### **EXHIBIT 3.2**

BYLAWS OFFIRST CITIZENS BANCSHARES, INC.

ARTICLE IMEETINGS OF SHAREHOLDERS 

| l. | Annual Meeting. The annual meeting  of the share- holders 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
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| 2. | Special Meetings. Special meetings of  the share- holders 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
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| 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. |
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| 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.                                                                                                                                                                                                                                                                                                                           |
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| 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |

 

ARTICLE IIBOARD 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.                                                                                                                                                                                                                                                           |
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| 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
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| 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
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| 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
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| 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
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| 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
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| 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
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| 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.                                                                                                                                                                                                                                                                                                                      |
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| 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.                                                                                                                                                                                                                                                                                                                                                               |
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| 10. | Nomination Procedures for Directors.  Nominees to be proposed  for election to the Board of Directors of the corporation, other than  nominations made by the existing Board of Directors, must be delivered in  writing to the Secretary of the corporation and received no later than ninety  (90) days prior to the month and day that the proxy materials regarding the  last election of directors to the Board of the corporation were mailed to  shareholders.  This written notice must include the full name of the proposed  director, age and date of birth, educational background and a list of  business experience and positions held by the proposed director for at least  the preceding five (5) years.  The written notice must include home and  office addresses and telephone numbers and a signed representation by the  nominee to timely provide all information requested by the corporation as  part of its disclosures in regard to the solicitation of proxies for the  election of directors.  The name of each such nominee for director must be  placed in nomination at the annual meeting by a shareholder present in person  and the nominee must be present in person at the meeting for the election of  directors.  A vote for a person who has not been duly nominated pursuant to  this Article II, Section 10, shall be void. |

 

ARTICLE IIIOFFICERS 

| 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. |
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| 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.                           |
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| 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.                                                                      |
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ARTICLE IVRESIGNATIONS, 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.     |
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| 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.                                                                                                                                                      |
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| 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.                                                                                                                                            |
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| 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 VCAPITAL 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. |
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| 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.                      |
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| 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 VIACTION BY CONSENT 

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

ARTICLE VIIINDEMNIFICATION 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 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. |
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| 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 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
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| 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
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| 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
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| 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 VIIIAMENDMENT OF BYLAWS 

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

CERTIFICATION 

I certify that theseBylaws were adopted at the shareholder's meeting of the Corporation held on the4th day of January, 1983. 

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                                                                                                                       /s/  JUDY LONG                                                                                                                           Secretary

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AMENDMENT TO THE BYLAWSOFFIRST CITIZENS BANCSHARES, INC. 

The following amendmentis adopted by the Board of Directors as of the 15th day of April,1998, subject to the approval by the shareholders of an amendment to theCharter of the Corporation eliminating Article 10 of the Charter providing fora maximum number of directors: 

                Article II, Section 2, ismodified in its entirety to read as follows: 

2.             Number.  The number ofdirectors shall be fixed from time to time by the shareholders, or by amajority of the entire board of directors, but shall never be less than thenumber required by law.

**IN  WITNESS WHEREOF,** the undersigned certifiesthe adoption of this amendment by the Board as of the date indicated above. 

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Dated:April 16, 1998                                         FIRST CITIZENSBANCSHARES, INC.

                                                                                By:                      /s/ Katie Winchester                                                                                                                                     Katie Winchester, President