AMENDED AND RESTATED
 
 
                                    BYLAWS OF
 
                           DIRECT GENERAL CORPORATION
 
 
                                 August 11, 2003
 
 
 
 
 
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                                TABLE OF CONTENTS
 
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Article I
Offices.......................................................................... 1
 
Article II
Shareholders..................................................................... 1
 
2.1               Annual Meeting................................................. 1
2.2               Special Meetings............................................... 1
2.3               Place of Meetings.............................................. 1
2.4               Notice of Meetings; Waiver..................................... 1
2.5               Record Date.................................................... 2
2.6               Shareholder's List............................................. 2
2.7               Voting of Shares............................................... 2
2.8               Proxies........................................................ 2
2.9               Acceptance of Shareholder Documents............................ 2
2.10              [Reserved]..................................................... 3
2.11              Presiding Officer and Secretary................................ 3
2.12              Notice of Nominations.......................................... 3
2.13              Notice of New Business......................................... 3
2.14              Conduct of Meetings............................................ 4
 
Article III
Board of Directors............................................................... 5
 
3.1               Powers and Duties.............................................. 5
3.2               Number and Term................................................ 5
3.3               Meetings; Notice............................................... 5
3.4               Quorum......................................................... 6
3.5               Voting......................................................... 6
3.6               Action without a Meeting....................................... 6
3.7               Compensation................................................... 6
3.8               Resignation.................................................... 7
3.9               Vacancies...................................................... 7
3.10              Removal of Directors........................................... 7
 
Article IV
Committees....................................................................... 7
 
Article V
Officers......................................................................... 8
 
5.1               Number......................................................... 8
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5.2               Appointment.................................................... 8
5.3               Resignation and Removal........................................ 8
5.4               Vacancies...................................................... 8
5.5               Duties......................................................... 8
 
Article VI
Shares of Stock.................................................................  9
 
6.1               Shares With or Without Certificates...........................  9
6.2               Subscription for Shares....................................... 10
6.3               Transfers..................................................... 10
6.4               Lost, Destroyed, or Stolen Certificates....................... 10
 
Article VII
Corporate Actions............................................................... 11
 
7.1               Contracts..................................................... 11
7.2               Loans......................................................... 11
7.3               Checks, Drafts, Etc........................................... 11
7.4               Deposits...................................................... 11
7.5               Voting Securities Held by the Corporation..................... 11
7.6               Dividends..................................................... 11
 
Article VIII
Fiscal Year..................................................................... 11
 
Article IX
Corporate Seal.................................................................. 12
 
Article X
Amendment of Bylaws............................................................. 12
 
Article XI
Indemnification................................................................. 12
 
11.1              Indemnification, Advancement of Expenses, and Insurance....... 12
11.2              Non-exclusivity............................................... 12
11.3              Insurance..................................................... 12
 
Article XII
Notice.......................................................................... 13
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                              AMENDED AND RESTATED
                                     BYLAWS
                                       OF
                           DIRECT GENERAL CORPORATION
                               (THE "CORPORATION")
                                 AUGUST 11, 2003
 
                                   ARTICLE I
                                     OFFICES
 
         The corporation may have such offices, either within or without the
State of Tennessee, as the Board of Directors may designate or as the business
of the Corporation may require from time to time.
 
                                   ARTICLE II
                                  SHAREHOLDERS
 
         2.1 ANNUAL MEETING. An annual meeting of the shareholders of the
Corporation shall be held on such date as may be determined by the Board of
Directors. The business to be transacted at such meeting shall be the election
of directors and such other business as shall be properly brought before the
meeting.
 
         2.2 SPECIAL MEETINGS. Special meetings of the shareholders may be
called by the Chairman of the Board, the Chief Executive Officer, the President,
or a majority of the Board of Directors.
 
         2.3 PLACE OF MEETINGS. The Board of Directors may designate any place,
either within or without the State of Tennessee, as the place of meeting for any
annual meeting or for any special meeting. If no place is fixed by the Board of
Directors, the meeting shall be held at the principal office of the Corporation.
 
         2.4 NOTICE OF MEETINGS; WAIVER.
 
         (a) Notice. Notice of the date, time and place of each annual and
special shareholders' meeting and, in the case of a special meeting, a
description of the purpose or purposes for which the meeting is called, shall be
given no fewer than ten (10) days nor more than two (2) months before the date
of the meeting. Such notice shall comply with the requirements of Article XII of
these Bylaws.
 
