EXHIBIT
3(ii)




BYLAWS (as
amended)


OF


TENNESSEE VALLEY
FINANCIAL HOLDINGS, INC.




Table
of Contents










ARTICLE IOFFICES
            Page1.1
            Pri ncipal
      Office  . . . . . . . .
      . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
      . . . . . . . . . . . .
            11.2
            Registered
      Office     . . . . . . . . . .
      . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
      . . . . . . . . . .
            1ARTICLE
      IISHAREHOLDERS2.1
            Meetings                  . . . . . . .
      . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
      . . . . . . . . . . . . .
            12.2
            Annual
      Meeting         
       . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
      . . . . . . . . . . . . . . . . . . . . . . .
            12.3
            Special
      Meetings         .
      . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
      . . . . . . . . . . . . . . . . . . .
            22.4
            Notice of
      Meetings    
       . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
      . . . . . . . . . . . . . . . . . . . . . . .
            22.5
            Notice of
      Right to Dissent       . . . . . . . . . . .
      . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
      . . . . . . . .
            22.6
            Closing of
      Transfer Books or Fixing of Record Date   . . . . . . . . . . .
      . . . . . . . . . . . . . . . . . . . . . . . . .
            22.7
            Voting
      Lists                                     
      . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
      . . . . . . . . . . . . . . . .
            32.8
            Quorum                                           
       . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
      . . . . . . . . . . . . . . . . . . .
            32.9
            Proxies                                              
      . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
      . . . . . . . . . . . . . . . .
            32.10
            Voting of
      Shares                            
       . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
      . . . . . . . . . . . . . . . . . . .
            32.11
            Informal
      Action by Shareholders    . . . . . . . . . . . . . . . . .
      . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
            4ARTICLE
      IIIBOARD OF DIRECTORS3.1
            Number, Tenure
      and Qualifications    . . . . . . . . . . . . . . . . . . .
      . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
            43.2
            Powers of
      Directors                              
      . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
      . . . . . . . . . . . . .
            43.3
            Regular
      Meetings of the
      Board           . . . .
      . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
      . . . . . . . . .
            43.4
            Special
      Meetings                                  
      . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
      . . . . . . . . . . . . .
            43.5
            Notice                                                      .
      . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
      . . . . . . . . . . . .
            53.6
            Meetings by
      any Form of Communication    . . . . . . . . . . . . . . .
      . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
            53.7
            Quorum                                                  
       . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
      . . . . . . . . . . . . . . . .
            53.8
            Vacancies           
      . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
      . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
    . .
            53.9
            Compensation    
      . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
      . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
    . .
            53.10
            Removal              
        . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
      . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
      .
            53.11
            Committees          
      . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
      . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
            63.12
            Presumption of
      Assent                      
      . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
      . . . . . . . . . . . . . .
            63.13
            Informal
      Action by
      Directors            
      . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
      . . . . . . . . . . . . . .
            6ARTICLE
      IVWAIVER OF NOTICE 
      . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
      . . . . . . . . . . . . . . . . . . . . . . . . . .
            6ARTICLE
      VOFFICERS5.1
            Number                          .
      . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
      . . . . . . . . . . . . . . . . . . . . . . . . .
            65.2
            Election and
      Term of Office  . . . . . . . . . . . . . . . . . . . . . . . . . . .
      . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
      .
            65.3
            Removal                            
      . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
      . . . . . . . . . . . . . . . . . . . . . . . . . .
            75.4
            Vacancies                         
      . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
      . . . . . . . . . . . . . . . . . . . . . . . .
            75.5
            Chairman of
      the Board    . . . . . . . . . . . . . . . . . . . . .
      . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
      . . .
            75.6
            The
      President                    
      . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
      . . . . . . . . . . . . . . . . . . . . . . .
            75.7
            The
      Secretary                    
      . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
      . . . . . . . . . . . . . . . . . . . . . . .
            75.8
            The
      Treasurer                    
      . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
      . . . . . . . . . . . . . . . . . . . . . . .
            75.9
            Assistant
      Secretaries and Assistant Treasurers     . . . . . . .
      . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
            85.10
            Registered
      Agent              
      . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
      . . . . . . . . . . . . . . . . . . . . . . .
            8ARTICLE
      VICONTRACTS, LOANS, CHECKS AND DEPOSITS6.1
            Contracts                      
      . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
      . . . . . . . . . . . . . . . . . . . . . . . . . .
            86.2
            Loans                            
      . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
      . . . . . . . . . . . . . . . . . . . . . . . . . .
            86.3
            Checks,
      Drafts, etc.      . . . . . . . . . . . . . . . .
      . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
      . . . . . . . . . .
            86.4
            Deposits                        .
      . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
      . . . . . . . . . . . . . . . . . . . . . . . . .
            8ARTICLE
      VIISHARES OF STOCK7.1
            Form of
      Shares            
      . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
      . . . . . . . . . . . . . . . . . . . . . . . . . .
            87.2
            Signatures                    
      . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
      . . . . . . . . . . . . . . . . . . . . . . . . . .
            87.3
            Transfer of
      Shares        . . . . . . . . . . . . .
      . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
      . . . . . . . . . . . . .
            9











