<PAGE>1
                                CHARTER

                                  OF

                      FIRST CITIZENS BANCSHARES, INC.

The  undersigned  natural  person or persons,  having  capacity to contract  and
acting as the incorporator or incorporators of a corporation under the Tennessee
General Corporation Act, adopt the following charter for such corporation:

l.      The name of the corporation is First Citizens Bancshares, Inc.

2.      The duration of the corporation is perpetual.

3.      The address of the principal office of the corporation in the State of
        Tennessee shall be Court and Mill Streets, Dyersburg, Tennessee,
        County of Dyer.

4.      The corporation is for profit.

5.      The  principal  purpose for which the  corporation  is  organized  is to
        engage in banking and  non-banking  activities of a bank holding company
        which is registered  with the Board of Governors of the Federal  Reserve
        System under the Federal Bank Holding  Company Act of 1956,  as amended.
        This corporation may engage in any and all lawful businesses allowed for
        such a bank holding company under state and federal law.

6.      The  maximum  number of  shares  which the  corporation  shall  have the
        authority to issue is Seven  Hundred  Fifty  Thousand  (750,000)  shares
        which shall have a par value of Ten Dollars ($10.00).

7.      The corporation  will not commence  business until  consideration  of an
        amount not less than One Thousand Dollars  ($1,000.00) has been received
        for the issuance of shares.

8.      The capital stock of the  corporation  may be issued for valid corporate
        purposes upon authorization by the Board of Directors of the corporation
        without prior stockholder approval.

9.      The affirmative vote of the holders of not less than eighty  percent
       (80%) of the  outstanding  voting  stock of the corporation is required
        in the event that the Board of Directors of the corporation does  not
        recommend to the stockholders of the corporation a vote in favor of (1)
        a merger or consolidation of the corporation  with, or (2) a sale,
        exchange or lease of all or substantially all of the assets of the
        corporation to, any person or entity.  For purposes of this provision,
        substantially all of the assets shall mean assets having a fair market
        value or book value, whichever is greater, of 25 percent or more of the
        total assets as reflected on a balance sheet of the corporation as of a
        date no earlier than 45 days prior to any acquisition of such  assets.
        The affirmative vote of the holders of not less than eighty percent
        (80%) of the outstanding voting stock of the corporation is required to
        amend or repeal the provisions of this Section 9.

10.     The Board of Directors of the corporation  shall consist of a maximum of
        twenty-two (22) stockholders of the corporation. The affirmative vote of
        the holders of not less than  eighty  percent  (80%) of the  outstanding
        voting  stock of the  corporation  is  required  to amend or repeal  the
        provisions of this Section 11.


11.     The  holders of the shares of the corporation shall have no preemptive
        right, as defined in Section 48-713 of the Tennessee General
        Corporation Act.

Dated     December 13, 1982


      <PAGE>2

                    ARTICLES OF AMENDMENT TO THE CHARTER

                                    OF

                       FIRST CITIZENS BANCSHARES, INC.


     Pursuant to the provisions of Section 48-303 of the Tennessee General

Corporation Act, the undersigned corporation adopts the following articles of

amendment to its Charter:

     l.    The name of the corporation is First Citizens Bancshares, Inc.

     2.    The amendments adopted are:

a.   The corporation hereby adopts the following article as Article 12 of its
     Charter:

     At all  times  each  holder  of common  stock of the  corporation  shall be
     entitled  to one vote for each share of such stock  standing in his name on
     the  books  of  the  corporation.  At all  elections  of  directors  of the
     corporation, each holder of common stock shall be entitled to as many votes
     as shall equal the number of votes which  (except  for this  provision)  he
     would then be entitled to cast for the election of  directors  with respect
     to his shares  multiplied by the number of directors upon whose election he
     is then  entitled  to vote,  and he may cast all of such votes for a single
     candidate or may distribute them among some or all of the candidates, as he
     may see fit.

b.   The corporation hereby adopts the following amendment to
     Section 10 of its Charter:

     The  reference  to "Section  11" in the last line of Section 10 of the
corporation's Charter is amended to read "Section 10."

     3.         The amendment was duly adopted by unanimous written

                consent of the shareholders on June 14, 1983.

     4.         The amendment shall be effective upon the filing of

                these Articles with the Secretary of State.

     Dated June 17, 1983.