         (b) Waiver. A shareholder may waive any notice required by law, the
Corporation's Second Amended and Restated Charter (the "Charter") or these
Bylaws before or after the date and time stated in such notice. Except as
provided in the next sentence, the waiver must be in writing, be signed by the
shareholder entitled to the notice and be delivered to the Corporation for
inclusion in the minutes or filing with the corporate records. A shareholder's
attendance at a meeting: (1) waives objection to lack of notice or defective
notice of the meeting, unless the shareholder at the beginning of the meeting
(or promptly upon his arrival) objects to holding the meeting or transacting
business at the meeting; and (2) waives objection to consideration of a
 
 
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particular matter at the meeting that is not within the purpose or purposes
described in the meeting notice, unless the shareholder objects to considering
the matter when it is presented.
 
         2.5 RECORD DATE. The Board of Directors shall fix as the record date
for the determination of shareholders entitled to notice of a shareholders'
meeting, to demand a special meeting, to vote, or to take any other action, a
date not more than seventy (70) days before the meeting or action requiring a
determination of shareholders. A record date fixed for a shareholders' meeting
is effective for any adjournment of such meeting unless the Board of Directors
fixes a new record date, which it must do if the meeting is adjourned to a date
more than four (4) months after the date fixed for the original meeting.
 
         2.6 SHAREHOLDERS' LIST. After the record date for a meeting has been
fixed, the Corporation shall prepare an alphabetical list of the names of all
shareholders who are entitled to notice of a shareholders' meeting. Such list
will show the address of and number of shares held by each shareholder. The
shareholders' list will be available for inspection by any shareholder beginning
two (2) business days after notice of the meeting is given for which the list
was prepared and continuing through the meeting, at the Corporation's principal
office or at a place identified in the meeting notice in the city where the
meeting will be held. A shareholder or his agent or attorney is entitled on
written demand to inspect and, subject to the requirements of the Tennessee
Business Corporation Act (the "Act"), to copy the list, during regular business
hours and at his expense, during the period it is available for inspection.
 
         2.7 VOTING OF SHARES. Unless otherwise provided by the Act or the
Charter, each outstanding share is entitled to one (1) vote on each matter voted
on at a shareholders' meeting. Only shares are entitled to vote. Unless
otherwise provided in the Charter, directors are elected by a plurality of the
votes cast by the shares entitled to vote in the election at a meeting at which
a quorum is present.
 
         2.8 PROXIES. A shareholder may vote his or her shares in person or by
proxy. A shareholder may appoint a proxy to vote or otherwise act for him or her
by signing an appointment either personally or through an attorney-in-fact. An
appointment of a proxy is effective when received by the Secretary or other
officer or agent authorized to tabulate votes. An appointment is valid for
eleven (11) months unless another period is expressly provided in the
appointment form. An appointment of a proxy is revocable by the shareholder
unless the appointment form conspicuously states that it is irrevocable and the
appointment is coupled with an interest.
 
         2.9 ACCEPTANCE OF SHAREHOLDER DOCUMENTS. If the name signed on a
shareholder document (a vote, consent, waiver, or proxy appointment) corresponds
to the name of a shareholder, the Corporation, if acting in good faith, is
entitled to accept such shareholder document and give it effect as the act of
the shareholder. If the name signed on such shareholder document does not
correspond to the name of a shareholder, the Corporation, if acting in good
faith, is nevertheless entitled to accept such shareholder document and to give
it effect as the act of the shareholder if:
 
                  (i) the shareholder is an entity and the name signed purports
         to be that of an officer or agent of the entity;
 
 
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                  (ii) the name signed purports to be that of a fiduciary
         representing the shareholder and, if the Corporation requests, evidence
         of fiduciary status acceptable to the Corporation has been presented
         with respect to such shareholder document;
 
                  (iii) the name signed purports to be that of a receiver or
         trustee in bankruptcy of the shareholder and, if the Corporation
         requests, evidence of this status acceptable to the Corporation has
         been presented with respect to the shareholder document;
 
                  (iv) the name signed purports to be that of a pledgee,
         beneficial owner, or attorney-in-fact of the shareholder and, if the
         Corporation requests, evidence acceptable to the Corporation of the
         signatory's authority to sign for the shareholder has been presented
         with respect to such shareholder document; or
 
                  (v) two or more persons are the shareholder as co-tenants or
         fiduciaries and the name signed purports to be the name of at least one
         (1) of the co-owners and the person signing appears to be acting on
         behalf of all the co-owners.
 
