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                                                                     EXHIBIT 3.1


                                     BYLAWS

                                       OF

                               LANDAIR CORPORATION

                                    ARTICLE I

                                  SHAREHOLDERS

        Section 1.1 Annual Meeting. The annual meeting of the shareholders of
Landair Corporation (the "Corporation") shall be held at the principal office of
the Corporation in the State of Tennessee or at such other place within or
without the State of Tennessee as may be determined by the board of directors of
the Corporation (the "Board of Directors" or the "Board") and as shall be
designated in the notice of said meeting, on such date and at such time as may
be determined by the Board of Directors. The purpose of said annual meeting
shall be to elect directors and transact such other business as may properly be
brought before the meeting.

        Section 1.2 Special Meetings. Special meetings of the shareholders shall
be held at the principal office of the Corporation in the State of Tennessee or
at such other place within or without the State of Tennessee as may be
designated from time to time by the Board of Directors. Whenever the Board of
Directors shall fail to fix such place, or, whenever shareholders entitled to
call a special meeting shall call the same, the meeting shall be held at the
principal office of the Corporation in the State of Tennessee. Special meetings
of the shareholders shall be held upon call of a majority of the Board of
Directors, or, unless the Charter of the Corporation (the "Charter") otherwise
provides, upon written demand(s), signed, dated and delivered to the Secretary
of the Corporation describing the purpose or purposes for which it is to be
held, by shareholders holding at least ten percent (10%) of the shares of
capital stock of the Corporation issued and outstanding and entitled to vote on
any issue proposed to be considered at such special meeting, at such time as may
be fixed by the Secretary, and as shall be stated in the call and notice of said
meeting, except when the Tennessee Business Corporation Act, as amended (the
"Business Corporation Act"), confers upon the shareholders the right to demand
the call of such meeting and fix the date thereof. Business transacted at any
special meeting shall be confined to the purposes stated in the notice of
meeting and matters germane thereto.




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        Section 1.3 Notice of Meetings. The notice of all meetings of
shareholders shall be in writing, shall state the date, time and place of the
meeting, and, unless it is the annual meeting, shall indicate that it is being
issued by or at the direction of the person or persons calling the meeting. The
notice of an annual meeting should state that the meeting is called for the
election of directors and for the transaction of such other business as may
properly come before the meeting and shall state the purpose or purposes of the
meeting if any other action is to be taken at such annual meeting which could be
taken at a special meeting. The notice of a special meeting shall, in all
instances, indicate that it is being issued by or at the direction of the person
or persons calling the meeting and state the purpose or purposes for which the
meeting is called. If the Board of Directors shall adopt, amend or repeal a
bylaw regulating an impending election of directors, the notice of the next
meeting fo the election of directors shall contain the bylaw so adopted, amended
or repealed, together with a concise statement of the changes made. A copy of
the notice of any meeting shall be served either personally or by mail, not less
than ten (10) days nor more than two (2) months before the date of the meeting,
to each shareholder at such shareholder's record address or at such other
address which such shareholder may have furnished in writing to the Secretary of
the Corporation. If a meeting is adjourned t another time or place and if any
announcement of the adjourned time or place is made at the meeting, it shall not
be necessary to give notice of the adjourned meeting unless the Board of
Directors, after adjournment, fixes a new record date for the adjourned meeting,
which it must do if the meeting is adjourned to a date more than four (4) months
after the date fixed for the original meeting. At the adjourned meeting any
business may be transacted that might have been transacted on the original date
of the meeting. Notice of a meeting need not e given to any shareholder who
submits to the Corporation for inclusion in the minutes or filing with the
corporate records a signed waiver of notice, in person or by proxy, before or
after the meeting. The attendance of a shareholder at a meeting without
objection at the beginning of the meeting (or promptly upon his arrival) to the
lack of notice or defective notice of such meeting shall constitute a waiver of
notice by such shareholder.

        Section 1.4 Quorum. The holders of record of a majority of the
outstanding shares of the Corporation entitled to vote at the meeting, present
in person or by proxy, shall, except as otherwise provided by law or the
Charter, constitute a quorum at a meeting of shareholders, provided that when a
specified item of business is required to be voted on by a class or series,
voting as a class, the holders of a majority of the shares of such class or
series shall constitute a quorum for the transaction of such specified item of
business. When a quorum is once present to organize a meeting, it is not broken
by the subsequent withdrawal of any shareholder or for adjournment of the
meeting unless a new record date is or must be set for the meeting.