                                FIRST CITIZENS BANCSHARES, INC.




                                By: (Stallings Lipford)
                                     Stallings Lipford, President


      <PAGE>3

                  ARTICLES OF AMENDMENT TO THE CHARTER
                                 OF
                    FIRST CITIZENS BANCSHARES, INC.
                        CONTROL NUMBER 0123149

     Pursuant to the provisions of Section 48-20-106 of the Tennessee

Business Corporation Act, the undersigned corporation adopts the following

articles of amendment to its Charter:

     l. The name of the corporation is: FIRST CITIZENS
                     BANCSHARES, INC.

     2. The amendments adopted are:

        A.  Article 6 is amended to read as follows:

            The maximum number of shares which the Corporation shall
            have  authority  to issue is 10,000,000 shares of voting
            common stock having $1.00 par value.

        B.  Article 10 regarding the maximum number of
            directors is deleted.  The vote of 80% of the
            outstanding shares was obtained to delete this
            provision.

     3.  The corporation is a for-profit corporation.

     4.  There will be no exchange, reclassification, or cancellation of issued
         shares as a result of this amendment.

     5.  The amendment was duly adopted on April 15, 1998, by the shareholders.

     6.  The amendment is to be effective when these articles are filed by the
         Secretary of State.

        Dated April 16, 1998.


                           FIRST CITIZENS BANCSHARES, INC.



                           By: (Katie Winchester)
                                Katie Winchester, President


     <PAGE>4
                     AMENDMENTS TO ARTICLES OF ASSOCIATION
                                     OF
                        FIRST CITIZENS BANCSHARES, INC.

                           CONTROL NUMBER 0123149

    Pursuant to the provisions of Section 48-303 of the Tennessee

        General Corporation Act, the undersigned corporation adopts the

        following articles of amendment to its Charter:


     1. The name of the corporation is First Citizens Bancshares, Inc.

     2. The amendments adopted are:

            a.     The corporation hereby adopts the following amendment
                   to Article 6 of its Charter by restating as follows:

                   Article  6:  The  maximum   number  of  shares  which  the
                   Corporation   shall  have  the   authority   to  issue  is
                   seven-hundred  fifty thousand (750,000) shares which shall
                   have a par value of Ten Dollars ($10.00).

            b.     The Corporation hereby adopts the following as Article
                   13 of its Charter:

                   Article 13: Indemnification of Directors and Officers.

                   Section 1. Right to  Indemnification.  Each person who was
                   or is made a party or is  threatened to be made a party to
                   or  is   otherwise   involved  in  any  action,   suit  or
                   proceeding,  whether civil,  criminal,  administrative  or
                   investigative  (hereinafter a "proceeding"),  by reason of
                   the fact that he or she is or was a director or officer of
                   the Corporation or is or was serving at the request of the
                   Corporation   as  a   director   or   officer  of  another
                   corporation or of a partnership,  joint venture,  trust or
                   other  enterprise,  including  service  with respect to an
                   employee  benefit  plan   (hereinafter  an  "indemnitee"),
                   whether the basis of such  proceeding is alleged action in
                   an  official  capacity  as a director or officer or in any
                   other  capacity  while  serving as a  director  or officer
                   shall be indemnified  and held harmless by the Corporation
                   to the fullest extent authorized by applicable Federal and
                   state law, as the same exists or may  hereafter be amended
                   (but,  in the  case  of any  such  amendment,  only to the
                   extent  that such  amendment  permits the  Corporation  to
                   provide  broader  indemnification  rights  than  such  law
                   permitted  the   Corporation  to  provide  prior  to  such
                   amendment),   against  all  expense,  liability  and  loss
                   (including attorneys' fees, judgments,  fines ERISA excise
                   taxes  or  penalties  and  amounts  paid  in   settlement)
                   reasonably  incurred  or suffered  by such  indemnitee  in
                   connection  therewith  and  such   indemnification   shall
                   continue  as to  an  indemnitee  who  has  ceased  to be a
                   director  or officer and shall inure to the benefit of the
                   indemnitee's heirs, executors and administrators provided,
                   however, that, except as provided in Section 2 hereof with
                   respect   to    proceedings    to   enforce    rights   to
                   indemnification,  the Corporation shall indemnify any such
                   indemnitee  in  connection  with  a  proceeding  (or  part
                   thereof)   initiated  by  such  indemnitee  only  if  such
                   proceeding  (or part thereof) was  authorized by the board
                   of   directors   of  the   Corporation.   The   right   to
                   indemnification conferred in this Article shall be a