ARTICLE
      VIIIDIVIDENDS                   
      . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
      . . . . . . . . . . . . . . . . . . . . . . . . . .
            9ARTICLE
      IXFISCAL YEAR               
      . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
      . . . . . . . . . . . . . . . . . . . . . . . . . .
            9ARTICLE XSEAL                       . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
      . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
            9ARTICLE
      XIINDEMNIFICATION
      OF DIRECTORS AND OFFICERS11.1
            Civil
      Proceedings            
      . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
      . . . . . . . . . . . . . . . . . . . . . . . . .
            911.2
            Criminal
      Proceedings       . . . . . . . . . . . . .
      . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
      . . . . . . . . . . . .
            911.3
            Employee
      Benefit Plan    . . . . . . . . . . . . . . . . . . . . . .
      . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
      . . .
            1011.4
            Limitations                      
      . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
      . . . . . . . . . . . . . . . . . . . . . . . . . .
            1011.5
            Advance for
      Expenses   . . . . . . . . . . . . . . . . . . . . . . . . . . .
      . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
      . .
            1011.6
            Authorization                 
      . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
      . . . . . . . . . . . . . . . . . . . . . . . . . .
            1011.7
            Insurance                        
      . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
      . . . . . . . . . . . . . . . . . . . . . . . . . .
            1011.8
            Interpretation                 
      . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
      . . . . . . . . . . . . . . . . . . . . . . . . . .
            10ARTICLE
      XIIAMENDMENTS           
      . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
      . . . . . . . . . . . . . . . . . . . . . . . . . .
            10













BYLAWS
(as amended)
 OF
 TENNESSEE
VALLEY FINANCIAL HOLDINGS, INC.


ARTICLE
I





OFFICES





1.1  Principal
Office.  The principal offices of this corporation are 401
South Illinois Avenue, Oak Ridge, Anderson County,
Tennessee  37830.  The said principal office may be changed
at any time by appropriate resolution of the Board of Directors.  The
corporation may have offices and places of business at such other places within
or without the State of Tennessee as shall be determined by the Board of
Directors.


1.2  Registered
Office.  The registered office of the corporation for any
particular state may be, but need not be, identical with the principal office of
the corporation in that state, and the address of the registered office may be
changed from time to time by appropriate resolution of the Board of
Directors.




ARTICLE
II





SHAREHOLDERS





2.1  Meetings.  All
meetings of shareholders shall be held either in the principal office of the
corporation or at any other place within or without the City of Oak Ridge,
Tennessee.


2.2  Annual Meeting.  A
meeting of the shareholders shall be held on or before the second Tuesday
of May each year at a time and place designated by the Board of Directors
or on such other date as the Board of Directors in its sole discretion may
designate for the purpose of electing directors and for the transaction of any
other business authorized to be transacted by the
shareholders.   If the appointed day is a legal holiday the
meeting shall be held at the same time on the next succeeding day not a
holiday.  In the event that the annual meeting is omitted by oversight
or otherwise on the date herein provided for, the directors shall cause a
meeting in lieu thereof to be held as soon thereafter as conveniently may be,
and any business transacted or elections held at such meeting shall be as valid
as if transacted or held at the annual meeting.  Such subsequent
meeting shall be called in the same manner as provided for the annual
shareholders meeting.






1


2.3  Special Meetings.  Except
as otherwise provided by law, special meetings of the shareholders of this
corporation shall be held at such places and times as may be determined by a
majority of the Board of Directors, or whenever one or more shareholders who are
entitled to vote and who hold at least ten percent (10%) of the common shares
issued and outstanding shall make written application therefor to the Secretary
or an Assistant Secretary stating the time, place and purpose of the meeting to
be called.  No business shall be transacted at a special meeting
except as stated in the notice sent to the shareholders.


