       Adopt, amend or repeal these bylaws;
         f.       Approve a plan of merger not requiring shareholder approval;
         g.       Authorize or approve reacquisition of shares, except according
                  to a formula or method prescribed by the Board; or
         h.       Authorize or approve the issuance or sale or contract for sale
                  of shares, or determine the designation and relative rights,
                  preferences and limitations of a class or series of shares,
                  except that the Board may authorize the Executive Committee
                  (or any senior executive officer of the Corporation) to do so
                  within limits specifically prescribed by the Board of
                  Directors.

         Vacancies in the membership of the Executive Committee may be filled at
any meeting of the Board. Meetings of the Executive Committee shall be 





                                       13
<PAGE>   14

held subject to call by the Chairman of the Committee or the Chief Executive
Officer.

         SECTION 4.2. AUDIT COMMITTEE. There shall be an Audit Committee
composed of at least three directors elected by the Board, none of whom shall be
officers employed on a regular full-time basis by the Corporation or any of its
affiliates. The Board shall appoint from among the members of the committee a
chairman thereof, who shall preside at meetings of the committee and shall
direct its work.

         The Audit Committee shall determine that the affairs and operations of
the Corporation and its affiliates are subject to appropriate audits and control
procedures, shall report regularly to the Board, at least annually, in
connection with the activities, findings and reports of both internal and
independent audits of the Corporation and its affiliates, and shall provide
guidance and assistance to such auditors, as appropriate under the
circumstances, including providing that such auditors shall exercise their
function independently of management, wherever appropriate. If requested to do
so by the Board or the Executive Committee, the Audit Committee shall review any
transaction with the Corporation in which a director or officer of the
Corporation has a direct or indirect interest.

         SECTION 4.3. HUMAN RESOURCES COMMITTEE. There may be a Human Resources
Committee composed of at least three directors elected by the Board, at least
two of whom shall not be employed on a regular full-time basis by the
Corporation or any of its affiliates. The Board shall appoint from among the
members of the committee a chairman thereof, who shall preside at meetings of
the committee and shall direct its work.

         The Committee shall exercise general oversight over all personnel
practices and procedures for all officers and employees of the Corporation and
all its affiliates, including but not limited to all benefit programs, and to
act on behalf of the Board with regard to salary administration. The committee
shall review all actions of management as to the aggregate expenditures for
salaries and shall review specific salaries of all officers of the Corporation
and employees of the Corporation whose current salaries exceed such amount per
year as shall be determined from time to time by the committee or whose salary
would exceed such amount per year if the recommended increase were granted.
Salaries of officers of the Corporation who are also Directors of the
Corporation shall be recommended by the Human Resources Committee for approval
by the full Board of Directors. The committee shall serve as the administrative
committee for the Corporation's FIRST Plan, the Star Award Plan 





                                       14
<PAGE>   15

and the KEEP plan and shall perform such other functions as may be assigned to
it by the Board.

         SECTION 4.4. COMMUNITY AFFAIRS COMMITTEE. There shall be a Community
Affairs Committee composed of at least three Directors elected by the Board, at
least two of whom shall not be employed on a regular full-time basis by the
Corporation or any of its affiliates. The Community Affairs Committee shall be a
joint committee of the Corporation and the Bank and shall serve both. The Board
shall appoint from among the members of the Committee a chairman thereof, who
shall preside at meetings of the Committee and shall direct its work.

         It shall be the duty of the Committee to advise and counsel management
in matters of community development, contributions, image issues, government
affairs, market effectiveness, and compliance with the Community Reinvestment
Act, Fair Lending and other laws or regulations of a similar purpose; and to
perform such other functions as may be assigned to it by the Board.

         SECTION 4.5. DEVELOPMENT COMMITTEE. There shall be a Development
Committee of the Board consisting of not less than three directors elected by
the Board. The Board shall appoint from among the members of the Committee a
Chairman thereof, who shall preside at meetings of the Committee and shall
direct its work.