         The Corporation is entitled to reject a shareholder document if the
Secretary or other officer or agent authorized to tabulate votes, acting in good
faith, has a reasonable basis for doubt about the validity of the signature on
such shareholder document or about the signatory's authority to sign for the
shareholder.
 
         2.10 [Reserved.]
 
         2.11 PRESIDING OFFICER AND SECRETARY. Meetings of the shareholders
shall be presided over by the Chairman, or if the Chairman is not present or if
the Corporation shall not have a Chairman, by the President or Chief Executive
Officer, or if neither the Chairman nor the President or Chief Executive Officer
is present, by a chairman chosen by a majority of the shares entitled to vote at
such meeting. The Secretary or, in the Secretary's absence, an Assistant
Secretary shall act as secretary of every meeting, but if neither the Secretary
nor an Assistant Secretary is present, a majority of the shareholders entitled
to vote at such meeting shall choose any person present to act as secretary of
the meeting.
 
         2.12 NOTICE OF NOMINATIONS. Nominations for the election of directors
may be made by the Board of Directors or a committee appointed by the Board of
Directors authorized to make such nominations.
 
         2.13 NOTICE OF NEW BUSINESS. At an annual meeting of the shareholders
only such new business shall be conducted, and only such proposals shall be
acted upon, as have been properly brought before the meeting. To be properly
brought before the annual meeting, such new business must be (a) specified in
the notice of meeting (or any supplement thereto) given by or at the direction
of the Board of Directors, (b) otherwise properly brought before the meeting by
or at the direction of the Board of Directors, or (c) otherwise properly brought
before the meeting by a shareholder. For a proposal to be properly brought
before an annual meeting by a shareholder, the shareholder must have given
timely notice thereof in writing to the Secretary of the Corporation and the
proposal and the shareholder must comply with Rule 14a-8 under the Securities
Exchange Act of 1934. To be timely a shareholder's notice must be delivered to
or mailed and received at the principal executive offices of the Corporation not
less than one
 
 
                                       3
 
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hundred twenty (120) calendar days in advance of the anniversary date of the
proxy statement for the previous year's annual meeting. If the Company did not
hold an annual meeting the previous year, or if the date of the annual meeting
has been changed to be more than thirty (30) calendar days earlier than or sixty
(60) calendar days after that anniversary, then, in order to be timely a
shareholder's notice must be received at the principal executive offices of the
Corporation not more that ninety (90) calendar days before nor later than the
later of sixty (60) days prior to the date of such annual meeting or the tenth
day following the date on which public announcement of such annual meeting is
first made. In no event shall the public announcement of an adjournment of an
annual meeting commence a new time period for the giving of a shareholder's
notice as described above.
 
         A shareholder's notice to the Secretary shall set forth as to each
matter the shareholder proposes to bring before the annual meeting (a) a brief
description of the proposal desired to be brought before the annual meeting and
the reasons for conducting such business at the annual meeting; (b) the name and
address, as they appear on the Corporation's books, of the shareholder proposing
such business; (c) the class and number of shares of the Corporation which are
beneficially owned by the shareholder; (d) a representation that the shareholder
is a record or beneficial holder of at least one percent (1%) or $2,000.00 in
market value of stock of the Corporation entitled to vote at such meeting, has
held such stock for at least one year and shall continue to own such stock
through the date of such meeting, and intends to appear in person or by proxy at
the meeting to present the nomination; and (e) any financial interest of the
shareholder in such proposal.
 
         Notwithstanding anything in these Bylaws to the contrary, no business
shall be conducted at an annual meeting except in accordance with the procedures
set forth in this Section 2.13. The President, Chief Executive Officer, or other
chairman of the meeting shall, if the facts warrant, determine and declare to
the meeting that new business or any shareholder proposal was not properly
brought before the meeting in accordance with the provisions of this Section
2.13, and if he or she should so determine, he or she shall so declare to the
meeting and any such business or proposal not properly brought before the
meeting shall not be acted upon at the meeting. This provision shall not prevent
the consideration and approval or disapproval at the annual meeting of reports
of officers, directors and committees, but in connection with such reports no
new business shall be acted upon at such annual meeting unless stated and filed
as herein provided.
 