2.4  Notice Of Meetings.  Notice
of all shareholders' meetings stating the time, place and the objects for which
such meetings are called shall be given by the President or the Vice-President
or the Treasurer or the Secretary or an Assistant Secretary to each shareholder
of record not less than ten (10) days or more than two (2) months prior to the
date of the meeting by written notice delivered personally or mailed to each
shareholder.  If delivered personally, such notice shall be deemed to
be delivered when received.  If mailed, such notice shall be deemed to
be delivered when deposited in the United States Mail in a sealed envelope with
postage thereon prepaid, addressed to the shareholder at his address as it
appears on the stock record books of the corporation, unless he shall have filed
with the Secretary of the corporation a written request that notice intended for
him be mailed to some other address, in which case it shall be mailed to the
address designated in such request.


Any
meeting at which all shareholders entitled to vote have waived or at any time
shall waive notice shall be a legal meeting for the transaction of business,
notwithstanding that notice has not been given as hereinbefore
provided.  The waiver must be in writing, signed by the shareholder
entitled to the notice, and be delivered to the corporation for inclusion in the
minutes or filing with the corporate records.


2.5  Notice of Right to Dissent.  If
shareholders are to vote at a meeting on a corporate action which would give
rise to a dissenter's right to payment for his shares in accordance with the
Tennessee Business Corporation Act, notice of such meeting shall be given to
every shareholder who will be entitled to dissent from such action and to
receive payment for his shares whether or not entitled to vote
thereon.  Such notice shall be given in accordance with the provisions
of Section 2.4 of this Article and shall also contain a statement, displayed
with reasonable prominence, that upon compliance with the Tennessee Business
Corporation Act, dissenting shareholders are entitled to be paid the fair value
of their shares as provided in said Act, and shall be accompanied by a copy of
chapter 23 of the Tennessee Business Corporation Act.


2.6  Closing of Transfer Books or Fixing of
Record Date.  For the purpose of determining the
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment thereof, or shareholders entitled to receive payment of any
dividend, or in order to make a determination of shareholders for any other
proper purpose, the Board of Directors of the corporation may provide that the
stock transfer book shall be closed for a stated period not to exceed in any
case thirty days.  If the stock transfer book shall be closed for the
purpose of determining shareholders, such books shall be closed for at least ten
(10) days immediately preceding such meeting.  In lieu of closing the
stock transfer books, the Board of Directors may fix in advance a date as the
record date for any such determination of shareholders, such date in any case to
be not more than forty-five (45) days and, in case of a meeting of
shareholders, not less than ten (10) days prior to the date on which the
particular action requiring such determination of shareholders is to be
taken.  If the stock transfer books are not closed and no record date
is fixed for the determination of shareholders entitled to notice of or to vote
at a meeting of shareholders, or shareholders entitled to receive payment of a
dividend, the date on which notice of the meeting is mailed or the date on which
the resolution of the Board of Directors declaring such dividend is adopted, as
the case may be, shall be the record date for such determination of
shareholders.  When a determination of shareholders entitled to vote
at any meeting of shareholders has been made as provided in this Section, such
determination shall apply to any adjournment thereof.






2


2.7  Voting Lists.  The
officer or agent having charge of the stock transfer books for common shares of
the corporation shall make available, within two (2) business days after notice
of a meeting is given, a complete list of the shareholders entitled to vote at
such meeting or any adjournment thereof, arranged in alphabetical order, with
the address of and the number of shares held by each shareholder, which list,
for a period beginning within two (2) business days after notice of such meeting
is given shall be kept on file at the registered office of the corporation and
shall be subject to inspection by any shareholder at any time during usual
business hours.  Such list shall be kept open at the time and place of
the meeting and be subject to the inspection of any shareholder during the
entire time of the meeting.  In the event of any challenge to the
right of any person to vote at the meeting, the presiding officer at such
meeting may rely on said list as proper evidence of the right of parties to vote
at such meeting.


