<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>
      <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>
     <PAGE>3
                     AMENDMENTS TO ARTICLES OF ASSOCIATION
                                     OF
                        FIRST CITIZENS BANCSHARES, INC.

                           CONTROL NUMBER 0123149

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

General Corporation Act, the undersigned corporation adopts the

following articles of amendment to its Charter:


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

     2.  The amendments adopted are:


         a.  The corporation hereby adopts the following amendment to

Article 6 of its Charter by restating as follows:

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

         b.  The Corporation hereby adopts the following as Article 13

of its Charter:

     Article 13: Indemnification of Directors and Officers.

 Section 1.  Right to Indemnification.  Each person who was or
 is made   a party or is threatened to be made a party to or is
 otherwise involved in any action, suit or proceeding, whether
 civil, criminal, administrative or investigative (hereinafter
 a "proceeding"), by reason of the fact that he or she is or was
 a director or officer of the Corporation or is or was serving
 at the request of the  Corporation as a director or officer of
 another corporation or of a partnership, joint venture, trust
 or other enterprise, including service with respect to an
 employee benefit plan (hereinafter an "indemnitee"), whether
 the basis of such proceeding is alleged action in an official
 capacity as a director or officer or in any other capacity
 while serving as a director or officer shall be indemnified and
 held harmless by the Corporation to the fullest extent
 authorized by applicable Federal and state law, as the same
 exists or may hereafter be amended (but, in the case of any
 such amendment, only to the extent that such amendment permits
 the Corporation to provide broader indemnification rights than
 such law permitted the Corporation to provide prior to such
 amendment), against all expense, liability and loss (including
 attorneys' fees, judgments, fines ERISA excise taxes or
 penalties and amounts paid in settlement) reasonably incurred
 or suffered by such indemnitee in connection therewith and such
 indemnification shall continue as to an indemnitee who has
 ceased to be a director or officer and shall inure to the
 benefit of the indemnitee's heirs, executors and administrators
 provided, however, that, except as provided in Section 2 hereof
 with respect to proceedings to enforce rights to
 indemnification, the Corporation shall indemnify any such
 indemnitee in connection with a proceeding (or part thereof)
 initiated by such indemnitee only if such proceeding (or part
 thereof) was authorized by the board of directors of the
 Corporation. The right to indemnification conferred in this
 Article shall be a 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:
<PAGE>
     <PAGE>4

    (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 

   (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 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.



<PAGE>
     <PAGE>5

    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>
     <PAGE>6

                          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>7
                                  BYLAWS OF
                       FIRST CITIZENS BANCSHARES, INC.


                                  ARTICLE I
                           MEETINGS OF SHAREHOLDERS

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

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

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

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

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

<PAGE>
      <PAGE>8

                                    ARTICLE II
                                BOARD OF DIRECTORS

      l. Qualification and Election of Directors.  Directors must be share-
holders.  The terms of the initial Board of Directors elected by the share-
holder(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.

     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.
     <PAGE>9

     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.

     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.
<PAGE>
      <PAGE>10 
                                 ARTICLE V
                               CAPITAL STOCK

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

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

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

                                   ARTICLE VI
                               ACTION BY CONSENT

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

                                  ARTICLE VII
                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

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


       
     <PAGE>11

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

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



                                            (Katie S. Winchester)
                                                 Secretary