         2.14 CONDUCT OF MEETINGS. Meetings of the shareholders generally shall
follow accepted rules of parliamentary procedure subject to the following:
 
         (a) The Chairman of the meeting shall have absolute authority over the
matters of procedure, and there shall be no appeal from the ruling of the
Chairman. If, in his or her absolute discretion, the Chairman deems it advisable
to dispense with the rules of parliamentary procedure as to any meeting of
shareholders or part thereof, he or she shall so state and shall state the rules
under which the meeting or appropriate part thereof shall be conducted.
 
         (b) If disorder should arise which prevents the continuation of the
legitimate business of the meeting, the Chairman may quit the chair and announce
the adjournment of the meeting, and upon so doing, the meeting will immediately
be adjourned.
 
 
 
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         (c) The Chairman may ask or require that anyone not a bona fide
shareholder or proxy leave the meeting.
 
         (d) The resolution or motion shall be considered for vote only if
proposed by a shareholder or a duly authorized proxy and seconded by a
shareholder or duly authorized proxy other than the individual who proposed the
resolution or motion.
 
         (e) Except as the Chairman may permit, no matter shall be presented to
the meeting which has not been submitted for inclusion in the agenda in
accordance with these Bylaws.
 
                                  ARTICLE III
                                    DIRECTORS
 
         3.1 POWERS AND DUTIES. All corporate powers shall be exercised by or
under the authority of and the business and affairs of the Corporation managed
under the direction of the Board of Directors.
 
         3.2 NUMBER AND TERM.
 
         (a) Number. The Board of Directors shall consist of no fewer than three
(3) or more than twelve (12) members. The exact number of directors, within the
minimum and maximum, or the range for the size of the Board, or whether the size
of the Board shall be fixed or variable-range may be fixed, changed or
determined from time to time by the Board of Directors.
 
         (b) Term. Each Director shall be elected at the annual meeting of
shareholders for the year in which his or her term expires and shall hold office
until the next annual meeting and until his or her successor is duly elected and
qualified, subject, however, to prior death, resignation, retirement,
disqualification, or removal from office.
 
         3.3 MEETINGS; NOTICE. The Board of Directors may hold regular and
special meetings either within or without the State of Tennessee. The Board of
Directors may permit any or all directors to participate in a regular or special
meeting by, or conduct the meeting through the use of, any means of
communication by which all directors participating may simultaneously hear each
other during the meeting. A director participating in a meeting by this means is
deemed to be present in person at the meeting.
 
         (a) Regular Meetings. Unless the Charter otherwise provides, regular
meetings of the Board of Directors may be held without notice of the date, time,
place, or purpose of the meeting.
 
         (b) Special Meetings. Special meetings of the Board of Directors may be
called by the Chairman, the President, Chief Executive Officer, or any two (2)
directors. Unless the Charter otherwise provides, special meetings must be
preceded by at least twenty-four (24) hours' notice of the date, time, and place
of the meeting but need not describe the purpose of such meeting. Such notice
shall comply with the requirements of Article XII of these Bylaws.
 
         (c) Adjourned Meetings. 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
 
 
 
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<PAGE>
 
adjournment is taken, and if the period of adjournment does not exceed one (1)
month in any one (1) adjournment.
 
         (d) Waiver of Notice. A director may waive any required notice before
or after the date and time stated in the notice. Except as provided in the next
sentence, the waiver must be in writing, signed by the director, and filed with
the minutes or corporate records. A director's attendance at or participation in
a meeting waives any required notice to him or her of such meeting unless the
director at the beginning of the meeting (or promptly upon his arrival) objects
to holding the meeting or transacting business at the meeting and does not
thereafter vote for or assent to action taken at the meeting.
 
         3.4 QUORUM. A quorum of the Board of Directors consists of a majority
of the number in office immediately before the meeting begins.
 