2.8  Quorum.  Except
as may be otherwise provided by law, a majority of the outstanding shares of the
corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of shareholders.  In the event that a
majority of the outstanding shares are represented at any meeting, action on a
matter is approved if the votes cast favoring the action exceed the votes cast
opposing the action, unless the question is one upon which by express provision
of law or of the certificate of incorporation or of these bylaws a larger or
different vote is required, in which case such express provision shall govern
and control the decision of each question.


2.9  Proxies.  Shareholders
of record who are entitled to vote may vote at any meeting either in person or
by proxy in writing, which shall be filed with the Secretary of the meeting
before being voted.  Such proxy shall entitle the holders thereof to
vote at any adjournment of such meeting, but shall not be valid after the final
adjournment thereof.  No proxy shall be valid after the expiration of
eleven months from the date of its execution unless the shareholder executing it
shall have specified therein the length of time it is to continue in force,
which shall be for some limited period.


2.10  Voting of Shares.  Except
as otherwise provided in the certificate of incorporation or these bylaws, each
outstanding share entitled to vote shall be entitled to one vote upon each
matter submitted to a vote at a meeting of shareholders.




Shares
standing in the name of another corporation may be voted by such officer, agent
or proxy as the bylaws of such corporation may prescribe, or in the absence of
such provision, as the Board of Directors of such corporation may
determine.





Shares
held by an administrator, executor, guardian or conservator may be voted by him,
either in person or by proxy, without a transfer of such shares into his name.
Shares standing in the name of a trustee may be voted by him, either in person
or by proxy, but no trustee shall be entitled to vote shares held by him without
a transfer of such shares into his name.





3


Shares
standing in the name of a receiver may be voted by such receiver and shares held
by or under the control of a receiver may be voted by such receiver without the
transfer thereof into his name, if authority so to do be contained in an
appropriate order of the court by which such receiver was
appointed.





A
shareholder whose shares may be pledged shall be entitled to vote such shares
until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so
transferred.





Shares of
its own stock belonging to the corporation or held by it in a fiduciary capacity
shall not be voted, directly or indirectly, at any meeting and shall not be
counted in determining the total number of outstanding shares at any given
time.





2.11  Informal Action by Shareholders.  Any
action required to be taken at a meeting of the shareholders, or any other
action which may be taken at a meeting of the shareholders, may be taken without
a meeting if all shareholders entitled to vote on the action consent to taking
such action without a meeting.  If all shareholders entitled to vote
on the action consent to taking such action without a meeting, then the
affirmative vote of the number of shares necessary to authorize such action at a
meeting is the act of the shareholders.


The
action must be evidenced by one or more written consents describing the action
taken, signed by each shareholder entitled to vote on the action, indicating
each signing shareholder's vote or abstention on the action, and delivered to
the corporation for inclusion in the minutes or filing with the corporate
records.






ARTICLE
III





BOARD OF DIRECTORS





3.1  Number, Tenure and Qualifications.  The
Board of Directors of this corporation shall be elected by the
shareholders.  The number of directors of this corporation shall be
fixed at nine (9) and shall be modified from time to time in the discretion of
the Board of Directors.  The directors shall be chosen by ballot
annually by the shareholders at their annual meeting or at any meeting held in
place thereof as provided by law.  Each director shall serve until the
next annual meeting of the shareholders or until his successor is duly elected
and qualified.  Directors shall be of full age of the State of their
residence and citizens of the United States, but directors need not be residents
of the State of Tennessee nor shareholders of the corporation.


3.2  Powers of Directors.  The
Board of Directors shall have the entire management of the business of the
corporation.  In the management and control of the property, business
and affairs of the corporation, the Board of Directors is hereby vested with all
the powers possessed by the corporation itself, so far as this delegation of
authority is not inconsistent with the laws of the State of Tennessee, with the
certificate of incorporation of the corporation, or with these
bylaws.  The Board of Directors shall have the power to determine what
constitutes net earnings, profits, and surplus, respectively, what amount shall
be reserved for working capital and to establish reserves for any other proper
purpose, and what amount shall be declared as dividends, and such determination
by the Board of Directors shall be final and conclusive.  The Board of
Directors shall have the power to declare dividends for and on behalf of this
corporation, which dividends may include or consist of stock
dividends.


3.3  Regular Meetings of the Board.  Immediately
after the annual election of directors, the newly elected directors may meet at
the same place for the purpose of organization, the election of corporate
officers and the transaction of other business; if a quorum of the directors be
then present no prior notice of such meeting shall be required.  Other
regular meetings of the Board shall be held at such times and places as the
Board by resolution may determine and specify, and if so determined no notice
thereof need be given, provided that unless all the directors are present at the
meeting at which said resolution is passed, the first meeting held pursuant to
said resolution shall not be held for at least five (5) days following the date
on which the resolution is passed.






