CHARTEROFFIRST CITIZENS BANCSHARES, INC.

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

-   The name of the corporation is First Citizens Bancshares,Inc. The duration of the corporation is perpetual.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. The corporation is for profit. The principal purpose for which thecorporation is organized is to engage in banking and non-banking activities of abank holding company which is registered with the Board of Governors of theFederal Reserve System under the Federal Bank Holding Company Act of 1956, asamended. This corporation may engage in any and all lawful businesses allowedfor such a bank holding company under state and federal law. The maximum number of shares which thecorporation 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). The corporation will not commence businessuntil consideration of an amount not less than One Thousand Dollars ($1,000.00)has been received for the issuance of shares. The capital stock of the corporation may beissued for valid corporate purposes upon authorization by the Board of Directorsof the corporation without prior stockholder approval. The affirmative vote of the holders of notless than eighty percent (80%) of the outstanding voting stock of thecorporation is required in the event that the Board of Directors of thecorporation does not recommend to the stockholders of the corporation a vote infavor 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 corporationto, any person or entity. For purposes of this provision, substantially all ofthe assets shall mean assets having a fair market value or book value, whicheveris greater, of 25 percent or more of the total assets as reflected on a balancesheet of the corporation as of a date no earlier than 45 days prior to anyacquisition of such assets. The affirmative vote of the holders of not less thaneighty percent (80%) of the outstanding voting stock of the corporation isrequired to amend or repeal the provisions of this Section 9. The Board of Directors of the corporationshall 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 theoutstanding voting stock of the corporation is required to amend or repeal theprovisions of this Section 11. The holders of the shares of thecorporation shall have no preemptive right, as defined in Section 48-713 of theTennessee General Corporation Act.
Dated December 13, 1982

ARTICLES OF AMENDMENT TOTHE CHARTER

OF

FIRST CITIZENSBANCSHARES, INC.

Pursuant to the provisions of Section48-303 of the Tennessee General Corporation Act, theundersigned corporation adopts the following articles of amendment toits Charter:
-   The name of the corporation is First CitizensBancshares, Inc.The amendments adopted are:-  The corporation hereby adopts thefollowing article as Article 12 of its Charter:
At all times each holder of common stock ofthe corporation shall be entitled to one vote for each share of such stockstanding in his name on the books of the corporation. At all elections ofdirectors of the corporation, each holder of common stock shall be entitled toas many votes as shall equal the number of votes which (except for thisprovision) he would then be entitled to cast for the election of directors withrespect to his shares multiplied by the number of directors upon whose electionhe is then entitled to vote, and he may cast all of such votes for a singlecandidate or may distribute them among some or all of the candidates, as he maysee fit.

The corporation hereby adopts the following amendment toSection 10 of its Charter:

The reference to "Section 11" in the last lineof Section 10 of the corporation's Charter is amended to read "Section10."
-  The amendment was duly adopted by unanimous written    consent of the shareholders on June 14, 1983. 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: /s/ STALLINGS LIPFORD                                                                                                       Stallings  Lipford, President
ARTICLES OF AMENDMENT TO THE CHARTER
OF
FIRST CITIZENS BANCSHARES, INC.
CONTROL NUMBER 0123149
Pursuant to the provisions of Section 48-20-106 ofthe Tennessee Business Corporation Act, the undersigned corporation adopts the following articles of amendmentto its Charter:
l. The name of the corporation is: FIRST CITIZENSBANCSHARES, INC.
2. The amendments adopted are:

A. Article 6 is amended to read as follows:

The maximum number of shares which theCorporation shall have authority to issue is 10,000,000 shares of voting commonstock having $1.00 par value.

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

3. The corporation is a for-profitcorporation.
4. There will be no exchange,reclassification, or cancellation of issued shares as a result of thisamendment.
5. The amendment was duly adopted on April 15, 1998, by theshareholders.
5. 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: /s/ KATIE WINCHESTER                                                                                                             Katie Winchester, President

AMENDMENTS TO ARTICLES OF ASSOCIATION

OF

FIRST CITIZENS BANCSHARES, INC.