      <PAGE>5

                   contract  right and shall  include the right to be paid by
                   the  Corporation  the expenses  incurred in defending  any
                   such  proceeding  in  advance  of  its  final  disposition
                   (hereinafter  an  "advancement  of  expenses");  provided,
                   however,  that if the  applicable  Federal  and  state law
                   requires,  an  advancement  of  expenses  incurred  by  an
                   indemnitee in his or her capacity as a director or officer
                   (and not in any other  capacity in which service was or is
                   rendered   by   such   indemnitee,    including,   without
                   limitation,  service to an employee benefit plan) shall be
                   made only upon the following:

   (i)
        delivery  to  the  Corporation  of  an  undertaking  (hereinafter  an
        "undertaking"),  by or on  behalf  of such  indemnitee,  to repay all
        amounts so advanced if it shall  ultimately  be  determined  by final
        judicial  decision  from which  there is no  further  right to appeal
        (hereinafter  a "final  adjudication"),  that such  indemnitee is not
        entitled to be  indemnified  for such expenses  under this Section or
        otherwise;

  (ii)  delivery  to the  Corporation  by  the  indemnitee  of a  written
        affirmation  by the  indemnitee  of his good faith belief that he
        has (a)  conducted  himself in good faith;  and (b) he reasonably
        believed  in  the  case  of  his  official   capacity   with  the
        Corporation,  that his  conduct was in its best  interest;  (c)he
        reasonably  believed in all other cases,  that his conduct was at
        least not  opposed to its best  interest;  and (d) in the case of
        any criminal  proceeding,  he had no reasonable  cause to believe
        his conduct was unlawful;

(iii)   a  determination  is made on the facts then known to those making
        the  determination  would  not  preclude   indemnification  under
        Tennessee law.

   Section 2.  Right of Indemnitee to Bring Suit.
   If a  claim  under  Section  1 of  this  Article  is not  paid in full by the
   Corporation  within sixty days after a written claim has been received by the
   Corporation, except in the case of a claim for an advancement of expenses, in
   which case the applicable  period shall be twenty days, the indemnitee may at
   any time thereafter  bring suit against the Corporation to recover the unpaid
   amount of the claim.  If  successful in whole or in part in any such suit, or
   in a suit brought by the  Corporation  to recover an  advancement of expenses
   pursuant to the terms of an undertaking,  the indemnitee shall be entitled to
   be paid also the expense of  prosecuting  or defending  such suit. In (i) any
   suit  brought  by the  indemnitee  to  enforce  a  right  to  indemnification
   hereunder  (but not in a suit brought by the indemnitee to enforce a right to
   an  advancement of expenses) it shall be a defense that, and (ii) in any such
   suit by the Corporation to recover an advancement of expenses pursuant to the
   terms of an under-taking  the  Corporation  shall be entitled to recover such
   expenses  upon a final  adjudication  that,  the  indemnitee  has not met the
   application  standard of conduct set forth in the Tennessee law.  Neither the
   failure of the  Corporation  (including  its board of directors,  independent
   legal counsel, or its stockholders) to have made a determination prior to the
   commencement of such suit that indemnification of the indemnitee is proper in
   the circumstances  because the indemnitee has met the application standard of
   conduct set forth in the Tennessee  law, nor an actual  determination  by the
   Corporation (including its board of directors,  independent legal counsel, or
   its stockholders) that the indemnitee has not met such applicable standard of
   conduct,  shall  create a  presumption  that the  indemnitee  has not met the
   applicable standard


      <PAGE>6

     of conduct or, in the case of such a suit brought by the  indemnitee,  be a
     defense to such suit.  In any suit brought by the  indemnitee  to enforce a
     right to indemnification or to an advancement of expenses hereunder,  or by
     the Corporation to recover an advancement of expenses pursuant to the terms
     of an  undertaking,  the  burden  of  proving  that the  indemnitee  is not
     entitled to be indemnified,  or to such advancement of expenses, under this
     Article or otherwise shall be on the Corporation.