4


3.4  Special Meetings.  Special
meetings of the Board of Directors may be held at any time or place whenever
called by the President, or the Vice-President or the Treasurer or the
Secretary, or by written request of at least two directors, or if there be less
than five (5) directors in office, by any one director, notice thereof being
given to each director by the Secretary or other officer calling the meeting, or
they may be held at any time without formal notice provided all of the directors
are present or those not present shall at any time waive or have waived notice
thereof.


3.5  Notice.  Notice
of any special meetings shall be given at least two (2) days previously thereto
by written notice delivered personally or by telegram.  If mailed,
such notice shall be mailed to each director at his business address no less
than five (5) days previously thereto, and shall be deemed to be delivered when
deposited in the United States mail so addressed, with postage thereon
prepaid.  If notice be given by telegram, such notice shall be deemed
to be delivered when the telegram is delivered to the telegraph
company.


3.6  Meetings by any Form of
Communication.  The Board of Directors shall have the power to
permit any and all directors to participate in a regular or special meeting by,
or conduct the meeting through the use of any means of communication by which
all directors participating may simultaneously hear each other during the
meeting.  A Director participating in a meeting by this means is
deemed to be present in person at the meeting.


3.7  Quorum.  A
majority of the members of the Board of Directors as constituted for the time
being shall constitute a quorum for the transaction of business, but a lesser
number may adjourn any meeting and the meeting may be held as adjourned without
further notice.  When a quorum is present at any meeting, a majority
of the members present thereat shall decide any question brought before such
meeting, except as otherwise provided by law or by these bylaws.  The
fact that a director has an interest in a matter to be voted on by the meeting
shall not prevent his being counted for purposes of a quorum.


3.8  Vacancies.  Any
vacancy occurring in the Board of Directors, including vacancies by virtue of
removal for cause, may be filled by the vote of a majority of the Directors then
serving as directors.


3.9  Compensation.  By
resolution of the Board of Directors, the directors may be paid their expenses,
if any, of attendance at each meeting of the Board of Directors, and may be paid
a fixed sum for attendance at each meeting of the Board of Directors or a stated
salary as a director.  No such payment shall preclude any director
from serving the corporation in any other capacity and receiving compensation
therefor.


3.10  Removal.  Any
director may be removed without cause by a majority vote of the
shareholders.  A director may be removed for cause by a majority of
the entire Board of Directors.  Cause shall be defined as the final
conviction of a felony, declaration of unsound mind by court order, adjudication
of bankruptcy, nonacceptance of office or conduct prejudicial to the interest of
the corporation.  A director may be removed by the Shareholders or
directors only at a meeting called for the purpose or removing him and the
meeting notice must state that the purpose, or one of the purposes, of the
meeting is the removal of a director or directors.






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3.11  Committees.  The
majority of the Board of Directors may appoint an executive committee or such
other committees as it may deem advisable, composed of one (1) or more
directors, and may delegate authority to such committees as is not inconsistent
with the Tennessee Business Corporation Act.  The members of such
committee shall serve at the pleasure of the Board of Directors.


3.12  Presumption of Assent.  A
director of the corporation who is present at a meeting of the Board of
Directors at which action on any corporate 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 he shall file his written dissent to such
action with the person acting as the Secretary of the meeting before the
adjournment thereof or shall forward such dissent by registered mail to the
Secretary of the corporation immediately after the adjournment of the
meeting.  Such right to dissent shall not apply to a director who
voted in favor of such action.


3.13  Informal Action by Directors.  Any
action required to be taken at a meeting of the Board of Directors, or any other
action which may be taken at a meeting of the Board of Directors, may be taken
without a meeting if all directors consent to taking such action without a
meeting.  If all directors consent to taking such action without a
meeting, the affirmative vote of the majority of the directors is the act of the
board.  The action must be evidenced by one or more written consents
describing the action taken, signed by each director, 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.