CONTROL NUMBER 0123149

Pursuant to the provisions of Section 48-303 of theTennessee General Corporation Act, the undersigned corporation adopts the following articles of amendment to itsCharter:

1. The name of the corporation is First CitizensBancshares, 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 shareswhich the Corporation shall have the authority to issue is seven- hundred fiftythousand (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 ofDirectors and Officers.

Section 1. Right to Indemnification. Eachperson who was or is made a party or is threatened to be made a party to or isotherwise involved in any action, suit or proceeding, whether civil, criminal,administrative or investigative (hereinafter a "proceeding"), byreason of the fact that he or she is or was a director or officer of theCorporation or is or was serving at the request of the Corporation as a directoror officer of another corporation or of a partnership, joint venture, trust orother enterprise, including service with respect to an employee benefit plan(hereinafter an "indemnitee"), whether the basis of such proceeding isalleged action in an official capacity as a director or officer or in any othercapacity while serving as a director or officer shall be indemnified and heldharmless by the Corporation to the fullest extent authorized by applicableFederal and state law, as the same exists or may hereafter be amended (but, inthe case of any such amendment, only to the extent that such amendment permitsthe Corporation to provide broader indemnification rights than such lawpermitted the Corporation to provide prior to such amendment), against allexpense, liability and loss (including attorneys' fees, judgments, fines ERISAexcise taxes or penalties and amounts paid in settlement) reasonably incurred orsuffered by such indemnitee in connection therewith and such indemnificationshall continue as to an indemnitee who has ceased to be a director or officerand shall inure to the benefit of the indemnitee's heirs, executors andadministrators provided, however, that, except as provided in Section 2 hereofwith respect to proceedings to enforce rights to indemnification, theCorporation shall indemnify any such indemnitee in connection with a proceeding(or part thereof) initiated by such indemnitee only if such proceeding (or partthereof) was authorized by the board of directors of the Corporation. The rightto indemnification conferred in this Article shall be a contract right and shall include the right tobe paid by the Corporation the expenses incurred in defending any suchproceeding in advance of its final disposition (hereinafter an "advancementof expenses"); provided, however, that if the applicable Federal and statelaw requires, an advancement of expenses incurred by an indemnitee in his or hercapacity as a director or officer (and not in any other capacity in whichservice 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 bedetermined by final judicial decision                                                             from which there is no further right to appeal (hereinafter a "finaladjudication"), that such indemnitee is                                                             not entitled to be indemnified for such expenses under this Section orotherwise;

               (ii) delivery to he Corporation by theindemnitee of a written affirmation by the indemnitee of his goodfaith                     belief that he has (a) conducted himself in good faith;and (b) he reasonably believed in the case of his                     officialcapacity with the Corporation, that his conduct was in itsbest interest; (c) he reasonably believed                     in all other cases,that his conduct was at least not opposed to its bestinterest; and (d) in the case of any                     criminal proceeding, he had noreasonable cause to believe his conduct was unlawful; 