     Section 3.  Non-Exclusivity of Rights.
     The rights to indemnification  and to the advancement of expenses conferred
     in this Article  shall not be exclusive of any other right which any person
     may have or hereafter acquire under any statute, the Corporation's Articles
     of Incorporation,  bylaw, agreement,  vote of stockholders or disinterested
     directors or otherwise.

     Section 4.  Insurance.
     The Corporation may maintain  insurance,  at its expense, to protect itself
     and any  director  or officer of the  Corporation  or another  corporation,
     partnership,  joint venture, trust or other enterprise against any expense,
     liability or loss,  whether or not the Corporation  would have the power to
     indemnify  such  person  against  such  expense,  liability  of loss  under
     Tennessee Business Corporations Law.

     Section 5. Indemnification of Employees and Agents of the Corporation.  The
     Corporation may, to the extent authorized from time to time by the board of
     directors,  grant  rights to  indemnification,  and to the  advancement  of
     expenses to any employee or agent of the  Corporation to the fullest extent
     of the provisions of this Section with respect to the  indemnification  and
     advancement of expenses of directors and officers of the Corporation.

         c.     The Corporation hereby adopts the following as Article
                14 of its Charter:

     Article 14:  Elimination of Liability of Directors for Monetary Damages
     for Certain Alleged Breaches of Fiduciary Duty

       A director  of this  corporation  shall not be  personally  liable to the
       corporation  or its  stockholders  for  monetary  damages  for  breach of
       fiduciary duty as a director,  except for liability (I) for any breach of
       the director's  duty of loyalty to the  corporation or its  stockholders;
       (ii) for acts or omissions not in good faith or which involve intentional
       misconduct or a knowing  violation of law;  (iii) or under TCA 48-18-304.
       No provision  will eliminate or limit the liability of a director for any
       act or omission  occurring prior to the date when such provisions  become
       effective.

3.     The  amendments  were  duly  adopted  by a  majority  vote of the
       shareholders on April 18, 1989.

4.     The amendment  shall  be  effective  upon  the  filing  of these
       Articles with the Secretary of State.

     Dated May 2, 1989.



                        FIRST CITIZENS BANCSHARES, INC.




                           By:  (Stallings Lipford)
                                 Stallings Lipford, President


     <PAGE>7

                          ARTICLES OF AMENDMENT TO THE CHARTER
                                            OF
                             FIRST CITIZENS BANCSHARES, INC.

                                     CONTROL #0123149

     Pursuant  to the  provisions  of Section  48-303 of the  Tennessee  General
Corporation Act, the undersigned  corporation  adopted the following  article of
amendment to its Charter:

        1.     The name of the corporation is First Citizens Bancshares, Inc.

        2.     The amendment adopted is:

               a.  The corporation hereby adopts the following amendment to
                   Article 6 of its Charter by restating as follows:

        Article 6: The maximum number of shares which the Corporation shall have
        the authority to issue is two million (2,000,000)  shares which shall
        have a par value of One Dollar ($1.00)

        3.     The amendment was duly adopted by a majority vote of the
               shareholders on April 20, 1994.

        4.     The amendment shall be effective upon the filing of this Article
               with the Secretary of State.



        Dated May 25, 1994




                              First Citizens Bancshares, Inc.


                                   By: (Katie Winchester)
                              Katie Winchester, President

     <PAGE>8
                                  BYLAWS OF
                       FIRST CITIZENS BANCSHARES, INC.

                                  ARTICLE I
                           MEETINGS OF SHAREHOLDERS

          l. Annual  Meeting.  The annual  meeting of the shareholders of First
     Citizens  Bancshares,  Inc. (the  "Corporation") shall be held on the
     second Tuesday in April of each year at its principal office unless a
     different time or place, either within or without Tennessee, is designated
     by the Directors.

          2. Special  Meetings.  Special  meetings of the shareholders may be
     called by any director  and/or the President and Chief  Executive  Officer;
     provided,  however,  that a  special  meeting  at which a  tender  offer or
     exchange offer, a merger or  consolidation  of the Corporation with or into
     another  corporation,  or any offer to purchase or otherwise acquire all or
     substantially all of the assets of the Corporation are to be considered may
     be  called  only  by the  President  and  Chief  Executive  Officer  of the
     Corporation.  The  place  of  such  meetings  shall  be  designated  by the
     directors.