         It shall be the duty of the Committee to oversee and to advise and
counsel management as to the investigation, development and implementation of
non-traditional banking products or services offered through the Corporation or
its affiliates. The Committee shall also provide general oversight to First
American National Bank's corporate and personal trust services as well as
services offered incidentally thereto, such as investment management. The
Committee shall also review preliminary reports and recommendations concerning
strategic growth through mergers and acquisitions. The Committee shall ensure
that all such activities are undertaken and conducted in accordance with
applicable laws and regulations, corporate policy and sound financial planning.
The Committee shall also perform such other functions as may be assigned to it
by the Board.

         SECTION 4.6. ASSET POLICY COMMITTEE. There shall be an Asset Policy
Committee composed of not less than five directors elected by the Board, at
least four of whom shall not be employed on a regular full-time basis by the
Corporation or any of its affiliates. The Board shall appoint from among the
members of the Committee a Chairman thereof, who shall preside at meetings of
the Committee and shall direct its work.






                                       15
<PAGE>   16

         The Committee shall have responsibility for all credit related matters,
including approval of credit policies and procedures, monitoring the loan
portfolio, review of significant transactions, review of credit examinations,
compliance with regulatory requirements and applicable laws and regulations,
review of internal and external audits, review of the allowance for loan losses,
and review of regulatory examinations. The Asset Policy Committee shall also
regularly review asset/liability policies and procedures, asset quality reports,
and the policies and procedures of the Capital Markets Group. The Asset Policy
Committee shall perform such other duties as may be assigned to it from time to
time by the Board.

         SECTION 4.7. THE COMMITTEE ON DIRECTORS. There may be a Committee on
Directors composed of at least three directors elected by the Board, none of
whom shall be officers employed on a regular full-time basis by the Corporation
or any of its affiliates. The Board shall appoint from among the members of the
committee a Chairman thereof, who shall preside at meetings of the committee and
shall direct its work.

         The Committee on Directors shall establish criteria for the evaluation
of members of the board, shall evaluate members of the Board and recommend to
the Board of Directors whether those members should be re-elected. The committee
shall evaluate the size and composition of the Board and shall establish
criteria for director nomination. They shall identify and recommend to the Board
of Directors nominees for membership on the Board. In keeping with all of the
foregoing, the Committee on Directors shall administer the Corporate Governance
Program of the Corporation, as may be approved from time to time by the
Directors.

         The Committee may receive recommendations for membership on the Board
submitted by shareholders of the Corporation if written notice of the
recommendation is submitted to the Chief Executive Officer of the corporation
within 60 days prior to the meeting of the committee. Such written notice shall
contain the following information to the extent known by the nominating
shareholder: the name and address of each proposed nominee; the principal
occupation of each proposed nominee; the name and residential address of the
notifying shareholder; and the number of shares owned by the notifying
shareholder.

         SECTION 4.8. OTHER COMMITTEES. The Board may create such other
committees as it may determine will be helpful in discharging its
responsibilities for the management and administration of the Corporation. Each
committee shall perform such functions as may be assigned to it by the Board.
All 





                                       16
<PAGE>   17

members of committees of the Board which exercise powers of the Board must be
members of, and serve at the pleasure of, the Board.

         SECTION 4.9. COMPENSATION. The chairman and members of all committees
(except those who are also officers of the Corporation or any subsidiary of the
Corporation) shall receive such compensation for their services as may be fixed
by the Board.

         SECTION 4.10. MEETINGS. Regular meetings of any standing or special
committee may be held without call or notice at such times and places as such
committee from time to time may fix. Other meetings of any such committee may be
called by the Chairman of the Board, the Vice Chairman of the Board, the
President, the chairman of such committee, or any two members of such committee,
upon giving notice of the time and place of each such meeting to each member at
either his business or residence address, as shown by the records of the
Secretary, at least forty-eight (48) hours previously thereto if mailed, and
twelve (12) hours previously thereto if delivered in person, or given orally, or
by telephone or by telegraph. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail, so addressed, with postage
prepaid thereon. If notice be given by telegram, such notice shall be deemed to
be delivered when the telegram, so addressed, is delivered to the telegraph
company. Any member may waive notice of any meeting before, at or after such
meeting and except as provided in the next sentence, the waiver must be in
writing, signed by the director and filed with the minutes or corporate records.
The attendance of a member at a meeting shall constitute a waiver of notice of
such meeting except where a member attends for the express purpose of objecting
to the transaction of business thereat on the grounds that the meeting is not
lawfully called or convened.