ARTICLE
IV





WAIVER OF NOTICE





Whenever
any notice whatever is required to be given by these bylaws, or the certificate
of incorporation of this corporation, or any other corporation laws of the State
of Tennessee, a waiver thereof in writing signed by the person or persons
entitled to such notice and filed with the minutes or corporate records, whether
before or after the time stated therein, shall be deemed equivalent thereto.
Where the person or persons entitled to such notice sign the minutes of any
shareholder's or directors meeting, which minutes contain the statement that
said person or persons have waived notice of the meeting, then such person or
persons are deemed to have waived notice in writing.





ARTICLE
V





OFFICERS





5.1  Number.  The
officers of the corporation shall be a Chairman of the Board, a President, one
or more Vice Presidents (the number thereof to be determined by the Board of
Directors), a Secretary, and a Treasurer, each of whom shall be elected by the
Board of Directors.  Such other officers and assistant officers as may
be deemed necessary may be elected or appointed by the Board of
Directors.  Any two or more offices may be held by the same person,
except the offices of President and Secretary.


5.2  Election and Term of Office.  The
officers of the corporation to be elected by the Board of Directors shall be
elected annually by the Board of Directors at the first meeting of the Board of
Directors held after each annual meeting of the shareholders.  If the
election of officers shall not be held in such meeting, such election shall be
held as soon thereafter as conveniently may be.  No officer shall be
elected for a term in excess of one (1) year.  Subject to the
foregoing, each officer shall hold office until his successor shall have been
duly elected and shall have qualified or until his death or until he shall
resign or shall have been removed in the manner hereinafter
provided.






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5.3  Removal.  Any
officer or agent elected or appointed by the Board of Directors may be removed
by the Board of Directors whenever in its judgment the best interests of the
corporation would be served thereby, but such removal shall be without prejudice
to the contract rights, if any, of the person so removed.


5.4  Vacancies.  A
vacancy in any office because of death, resignation, removal, disqualification
or otherwise, may be filled by the Board of Directors for the unexpired portion
of the term.


5.5  Chairman of the
Board.  The Chairman shall, when present, preside at all
meetings of the shareholders and of the Board of Directors and in general shall
perform all duties incident to the office of Chairman and such other duties as
may be prescribed by the Board of Directors from time to time.


5.6  The
President.  The President shall be subject to the control of
the Board of Directors and shall in general supervise and control all of the
business and affairs of the corporation.  He shall, in the absence of
the Chairman, preside at all meetings of the shareholders and of the Board of
Directors.  He may sign, with the Secretary or any other proper
officer of the corporation thereunto authorized by the Board of Directors,
certificates for shares of the corporation, any deed, mortgages, bonds,
contracts, or other instruments which the Board of Directors has authorized to
be executed, except in cases where the signing and execution thereof shall be
expressly delegated by the Board of Directors or by these bylaws to some other
officer or agent of the corporation, or shall be required by law to be otherwise
signed or executed; and in general shall perform all duties incident to the
office of President and such other duties as may be prescribed by the Board of
Directors from time to time.


5.7  The Secretary.  The
Secretary shall: (a) keep the minutes of the shareholders' and of the Board
of Directors' meetings in one or more books provided for that purpose; (b) see
that all notices are duly given in accordance with the provisions of these
bylaws or as required by law; (c) be custodian of the corporate records and of
the seal (if any) of the corporation and see that said seal is affixed to all
documents, the execution of which on behalf of the corporation under its seal is
duly authorized; (d) keep a register of the post office address of each
shareholder which shall be furnished to the Secretary by such shareholder; (e)
sign with the President certificates for shares of the corporation, the issuance
of which shall have been authorized by resolution of the Board of Directors; (f)
have general charge of the stock transfer books of the corporation; and (g) in
general perform all duties as from time to time may be assigned to him by the
President or by the Board of Directors.


5.8  The Treasurer.  If
required by the Board of Directors, the Treasurer shall give a bond for the
faithful discharge of his duties in such sum and with such surety or sureties as
the Board of Directors shall determine.  He shall:  (a) have
charge and custody of and be responsible for all funds and securities of the
corporation; receive and give receipts for moneys due and payable to the
corporation from any source whatsoever, and deposit all such moneys in the name
of the corporation in such banks, trust companies or other depositories as shall
be selected in accordance with the provisions of Article VI of these bylaws; and
(b) in general perform all of the duties incident to the office of Treasurer and
such other duties as from time to time may be assigned to him by the President
or by the Board of Directors.