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        Section 1.5 Conduct of Meetings. Meetings of the shareholders shall be
presided over by the Chairman of the Board, if any, or, if the Chairman of the
Board is not present, by the President, or, if the President is not present, by
a Vice President, or, if neither the Chairman of the Board, the President nor a
Vice President is present, by a chairman to be chosen at the meeting. The
Secretary of the Corporation, or in the Secretary's absence, an Assistant
Secretary, shall act as secretary of ever meeting, but if neither the Secretary
nor an Assistant Secretary is present, the meeting shall choose any person
present to act as secretary of the meeting.

        Section 1.6 Voting. For each share of the capital stock of the
Corporation registered in his name on the books of the Corporation the holder
thereof shall have the number of votes per share specified in the Charter.
Whenever under the provisions of the Charter any shareholder is entitled to more
or less than one (1) vote for any share of capital stock of the Corporation held
by such shareholder, every reference in these Bylaws to a plurality or other
proportion of stock shall refer to such plurality or other proportion of the
votes of such stock. At each meeting of the shareholders, each shareholder
having the right to vote shall be entitled to vote in person or by proxy
appointed by an instrument in writing subscribed by such shareholder, or by his
duly authorized attorney, and bearing a date not more than eleven (11) months
prior to said meeting, unless said instrument provides for a longer period.
Every shareholder entitled to vote at any meeting may so vote by proxy and shall
be entitled to one (1) vote for each share entitled to vote and held by such
shareholder. At all elections of directors the voting may, but need not, be by
ballot and a plurality of the votes cast thereat shall elect, except as
otherwise required by law or the Charter. Except as otherwise required by law,
or the Charter, any other action shall be authorized by a majority of the votes
cast.

        Section 1.7 Record Date. For the purpose of determining the shareholders
entitled to notice of, to demand a special meeting, to vote or take any other
action at any meeting of shareholders or any adjournment thereof, or to express
consent






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to or dissent from any proposal without a meeting, or for the purpose of
determining the shareholders entitled to receive payment of any dividend or the
allotment of any rights, or for the purpose of any other action, the Board of
Directors may fix, in advance, a date as the record date for any such
determination of shareholders. Such date shall not be more than seventy (70)
days nor less than ten (10) days before the date of such meeting, nor more than
seventy (70) days prior to any other action. If no record date is fixed, the
record date for the determination of shareholders entitled to notice of, to
demand a special meeting, to vote or take any other action at a meeting of
shareholders shall be at the close of business on the day next preceding the day
on which notice is given or, if no notice is given, the day on which the meeting
is held.

        The record date for determining shareholders for any purpose other than
that specified in the preceding clause shall be at the close of business on the
day on which the resolution of the Board of Directors relating thereto is
adopted. When a determination of shareholders of record entitled to notice of,
to demand a special meeting, to vote or take any other action at any meeting of
shareholders has been made as provided in this Section 1.7, such determination
shall apply to any adjournment thereof, unless the Board of Directors fixes a
new record date under this Section 1.7 for the adjourned meeting; provided,
however, if the meeting is adjourned to a date more than four (4) months after
the date fixed for the original meeting, the Board of Directors shall fix a new
record date.

        Section 1.8 Shareholder Lists. An alphabetical list by voting group, and
within each voting group by class or series of shares, of each shareholder's
name, address and share ownership entitled to notice of a shareholders' meeting
as of the record date, certified by the Secretary or other officer responsible
for its preparation, or by the transfer agent, if any, shall be available for
inspection by any shareholder, beginning two (2) business days after notice of
the meeting is given for which the list was prepared and continuing through the
meeting upon the request thereat or prior thereto of any shareholder. If the
right to vote at any meeting is challenged, the inspectors of election, if any,
or the person presiding thereat, shall require such list of shareholders to be
produced as evidence of the right of the persons challenged to vote at such
meeting, and all persons who appear from such list to be shareholders entitled
to vote thereat may vote at such meeting.

        Section 1.9 Proxy Representation. Every shareholder may authorize
another person or persons to act for such




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shareholder by proxy in all matters in which a shareholder is entitled to
participate, whether by waiving notice of any meeting, voting or participating
at a meeting, or expressing consent or dissent without a meeting. Every proxy
must be signed by the shareholder or such shareholder's attorney-in-fact. No
proxy shall be valid after the expiration of eleven (11) months from the date
thereof unless otherwise provided in the proxy. Every proxy shall be revocable
at the pleasure of the shareholder executing it, except as otherwise provided by
the Business Corporation Act.