         SECTION 4.11. QUORUM. At any meeting of any standing or special
committee, a majority of the members shall constitute a quorum and any action of
such committee to be effective must be authorized by the affirmative vote of a
majority of the members thereof present at the meeting.

         SECTION 4.12. MANNER OF ACTING. Committees are authorized to act in any
manner by which the Board is authorized to act as provided in Section 3.8 of
these By-Laws.






                                       17
<PAGE>   18

                                    ARTICLE V
                             OFFICERS AND EMPLOYEES

         SECTION 5.1. NUMBER. The officers of the Corporation shall be a
Chairman of the Board, a Vice Chairman of the Board, a President, one or more
Vice Presidents, a Secretary, a Treasurer, and such other officers, with such
titles and descriptions, as the Board, the Human Resources Committee, or the
Chief Executive Officer, from time to time, may deem appropriate. The Chairman
of the Board, the Vice Chairman of the Board and the President shall be members
of the Board. Any two or more offices may be held by the same person except the
offices of the President and the Secretary may not be combined.

         SECTION 5.2. APPOINTMENT AND TERM OF OFFICE. The officers of the
Corporation shall be appointed annually by the Board at its first meeting held
after the annual meeting of shareholders, or as soon thereafter as is
convenient. Each officer shall serve at the pleasure of the Board of Directors
until his successor shall have been duly appointed or until his death,
resignation or removal.

         SECTION 5.3. REMOVAL. Any officer or agent elected or appointed by the
Board may be removed by the Board at any time, with or without cause, but such
removal shall be without prejudice to the contract rights, if any, of the person
so removed. Appointment of an officer or agent shall not of itself create
contract rights.

         SECTION 5.4. VACANCIES. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise may be filled by the Board
or the Human Resources Committee for the unexpired portion of the term.

         SECTION 5.5. CHAIRMAN OF THE BOARD AND/OR EXECUTIVE COMMITTEE. The
Board may elect one of its members, who may be the same person, to be Chairman
of the Board and/or Chairman of the Executive Committee. He shall preside at all
meetings of the Board and/or the Executive Committee and shall perform such
duties and exercise such powers as reasonably may be assigned by the Board. In
the absence of the Chairman, the Chief Executive Officer shall preside at
meetings of the Board or the Executive Committee.

         SECTION 5.6. VICE CHAIRMAN. The Board may elect one or more Vice
Chairmen, who need not be Board members, with such duties and powers as may be
assigned by the Board, the Chairman of the Board or the Chief Executive Officer.

         SECTION 5.7. PRESIDENT. The Board shall elect one of its members to be
President. The President shall have such powers and duties as may be 




                                       18
<PAGE>   19

assigned to him by the Board or the Chief Executive Officer of the Corporation.
In the absence of the Chairman of the Board, the President shall preside at
meetings of the Board. In the absence of the Chairman of the Executive
Committee, the President shall preside at meetings of the Committee. In the
absence of the President, or upon his inability to act, or if said office shall
become vacant, his duties shall be performed by such person or persons as shall
be so designated by the Board. He shall perform such other duties as the Board
of Directors may prescribe.

         SECTION 5.8 CHIEF EXECUTIVE OFFICER. The Board shall elect one of its
members to be Chief Executive Officer. He may exercise all of the powers
customarily exercised by the chief executive officer of a corporation and shall
have general supervision of all policies and operations of the Corporation. All
officers of the Corporation shall report to him to the extent he may at any time
require.

         SECTION 5.9. EXECUTIVE AND SENIOR VICE PRESIDENTS. The Board or the
Human Resources Committee shall appoint one or more Executive or Senior Vice
Presidents, except that those designated as Regulation O executive officers
based upon their roles in First American Corporation or First American National
Bank shall be appointed solely by the Board. Each Executive or Senior Vice
President shall have such powers and duties as may be assigned to him by the
Board, the Human Resources Committee, or the Chief Executive Officer of the
Corporation.

