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                                                                     Exhibit 3



                     CHILDREN'S COMPREHENSIVE SERVICES, INC.
                          AMENDED AND RESTATED BY-LAWS

                                   ARTICLE I.

                                     OFFICES

        Section 1.1. Principal Office. The principal office of the corporation
shall be located at 3401 West End Avenue, Suite 400, Nashville, Tennessee 37203,
or at such other place as shall be designated by the Board of Directors.

        Section 1.2. Other Offices. The corporation may also have offices at
such other places as the Board of Directors may from time to time determine or
the business of the corporation may require.

                                   ARTICLE II.

                                  STOCKHOLDERS

        Section 2.1. Annual Meetings. The annual meeting of the stockholders of
the corporation shall be held on such date as may be determined by the Board of
Directors. The business to be transacted at such meeting shall be the election
of directors and such other business as shall be properly brought before the
meeting.

        Section 2.2. Special Meetings. Special meetings of the stockholders may
be called by the Chairman of the Board or the Board of Directors, and shall be
called by the Board of Directors if the holders of at least ten percent of all
the votes entitled to be cast on any issue proposed to be considered at the
proposed special meeting sign, date and deliver to the corporation's secretary
one or more written demands for the meeting describing the purpose or purposes
for which it is to be held, including all statements necessary to make any
statement of such purpose not incomplete, false or misleading, and including any
other information specified in Schedule 14A, Rule 14a-3 or Rule 14a-8 (or such
successor schedules or rules) of the rules and regulations of the Securities and
Exchange Commission. Only business within the purpose or purposes described in
the meeting notice may be conducted at a special meeting of stockholders.

        Section 2.3. Time, Date and Place of Meeting. The Board of Directors
shall set the time, date, and place of each annual and special meeting of
stockholders. The Board of Directors may designate any place, either within or
without the State of Tennessee, as the place of meeting for any annual or
special meeting. If no place is fixed by the Board of Directors, the meeting
shall be held at the principal office of the corporation.

        Section 2.4. Notice of Meeting. Notice of the date, time, and place of
each annual and special meeting of stockholders shall be given to each
stockholder no fewer than ten days nor more than two months before the date of
the meeting. Notice of any special meeting of stockholders shall state the
purpose or purposes for which the meeting is called and the person or persons
calling the

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meeting, and, if the meeting is being called pursuant to demands delivered by
the holders of at least ten percent of all the votes entitled to be cast on any
issue proposed to be considered at the proposed special meeting, that the
meeting is being so called. Such notice shall comply with the requirements of
Article XII of these By-Laws.

        A stockholder may waive any notice required by law, the corporation's
Restated Charter, or these By-Laws before or after the date and time stated in
such notice. Except as provided in the next sentence, the waiver must be in
writing, be signed by the stockholder entitled to the notice and be delivered to
the corporation for inclusion in the minutes or filing with the corporate
records. A stockholder's attendance at a meeting: (i) waives objection to lack
of notice or defective notice of the meeting, unless the stockholder at the
beginning of the meeting (or promptly upon his or her arrival) objects to
holding the meeting or transacting business at the meeting and (ii) waives
objection to consideration of a particular matter at the meeting that is not
within the purpose or purposes described in the meeting notice, unless the
stockholder objects to considering the matter when it is presented.

        Section 2.5. Record Date. The Board of Directors shall fix as the record
date for the determination of stockholders entitled to notice of a stockholders'
meeting, to demand a special meeting, to vote, or to take any other action, a
date not more than 70 days before the meeting or action requiring a
determination of stockholders. A record date fixed for a stockholders' meeting
is effective for 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 months after the date fixed for the original meeting. Any
stockholder of record seeking to join with other stockholders in demanding a
special meeting shall, by written notice to the secretary, request the Board of
Directors to fix a record date to determine the stockholders entitled to demand
a special meeting.