               (iii) a determination is made on the facts thenknown 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 isnot paid in full by the Corporation within sixty days after a written claim hasbeen received by the Corporation, except in the case of a claim for anadvancement of expenses, in which case the applicable period shall be twentydays, the indemnitee may at any time thereafter bring suit against theCorporation to recover the unpaid amount of the claim. If successful in whole orin part in any such suit, or in a suit brought by the Corporation to recover anadvancement of expenses pursuant to the terms of an undertaking, the indemniteeshall be entitled to be paid also the expense of prosecuting or defending suchsuit. In (i) any suit brought by the indemnitee to enforce a right toindemnification hereunder (but not in a suit brought by the indemnitee toenforce 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 expensespursuant to the terms of an under-taking the Corporation shall be entitled torecover such expenses upon a final adjudication that, the indemnitee has not metthe application standard of conduct set forth in the Tennessee law. Neither thefailure of the Corporation (including its board of directors, independent legalcounsel, or its stockholders) to have made a determination prior to thecommencement of such suit that indemnification of the indemnitee is proper inthe circumstances because the indemnitee has met the application standard ofconduct set forth in the Tennessee law, nor an actual determination by theCorporation (including its board of directors, independent legal counsel, or itsstockholders) that the indemnitee has not met such applicable standard ofconduct, shall create a presumption that the indemnitee has not met theapplicable standard of conduct or, in the case of such a suitbrought by the indemnitee, be a defense to such suit. In any suit brought by theindemnitee to enforce a right to indemnification or to an advancement ofexpenses hereunder, or by the Corporation to recover an advancement of expensespursuant to the terms of an undertaking, the burden of proving that theindemnitee is not entitled to be indemnified, or to such advancement ofexpenses, under this Article or otherwise shall be on the Corporation.

   Section 3. Non-Exclusivity of Rights.

   The rights to indemnification and to theadvancement of expenses conferred in this Article shall not be    exclusive of anyother right which any person may have or hereafter acquire under any statute,the    Corporation's Articles of Incorporation, bylaw, agreement, vote ofstockholders or disinterested directors or    otherwise.

Section 4. Insurance.

The Corporation may maintain insurance, at itsexpense, to protect itself and any director or officer of the Corporation oranother corporation, partnership, joint venture, trust or other enterpriseagainst any expense, liability or loss, whether or not the Corporation wouldhave the power to indemnify such person against such expense, liability of lossunder Tennessee Business Corporations Law.

Section 5. Indemnification of Employees andAgents of the Corporation. The Corporation may, to the extent authorized fromtime to time by the board of directors, grant rights to indemnification, and tothe advancement of expenses to any employee or agent of the Corporation to thefullest extent of the provisions of this Section with respect to theindemnification and advancement of expenses of directors and officers of theCorporation.

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

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

A director of this corporation shall not bepersonally liable to the corporation or its stockholders for monetary damagesfor breach of fiduciary duty as a director, except for liability (I) for anybreach 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 intentionalmisconduct or a knowing violation of law; (iii) or under TCA 48-18-304. Noprovision will eliminate or limit the liability of a director for any act oromission occurring prior to the date when such provisions become effective.

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

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

Dated May 2, 1989.

                                                                               FIRSTCITIZENS BANCSHARES, INC.

                                                                                       By: /s/ STALLINGS LIPFORD                                                                                                        StallingsLipford, President

ARTICLES OF AMENDMENT TO THE CHARTER

OF

FIRST CITIZENS BANCSHARES, INC.

CONTROL #0123149

Pursuant to the provisions of Section48-303 of the Tennessee General Corporation Act, the undersigned corporationadopted 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 toArticle 6 of its Charter by restating as follows:

Article 6: The maximum number of shares whichthe 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 theshareholders on April 20, 1994.

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

Dated May 25, 1994

                                                                               FIRST CITIZENS BANCSHARES, INC.

                                                                                       By: /s/  KATIE WINCHESTER                                                                                               Katie Winchester, President

BYLAWS OF

FIRST CITIZENS BANCSHARES, INC.

ARTICLE I

MEETINGS OF SHAREHOLDERS

l.    Annual Meeting. The annual meeting ofthe share- holders of First Citizens Bancshares, Inc. (the"Corporation") shall be held on the second Tuesday in April of eachyear at its principal office unless a different time or place, either within orwithout Tennessee, is designated by the Directors.