         SECTION 5.10. SECRETARY. The Secretary of the Corporation shall be
exofficio Secretary of the Board, the Executive Committee, and of all other
standing committees of the Board (unless another person is so designated by such
committee). He shall keep the minutes of all meetings of the shareholders, the
Board, the Executive Committee, and when required, of all other standing
committees and meetings of which he shall be assigned secretary; and attend to
serving and giving all notices of the Corporation. He shall have charge of the
corporate seal, the stock certificate records and such other books, records, and
papers as the Board and the Executive Committee may direct; keep a stock record
containing the names of all persons who are shareholders of the Corporation,
showing their place of residence, the number of shares of stock held by them
respectively; the dates they became owners thereof; and shall perform such other
duties as may be incident to his office or as prescribed by the Board or the
Chief Executive Officer. If the Board so prescribes, the stock records may be
kept by a stock transfer agent selected by the Board.






                                       19
<PAGE>   20

         SECTION 5.11. TREASURER. The Treasurer shall keep or cause to be kept
full and accurate accounts of all receipts and disbursements in books belonging
to the Corporation, and shall have the care and custody of all funds and
securities of the Corporation and he shall disburse the funds of the Corporation
as required in the ordinary course of business or as may be ordered by the
Board, the Executive Committee, or the Chief Executive Officer. He shall perform
such other duties as may be incident to his office or as prescribed by the Board
or the Chief Executive Officer.

         SECTION 5.12. VICE PRESIDENTS AND OTHER OFFICERS. The Board, the Human
Resources Committee, the Chief Executive Officer or the President may elect or
appoint Vice Presidents and such other officers and attorneys-in-fact, not
specifically provided for by these By-Laws, with such titles and descriptions,
as from time to time may appear to the Board, the Human Resources Committee, the
Chief Executive Officer or the President to be required or desirable to transact
the business of the Corporation. Such officers shall respectively exercise such
powers and perform such duties as pertain to their several offices, or as may be
conferred upon, or assigned to them by the Board, the Human Resources Committee,
the Chief Executive Officer or the President of the Corporation.

         SECTION 5.13. DELEGATION. In case of the absence of any officer of the
Corporation, or for any other reason that the Board may deem sufficient, the
Board may delegate for the time being the powers or duties, or any of them, of
such officers to any other officer, or to any Director, provided a majority of
the entire Board concur therein.

         SECTION 5.14. RETIREMENT OF OFFICERS AND EMPLOYEES. Any officer or
salaried employee of the Corporation shall retire at the end of the month in
which he reaches age sixty-five (65) or, if mandatory retirement at such age
shall be prohibited by law, at such next older age as shall be legally
permissible. Provided, however, that the Board by specific action may delay for
not more than (1) year beyond the mandatory retirement age set forth in the
preceding sentence, the retirement of any officer or salaried employee who is
performing such services for the Corporation that continuation in active
employment is deemed by the Board to be in the best interest of the Corporation.
Provided, further, that if deemed in the best interest of the Corporation, the
Board, by specific action and as an alternative to extension of the retirement
age of such officer or salaried employee, may employ him in a consulting
capacity beyond his mandatory retirement age.






                                       20
<PAGE>   21

                                   ARTICLE VI
              INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES

         SECTION 6.1. APPLICATION. Unless contrary to court order, the
Corporation shall indemnify any person who was or is a party or who is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding or investigation, whether civil, criminal or administrative
by reason of the fact that he is or was a director (or counsel to the Board)
advisory director or officer of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, trustee or agent of another
corporation, partnership, joint venture, trust or other enterprise, and in each
case, the heirs, executors or administrators of any such person (all such
persons, heirs, executors or administrators being referred to hereafter as
"Official") against judgments, fines, amounts paid in settlement and reasonable
expenses, including attorney fees actually and reasonably incurred as a result
of such proceeding, including any appeal therein, provided he acted in good
faith and in a manner which he reasonably believed to be in, or not opposed to,
the best interest of the Corporation and with respect to any criminal
proceeding, had no reasonable cause to believe that his conduct was unlawful.
The termination of any action, suit or proceeding by judgment, order,
settlement, conviction or upon a plea of nolo contendere or its equivalent,
shall not of itself, create a presumption that the person did not act in good
faith and in a manner which he reasonably believed to be in or not opposed to
the best interests of the Corporation, and, with respect to any general
proceeding, that he had reasonable cause to believe his conduct was unlawful.