         3.5 VOTING. If a quorum is present when a vote is taken, the
affirmative vote of a majority of directors present is the act of the Board of
Directors, unless the Charter or these Bylaws require the vote of a greater
number of directors. A director who is present at a meeting of the Board of
Directors when corporate action is taken is deemed to have assented to such
action unless:
 
                  (i) he or she objects at the beginning of the meeting (or
         promptly upon his or her arrival) to holding the meeting or transacting
         business at the meeting;
 
                  (ii) his or her dissent or abstention from the action taken is
         entered in the minutes of the meeting; or
 
                  (iii) he or she delivers written notice of his or her dissent
         or abstention to the presiding officer of the meeting before its
         adjournment or to the Corporation immediately after adjournment of the
         meeting. The right of dissent or abstention is not available to a
         director who votes in favor of the action taken.
 
         3.6 ACTION WITHOUT A MEETING. Unless the Charter otherwise provides,
any action required or permitted by the Act to be taken at a Board of Directors
meeting may be taken without a meeting. If all directors consent to taking such
action without a meeting, the affirmative vote of the number of directors that
would be necessary to authorize or take such action at a meeting is the act of
the Board of Directors. Such action must be evidenced by one or more written
consents describing the action taken, at least one of which is signed by each
director, indicating the director's vote or abstention on the action, which
consents shall be included in the minutes or filed with the corporate records
reflecting the action taken. Action taken by consent is effective when the last
director signs the consent, unless the consent specifies a different effective
date.
 
         3.7 COMPENSATION. Directors and members of any committee created by the
Board of Directors shall be entitled to such reasonable compensation for their
services as directors and members of such committee as shall be fixed from time
to time by the Board of Directors, and shall also be entitled to reimbursement
for any reasonable expenses incurred in attending meetings of the Board of
Directors or of any such committee meetings. Any director
 
 
 
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<PAGE>
 
receiving such compensation shall not be barred from serving the Corporation in
any other capacity and receiving reasonable compensation for such other
services.
 
         3.8 RESIGNATION. A director may resign at any time by delivering
written notice to the Board of Directors, the Chairman, President, or Chief
Executive Officer, or to the Corporation. A resignation is effective when the
notice is delivered unless the notice specifies a later effective date.
 
         3.9 VACANCIES. If a vacancy occurs on the Board of Directors, including
a vacancy resulting from an increase in the number of directors or a vacancy
resulting from the removal of a director for cause, the Board of Directors may
fill such vacancy by the affirmative vote of a majority of all the directors
remaining in office, even though the directors remaining in office may
constitute fewer than a quorum of the Board of Directors.
 
         3.10 REMOVAL OF DIRECTORS.
 
         (a) By Shareholders. The shareholders may remove one (1) or more
directors from office, but only for cause by the affirmative vote of the holders
of a majority of the voting power of the shares entitled to vote in the election
of directors, considered for this purpose as one class, unless a vote of a
special voting group is otherwise required by law.
 
         (b) By Directors. Any of the directors may be removed for cause by the
affirmative vote of a majority of the entire Board of Directors then in office.
 
         (c) General. A director may be removed by the shareholders or directors
only at a meeting called for the purpose of removing him or her, and the meeting
notice must state that the purpose, or one (1) of the purposes, of the meeting
is removal of directors.
 
                                   ARTICLE IV
                                   COMMITTEES
 
         Unless the Charter otherwise provides, the Board of Directors may
create one (1) or more committees, each consisting of one (1) or more members.
All members of committees of the Board of Directors which exercise powers of the
Board of Directors must be members of the Board of Directors and serve at the
pleasure of the Board of Directors.
 
         The creation of a committee and appointment of a member or members to
it must be approved by the greater of (i) a majority of all directors in office
when the action is taken or (ii) the number of directors required by the Charter
or these Bylaws to take action.
 
Unless otherwise provided in the Act, to the extent specified by the Board of
Directors or in the Charter, each committee may exercise the authority of the
Board of Directors. All such committees and their members shall be governed by
the same statutory requirements regarding meetings, action without meetings,
notice and waiver of notice, quorum, and voting requirements as are applicable
to the Board of Directors and its members.
 