        Section 2.6. List of Stockholders. After the record date for a meeting
has been fixed, the corporation shall prepare an alphabetical list of the names
of all stockholders who are entitled to notice of a stockholders' meeting. Such
list will show the address of and number of shares held by each stockholder. The
stockholders' list will be available for inspection by any stockholder,
beginning two 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 stockholder or his or her agent or attorney is
entitled on written demand to inspect and, subject to the requirements of the
Tennessee Business Corporation Act (the "Act"), to copy the list, during regular
business hours and at his or her expense, during the period it is available for
inspection.

        Section 2.7. Voting of Shares. Unless otherwise provided by the Act or
the corporation's Restated Charter, each outstanding share is entitled to one
vote on each matter voted on at a stockholders' meeting. Only shares are
entitled to vote. Unless otherwise provided in the corporation's Restated
Charter, directors are elected by a plurality of the votes cast by the shares
entitled to vote in the election at a meeting at which a quorum is present.




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        Section 2.8. Proxies. Stockholders may vote either in person or by
proxy, but no proxy that is dated more than eleven (11) months before the
meeting at which it is offered shall be accepted unless such proxy shall on its
face name a longer period for which it is to remain in force.

        Section 2.9. Action Without Meeting. No action required or permitted by
the Act to be taken at a stockholders' meeting may be taken without a meeting,
unless the total number of stockholders is less than ten. If there are fewer
than ten stockholders and all such stockholders 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
stockholders.

        The action must be evidenced by one or more written consents describing
the action taken, at least one of which is signed by each stockholder entitled
to vote on the action in one or more counterparts, indicating such signing
stockholder'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 corporation's Restated Charter requires that notice of
a proposed action be given to nonvoting stockholders and the action is to be
taken by consent of the voting stockholders, then the corporation shall give its
nonvoting stockholders written notice of the proposed action at least ten 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 stockholders
in a notice of a meeting at which the proposed action would have been submitted
to the stockholders for action.

        Section 2.10. Presiding Officer and Secretary. Meetings of the
stockholders shall be presided over by the Chairman, or if the Chairman is not
present or if the corporation shall not have a Chairman, by the President or
Chief Executive Officer, or if neither the Chairman nor the President or Chief
Executive Officer is present, by a chairman chosen by a majority of the
stockholders entitled to vote at such meeting. The Secretary or, in the
Secretary's absence, an Assistant Secretary shall act as secretary of every
meeting, but if neither the Secretary nor an Assistant Secretary is present, a
majority of the stockholders entitled to vote at such meeting shall choose any
person present to act as secretary of the meeting.

        Section 2.11. Conduct of Meeting. Meetings of stockholders 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 or her absolute discretion, the Chairman deems it advisable to dispense
with the rules of parliamentary procedure as to any meeting of stockholders or
part thereof, he or she shall so state and shall clearly state the rules under
which the meeting or appropriate part thereof shall be conducted; (b) if
disorder shall arise that 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 or her so doing the meeting is immediately adjourned;
(c) the Chairman may ask or require that anyone not a bona fide stockholder or
proxy leave the meeting; (d) a resolution or motion shall be considered for vote
only if proposed by a stockholder or a duly authorized proxy and seconded by a
stockholder or a duly authorized proxy other than the individual who proposed
the resolution or




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motion; and (e) except as the Chairman may permit, no matter shall be presented
to the meeting that has not been submitted for inclusion in the agenda at least
thirty (30) days prior to the meeting.

        Section 2.12. 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 or by any stockholder
entitled to vote in the election of directors generally. Any such stockholder
nomination may be made, however, only if written notice of such nomination has
been given, either by personal delivery or the United States mail, postage
prepaid, to the Secretary of the corporation not later than (a) with respect to
an election to be held at an annual meeting of stockholders, 120 days in advance
of the anniversary date of the proxy statement for the previous year's annual
meeting, and (b) with respect to an election to be held at a special meeting of
stockholders for the election of directors called other than by written request
of a stockholder, the close of business on the tenth day following the date on
which notice of such meeting is first given to stockholders, and (c) in the case
of a special meeting of stockholders duly called upon the written request of a
stockholder to fill a vacancy or vacancies (then existing or proposed to be
created by removal at such meeting), within ten business days of such written
request. In the case of any nomination by the Board of Directors or a committee
appointed by the Board of Directors authorized to make such nominations,
compliance with the proxy rules of the Securities and Exchange Commission shall
constitute compliance with the notice provisions of the preceding sentence.