         SECTION 6.2. WILLFUL MISCONDUCT. No indemnification shall be made to or
on behalf of any Official:

         (A)      if a judgment or other final adjudication adverse to the
                  Official establishes his liability for intentional misconduct
                  or knowing violation of the law or under T.C.A. ss. 48-18-304 
                  for unlawful distributions;

         (B)      if a judgment or other final adjudication adverse to the
                  Official for breach of the Official's duty of loyalty to the
                  Corporation is based upon such Official gaining in fact
                  personal profit or advantage to which he was not entitled;

         (C)      in a proceeding by or in the right of the Corporation (i) for
                  any amounts if the Official is adjudged liable to the
                  Corporation, or (ii) for any amounts paid to the Corporation
                  in settlement of such a proceeding by such Official; or






                                       21
<PAGE>   22

         (D)      in a proceeding by the Corporation directly (and not
                  derivatively) for expenses, unless such proceeding shall be
                  brought after a change in control of the Corporation.

         SECTION 6.3. DETERMINATION OF NO INDEMNIFICATION. Unless contrary to
court order, the Corporation shall provide the indemnification pursuant to
Section 6.1, unless a determination that the Official did not meet the standard
of conduct therein specified is reasonably and promptly made:

         (A)      by the Board of Directors acting by a quorum consisting of
                  disinterested directors,

         (B)      by independent legal counsel if such a quorum is not
                  obtainable, or even if obtainable the majority of a quorum of
                  disinterested directors so directs; or

         (C)      by the shareholders.

         SECTION 6.4. INDEMNIFICATION AGAINST EXPENSES OF SUCCESSFUL PARTY.
Except in the case of a proceeding brought by the Corporation directly (and not
derivatively) which does not follow a change in control of the Corporation, to
the extent that an Official has been successful on the merits or otherwise,
including the dismissal of an action without prejudice or the settlement of an
action without admission of liability, in defense of any proceeding or in
defense of any claim, issue or matter therein, such Official shall be
indemnified against all expenses incurred in connection therewith.

         SECTION 6.5. ADVANCES OF EXPENSES. Except as limited by Section 6.6 of
this Article, expenses reasonably incurred in any action, suit, proceeding or
investigation (other than an action, suit or proceeding brought by the
Corporation directly (and not derivatively) which does not follow a change in
control of the Corporation) shall be paid by the Corporation in advance of the
final disposition of such matter, if the Official shall undertake to repay such
amount in the event that it is ultimately determined, as provided herein, that
such person is not entitled to indemnification. Notwithstanding the foregoing,
no advance shall be made by the Corporation if a determination is reasonably and
promptly made by the board of directors by a majority vote of a quorum of
disinterested directors, or (if such a quorum is not obtainable, and a majority
of disinterested directors so directs) by independent legal counsel in a written
opinion, that based upon the facts known to the board or counsel at the time
such determination is made, the Official acted in bad faith, or in a manner that






                                       22
<PAGE>   23

the Official did not believe to be in or not opposed to the best interest of the
Corporation, or, with respect to any criminal proceeding, that the Official
believed or had reasonable cause to believe his conduct was unlawful. In no
event shall any advance be made in instances where the board or independent
legal counsel reasonably determines that the Official deliberately breached his
duty to the Corporation or its shareholders.