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5.9  Assistant Secretaries and
Assistant Treasurers.  The Assistant Secretaries, when
authorized by the Board of Directors, may sign with the President certificates
for shares of the corporation the issuance of which shall have been authorized
by a resolution of the Board of Directors.  The Assistant Treasurers
shall respec­tively, if required by the Board of Directors, give bonds for
the faithful discharge of their duties in such sums and with such sureties as
the Board of Directors shall determine.  The Assistant Secretaries and
Assistant Treasurers, in general, shall perform such duties as shall be assigned
to them by the Secretary or the Treasurer, respectively, or by the President or
the Board of Directors.


5.10  Registered Agent.  The
Board of Directors shall appoint a Registered Agent for the corporation in
accordance with the Tennessee Business Corporation Act and may pay the agent
such compensation from time to time as it may deem appropriate.


ARTICLE
VI





CONTRACTS, LOANS, CHECKS AND DEPOSITS





6.1  Contracts.  The
Board of Directors may authorize any officer or officers, agent or agents, to
enter into any contract or execute and deliver any instrument in the name of and
on behalf of the corporation, and such authority may be general or confined to
specific instances.


6.2  Loans.  No
loans shall be contracted on behalf of the corporation and no evidences of
indebtedness shall be issued in its name unless authorized by a resolution of
the Board of Directors.  Such authority may be general or confined to
specific instances.  Provided, however, that the corporation shall not
make any loan other than a sale on credit in the ordinary course of business or
a life insurance policy loan, either directly or indirectly, to any director or
officer of the corporation except with the consent of the holders of a majority
of all the outstanding shares owned or controlled by shareholders other than a
shareholder for whose benefit such action is being taken, or if the Board of
Directors determines that the loan benefits the corporation and approves the
transaction.


6.3  Checks, Drafts, etc.  All
checks, drafts, or other orders for the payment of money, notes or other
evidences of indebtedness issued in the name of the corporation, shall be signed
by such officer or officers, agent or agents of the corporation and in such
manner as shall from time to time be determined by resolution of the Board of
Directors.


6.4  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, trust companies or other
depositories as the Board of Directors may select.


ARTICLE
VII





SHARES OF STOCK





7.1.           Form of
Shares.  Shares of the corporation may be owned either in (i)
certificated form, in which ownership of the shares is represented by a physical
certificate, or (ii) uncertificated form, pursuant to a Direct Registration
System in connection with which shares will be held in book-entry form and no
physical certificate is printed.  Each shareholder shall be entitled
upon request to a certificate or certificates which shall represent and certify
the number and kind and class of shares owned by him in the
corporation.  Each certificate shall be signed by the
President  or Vice President and by the Secretary or the Assistant
Secretary and shall be sealed with the corporate seal.


7.2.           Signatures.  The
signatures on a certificated stock certificate may be either manual or facsimile
signatures and the seal may be either facsimile or any other form of
seal.  In case any officer who has signed any certificates ceases to
be an officer of the corporation before the certificate is issued, the
certificate may nevertheless be issued by the corporation with the same effect
as if the officer had not ceased to be such officer as of the date of its
issue.  All certificates surrendered to the corporation for transfer
shall be cancelled and no new certificate shall be issued until the former
certificate for a like number of shares shall have been surrendered and
cancelled, except that in case of a lost, destroyed or mutilated certificate, a
new one may be issued therefor upon such terms and indemnity to the corporation
as the Board of Directors may prescribe.






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3.  Transfer of
Shares.  Transfers of shares shall be made either (i) if in
certificated form, by a transfer of the stock certificate representing the
shares, or (ii) if in uncertificated form, by electronic book-entry transfer
pursuant to a Direct Registration System.  Upon surrender to the
corporation or the transfer agent of the corporation of a certificate for shares
duly endorsed or accompanied by proper evidence of succession, assignment or
authority to transfer, or upon transfer of book-entry ownership, it shall be the
duty of the corporation to issue new shares to the person entitled thereto,
cancel the old shares and record the transaction upon its books.  The
person registered on the books of the corporation as the owner of any shares of
stock shall be entitled to all the rights of ownership with respect to such
shares.











ARTICLE
VIII





DIVIDENDS





The Board
of Directors may from time to time declare, and the corporation may pay
dividends on its outstanding shares in the manner and upon the terms and
conditions provided by the Tennessee Business Corporation Act and by its
charter.





ARTICLE
IX





FISCAL YEAR





The books
of the corporation shall be on a calendar or fiscal year basis as determined by
resolution of the Board of Directors.