          3. Notice of Shareholder  Meetings.  Written or printed notice stating
     the place,  day,  and hour of the  meeting,  and,  in the case of a special
     meeting,  the purpose or  purposes  for which the meeting is called and the
     person or persons calling the meeting, shall be delivered either personally
     or by mail by or at the direction of the President,  Secretary, officer, or
     person  calling the meeting,  to each  shareholder  entitled to vote at the
     meeting.  If mailed, such notice shall be mailed not less than ten (10) nor
     more than sixty (60) days  before the date of the  meeting,  by  depositing
     such notice in the United States mail  addressed to the  shareholder at his
     address as it appears on the stock transfer books of the Corporation,  with
     postage  thereon  prepaid.  If delivered  personally,  such notice shall be
     delivered  not less than five (5) nor more than sixty (60) days  before the
     date of the meeting,  and shall be deemed delivered when actually  received
     by the  shareholder.  The person  giving such notice shall certify that the
     notice required by this paragraph has been given.

          4.  Quorum  Requirements.  A majority  of the shares  entitled to vote
     shall constitute a quorum for the transaction of business. A meeting may be
     adjourned  despite  the  absence of a quorum,  and  notice of an  adjourned
     meeting  need not be given if the time and  place to which the  meeting  is
     adjourned are announced at the meeting at which the  adjournment  is taken.
     When a quorum is present at any  meeting,  a majority  in  interest  of the
     stock there  represented  shall  decide any  question  brought  before such
     meeting,  unless the  question is one upon which,  by express  provision of
     this Corporation's  charter,  these bylaws, or by the laws of Tennessee,  a
     larger or different vote is required, in which case such express provisions
     shall govern the decision of such question.

          5. Voting and Proxies. Every shareholder entitled to vote at a meeting
     may do so either in person or by written proxy,  which proxy shall be filed
     with the  secretary of the meeting  before  being  voted.  Such proxy shall
     entitle the holders thereof to vote at any adjournment of such meeting, but
     shall not be valid after the final adjournment  thereof.  No proxy shall be
     valid  after the  expiration  of eleven  (11)  months  from the date of its
     execution unless otherwise provided in the proxy.






      <PAGE>9

                                ARTICLE II
                            BOARD OF DIRECTORS

         l.   Qualification  and  Election  of  Directors.   Directors  must  be
   shareholders.  The terms of the  initial  Board of  Directors  elected by the
   shareholder(s)  shall be set so as to  implement  staggered  terms,  i.e. the
   terms of one-third (or as near one-third as possible) of the directors  shall
   be one  year,  the  terms of  one-third  shall be two  years and the terms of
   one-third shall be three years. Thereafter,  one-third of the directors shall
   be  elected by a majority  of the votes  cast at each  annual  meeting of the
   shareholders,  or by  similar  vote at any  special  meeting  called  for the
   purpose, to serve three year terms. Each director shall hold office until the
   expiration of the term for which he is elected,  except as stated above,  and
   thereafter  until his successor has been elected and  qualified.  Any vacancy
   occurring in the Board of  Directors  shall be filled by  appointment  by the
   remaining directors, and any director so appointed shall serve until the next
   election,  for the remainder of the term of the director being  replaced,  or
   for a full term, at the option of the directors.

      2. Number. The maximum number of directors is fixed by the Charter and may
be altered  only by amendment  thereto,  but shall never be less than the number
required by law.  The Board of  Directors  may, by a vote of the majority of the
full Board, between annual meetings of the shareholders, increase the membership
of the Board up to the  maximum  number set out in the  Charter and by like vote
appoint qualified persons to fill the vacancies created thereby.

      3. Meetings.  The annual  meeting of the Board of Directors  shall be held
immediately after the adjournment of the annual meeting of the shareholders,  at
which time the officers of the Corporation shall be elected.  The Board may also
designate more frequent intervals for regular meetings.  Special meetings may be
called at any time by any one director or any two officers of the Corporation.

      4.  Notice of  Directors'  Meetings.  The  annual  and all  regular  Board
Meetings may be held without  notice.  Special  meetings  shall be held with not
less than one hour notice of such  meeting to be given to each  director,  which
notice shall be given on a best efforts basis by those calling the meeting.

      5. Quorum and Vote.  The  presence of a majority  of the  directors  shall
constitute a quorum for the transaction of business.  A meeting may be adjourned
despite the absence of a quorum,  and 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  thirty (30) days in any one  adjournment.  The vote of a majority of
the directors present at a meeting at which a quorum is present shall be the act
of the Board,  unless the vote of a greater  number is required by the  charter,
these bylaws, or by the laws of Tennessee.