        Section 1.10 Inspectors. At all meetings of shareholders, the proxies
and ballots shall be received, taken in charge and examined, and all questions
concerning the qualification of voters, the validity of proxies and the
acceptance or rejection of proxies and of votes shall be decided by two (2)
inspectors of election. Such inspectors of election together with one alternate
to serve in the event of death, inability or refusal by any of said inspectors
of election to serve at the meeting, shall be appointed by the Board of
Directors, or, if no such appointment or appointments shall have been made, then
by the presiding officer at the meeting. If for any reason the inspectors of
election so appointed shall fail to attend, or refuse or be unable to serve, a
substitute or substitutes shall be appointed to serve as inspector or inspectors
of election, in their place or stead, by the presiding officer at the meeting.
No director or candidate for the office of director shall be appointed as an
inspector. Each inspector shall take and subscribe an oath or affirmation
faithfully to execute the duties of inspector at such meeting with strict
impartiality and according to the best of his ability. The inspectors, if any,
shall determine the number of shares outstanding and the voting power of each,
the shares represented at the meeting, the existence of a quorum, the validity
and effect of proxies, and shall receive votes, ballots or consents, hear and
determine all challenges and questions arisin in connection with the right to
vote, count and tabulate all votes, ballots or consents, determine the result,
and do such acts as are proper to conduct the election or vote with fairness to
all shareholders. On request of the person presiding at the meeting or any
shareholder, the inspectors shall make a report in writing of any challenge,
question or matter determined by them and execute a certificate as to any fact
found by them. Each inspector shall be entitled to reasonable compensation for
such inspector's services, to be paid by the Corporation.

        Section 1.11 Actions Without Meetings. Whenever shareholders are
required or permitted to take any action by vote, such action may be taken
without a meeting on written





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consent, setting forth the action so taken, signed by the holders of all
outstanding shares entitled to vote thereon; unless some number less than all of
the holders of all of the outstanding shares is required by applicable law or
the Charter. This section shall not be construed to alter or modify any
provision of law or of the Charter under which the written consent of the
holders of less than all outstanding shares is sufficient for corporate action.

        Section 1.12 Meaning of Certain Terms. As used herein in respect of the
right to notice of a meeting of shareholders or a waiver thereof or to
participate or vote thereat or to consent or dissent in writing in lieu of a
meeting, as the case may be, the term "share" or "shareholder" or "shareholders"
refers to an outstanding share or shares and to a holder or holders of record of
outstanding shares, when the Corporation is authorized to issue only one (1)
class of shares, and said reference is also intended to include any outstanding
share or shares and any holder or holders of record of outstanding shares of any
class upon which or upon whom the Charter confers such rights, where there are
two (2) or more classes or series of shares, or upon which or upon whom the
Business Corporation Act confers such rights, notwithstanding that the Charter
may provide for more than one (1) class or series of shares, one (1) or more of
which are limited or denied such rights thereunder.

                                   ARTICLE II

                                    DIRECTORS

        Section 2.1 Functions and Definition. The business of the Corporation
shall be managed under the direction of its Board of Directors. The use of the
phrase "entire Board of Directors" herein refers to the total number of
directors which the Corporation would have if there were no vacancies.


        Section 2.2 Qualification and Number. Each director shall be at least
eighteen (18) years of age. A director need not be a shareholder, a citizen of
the United States, nor a resident of the State of Tennessee. The number of
directors constituting the entire Board of Directors shall be not less than the
number required by law; such number may be fixed from time to time by action of
the Board of Directors or of the shareholders. The number of directors may be
increased or decreased by action of the Board of Directors or shareholders,
provided that any action of the Board of Directors to effect such increase or
decrease shall require the vote of a majority of the entire Board of Directors.
No decrease in the number of directors shall shorten the term of any incumbent
director.




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        Section 2.3 Election and Term. Directors who are elected at an annual
meeting of shareholders, and directors who are elected in the interim to fill
vacancies and newly created directorships, shall hold office until the next
annual meeting of shareholders or until their respective successors have been
elected and qualified. In the interim between annual meetings of shareholders or
special meetings of shareholders called for the election of directors, the
creation of newly created directorships and to fill any vacancies in the Board
of Directors, including vacancies resulting from the removal of directors for
cause or without cause, may be filled by the vote of a majority of the directors
then in office, although less than a quorum exists.