         SECTION 6.6. RIGHT OF OFFICIAL TO INDEMNIFICATION UPON APPLICATION;
PROCEDURE UPON APPLICATION. Any indemnification under Sections 6.1, 6.3 or 6.4,
or advance under Section 6.5 of this Article, shall be made promptly, and in any
event within ninety (90) days, upon the written request of the Official, unless
with respect to applications under Sections 6.1, 6.3, 6.4, or 6.5, a
determination is reasonably and promptly made by the Board of Directors by a
majority vote of a quorum of disinterested directors that such Official acted in
a manner set forth in such Sections as to justify the Corporation's not
indemnifying or making an advance to the Official. In the event no quorum of
disinterested directors is obtainable, the board of directors shall promptly
direct that independent legal counsel shall decide whether the Official acted in
the manner set forth in such Sections as to justify the Corporation's not
indemnifying or making an advance to the Official. The right to indemnification
or advances as granted by this Article shall be enforceable by the Official in
any court of competent jurisdiction, if the board or independent legal counsel
denies the claim, in whole or in part, or if no disposition of such claim is
made within ninety days. The Official's expenses incurred in connection with
successfully establishing his right to indemnification, in whole or in part, in
any such proceeding shall also be indemnified by the Corporation.

         SECTION 6.7. OTHER RIGHTS AND REMEDIES. It is the intent of this
Article to grant to Officials the broadest indemnity rights legally permissable.
Therefore the provisions of this Article shall be deemed additional and
supplemental to but not in limitation of any other rights to which an Official
seeking indemnification may be entitled under the common law, any statute,
provision of the charter, these Bylaws, agreement, insurance policy, resolution
adopted by stockholders or directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be an Official and
shall inure to the benefit of the heirs, executors and administrators of such a
person. All rights to indemnification under this Article shall be deemed to be
provided by a contract between the Corporation and the Official who serves in
such capacity at any time while these bylaws and other relevant provisions of
the 





                                       23
<PAGE>   24

Act and other applicable law, if any, are in effect. Any repeal or modification
thereof shall not affect any rights or obligations then existing.

         SECTION 6.8. CONSTITUENT CORPORATIONS. For the purposes of this
Article, references to "the Corporation" include all constituent corporations
absorbed in a consolidation or merger as well as the resulting or surviving
corporation, so that any person who is or was a director, officer, trustee or
agent of such a constituent corporation or is or was serving at the request of
such constituent corporation as a director, officer, trustee or agent of another
corporation, partnership, joint venture, trust or other enterprise shall stand
in the same position under the provisions of this Article with respect to the
resulting or surviving corporation as he would if he had served the resulting or
surviving corporation in the same capacity.

         SECTION 6.9. OTHER ENTERPRISES, FINES, AND SERVING AT CORPORATION'S
REQUEST. For purposes of this Article, references to "other enterprises" in
Section 1 and 9 shall include employee benefit plans; references to "fines"
shall include any excise taxes assessed on a person with respect to any employee
benefit plan; and references to "serving at the request of the Corporation"
shall include any service as a director, advisory director, officer, trustee or
agent of the Corporation which imposes duties on, or involves services by, such
director, advisory director, officer or agent with respect to any employee
benefit plan, its participants, or beneficiaries; and a person who acted in good
faith and in a manner he reasonably believed to be in the interest of the
participants and beneficiaries of any employee benefit plan shall be deemed to
have acted in a manner "not opposed to the best interests of the Corporation" as
referred to in this Article.

         SECTION 6.10. INDEMNIFICATION OF EMPLOYEES AND AGENTS. The Corporation
may indemnify and advance expenses to any employee or agent of the Corporation
who is not a director or officer (and his heirs, executors and administrators)
to the same extent as to a director or officer, if the Board of Directors
determines that to do so is in the best interests of the Corporation.

         SECTION 6.11. SAVINGS CLAUSE. If this Article or any portion thereof
shall be invalidated on any ground by any court of competent jurisdiction, then
the Corporation shall nevertheless indemnify each Official as to expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
with respect to any action, suit, proceeding or investigation, whether civil,
criminal or administrative, and whether internal or external, including a grand
jury proceeding and an action or suit brought by or in the right of the
Corporation, 





                                       24
<PAGE>   25

to the full extent permitted by any applicable portion of this Article that
shall not have been invalidated, or by any other applicable law.