2.    Special Meetings. Special meetings ofthe share- holders may be called by any director and/or the President and ChiefExecutive Officer; provided, however, that a special meeting at which a tenderoffer or exchange offer, a merger or consolidation of the Corporation with orinto another corporation, or any offer to purchase or otherwise acquire all orsubstantially all of the assets of the Corporation are to be considered may becalled only by the President and Chief Executive Officer of the Corporation. Theplace 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 meetingis called and the person or persons calling the meeting, shall be deliveredeither 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 atthe meeting. If mailed, such notice shall be mailed not less than ten (10) normore than sixty (60) days before the date of the meeting, by depositing suchnotice in the United States mail addressed to the shareholder at his address asit appears on the stock transfer books of the Corporation, with postage thereonprepaid. If delivered personally, such notice shall be delivered not less thanfive (5) nor more than sixty (60) days before the date of the meeting, and shallbe deemed delivered when actually received by the shareholder. The person givingsuch notice shall certify that the notice required by this paragraph has beengiven.

4.    Quorum Requirements. A majority of theshares entitled to vote shall constitute a quorum for the transaction ofbusiness. A meeting may be adjourned despite the absence of a quorum, and noticeof an adjourned meeting need not be given if the time and place to which themeeting is adjourned are announced at the meeting at which the adjournment istaken. When a quorum is present at any meeting, a majority in interest of thestock there represented shall decide any question brought before such meeting,unless the question is one upon which, by express provision of thisCorporation's charter, these bylaws, or by the laws of Tennessee, a larger ordifferent vote is required, in which case such express provisions shall governthe decision of such question.

5.    Voting and Proxies. Every shareholderentitled 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 suchmeeting, but shall not be valid after the final adjournment thereof. No proxyshall be valid after the expiration of eleven (11) months from the date of itsexecution unless otherwise provided in the proxy.

ARTICLE II

BOARD OF DIRECTORS

l.    Qualification and Election ofDirectors. Directors must be shareholders. The terms of the initial Board ofDirectors elected by the shareholder(s) shall be set so as to implementstaggered 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 yearsand the terms of one-third shall be three years. Thereafter, one-third of thedirectors shall be elected by a majority of the votes cast at each annualmeeting of the shareholders, or by similar vote at any special meeting calledfor the purpose, to serve three year terms. Each director shall hold officeuntil the expiration of the term for which he is elected, except as statedabove, and thereafter until his successor has been elected and qualified. Anyvacancy occurring in the Board of Directors shall be filled by appointment bythe remaining directors, and any director so appointed shall serve until thenext election, for the remainder of the term of the director being replaced, orfor a full term, at the option of the directors.

2.    Number. The maximum number ofdirectors 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 Directorsmay, by a vote of the majority of the full Board, between annual meetings of theshareholders, increase the membership of the Board up to the maximum number setout in the Charter and by like vote appoint qualified persons to fill thevacancies created thereby.

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

4.    Notice of Directors' Meetings. Theannual and all regular Board Meetings may be held without notice. Specialmeetings shall be held with not less than one hour notice of such meeting to begiven to each director, which notice shall be given on a best efforts basis bythose calling the meeting.

5.    Quorum and Vote. The presence of amajority of the directors shall constitute a quorum for the transaction ofbusiness. A meeting may be adjourned despite the absence of a quorum, and noticeof an adjourned meeting need not be given if the time and place to which themeeting 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 oneadjournment. The vote of a majority of the directors present at a meeting atwhich a quorum is present shall be the act of the Board, unless the vote of agreater number is required by the charter, these bylaws, or by the laws ofTennessee.

6.    Appointment of Chairman, Executiveand Other Committees. The Chairman of the Board of Directors of the corporationshall also serve as an officer of the corporation. The Board of Directors, by aresolution adopted by a majority of its members, may designate an executivecommittee, consisting of two or more directors, and other committees, consistingof two or more persons, who may or may not be directors, and may delegate tosuch Chairman, committee or committees any and all such authority as it deemsdesirable, including the right to delegate to an executive committee the powerto exercise all the authority of the Board of Directors in the management of theaffairs and property of the corporation.