        Section 2.4 Quorum. A majority of the entire Board of Directors shall
constitute a quorum for the transaction of business. A majority of the directors
present, whether or not a quorum is present, may adjourn a meeting to another
time and place. Except as herein otherwise provided, the vote of a majority of
the directors present at the time of the vote, at a meeting duly assembled, a
quorum being present at such time, shall be the act of the Board of Directors.


        Section 2.5 Meetings; Notice. Meetings of the Board of Directors shall
be held at such place within or without the State of Tennessee as may from time
to time be fixed by resolution of the Board of Directors, or as may be specified
in the notice of the meeting. Regular meetings of the Board of Directors shall
be held at such times as may from time to time be fixed by resolution of the
Board of Directors. Special meetings of the Board may be held at any time upon
the call of the Chairman of the Board, if any, the President, the Secretary or
any two (2) directors by oral, telegraphic or written notice duly served upon,
sent or mailed to each director not less than two (2) days before such meeting.
A meeting of the Board of Directors may be held without notice immediately after
the annual meeting of shareholders at the same place at which such meeting is
held. Notice need not be given of regular meetings of the Board of Directors
held at times fixed by resolution of the Board of Directors. Any requirement of
furnishing a notice shall be waived by any director who signs and delivers to
the Corporation a waiver of notice before or after the meeting, or who attends
the meeting without protesting, prior thereto or at its commencement, the lack
of notice to him. The notice of any meeting need not specify the purpose of the
meeting, and any and all business may be transacted at such meeting.

        Section 2.6 Conduct of Meetings. The Chairman of the Board of Directors,
if any, shall preside at all meetings of





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the Board of Directors, and in the Chairman's absence or inability to act, the
President shall preside, and in the President's absence or inability to act,
such person as may be chosen by a majority of the directors present shall
preside.

        Section 2.7 Committees. By resolution adopted by a majority of the
entire Board of Directors, the directors may designate from their number two (2)
or more directors to constitute an Executive Committee and other committees,
each of which, to the extent provided in the resolution designating it, shall
have the authority of the Board of Directors with the exception of any authority
the delegation of which is prohibited by law. A majority of any such committee
may determine its action and fix the time and place of its meetings, unless the
Board of Directors shall otherwise provide. The Board of Directors shall have
power at any time to fill vacancies in, to change the membership of, to
designate alternate members of, or to discharge any such committee. All actions
of the Executive Committee shall be recorded in the minutes of the Committee and
reported to the Board of Directors at its meeting next succeeding such action.
All actions of other committees shall be recorded in the minutes of each such
committee and reported to the Board of Directors (or in the case of committees
appointed by the Executive Committee, to the Executive Committee) at its meeting
next succeeding such action. The Board of Directors may allow members of the
Executive Committee or any other committee designated by the Board of Directors
or the Executive Committee a fixed fee and expenses of attendance for attendance
at meetings of such committee. Members of such committees may also receive
stated fees for their services as committee members as determined by the Board
of Directors. Nothing herein contained shall be construed to preclude any
committee member from serving the Corporation in any other capacity as officer,
agent or otherwise, and receiving compensation therefor.

        Section 2.8 Compensation of Directors. The Board of Directors may, by
resolution, provide for payment to directors of a fixed fee for their services
as directors, without regard for attendance at meetings of the Board, and for
payment of expenses for attendance at such meetings. Nothing herein contained
shall be construed as precluding any director from serving the Corporation in
any other capacity as member of a committee, officer, agent or otherwise and
receiving compensation therefor.

        Section 2.9 Honorary Directors. The Board of Directors may from time to
time name, in its discretion, any director who shall have resigned or shall have
declined nomination for





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a further term, an Honorary Director for such term as the Board of Directors by
resolution shall establish. An Honorary Director may, at the invitation of the
Chairman of the Board, attend meetings of the Board of Directors. Honorary
Directors shall not be entitled to vote on any business coming before the Board
of Directors nor shall any Honorary Director be counted for the purpose of
determining the number necessary to constitute a quorum, for the purpose of
determining whether a quorum is present or for any other purpose whatsoever. The
termination of any person's relationship with the Corporation as Honorary
Director shall not be deemed to create a vacancy in the position of Honorary
Director. By resolution of the Board of Directors a fixed annual fee may be
allowed to an Honorary Director. Honorary Directors shall not be directors of
the Corporation and shall not have rights, privileges or powers other than those
specifically provided in this Section 2.9 or as may be specifically given or
assigned by the Board of Directors.

