<PAGE>
      <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 udnersigned 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.  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>
     <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


      <PAGE>5

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

                                  ARTICLE I
                           MEETINGS 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.

     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.

     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>
      <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 



     <PAGE>12

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.

     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 


      <PAGE>13


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.

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