<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.

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

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

          3. The amendment was duly adopted by unanimous written

             consent of the shareholders on June 14, 1983.

          4. The amendment shall be effective upon the filing of

             these Articles with the Secretary of State.

     Dated June 17, 1983.



                                FIRST CITIZENS BANCSHARES, INC.




                                By: (Stallings Lipford)
                                     Stallings Lipford, President





           <PAGE>3

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

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

     the Tennessee Business Corporation Act, the undersigned

     corporation adopts the following articles of amendment

     to its Charter:

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

     2.   The amendments adopted are:

                     A.  Article 6 is amended to read as follows:

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

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

     3.    The corporation is a for-profit corporation.

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

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

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

     Dated April 16, 1998.


                                FIRST CITIZENS BANCSHARES, INC.



                                By: (Katie Winchester)
                                     Katie Winchester, President



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

                             CONTROL NUMBER 0123149

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

Corporation Act, the undersigned corporation adopts the following articles of

amendment to its Charter:

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

     2. The amendments adopted are:

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

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

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

        Article 13: Indemnification of Directors and Officers.

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


      <PAGE>5

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

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

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

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

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


      <PAGE>6

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

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

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

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

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

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

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

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

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

     Dated May 2, 1989.



   FIRST CITIZENS BANCSHARES, INC.




                           By:  (Stallings Lipford)
                                 Stallings Lipford, President



     <PAGE>7

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

                                CONTROL #0123149

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

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

2.  The amendment adopted is:

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

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

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

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



        Dated May 25, 1994




                              First Citizens Bancshares, Inc.


                            By: (Katie Winchester)
                              Katie Winchester, President





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

                                  ARTICLE I
                           MEETINGS OF SHAREHOLDERS

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

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

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

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

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




          <PAGE>9

                                    ARTICLE II
                                BOARD OF DIRECTORS

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

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

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

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

          5. Quorum and Vote. The presence of a majority of the directors  shall
    constitute  a quorum  for the  transaction  of  business.  A meeting  may be
    adjourned  despite  the  absence  of a quorum,  and  notice of an  adjourned
    meeting  need not be given if the time and  place to which  the  meeting  is
    adjourned are fixed at the meeting at which the adjournment is taken, and if
    the  period  of  adjournment  does not  exceed  thirty  (30) days in any one
    adjournment. The vote of a majority of the directors present at a meeting at
    which a quorum is present shall be the act of the Board,  unless the vote of
    a greater number is required by the charter, these bylaws, or by the laws of
    Tennessee.

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




        <PAGE>10

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

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

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

                                   ARTICLE III
                                    OFFICERS

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

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

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


               <PAGE>11

                                   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.

                                    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.


      <PAGE>12

                                   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;

      (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




    <PAGE>13

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.


                                      (Judy Long)
                                       Secretary