        Section 2.10 Dividends. Subject always to the provisions of law and the
Charter, the Board of Directors shall have full power to determine whether any,
and if any, what part of any, funds legally available for the payment of
dividends shall be declared as dividends and paid to shareholders; the division
of the whole or any part of such funds of the Corporation shall rest wholly
within the lawful discretion of the Board of Directors, and it shall not be
required at any time, against such discretion, to divide or pay any part of such
funds among or to the shareholders as dividends or otherwise; and before payment
of any dividend, there may be set aside out of any funds of the Corporation
available for dividends such sum or sums as the Board of Directors from time to
time, in its absolute discretion, deems proper as a reserve or reserves to meet
contingencies, or for equalizing dividends, or for repairing or maintaining any
property of the Corporation, or for such other purpose as the Board of Directors
shall deem conducive to the interest of the Corporation, and the Board of
Directors may modify or abolish any such reserve in the manner in which it was
created.

        Section 2.11 Resignation; Removal of Directors. A director may resign at
any time upon delivery of written notice to the Board of Directors, Chairman of
the Board, President or the Corporation. Such resignation shall be effective
upon delivery unless the notice specifies a later effective date. At any special
meeting of the shareholders, duly called as provided in these Bylaws, any
director or directors may be removed from office by the shareholders, with or
without cause, and such director's successor or directors' successors may be
elected at such meeting. One (1) or more




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directors may be removed for cause by a majority of the entire Board of
Directors.

        Section 2.12 Actions Without Meetings. Any action required or permitted
to be taken by the Board of Directors or by any committee thereof may be taken
without a meeting if a majority of all members of the Board of Directors or of
any such committee consent in writing to the adoption of a resolution
authorizing the action. The resolution and the written consents thereto by the
members of the Board of Directors or of any such committee shall be filed with
the minutes of the proceedings of the Board of Directors or of any such
committee.

        Section 2.13 Electronic Communication. Any one or more members of the
Board of Directors or any committee thereof may participate in a meeting of the
Board of Directors or any such committee by means of a conference telephone or
similar communications equipment allowing all persons participating in the
meeting to hear each other at the same time. Participation by such means shall
constitute presence in person at a meeting.

                                   ARTICLE III

                                    OFFICERS

        Section 3.1 Election. The Board of Directors promptly after the election
thereof held in each year, shall elect the officers of the Corporation, which
shall include a President and a Secretary, and which may include a Chairman of
the Board, one (1) or more Vice Presidents, a Treasurer, and a Controller, and
may also include Assistant Secretaries, Assistant Treasurers, Assistant
Controllers and such other officers, agents and employees as the Board may from
time to time deem proper, who shall hol their offices for such term and shall
exercise such powers and perform such duties as shall be determined from time to
time by the Board of Directors. The Board of Directors shall fix the salaries of
the Chairman of the Board, the President, and Vice Presidents, the Treasurer,
the Controller and the Secretary. Unless fixed by the Board of Directors or a
committee thereof, the salaries of all other officers, agents and employees
shall be fixed by the Chief Executive Officer. Any two (2) or more offices may
be held by the same person except the offices of President and Secretary. The
Chairman of the Board shall be a member of the Board of Directors.




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        Section 3.2 Term. The term of office of all officers shall be until
their respective successors have been elected and qualified, but any officer may
be removed from office, either with or without cause, at any time by the
affirmative vote of a majority of the whole Board of Directors. Any vacancy in
any office arising from any cause may be filled for the unexpired portion of the
term by the Board of Directors.

        Section 3.3 Duties. The officers of the Corporation shall each have such
powers and duties as are set forth in these Bylaws and such additional powers
and duties as from time to time may be conferred upon them by the Board of
Directors, and, subject thereto, such powers and duties as generally pertain to
their respective offices, and the Board of Directors may from time to time
impose and confer any or all of the powers and duties hereinafter specifically
prescribed for any officer upon any other officer or officers.