        In the case of any nomination by a stockholder, each such notice shall
set forth: (a) as to each person whom the stockholder proposes to nominate for
election or re-election as a director, (i) the name, age, business address, and
residence address of such person, (ii) the principal occupation or employment of
such person, (iii) the class and number of shares of the Corporation that are
beneficially owned by such person, and (iv) any other information relating to
such person that is required to be disclosed in solicitations of proxies with
respect to nominees for election as directors, pursuant to Regulation 14A under
the Securities Exchange Act of 1934, as amended (including without limitation
such person's written consent to being named in the proxy statement as a nominee
and to serving as a director, if elected); and (b) as to the stockholder giving
the notice (i) the name and address, as they appear on the corporation's books,
of such stockholder, and (ii) the class and number of shares of the corporation
that are beneficially owned by such stockholder; and (c) a description of all
arrangements or understandings between the stockholder and each nominee and any
other person or persons (naming such person or persons) pursuant to which the
nomination or nominations are to be made by the stockholder. The presiding
officer of the meeting may refuse to acknowledge the nomination of any person
not made in compliance with the foregoing procedure.

        Section 2.13. Notice of New Business. At an annual meeting of the
stockholders only such new business shall be conducted, and only such proposals
shall be acted upon, as have been properly brought before the meeting. To be
properly brought before the annual meeting such new business must be (a)
specified in the notice of meeting (or any supplement thereto) given by or at
the direction of the Board of Directors, (b) otherwise properly brought before
the meeting by or at the direction of the Board of Directors, or (c) otherwise
properly brought before the meeting by a stockholder. For a proposal to be
properly brought before an annual meeting by a stockholder, the stockholder




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must have given timely notice thereof in writing to the Secretary of the
corporation and the proposal and the stockholder must comply with Regulation 14A
under the Securities Exchange Act of 1934. To be timely, a stockholder's notice
must be delivered to or mailed and received at the principal executive offices
of the corporation not less than 120 calender days in advance of the anniversary
date of the proxy statement for the previous year's annual meeting. If the
corporation did not hold an annual meeting the previous year, or if the date of
the annual meeting has been changed by more than 30 calendar days from the date
of the previous year's annual meeting, then, in order to be timely, a
stockholder's notice must be received at the principal executive offices of the
corporation not later than 120 calendar days before the date of such annual
meeting or the tenth day following the date on which public announcement of such
annual meeting is first made. In no event shall the public announcement of an
adjournment of an annual meeting commence a new time period for the giving of a
stockholder's notice as described above.

        A stockholder's notice to the Secretary shall set forth as to each
matter the stockholder proposes to bring before the annual meeting (a) a brief
description of the proposal desired to be brought before the annual meeting and
the reasons for conducting such business at the annual meeting, (b) the name and
address, as they appear on the corporation's books, of the stockholder proposing
such business, (c) the class and number of shares of the corporation that are
beneficially owned by the stockholder, and (d) any financial interest of the
stockholder in such proposal.

        Notwithstanding anything in these By-Laws to the contrary, no business
shall be conducted at an annual meeting except in accordance with the procedures
set forth in this Section 2.13. The presiding officer of the meeting shall, if
the facts warrant, determine and declare to the meeting that new business or any
stockholder proposal was not properly brought before the meeting in accordance
with the provisions of this Section 2.13, and if he or she should so determine,
he or she shall so declare to the meeting and any such business or proposal not
properly brought before the meeting shall not be acted upon at the meeting. This
provision shall not prevent the consideration and approval or disapproval at the
annual meeting of reports of officers, directors and committees, but in
connection with such reports no new business shall be acted upon at such annual
meeting unless stated and filed as herein provided.