      6. Appointment of Chairman,  Executive and Other Committees.  The Chairman
of the Board of Directors of the  corporation  shall also serve as an officer of
the corporation.  The Board of Directors,  by a resolution adopted by a majority
of its members, may designate an executive committee,  consisting of two or more
directors,  and other committees,  consisting of two or more persons, who may or
may not be directors, and may delegate to such Chairman, committee or committees
any and all  such  authority  as it  deems  desirable,  including  the  right to
delegate to an executive  committee  the power to exercise all the  authority of
the Board of  Directors  in the  management  of the affairs and  property of the
corporation.


     <PAGE>10

     7. Powers.  In addition to other powers  specifically set out herein
or that apply  under  Tennessee  or other  applicable  law,  the Board of
Directors  shall have the power to manage and  administer  the affairs of
the Corporation and to do and perform all lawful acts with respect to the
affairs of the Corporation except those that may be specifically reserved
to the shareholders under Tennessee or other applicable law.

     8.  Contracts  with  Interested  Directors.  No  contract  or  other
transaction  between this Corporation and any other  corporation shall be
affected by the fact that any director of this  Corporation is interested
in, or is a director  or officer  of,  such  other  corporation,  and any
director,  individually  or  jointly,  may  be a  party  to,  or  may  be
interested  in, any contract or  transaction  of this  Corporation  or in
which  this  Corporation  is  interested;   and  no  contract,  or  other
transaction,  of this Corporation with any person,  firm, or corporation,
shall be affected by the fact that any director of this  Corporation is a
party to, or is interested in, such contract, act, or transaction,  or is
in any way connected  with such person,  firm, or  corporation  and every
person who may become a director of this  Corporation is hereby  relieved
from any liability that might otherwise exist from  contracting  with the
Corporation  for the  benefit  of himself  or any firm,  association,  or
corporation in which he may be in any way interested.

     9.  Special  Considerations  by  Directors.  The  directors  of this
Corporation  shall  consider all factors they deem relevant in evaluating
any proposed tender offer or exchange offer for the Corporation's  stock,
any proposed  merger or  consolidation  of the  Corporation  with or into
another Corporation and any proposal to purchase or otherwise acquire all
of the assets of the  Corporation.  The directors shall evaluate  whether
the proposal is in the best  interests of the  Corporation by considering
the best  interests of the  shareholders  and other factors the directors
determine  to be  relevant,  including  the  social,  legal and  economic
effects  on  employees,  customers  and  the  communities  served  by the
Corporation  and its  subsidiary or  subsidiaries.  The  directors  shall
evaluate  the  consideration  being  offered to the  shareholders  of the
Corporation  in a  freely  negotiated  transaction,  and  the  directors'
estimate  of  the  future  value  of  shares  of  the  Corporation  as an
independent entity.

                                   ARTICLE III
                                    OFFICERS

     l. Number.  The Corporation shall have a President, a Chairman of
the Board, a Secretary,  and such other officers as the Board of
Directors shall from time to time deem necessary.  Any two or more
offices may be held by the same person, except the offices of president
and secretary.

     2.  Election and Term.  The officers shall be elected by the Board
at its annual  meeting  for terms of one year.  Each officer shall serve
until the expiration of the term which he is elected,  and  thereafter
until his successor has been elected and qualified.

     3. Duties.  All offices shall have such  authority and perform such
duties in the  management  of the  Corporation as are normally incident
to their offices and as the Board of Directors may from time to time
provide.


                                   ARTICLE IV
                      RESIGNATIONS, REMOVALS AND VACANCIES

     l.  Resignations.  Any officer or director may resign at any time
by giving  written notice to the Chairman of the Board of Directors, the
president, or the secretary.  Any such resignation shall take effect at
the time specified  therein, or, if no time is specified, then upon its
acceptance by the Board of Directors.



      <PAGE>11


     2.  Removal of  Officers.  Any officer or agent may be removed by the
Board of  Directors  whenever in its  judgment the best interests of the
Corporation will be served thereby.

     3.  Removal of  Directors.  Any or all of the  directors  may be removed
with cause by a proper vote of the shareholders or with cause by a majority
vote of the entire Board of Directors.