        Section 3.4 Resignation; Removal of Officers. An officer may resign at
any time upon delivery of notice to the Corporation. Such resignation shall be
effective upon delivery unless the notice specifies a later effective date. In
the event that an officer specifies in his notice a later effective date, and
the Corporation accepts the future effective date, the Board may fill the
pending vacancy prior to the effective date; provided, however, that the Board
designates that the successor officer does not take office until such effective
date. Any officer may be removed from office, either with or without cause, at
any time by the affirmative vote of a majority of the whole Board of Directors.
Further, any officer or assistant officer, if appointed by another officer, may
likewise be removed by such officer.

        Section 3.5 Chairman of the Board. The Chairman of the Board shall
preside at all meetings of the shareholders and the Board of Directors at which
he shall be present and shall furnish advice and counsel to the Board of
Directors. In the absence of a Chief Executive Officer, the Chairman of the
Board shall be the Chief Executive Officer of the Corporation. The Chairman of
the Board shall exercise the powers and perform the duties usual to a chairman
of the board of a corporation, and shall hav such other powers and duties as may
be assigned to him by the Board of Directors.

        Section 3.6 Chief Executive Officer. The Chief Executive Officer shall
be the chief executive officer of the Corporation and direct the business,
affairs and property of the Corporation. The Chief Executive Officer shall
exercise the powers and perform the duties usual to a chief executive




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officer and shall have such other powers and duties as may be assigned to him
from time to time by the Board of Directors. In the absence of a Chairman of the
Board, the Chief Executive Officer shall preside at all meetings of the
shareholders and the Board of Directors.

        Section 3.7 President. The President, in the absence of a Chairman of
the Board or a Chief Executive Officer, shall preside at all meetings of the
shareholders and the Board of Directors at which he shall be present. The
President shall be the Chief Operating Officer and shall direct the operations
of the business of the Corporation, and report to the Chief Executive Officer.
In the absence of a Chief Executive Officer or a Chairman of the Board, the
President shall report directly to the Boar of Directors. In the absence of a
Chief Executive Officer, and in the event the Board of Directors has not vested
such powers in a Chairman of the Board, the President shall be the Chief
Executive Officer. He shall have such other powers and duties as may be assigned
to him from time to time by the Board of Directors.

        Section 3.8 Vice Presidents. The Vice Presidents shall be of such number
and shall have such titles of designation as may be determined from time to time
by the Board of Directors. They shall perform such duties as may be assigned to
them, respectively, from time to time by the Board of Directors.

        Section 3.9 Secretary. The Secretary shall give, or cause to be given,
notice of all meetings of shareholders and directors, and all other notices
required by law or by these Bylaws, and in the case of his absence or refusal or
neglect so to do, any such notice may be given by any person thereunto directed
by the Chairman of the Board, or by the directors or shareholders upon whose
request the meeting is called as provided in these Bylaws. He shall record all
the proceedings of the meetings of shareholders, the Board of Directors and
Executive Committee in a book to be kept for that purpose, and shall perform
such other duties as may be assigned to him by the Board of Directors or the
Chief Executive Officer. The Secretary shall have the custody of the records and
the seal, if any, of the Corporation. He shall affix the seal, if any, to any
instrument requiring it, when signed by a duly authorized officer or when
specifically authorized by the Board of Directors or the Chairman of the Board,
and attest the same. In the absence or incapacity of the Secretary, any
Assistant Secretary may affix the seal, if any, to any such instrument and
attest the same.

        Section 3.10 Assistant Secretaries. The Assistant Secretaries shall have
such powers and shall perform such




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duties as may be assigned to them from time to time by the Board of Directors,
the Chief Executive Officer or the Secretary.

        Section 3.11 Treasurer. The Treasurer shall be responsible for
establishing and executing programs providing for long and short term financing
needs of the Corporation. He shall establish policies for the receipt, custody
and disbursement of the Corporation's monies and securities, and for investment
of the Corporation's funds. He shall perform such other duties as may be
assigned to him from time to time by the Board of Directors or the Chief
Executive Officer.


        Section 3.12 Assistant Treasurers. The Assistant Treasurers shall have
such powers and shall perform such duties as may be assigned to them from time
to time by the Board of Directors, the Chief Executive Officer or the Treasurer.