        Section 2.14. Inspectors of Election; Opening and Closing the Polls. The
Board of Directors by resolution shall appoint one or more inspectors, which
inspector or inspectors may include individuals who serve the corporation in
other capacities, including, without limitation, as officers, employees, agents
or representatives, to act at the meetings of stockholders and make a written
report thereof. One or more persons may be designated as alternate inspectors to
replace any inspector who fails to act. If no inspector or alternate has been
appointed to act or is able to act at a meeting of stockholders, the Chairman of
the meeting shall appoint one or more inspectors to act at the meeting. Each
inspector, before discharging his or her duties, shall take and sign an oath
faithfully to execute the duties of inspector with impartiality and according to
the best of his or her ability. The inspectors shall have the duties prescribed
by law.




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        The Chairman of the meeting shall fix and announce at the meeting the
date and time of the opening and the closing of the polls for each matter upon
which the stockholders will vote at a meeting.

        Section 2.15. Acceptance of Stockholder Documents. If the name signed on
a stockholder document (a vote, consent, waiver, or proxy appointment)
corresponds to the name of a stockholder, the corporation, if acting in good
faith, is entitled to accept such stockholder document and give it effect as the
act of the stockholder. If the name signed on such stockholder document does not
correspond to the name of a stockholder, the corporation, if acting in good
faith, is nevertheless entitled to accept such stockholder document and to give
it effect as the act of the stockholder if:

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

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

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

        (d) the name signed purports to be that of a pledgee, beneficial owner,
or attorney-in-fact of the stockholder and, if the corporation requests,
evidence acceptable to the corporation of the signatory's authority to sign for
the stockholder has been presented with respect to such stockholder document; or

        (e) two or more persons are the stockholder as co-tenants or fiduciaries
and the name signed purports to be the name of at least one 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 stockholder document if the
secretary, inspector of elections, 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 stockholder document or about the signatory's
authority to sign for the stockholder.



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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
managed under the direction of the Board of Directors.

        Section 3.2. Election of Directors. The Board of Directors shall consist
of no fewer than three nor more than fifteen members. The exact number of
directors, within the minimum and maximum, or the range for the size of the
Board, or whether the size of the Board shall be fixed or variable-range, may be
fixed, changed, or determined from time to time by the Board of Directors. The
members of the Board of Directors shall be elected at the annual meeting of the
stockholders. Each director elected at an annual meeting shall hold office until
the next annual meeting of stockholders and until his or her successor shall
have been elected and qualified, or until he or she shall die or resign, or
until he or she shall have been removed. Any decrease in the number of directors
shall not shorten the term of any incumbent director.

        Section 3.3. Meetings. The Board of Directors may hold regular and
special meetings either within or outside the state of Tennessee. Special
meetings of the Board of Directors may be called by the Chairman of the Board,
the President, or a majority of the directors.

        Section 3.4. Notice of Meetings; Waiver. Unless the corporation's
Restated Charter otherwise provides, regular meetings of the Board of Directors
may be held without notice of the date, time, place, or purpose of the meeting.
Unless the corporation's Restated Charter otherwise provides, special meetings
must be preceded by at least 24 hours' notice of the date, time and place of the
meeting, but need not describe the purpose of such meeting. Such notice shall
comply with the requirements of Article XII of these Bylaws. Notice of an
adjourned meeting need not be given if the time and place to which the meeting
is adjourned are fixed at the meeting at which the adjournment is taken, and if
the period of adjournment does not exceed one month in any one adjournment. A
director may waive any required notice before or after the date and time stated
in the notice. 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. A director's attendance at or participation in a meeting waives any
required notice to him or her of such meeting unless the director at the
beginning of the meeting (or promptly upon his or her arrival) objects to
holding the meeting or transacting business at the meeting and does not
thereafter vote for or assent to action taken at the meeting.

        Section 3.5. Quorum. Unless the corporation's Restated Charter requires
a greater number, a quorum of the Board of Directors consists of a majority of
the fixed number of directors if the corporation has a fixed board size or a
majority of the number of directors prescribed, or if no number is prescribed,
the number in office immediately before the meeting begins, if the corporation
has a variable range board.