         SECTION 6.12. INSURANCE. The Corporation may purchase insurance
coverage for the purpose of indemnifying the Corporation and its subsidiaries
and the directors, officers, and employees of the Corporation and its
subsidiaries. Said insurance shall be for such coverage, (whether or not broader
than the permissable indemnity provided in this Article) and in such amounts as
may be approved by the Board from time to time.

                                   ARTICLE VII
          CONTRACTS, AND OTHER INSTRUMENTS, LOANS, CHECKS AND DEPOSITS

         SECTION 7.1. CONTRACTS AND OTHER INSTRUMENTS; VOTING SECURITIES HELD BY
THE CORPORATION. The Chairman of the Board, the Vice Chairman of the Board, the
President, any Executive Vice President, any Senior Vice President or any Vice
President may execute, sign, acknowledge, verify, deliver or accept on behalf of
the Corporation, all contracts, agreements, transfers, certificates,
declarations, receipts, discharges, releases, satisfactions, settlements,
petitions, schedules, accounts, affidavits, bonds, undertaking and other
instruments on behalf of and in the name of the Corporation and any such
instrument so signed may be attested and the corporate seal affixed by the
Secretary or an Assistant Secretary. The Board may authorize any other officer
or officers, agent or agents to enter into any contract or execute any
instrument in the name of and on behalf of the Corporation, and such authority
may be general or confined to specific instances. Unless otherwise required by
the Board of Directors, the Chairman of the Board, Vice Chairman of the Board or
the President shall have full power and authority on behalf of the Corporation
to attend any meeting of security holders, or to take action on written consent
as a security holder, of other corporations in which the Corporation may hold
securities. In connection therewith the Chairman of the Board, Vice Chairman of
the Board or the President shall possess and may exercise any and all rights and
powers incident to the ownership of such securities which the Corporation
possesses. The Board of Directors may, from time to time, confer like powers
upon any other person or persons.

         SECTION 7.2. LOANS. No loans shall be contracted on behalf of the
Corporation and no evidence of indebtedness shall be issued in its name unless
authorized by the Chief Executive Officer or the Board. Such authority may be
general or confined to specific instances.






                                       25
<PAGE>   26

         SECTION 7.3. CHECKS, DRAFTS, ETC. All checks, drafts, bills of exchange
and other negotiable instruments of the Corporation shall be signed by either
the Chairman of the Board, the Vice Chairman of the Board, the President, or, by
such other officer or agent of the Corporation as may be authorized so to do by
the Board. Such authority may be general or confined to specific business, and,
if so directed by the Board, the signatures of two or more such officers may be
required.

         SECTION 7.4. DEPOSITS. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the Corporation
in such banks or other depositories as the Board may authorize.





                                       26
<PAGE>   27



                                  ARTICLE VIII
                   CERTIFICATES FOR SHARES AND THEIR TRANSFER

         SECTION 8.1. SHARES WITH OR WITHOUT CERTIFICATES. The Board of
Directors may authorize that some or all of the shares of any or all of the
Corporation's classes or series of stock be evidenced by a certificate or
certificates of stock. The Board of Directors may also authorize the issue of
some or all of the shares of any or all of the Corporation's classes or series
of stock without certificates. The rights and obligations of shareholders with
the same class and/or series of stock shall be identical whether or not their
shares are represented by certificates.

         (A) SHARES WITH CERTIFICATES. If the Board of Directors chooses to
issue shares of stock evidenced by a certificate or certificates, each
individual certificate shall include the following on its face: (i) the
Corporation's name, (ii) the fact that the Corporation is organized under the
laws of the State of Tennessee, (iii) the name of the person to whom the
certificate is issued, (iv) the number of shares represented thereby, (v) the
class of shares and the designation of the series, if any, which the certificate
represents, and (vi) such other information as applicable law may require or as
may be lawful.

         If the Corporation is authorized to issue different classes of shares
or different series within a class, the designations, relative rights,
preferences and limitations determined for each series (and the authority of the
Board of Directors to determine variations for future series) shall be
summarized on the front or back of each certificate. Alternatively, each
certificate shall state on its front or back that the Corporation will furnish
the shareholder this information in writing, without charge, upon request.