     4. Vacancies. Newly created directorships resulting from an increase in the
number of directors,  and vacancies  occurring in any office or directorship for
any reason,  including  removal of an officer or director,  may be filled by the
vote of a majority of the directors  then in office,  even if less than a quorum
exists.

                                 ARTICLE V
                               CAPITAL STOCK

     l. Stock  Certificates.  Every  shareholder  shall be entitled  to a
certificate  or  certificates  of capital  stock of the Corporation in such
form as may be  prescribed  by the Board of Directors.  Unless  otherwise
decided by the Board of Directors, such certificates shall be signed by two
officers of the Corporation.

    2. Transfer of Shares.  Any share or shares of stock may be  transferred  on
the books of the Corporation by delivery and surrender of the properly  assigned
certificate,  but subject to any  restrictions on transfer imposed by either the
applicable securities laws or any shareholder agreement.

     3. Loss of  Certificates.  In the case of the loss,  mutilation,  or
destruction  of a  certificate  of stock,  a  duplicate certificate may be
issued upon such terms as the Board of Directors shall prescribe.

                                ARTICLE VI
                            ACTION BY CONSENT

     Whenever the  shareholders  or directors  are required or permitted to take
any  action by vote,  such  action  may be taken  without a meeting  on  written
consent,  setting  forth  the  action so taken,  signed  by all the  persons  or
entities entitled to vote thereon.

                               ARTICLE VII
                 INDEMNIFICATION OF DIRECTORS AND OFFICERS

     1. Right to  Indemnification.  Each person who was or is made a party or is
threatened to be made a party to or is otherwise involved in any action, suit or
proceeding,   whether   civil,   criminal,   administrative   or   investigative
(hereinafter a  "proceeding"),  by reason of the fact that he or she is or was a
director  or officer  of the  Corporation  as a  director  or officer of another
corporation  or of a  partnership,  joint  venture,  trust or other  enterprise,
including  service with  respect to an employee  benefit  plan  (hereinafter  an
"indemnitee"),  whether  the basis of such  proceeding  is alleged  action in an
official  capacity  as a  director  or officer  or in any other  capacity  while
serving as a director or officer shall be  indemnified  and held harmless by the
Corporation  to the fullest  extend  authorized  by  Tennessee  law, as the same
exists or may hereafter be amended (but, in the case of any such amendment, only
to the extent that such amendment  permits the  Corporation  to provide  broader
indemnification  rights than such law permitted the Corporation to provide prior
to such amendment), against all expense, liability and loss (including attorneys
fees,  judgements,  fines ERISA excise  taxes or  penalties  and amounts paid in
settlement)  reasonably  incurred or suffered by such  indemnitee  in connection
therewith and such  indemnification  shall  continue as to an indemnitee who has
ceased to be a  director  or  officer  and  shall  inure to the  benefit  of the
indemnitee's  heirs,  executors and  administrators;  provided,  however,  that,
except as provided in Section 2



     <PAGE>12

hereof with respect to proceedings  to enforce rights to  indemnification,
the  Corporation  shall indemnify any such indemnitee in connection with a
proceeding  (or part thereof)  initiated by such  indemnitee  only if such
proceeding  (or part thereof) was  authorized by the board of directors of
the corporation.

     The right to  indemnification  conferred in this  Article  shall be a
contract  right and shall include the right to be paid by the  Corporation
the expenses  incurred in defending any such  proceeding in advance of its
final  disposition  (hereinafter an "advancement of expenses");  provided,
however,  that if the Tennessee law requires,  an  advancement of expenses
incurred by an  indemnitee in his or her capacity as a director or officer
(and not in any other capacity in which service was or is rendered by such
indemnitee,  including, without limitation, service to an employee benefit
plan) shall be made only upon the following:

(i)     delivery to the Corporation of an undertaking (hereinafter an
        "undertaking"),  by or on  behalf of such  indemnitee,  to repay all
        amounts  so  advanced  if it shall  ultimately  be  determined  by final
        judicial  decision  from  which  there is no  further  right  to  appeal
        (hereinafter  a  "final  adjudication"),  that  such  indemnitee  is not
        entitled  to be  indemnified  for such  expenses  under this  Section or
        otherwise;

(ii)    delivery  to  the   Corporation  by  the  indemnitee  of  a  written
        affirmation  by the  indemnitee of his good faith belief that he has
        a) conducted  himself in good faith; and (b) he reasonably  believed
        in the case of his official capacity with the Corporation,  that his
        conduct was in its best interest;  (c) he reasonably believed in all
        other  cases,  that his conduct was at least not opposed to its best
        interest; and (d) in the case of any criminal proceeding,  he had no
        reasonable cause to believe his conduct was unlawful;

(iii)   a determination is made on the facts then  known to those  making the
        determination would not preclude indemnification under Tennessee law.