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        Section 3.6. Voting. If a quorum is present when a vote is taken, the
affirmative vote of a majority of directors present is the act of the Board of
Directors, unless the corporation's Restated Charter or these Bylaws require the
vote of a greater number of directors. A director who is present at a meeting of
the Board of Directors when corporate action is taken is deemed to have assented
to such action unless:

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

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

               (c) he or she delivers written notice of his or her 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 3.7. Removal. The stockholders may remove one or more directors
with or without cause unless the corporation's Restated Charter provides that
directors may be removed only for cause. If cumulative voting is authorized, a
director may not be removed if the number of votes sufficient to elect him or
her under cumulative voting is voted against his or her removal. If cumulative
voting is not authorized, a director may be removed only if the number of votes
cast to remove him or her exceeds the number of votes cast not to remove him or
her. If so provided by the corporation's Restated Charter, any of the directors
may be removed for cause by the affirmative vote of a majority of the entire
Board of Directors. A director may be removed by the stockholders or directors
only at a meeting called for the purpose of removing him or her, and the meeting
notice must state that the purpose, or one of the purposes, of the meeting is
removal of directors.

        Section 3.8. Resignation. A director may resign at any time by
delivering written notice to the Board of Directors or to the Chairman or
President. A resignation is effective when the notice is delivered unless the
notice specifies a later effective date.

        Section 3.9. Vacancies. Unless the corporation's Restated Charter
otherwise provides, if a vacancy occurs on the Board of Directors, including a
vacancy resulting from an increase in the number of directors or a vacancy
resulting from the removal of a director with or without cause, either the
stockholders or the Board of Directors may fill such vacancy. If the vacancy is
filled by the stockholders, it shall be filled by a plurality of the votes cast
at a meeting at which a quorum is present. If the directors remaining in office
constitute fewer than a quorum of the Board of Directors, they may fill such
vacancy by the affirmative vote of a majority of all the directors remaining in
office.

        Section 3.10. 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 or a committee thereof,




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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.

        Section 3.11. Consent in Lieu of Meeting. Unless the corporation's
Restated Charter otherwise provides, 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 3.12. Participation in Meetings. The Board of Directors may
permit any or 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.

                                   ARTICLE IV.

                                   COMMITTEES

        Unless the corporation's Restated Charter otherwise provides, the Board
of Directors may create one or more committees, each consisting of one or more
members. All members of committees of the Board of Directors that exercise
powers of the Board of Directors must be members of the Board of Directors and
serve at the pleasure of the Board of Directors.

        The creation of a committee and appointment of a member or members to it
must be approved by the greater of (i) a majority of all directors in office
when the action is taken or (ii) the number of directors required by the
corporation's Restated Charter or these Bylaws to take action.

        Unless otherwise provided in the Act, to the extent specified by the
Board of Directors or in the corporation's Restated Charter, each committee may
exercise the authority of the Board of Directors. All such committees and their
members shall be governed by the same statutory requirements regarding meetings,
action without meetings, notice and waiver of notice, quorum, and voting
requirements as are applicable to the Board of Directors and its members.




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                                   ARTICLE V.

                                    Officers

        Section 5.1. Officers. The officers of the corporation shall be a
Chairman of the Board, a President, one or more Vice Presidents, a Chief
Executive Officer, a Chief Financial Officer, a Secretary, a Treasurer, and such
other officers as may from time to time be appointed by the Board of Directors
or by the Chairman of the Board with the approval of the Board of Directors.

        Section 5.2. Election. The officers of the corporation shall be elected
annually by the Board of Directors. Each such officer shall hold such office at
the pleasure of the Board of Directors with no fixed term. Election or
appointment of an officer or agent shall not of itself create contract rights.

        Section 5.3. Removal. The Board of Directors may remove any officer at
any time, with or without cause. Such removal shall not prejudice the contract
rights, if any, of the officer removed.