        Section 3.13 Controller. The Controller shall be responsible for the
development and maintenance of accounting policies and systems properly to
record, report and interpret the financial position and the results of
operations of the Corporation. He shall be responsible for development and
maintenance of adequate plans for the financial control of operations and the
protection of the assets of the Corporation. He shall perform such other duties
as may be assigned to him from time to time by the Board of Directors or the
Chief Executive Officer.

        Section 3.14 Assistant Controllers. The Assistant Controllers shall have
such powers and shall perform such duties as may be assigned to them from time
to time by the Board of Directors, the Chief Executive Officer or the
Controller.


        Section 3.15 Presiding Officer at Meetings of the Shareholders and Board
of Directors. The presiding officer at any meeting of the shareholders or the
Board of Directors at which the Chairman of the Board and the Chief Executive
Officer are absent shall be the President, or such other officer designated to
so preside by the Chairman of the Board. If the Chairman of the Board, for any
reason, shall not have designated any officer to preside at any such meeting,
then the Chief Executive Officer o President shall preside. In the event that
both the Chief Executive Officer and President shall be absent, then the
Executive Vice President-Finance, if there be such an officer, and he is a
member of the Board, shall preside. If the Executive Vice President-Finance
shall also be absent or if there be no such




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officer, then the most senior (in terms of time served in the office of
Executive Vice President) of the other Executive Vice Presidents, if there be
such an officer, and he is a member of the Board, shall preside.

        Section 3.16 Corporation as Security Holder. Unless otherwise ordered by
the Board of Directors, the President, or, in the event of the President's
inability to act, the Vice President designated by the Board of Directors to act
in the absence of the President or, in the absence of such designation, in the
order of such Vice President's seniority, shall have full power and authority on
behalf of the Corporation to attend and to act and to vote at any meetings of
security holders of corporations in which the Corporation may hold securities,
and at such meetings shall possess and may exercise any and all rights and
powers incident to the ownership of such securities, and which as the owner
thereof the Corporation might have possessed and exercised, if present. The
Board of Directors by resolution from time to time may confer like powers upon
any other person or persons.

                                   ARTICLE IV

                        CERTIFICATES REPRESENTING SHARES

        Section 4.1 Certificates; Signatures. The interest of each shareholder
of the Corporation shall be evidenced by certificates representing shares in
such form not inconsistent with the Charter as the Board of Directors may from
time to time prescribe. Certificates representing shares shall have set forth
thereon the statements prescribed by law and shall be signed by the Chairman,
President or a Vice President and by the Secretary or an Assistant Secretary or
Treasurer or an Assistant Treasurer and may be sealed with the corporate seal or
a facsimile thereof. The signatures of the officers upon a certificate may be
facsimiles if the certificate is countersigned by a transfer agent or registered
by a registrar other than the Corporation itself or its employee. In case any
officer who has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer before such certificate is
issued, it may be issued by the Corporation with the same effect as if such
officer were an officer at the date of its issue.

        Section 4.2 Transfer of Shares. Upon compliance with provisions
restricting the transferability of shares, if any, transfers of shares of the
Corporation shall be made only on the share record of the Corporation by the
registered holder thereof, or by such holder's attorney thereunto authorized by




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power of attorney duly executed and filed with the Secretary of the Corporation
or with a transfer agent or a registrar, if any, and upon the surrender of the
certificate or certificates for such shares properly endorsed and the payment of
all taxes due thereon. A certificate representing shares shall not be issued
until the full amount of consideration therefor has been paid, except as the
Business Corporation Act may otherwise permit.

        Section 4.3 Fractional Shares. The Corporation may issue certificates
for fractions of a share where necessary to effect transactions authorized by
the Business Corporation Act which shall entitle the holder, in proportion to
such holder's fractional holdings, to exercise voting rights, receive dividends
and participate in liquidating distributions; or the Corporation may pay in cash
the value of fractions of a share as of the time when those entitled to receive
such fractions is determined; or it may issue scrip in registered or bearer form
over the manual or facsimile signature of an officer of the Corporation or of
its agent, exchangeable as therein provided for full shares, but such scrip
shall not entitle the holder to any rights of a shareholder except as therein
provided. The Board of Directors shall have power and authority to make all such
rules and regulations as it may deem expedient concerning the issue, transfer
and registration of certificates representing shares of the Corporation.