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

8.    Contracts with Interested Directors.No contract or other transaction between this Corporation and any othercorporation shall be affected by the fact that any director of this Corporationis interested in, or is a director or officer of, such other corporation, andany director, individually or jointly, may be a party to, or may be interestedin, any contract or transaction of this Corporation or in which this Corporationis interested; and no contract, or other transaction, of this Corporation withany person, firm, or corporation, shall be affected by the fact that anydirector 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, orcorporation and every person who may become a director of this Corporation ishereby relieved from any liability that might otherwise exist from contractingwith the Corporation for the benefit of himself or any firm, association, orcorporation 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 relevantin evaluating any proposed tender offer or exchange offer for the Corporation'sstock, any proposed merger or consolidation of the Corporation with or intoanother Corporation and any proposal to purchase or otherwise acquire all of theassets of the Corporation. The directors shall evaluate whether the proposal isin the best interests of the Corporation by considering the best interests ofthe shareholders and other factors the directors determine to be relevant,including the social, legal and economic effects on employees, customers and thecommunities served by the Corporation and its subsidiary or subsidiaries. Thedirectors shall evaluate the consideration being offered to the shareholders ofthe Corporation in a freely negotiated transaction, and the directors' estimateof the future value of shares of the Corporation as an independent entity.

ARTICLE III

OFFICERS

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

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

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

ARTICLE IV

RESIGNATIONS, REMOVALS AND VACANCIES

l.    Resignations. Any officer or directormay resign at any time by giving written notice to the Chairman of the Board ofDirectors, the president, or the secretary. Any such resignation shall takeeffect at the time specified therein, or, if no time is specified, then upon itsacceptance by the Board of Directors.

2.    Removal of Officers. Any officer oragent may be removed by the Board of Directors whenever in its judgment the bestinterests of the Corporation will be served thereby.

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

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

ARTICLE V

CAPITAL STOCK

l.    Stock Certificates. Every shareholdershall be entitled to a certificate or certificates of capital stock of theCorporation in such form as may be prescribed by the Board of Directors. Unlessotherwise decided by the Board of Directors, such certificates shall be signedby two officers of the Corporation.

2.    Transfer of Shares. Any share or sharesof stock may be transferred on the books of the Corporation by delivery andsurrender of the properly assigned certificate, but subject to any restrictionson transfer imposed by either the applicable securities laws or any shareholderagreement.

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

ARTICLE VI

ACTION BY CONSENT

Whenever the shareholders or directorsare required or permitted to take any action by vote, such action may be takenwithout a meeting on written consent, setting forth the action so taken, signedby all the persons or entities entitled to vote thereon.

ARTICLE VII

INDEMNIFICATION OF DIRECTORS AND OFFICERS

1.    Right to Indemnification. Each personwho was or is made a party or is threatened to be made a party to or isotherwise involved in any action, suit or proceeding, whether civil, criminal,administrative or investigative (hereinafter a "proceeding"), byreason of the fact that he or she is or was a director or officer of theCorporation as a director or officer of another corporation or of a partnership,joint venture, trust or other enterprise, including service with respect to anemployee benefit plan (hereinafter an "indemnitee"), whether the basisof such proceeding is alleged action in an official capacity as a director orofficer or in any other capacity while serving as a director or officer shall beindemnified and held harmless by the Corporation to the fullest extendauthorized 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 amendmentpermits the Corporation to provide broader indemnification rights than such lawpermitted the Corporation to provide prior to such amendment), against allexpense, liability and loss (including attorneys fees, judgements, fines ERISAexcise taxes or penalties and amounts paid in settlement) reasonably incurred orsuffered by such indemnitee in connection therewith and such indemnificationshall continue as to an indemnitee who has ceased to be a director or officerand shall inure to the benefit of the indemnitee's heirs, executors andadministrators; provided, however, that, except as provided in Section 2 hereofwith respect to proceedings to enforce rights to indemnification, theCorporation shall indemnify any such indemnitee in connection with a proceeding(or part thereof) initiated by such indemnitee only if such proceeding (or partthereof) was authorized by the board of directors of the corporation.