        Section 5.4. Resignation. Any officer may resign at any time by giving
notice to the corporation. The resignation shall be effective when delivered,
unless the notice specifies a later effective time. An officer's resignation
shall not prejudice the corporation's contract rights, if any, with such
officer.

        Section 5.5. Vacancies. The Board of Directors shall have the power to
fill a vacancy occurring in any office for the unexpired portion of the term.

        Section 5.6. Delegation. In case of the absence or disability of any
officer of the corporation, or for any other reason that the Board of Directors
may deem sufficient, the Board of Directors may, by the affirmative vote of a
majority of the directors then in office, delegate the powers or duties, or any
of them, of such officers to any other officer, or to any director.

        Section 5.7. Compensation. The Board of Directors shall have the power
to fix the compensation of all officers of the corporation. The Board of
Directors may authorize any officer upon whom the power of appointing
subordinate officers may have been conferred to fix the compensation of such
subordinate officers.

        Section 5.8. Officers Holding More Than One Office. The same individual
may simultaneously hold more than one office in the corporation, except the
offices of President and Secretary.

        Section 5.9. Chairman of the Board. The Chairman of the Board shall be a
director of the corporation. The Chairman of the Board shall preside at all
meetings of the directors and shall have the powers ordinarily exercised by the
chairman of the board of a corporation.



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        Section 5.10. President. The President shall be a director of the
corporation. The President shall have the general powers and duties of
management and direction of the business of the corporation and all powers
ordinarily exercised by the president of a corporation. The President shall have
authority to sign and execute, in the name of the corporation, all authorized
deeds, mortgages, bonds, contracts or other instruments.

        Section 5.11. Vice President. The corporation shall have one or more
Vice Presidents. If the corporation has more than one Vice President, one or
more of the Vice Presidents may be designated as Executive Vice President or
Senior Vice President. In the absence of the President, a Vice President shall
perform all the duties of the President, and when so acting, shall have the
powers of the President. A Vice President shall, except as the Board of
Directors may otherwise provide, have authority to sign and execute, in the name
of the corporation, all authorized deeds, mortgages, bonds, contracts or other
instruments, and shall also have such additional powers and duties as may be
assigned to him or her by the Board of Directors. In the case of the death of
the President, or in the case of his or her absence or inability to act without
having designated an Executive or Senior Vice President to act temporarily in
his or her place, the Vice President who shall perform the duties of the
President shall be designated by the Board of Directors or the Executive
Committee.

        Section 5.12. Secretary. The Secretary shall keep accurate minutes of
the meetings of the stockholders, of the Board of Directors and of the Executive
Committee, in books provided for that purpose. The Secretary shall see that all
notices are duly given in accordance with the provisions of these By-Laws and as
required by law. The Secretary shall be the custodian of the records and of the
corporate seal or seals of the corporation and, may sign, with the President or
a Vice President, certificates of stock of the corporation. The Secretary shall
perform the duties ordinarily incident to the office of a secretary of a
corporation and such other duties as, from time to time, may be assigned to him
or her by the Board of Directors or by the President.

        Section 5.13. Treasurer. The Treasurer shall have charge of and be
responsible for all funds, securities, receipts and disbursements of the
corporation, and shall deposit, or cause to be deposited, in the name of the
corporation all monies or other valuable effects in such banks, trust companies,
or other depositories as shall, from time to time, be selected by the Board of
Directors. The Treasurer shall render to the President and to the Board of
Directors, whenever requested, an account of the financial condition of the
corporation and may sign, with the President or a Vice President, certificates
of stock of the corporation. The Treasurer shall perform the duties ordinarily
incident to the office of treasurer of a corporation, and such other duties as,
from time to time, may be assigned to him or her by the Board of Directors or by
the President.

        Section 5.14. Chief Executive Officer. The Chief Executive Officer shall
be appointed by the Board of Directors and shall have such duties as the Board
of Directors shall assign him or her from time to time.




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        Section 5.15. Chief Financial Officer. The Chief Financial Officer shall
be appointed by the Board of Directors and shall have such duties as the Board
of Directors shall assign him or her from time to time.