        Section 4.4 Replacement Certificates. No certificates representing
shares shall be issued in place of any certificate alleged to have been lost,
destroyed or stolen, except on production of such evidence of such loss,
destruction or theft as the Board of Directors may require, and on delivery to
the Corporation, if the Board of Directors shall so require, of a bond of
indemnity in such amount, upon such terms and secured by such surety as the
Board of Directors may in its discretion require.

        Section 4.5 Registered Shareholders. The Corporation shall be entitled
to treat the holder of record of any share or shares of stock as the holder in
fact thereof and, accordingly, shall not be bound to recognize any equitable or
other claim to, or interest in such share or shares on the part of any other
person, whether or not it shall have express or other notice thereof, except as
otherwise provided by the laws of the State of Tennessee.




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<PAGE>   16




                                    ARTICLE V

                                   FISCAL YEAR

        The fiscal year of the Corporation shall be fixed from time to time by
resolution of the Board of Directors.

                                   ARTICLE VI

                                 CORPORATE SEAL

        The Corporation may, but shall not be required to, adopt a corporate
seal. The corporate seal shall have inscribed thereon the name of the
Corporation and the year of its incorporation, and shall be in such form and
contain such other words and/or figures as the Board of Directors shall
determine. The corporate seal may be used by printing, engraving, lithographing,
stamping or otherwise making, placing or affixing, or causing to be printed,
engraved, lithographed, stamped or otherwise made, placed or affixed upon any
paper or document, by any process whatsoever, an impression, facsimile or other
reproduction of said corporate seal.


                                   ARTICLE VII

                                 INDEMNIFICATION

        The Corporation shall indemnify to the full extent permitted by law any
person made or threatened to be made a party to any action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that such person or such person's testator or intestate is or was a director,
officer or employee of the Corporation or serves or served at the request of the
Corporation any other enterprise as a director, officer or employee. Expenses
incurred by any such person in defending any such action, suit or proceeding
shall be paid or reimbursed by the Corporation promptly upon receipt by it of an
undertaking of such person to repay such expenses if it shall ultimately be
determined that such person is not entitled to be indemnified by the
Corporation. The rights provided to any person by this bylaw shall be
enforceable against the Corporation by such person who shall be presumed to have
relied upon it in serving or continuing to serve as a director, officer or
employee as provided above. No amendment of this bylaw shall impair the rights
of any person arising at any time with respect to events occurring prior to such
amendment. For purposes of




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this article, the term "Corporation" shall include any predecessor of the
Corporation and any constituent corporation (including any constituent of a
constituent) absorbed by the Corporation in a consolidation or merger; the term
"other enterprise" shall include any corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise; service "at the request of the
Corporation" shall include service as a director, officer or employee of the
Corporation which imposes duties on, or involves services by, such director,
officer or employee with respect to an employee benefit plan, its participants
or beneficiaries; any excise taxes assessed on a person with respect to an
employee benefit plan shall be deemed to be indemnifiable expenses; and action
taken or omitted by a person with respect to an employee benefit plan which such
person reasonably believes to be in the interest of the participants and
beneficiaries of such plan shall be deemed to be action not opposed to the best
interests of the Corporation.

                                  ARTICLE VIII

                                     GENERAL

        Section 8.1 Financial Reports. The directors may appoint the Treasurer
or other fiscal officer and/or the Secretary or any other officer to cause to be
prepared and furnished to shareholders entitled thereto any special financial
notice and/or financial statement, as the case may be, which may be required by
any provision of law.

        Section 8.2 Books and Records. The Corporation shall keep correct and
complete books and records of account and shall keep minutes of the proceedings
of the shareholders, of the Board of Directors, and/or any committee which the
directors may appoint, and shall keep at the office of the Corporation in the
State of Tennessee or at the office of the transfer agent or registrar, if any,
in said state, a record containing the names and addresses of all shareholders,
the number and class of shares held by each, and the dates when such
shareholders respectively became the owners of record thereof. Any of the
foregoing books, minutes or records may be in written form or in any other form
capable of being converted into written form within a reasonable time.




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                                   ARTICLE IX

                                   AMENDMENTS

        An affirmative vote of a majority of the shareholders entitled to vote
in the election of directors may make, alter, amend or repeal the Bylaws and may
adopt new Bylaws. Except as otherwise required by law, the Charter or by the
provisions of these Bylaws, the Board of Directors may also make, alter, amend
or repeal the Bylaws and adopt new Bylaws, but Bylaws adopted by the Board of
Directors may be altered, amended or repealed by the said shareholders.




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