ARTICLE
X





SEAL





This
corporation may or may not have a seal and in any event the failure to affix a
corporate seal to any instrument executed by the corporation shall not affect
the validity thereof.  If a seal is adopted, the seal of this
corporation shall include the following letters cut or engraved
thereon:





TENNESSEE
VALLEY FINANCIAL HOLDINGS, INC.


"CORPORATE
SEAL"


2002


"TENNESSEE"








ARTICLE
XI





INDEMNIFICATION
OF DIRECTORS AND OFFICERS





11.1  Civil
Proceedings.  The corporation shall indemnify an individual
made a party to a proceeding because he is or was a director or officer of the
corporation against liability incurred in any civil proceeding if he conducted
himself in good faith and in the case of conduct in his official capacity with
the corporation, he reasonably believed that his conduct was in the best
interest of the corporation, or in all other cases he reasonably believed that
his conduct was at least not opposed to the best interest of the
corporation.


11.2  Criminal
Proceedings.  The corporation shall indemnify any individual
made a party to a criminal proceeding because he is or was a director or officer
of the corporation against any liability incurred in any criminal proceeding if
he had no reasonable cause to believe his conduct was unlawful.






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11.3  Employee Benefit
Plan.  The corporation shall indemnify any individual made a
party to any proceeding because he is or was a director or officer of the
corporation against any liability incurred in any proceeding relating to any
employee benefit plan maintained by the corporation if his conduct with respect
to said employee benefit plan was for a purpose he reasonably believed to be in
the interests of the participants and the beneficiaries of the plan and his
conduct was not opposed to the best interests of the corporation.


11.4  Limitations.  The
termination of any proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent is not, of itself,
determinative that the director or officer did not meet the standard of conduct
required in this Article.  However, the corporation will not indemnify
a director or officer if in connection with a proceeding by or in the right of
the corporation in which the director was adjudged liable to the corporation, or
in connection with any other proceeding charging improper personal benefit to
him, whether or not involving action in his official capacity, in which he was
adjudged liable on the basis that personal benefit was improperly received by
him.  The corporation will indemnify a director or officer who is
wholly successful, on the merits or otherwise, in the defense of any proceeding
to which he was a party because he is or was a director or officer of the
corporation against reasonable expenses incurred by him in connection with the
proceeding.


11.5  Advance for
Expenses.  The corporation shall pay for or reimburse the
reasonable expenses incurred by a director or officer who is a party to a
proceeding in advance of final disposition of the proceeding if the director or
officer furnishes the corporation a written affirmation of his good faith belief
that he has met the standard of conduct required in this Article, furnishes the
corporation a written undertaking, executed personally or on his behalf, secured
or unsecured, to repay the advance if it is ultimately determined that he did
not meet the required standard of conduct, and a determination is made that the
facts then known to those making the determination would not preclude
indemnification of said director or officer.


11.6  Authorization.  A
majority vote of the Board of Directors shall determine whether or not
indemnification of a director or officer is permissible under the circumstances
because he has met the required standard of conduct.  Alternatively, a
majority vote of the Board of Directors may appoint an independent special legal
counsel to determine whether or not indemnification of a director or officer is
permissible under the circumstances because he has met the required standard of
conduct.


11.7  Insurance.  The
corporation may purchase and maintain insurance on behalf of an individual who
is or was a director, officer, employee, or agent of the corporation, or who,
while a director, officer, employee, or agent of the corporation, is or was
serving at the request of the corporation as a director, officer, partner,
trustee, employee, or agent of another foreign or domestic corporation,
partnership, joint venture, trust, employee benefit plan, or other enterprise,
against liability asserted against or incurred by him in that capacity or
arising from his status as a director, officer, employee, or agent, whether or
not the corporation would have power to indemnify him against the same liability
under applicable state law.


11.8  Interpretation.  This
Article shall be interpreted to allow indemnification of directors and officers
to the fullest extent allowable under Title 48 of the Tennessee Code
Annotated as amended from time to time.






ARTICLE
XII





AMENDMENTS





The
bylaws of this corporation may be altered, amended or repealed and new bylaws
may be adopted at any meeting of the Board of Directors of the corporation by a
majority vote of the directors present at the meeting or at any meeting of the
shareholders if the votes cast favoring the amendment exceed the votes cast
opposing the amendment.





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