        Section 5.16. Assistant Officers. The Board of Directors may elect one
or more Assistant Secretaries and one of more Assistant Treasurers. In the
absence of the Secretary, an Assistant Secretary shall, except as the Board of
Directors may otherwise provide, perform all of the duties of the Secretary, and
when so acting shall have the powers of the Secretary. In the absence of the
Treasurer, an Assistant Treasurer shall, except as the Board of Directors may
otherwise provide, perform all of the duties of the Treasurer, and when so
acting shall have the powers of the Treasurer.

                                   ARTICLE VI.

                                      STOCK

        Section 6.1. Certificate Representing Shares. Each stockholder shall be
entitled to a stock certificate or stock certificates representing and
certifying the number and class of shares of capital stock owned by him or her.
Said certificates shall be prepared in the form approved by the Board of
Directors, and shall conform to the requirements of any national securities
exchange if the Board of Directors so determines. The certificates shall be
signed by the Chairman of the Board or the President or a Vice President and by
the Secretary or an Assistant Secretary, or the Treasurer or an Assistant
Treasurer. The signatures of the officers and the corporate seal upon a
certificate may be facsimiles if the certificate is countersigned by a transfer
agent or registered by a registrar. In case any officer who has signed or whose
facsimile signature has been placed upon any certificate shall have ceased to be
such before the certificate is issued, it may be issued by the corporation with
the same effect as if such officer had not ceased to be such at the date of
issuance. All certificates for shares of capital stock shall be consecutively
numbered or otherwise identified. The name and address of the person to whom the
shares represented thereby are issued, with the number of shares and the date of
issuance, shall be entered on the stock transfer records of the corporation. All
certificates surrendered to the corporation for transfer shall be canceled and
no new certificates shall be issued until the former certificates for a like
number of shares shall have been surrendered and canceled, except that in the
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 or these By-Laws may prescribe.

        Section 6.2. Transfer of Shares. 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) his or her legal representative, who,
upon request of the corporation, shall furnish proper evidence of authority to
transfer, or (iii) his or her 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.



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        Section 6.3. Lost Certificates. The corporation shall issue a new stock
certificate in the place of any certificate previously issued where the holder
of record of the certificate: (a) makes proof in affidavit form that it has been
lost, destroyed or wrongfully taken; (b) requests the issuance of a new
certificate before the corporation has notice that the certificate has been
acquired by a purchaser for value in good faith and without notice of any
adverse claim; (c) gives a bond in such form, and with such surety or sureties,
with fixed and open penalty, as the corporation may direct, to indemnify the
corporation, the transfer agents and the registrars against any claim that may
be made on account of the alleged loss, destruction or theft of the certificate;
and (d) satisfies any other reasonable requirements imposed by the corporation.

                                  ARTICLE VII.

                                 INDEMNIFICATION

        Section 7.1. Indemnification and Advancement of Expenses. The
corporation shall indemnify and advance expenses to each director and officer of
the corporation, or any person who may have served at the request of the
corporation's Board of Directors or its President or Chief Executive Officer as
a director or officer of another corporation (and, in either case, such person's
heirs, executors, and administrators), to the full extent allowed by the laws of
the State of Tennessee, both as now in effect and as hereafter adopted. The
corporation may indemnify and advance expenses to any employee or agent of the
corporation who is not a director or officer (and such person's heirs,
executors, and administrators) to the same extent as to a director or officer,
if the Board of Directors determines that doing so is in the best interests of
the corporation.

        Section 7.2. Non-Exclusivity of Rights. The indemnification and expense
advancement provisions of Section 7.1 shall not be exclusive of any other right
that any person (and such person's heirs, executors and administrators) may have
or hereafter acquire under any statute, provision of the Charter, provision of
these Bylaws, resolution adopted by the stockholders, resolution adopted by the
Board of Directors, agreement, or insurance (purchased by the Corporation or
otherwise), both as to action in such person's official capacity and as to
action in another capacity.