     2. Right of  Indemnitee  to Bring Suit.  If a claim under Section 1 of
this Article is not paid in full by the Corporation within sixty days after
a written claim has been received by the Corporation, except in the case of
a claim for an advancement of expenses, in which case the applicable period
shall be twenty days, the indemnitee may at any time thereafter  bring suit
against  the  Corporation  to recover  the unpaid  amount of the claim.  If
successful  in whole or in part in any such suit,  or in a suit  brought by
the Corporation to recover an advancement of expenses pursuant to the terms
of an  undertaking,  the  indemnitee  shall be entitled to be paid also the
expense of  prosecuting  or defending such suit. In (I) any suit brought by
the indemnitee to enforce a right to indemnification  hereunder (but not in
a suit brought by the  indemnitee to enforce a right to an  advancement  of
expenses)  it shall be a  defense  that,  and (ii) in any such  suit by the
Corporation to recover an advancement of expenses  pursuant to the terms of
an undertaking the  Corporation  shall be entitled to recover such expenses
upon a final  adjudication that, the indemnitee has not met the application
standard of conduct set forth in the Tennessee law.  Neither the failure of
the  Corporation  (including  its  board of  directors,  independent  legal
counsel,  or its  stockholders)  to have made a determination  prior to the
commencement of such suit that  indemnification of the indemnitee is proper
in the  circumstances  because  the  indemnitee  has  met  the  application
standard  of  conduct  set  forth  in the  Tennessee  law,  nor  an  actual
determination  by  the  Corporation  (including  its  board  of  directors,
independent legal counsel, or its stockholders) that the indemnitee has not
met such applicable  standard of conduct,  shall create a presumption  that
the indemnitee  has not met the  applicable  standard of conduct or, in the
case of such a suit brought by the indemnitee, be a


      <PAGE>13


defense to such suit.  In any suit brought by the  indemnitee to enforce a
right to indemnification or to an advancement of expenses hereunder, or by
the  Corporation  to recover an  advancement  of expenses  pursuant to the
terms of an undertaking,  the burden of proving that the indemnitee is not
entitled to be indemnified, or to such advancement of expenses, under this
Article or otherwise shall be on the Corporation.

3.  Non-Exclusivity of Rights.  The rights to  indemnification  and to the
advancement  of expenses  conferred in this Article shall not be exclusive
of any other right which any person may have or  hereafter  acquire  under
any  statute,  the  Corporation's   Articles  of  Incorporation,   bylaws,
agreement, vote of stockholders or disinterested directors or otherwise.

4. Insurance.  The Corporation may maintain insurance,  at its expense, to
protect  itself and any director or officer of the  Corporation or another
corporation, partnership, joint venture, trust or other enterprise against
any expense,  liability or loss, whether or not the Corporation would have
the power to indemnify such person against such expense, liability of loss
under Tennessee Business Corporations Law.

5.  Indemnification of Employees and Agents of the Corporation.
The  Corporation  may, to the extent  authorized  from time to time by the
board  of  directors,   grant  rights  to  indemnification,   and  to  the
advancement of expenses to any employee or agent of the Corporation to the
fullest  extent of the  provisions  of this  Section  with  respect to the
indemnification  and  advancement of expenses of directors and officers of
the Corporation.

                                     ARTICLE VIII
                                 AMENDMENT OF BYLAWS

    These  bylaws  may be  amended,  added  to,  or  repealed  by vote of
two-thirds  (2/3) of the directors at a regular or special  meeting of the
Board  of  Directors.  Any  change  in the  bylaws  made by the  Board  of
Directors, however, may be amended or repealed by the shareholders.


                                     CERTIFICATION

     I certify that these Bylaws were adopted at the shareholder's meeting
of the Corporation held on the 4th day of January, 1983.


                                      (Judy Long)
                                       Secretary