The right to indemnification conferredin this Article shall be a contract right and shall include the right to be paidby the Corporation the expenses incurred in defending any such proceeding inadvance of its final disposition (hereinafter an "advancement ofexpenses"); provided, however, that if the Tennessee law requires, anadvancement of expenses incurred by an indemnitee in his or her capacity as adirector or officer (and not in any other capacity in which service was or isrendered by such indemnitee, including, without limitation, service to anemployee benefit plan) shall be made only upon the following:
(i)    delivery to the Corporation of an undertaking  (hereinafter an "undertaking"), by or on behalf ofsuch indemnitee, to repay all amounts so advanced if it shall ultimately bedetermined by final judicial decision from which there is no further right toappeal (hereinafter a "final adjudication"), that such indemnitee isnot entitled to be indemnified for such expenses under this Section orotherwise;
(ii)    delivery to the Corporation by theindemnitee of a written affirmation by the indemnitee of his good faith beliefthat he has (a) conducted himself in good faith; and (b) he reasonably believedin the case of his official capacity with the Corporation, that his conduct wasin its best interest; (c) he reasonably believed in all other cases, that hisconduct was at least not opposed to its best interest; and (d) in the case ofany criminal proceeding, he had no reasonable cause to believe his conduct wasunlawful;

(iii) a determination is made onthe facts then known to those making the determination would not precludeindemnification 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 theCorporation within sixty days after a written claim has been received by theCorporation, except in the case of a claim for an advancement of expenses, inwhich case the applicable period shall be twenty days, the indemnitee may at anytime thereafter bring suit against the Corporation to recover the unpaid amountof the claim. If successful in whole or in part in any such suit, or in a suitbrought by the Corporation to recover an advancement of expenses pursuant to theterms of an undertaking, the indemnitee shall be entitled to be paid also theexpense of prosecuting or defending such suit. In (I) any suit brought by theindemnitee to enforce a right to indemnification hereunder (but not in a suitbrought by the indemnitee to enforce a right to an advancement of expenses) itshall be a defense that, and (ii) in any such suit by the Corporation to recoveran advancement of expenses pursuant to the terms of an undertaking theCorporation shall be entitled to recover such expenses upon a final adjudicationthat, the indemnitee has not met the application standard of conduct set forthin the Tennessee law. Neither the failure of theCorporation (including its board of directors, independent legal counsel, or itsstockholders) to have made a determination prior to the commencement of suchsuit that indemnification of the indemnitee is proper in the circumstancesbecause the indemnitee has met the application standard of conduct set forth inthe Tennessee law, nor an actual determination by the Corporation (including itsboard of directors, independent legal counsel, or its stockholders) that theindemnitee has not met such applicable standard of conduct, shall create apresumption that the indemnitee has not met the applicable standard of conductor, in the case of such a suit brought by the indemnitee, be a defense to suchsuit. In any suit brought by the indemnitee to enforce a right toindemnification or to an advancement of expenses hereunder, or by theCorporation to recover an advancement of expenses pursuant to the terms of anundertaking, the burden of proving that the indemnitee is not entitled to beindemnified, or to such advancement of expenses, under this Article or otherwiseshall be on the Corporation. 
3.    Non-Exclusivity of Rights. The rights toindemnification and to the advancement of expenses conferred in this Articleshall not be exclusive of any other right which any person may have or hereafteracquire under any statute, the Corporation's Articles of Incorporation, bylaws,agreement, vote of stockholders or disinterested directors or otherwise.

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

5.    Indemnification of Employees andAgents of the Corporation. The Corporation may, to the extent authorized fromtime to time by the board of directors, grant rights to indemnification, and tothe advancement of expenses to any employee or agent of the Corporation to thefullest extent of the provisions of this Section with respect to theindemnification and advancement of expenses of directors and officers of theCorporation.

ARTICLE VIII

AMENDMENT OF BYLAWS

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

CERTIFICATION

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

                                                                                                               /s/  JUDY LONG                                                                                                                           Secretary