        Section 7.3. Insurance. The Board of Directors may purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against
him and incurred by him in any such capacity, or starting out of his or her
status as such, whether or not the corporation would have the power to indemnify
him against such liability under the provisions of this Article VII.




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                                  ARTICLE VIII.

                                    DIVIDENDS

        The Board of Directors may, from time to time, declare, and the
corporation may pay, dividends on its outstanding shares of capital stock in the
manner and upon the terms and conditions provided by applicable law. The record
date for the determination of stockholders entitled to receive the payment of
any dividend shall be determined by the Board of Directors, which in no event
will be less than ten days prior to the date of such payment.

                                  ARTICLE IX.

                           NEGOTIABLE INSTRUMENTS AND
                        OTHER EVIDENCES OF INDEBTEDNESS

        All checks, drafts, notes, bonds, bills of exchange and orders for the
payment of money of the corporation; all deeds, mortgages, and other written
contracts and agreements to which the corporation shall be a party, and all
assignments or endorsements of stock certificates, registered bonds, or other
securities owned by the corporation, shall be signed by such officer or officers
or such other person or persons as the Board of Directors may from time to time
designate, and the Board of Directors may authorize the use of facsimile
signatures of any of such persons. No checks shall be signed in blank.

        Any shares of stock issued by any other corporation and owned or
controlled by this corporation may be voted at any stockholder's meeting of the
other corporation by the Chairman of the Board or the President of this
corporation, if either are present, or, in their absence, by such person as the
Chairman of the Board or the President of this corporation shall designate.

                                   ARTICLE X.

                                      SEAL

        The Board of Directors may adopt a seal of the corporation if they so
desire, and if so adopted, it shall be circular in form, with the name of the
corporation and the name of the state of incorporation inscribed around the
outer edge, and in the center shall be inscribed the word "Incorporated" and the
year of incorporation. However, the presence or absence of such seal on any
instrument, or its addition thereto, shall not affect its character or validity
or legal effect in any respect. Notwithstanding this Article, where the seal of
the corporation is required by law to be affixed to a document, the requirement
may be met by writing the word "seal" and by the person who is authorized to
execute the document signing the document adjacent to the written word.




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                                   ARTICLE XI.

                                   AMENDMENTS

        These By-Laws may be altered or repealed and new by-laws may be adopted
either by the affirmative vote of a majority of the stockholders present at any
regular or special meeting of the stockholders, or by an affirmative vote of a
majority of the entire Board of Directors.

                                  ARTICLE XII.

                                     NOTICE

        Unless otherwise provided for in these By-Laws, any notice required
shall be in writing except that oral notice is effective if it is reasonable
under the circumstances and not prohibited by the corporation's Restated Charter
or these By-Laws. Notice may be communicated in person, by telephone, telegraph,
teletype or other form of wire or wireless communication, or by mail or private
carrier. If these forms of personal notice are impracticable, notice may be
communicated by a newspaper of general circulation in the area where published,
or by radio, television, or other form of public broadcast communication.
Written notice to a domestic or foreign corporation authorized to transact
business in Tennessee may be addressed to its registered agent at its registered
office or to the corporation or its secretary at its principal office as shown
in its most recent annual report or, in the case of a foreign corporation that
has not yet delivered an annual report, in its application for a certificate of
authority.

        Written notice to stockholders, if in a comprehensible form, is
effective when mailed, if mailed postpaid and correctly addressed to the
stockholder's address shown in the corporation's current record of stockholders.
Except as provided above, written notice, if in a comprehensible form, is
effective at the earliest of the following: (a) when received; (b) five days
after its deposit in the United States mail, if mailed correctly addressed and
with first class postage affixed thereon; (c) on the date shown on the return
receipt, if sent by registered or certified mail, return receipt requested, and
the receipt is signed by or on behalf of the addressee; or (d) twenty days after
its deposit in the United States mail, as evidenced by the postmark if mailed
correctly addressed, and with other than first class, registered, or certified
postage affixed. Oral notice is effective when communicated if communicated in a
comprehensible manner.




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