         Each certificate of stock issued by the Corporation shall be signed
(either manually or if countersigned by a transfer agent or registered by a
registrar in facsimile) by the Chairman of the Board, the Vice Chairman of the
Board or the President, and by the Secretary, an Assistant Secretary, the
Treasurer or an Assistant Treasurer or any other officer authorized by the
Board. If the person who signed or whose facsimile signature has been placed
upon a certificate no longer holds office when the certificate is issued, the
certificate is nonetheless valid.

         (B) SHARES WITHOUT CERTIFICATES. If the Board of Directors chooses to
issue shares of stock without certificates, the Corporation, if required by the
Act, shall, within a reasonable time after the issue or transfer of shares
without 





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certificates, send the shareholder a written statement of the information
required on certificates by Section 6.1(a) of these Bylaws and any other
information required by the Act.

         8.2 SUBSCRIPTIONS FOR SHARES. Subscriptions for shares of the
Corporation shall be valid only if they are in writing. Unless the subscription
agreement provides otherwise, subscriptions for shares, regardless of the time
when they are made, shall be paid in full at such time, or in such installments
and at such periods, as shall be determined by the Board of Directors. All calls
for payment on subscriptions shall be uniform as to all shares of the same class
or of the same series, unless the subscription agreement specifies otherwise.

         8.3 TRANSFERS. Transfers of shares of the capital stock of the
Corporation shall be made only on the books of the Corporation by (i) the holder
of record thereof, (ii) by his legal representative, who, upon request of the
Corporation, shall furnish proper evidence of authority to transfer, or (iii)
his attorney, authorized by a power of attorney duly executed and filed with the
Secretary of the Corporation or a duly appointed transfer agent. Such transfers
shall be made only upon surrender, if applicable, of the certificate or
certificates for such shares properly endorsed and with all taxes thereon paid.

         SECTION 8.4. LOST, DESTROYED OR STOLEN CERTIFICATES. No certificate for
shares of stock of the Corporation shall be issued in place of any certificate
alleged to have been lost, destroyed or stolen except on production of evidence,
satisfactory to the Board of Directors, of such loss, destruction or theft, and,
if the Board of Directors so requires, upon the furnishing of an indemnity bond
in such amount and with such terms and such surety as the Board of Directors may
in its discretion require.

                                   ARTICLE IX
                                 CORPORATE SEAL

         SECTION 9.1. CORPORATE SEAL. The Chairman of the Board, a Vice
Chairman, the President, the Secretary, or any Vice President, or Assistant
Secretary or any other officer designated thereunto by the Board shall have
authority to affix the corporate seal to any document requiring such seal, and
to attest the same. Such seal shall be substantially in the following form:







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                                    ARTICLE X
                                   FISCAL YEAR

         SECTION 10.1. FISCAL YEAR. The fiscal year of the Corporation shall
begin on the first day of January and end on the thirty-first day of December in
each year.

                                   ARTICLE XI
                                    DIVIDENDS

         SECTION 11.1. DIVIDENDS. The Board may from time to time declare, and
the Corporation may pay, dividends on its outstanding shares in the manner and
upon terms and conditions provided by law.

                                   ARTICLE XII
                                   AMENDMENTS

         SECTION 12.1. AMENDMENT TO BY-LAWS. These By-Laws may be altered,
amended, or repealed, or new By-Laws may be adopted, by the Board. Except as
provided in Articles X and XI of the Charter, By-Laws made by the Board may be
repealed or changed and new By-Laws made, by the shareholders upon the
affirmative vote of a majority of the votes entitled to be cast by all holders
of voting stock of the Corporation voting together as a single class at a
meeting called for such purpose. The shareholders may prescribe that any By-Law
made by them shall not be altered, amended or repealed by the Board.

                                  ARTICLE XIII
                           CONTROL SHARE ACQUISITIONS

         SECTION 13.1. APPLICABILITY OF CONTROL SHARE ACQUISITION ACT. The
Tennessee Control Share Acquisition Act, Tenn. Code Annot. Section 48-103-301 to
312, shall not be applicable to control share acquisitions respecting shares of
the Corporation.




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