 
 
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                                   ARTICLE V
                                    OFFICERS
 
         5.1 NUMBER. The officers of the Corporation shall be a Chairman, a
President, a Chief Executive Officer, a Treasurer, a Secretary and such other
officers as may be from time to time appointed by the Board of Directors or by
the Chairman, Chief Executive Officer and President, in accordance with these
Bylaws. One person may simultaneously hold more than one office, except the
President may not simultaneously hold the office of Secretary.
 
         5.2 APPOINTMENT. The principal officers shall be appointed annually by
the Board of Directors at the first meeting of the Board following the annual
meeting of the shareholders, or as soon thereafter as is conveniently possible.
Each officer shall serve at the pleasure of the Board of Directors and until his
or her successor shall have been appointed, or until his or her death,
resignation, or removal.
 
         5.3 RESIGNATION AND REMOVAL. An officer may resign at any time by
delivering notice to the Corporation. Such resignation is effective when such
notice is delivered unless such notice specifies a later effective date. An
officer's resignation does not affect the Corporation's contract rights, if any,
with the officer.
 
         The Board of Directors may remove any officer at any time with or
without cause, but such removal shall not prejudice the contract rights, if any,
of the person so removed.
 
         5.4 VACANCIES. The Board of Directors may fill any vacancy in an office
for any reason for the remaining portion of the term.
 
         5.5 DUTIES.
 
         (a) Chairman. The Chairman shall preside at all meetings of the
shareholders and the Board of Directors and shall see that all orders and
resolutions of the Board of Directors are carried into effect.
 
         (b) Chief Executive Officer. The Chief Executive Officer of the
Corporation shall have general and active management of the business of the
Corporation.
 
         (c) President. The President shall perform such duties as shall be
prescribed to him from time to time by the Chief Executive Officer or the Board
of Directors.
 
         (d) Vice President. The Vice President or Vice Presidents (if any)
shall be active executive officers of the Corporation, shall assist the
Chairman, President, and Chief Executive Officer in the active management of the
business, shall perform such other duties as the President or the Board of
Directors may from time to time prescribe and may be appointed by the Board of
Directors, the Chairman, President, or Chief Executive Officer.
 
         (e) Secretary and Assistant Secretary. The Secretary or an Assistant
Secretary shall attend all meetings of the Board of Directors and all meetings
of the shareholders and shall prepare and record all votes and all minutes of
all such meetings in a book to be kept for that purpose. He or she shall also
perform like duties for any committee when required. The
 
 
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<PAGE>
 
Secretary or an Assistant Secretary shall give, or cause to be given, notice of
all meetings of the shareholders and of the Board of Directors when required,
and unless directed otherwise by the Board of Directors, shall keep a stock
record containing the names of all persons who are shareholders of the
Corporation, showing their place of residence and the number of shares held by
each of them. The Secretary or an Assistant Secretary shall have the
responsibility of authenticating records of the Corporation. The Secretary or an
Assistant Secretary shall perform such other duties as may be prescribed from
time to time by the Board of Directors.
 
         (f) Treasurer. The Treasurer shall have the custody of the
Corporation's funds and securities, shall keep or cause to be kept full and
accurate account of receipts and disbursements in books belonging to the
Corporation, and shall deposit or cause to be deposited all moneys and other
valuable effects in the name and to the credit of the Corporation in such
depositories as may be designated by the Board of Directors. The Treasurer shall
disburse or cause to be disbursed the funds of the Corporation as required in
the ordinary course of business or as may be ordered by the Board, taking proper
vouchers for such disbursements, and shall render to the Chairman, the
President, the Chief Executive Officer, and directors at the regular meetings of
the Board, or whenever they may require it, an account of all of his or her
transactions as Treasurer and the financial condition of the Corporation. He or
she shall perform such other duties as may be incident to the office or as
prescribed from time to time by the President or the Board of Directors. The
Treasurer shall give the Corporation a bond, if required by the Board of
Directors, in a sum and with one or more sureties satisfactory to the Board for
the faithful performance of the duties of the office and for the restoration to
the Corporation in case of his or her death, resignation, retirement, or removal
from office, of all books, papers, vouchers, money, and other property of
whatever kind in his or her possession or under his control belonging to the
Corporation.
 
         (g) Other Officers. Other officers appointed by the Board of Directors,
or the Chairman, President or Chief Executive Officer shall exercise such powers
and perform such duties as the Board of Directors, or the Chairman, President,
or Chief Executive Officer delegates.
 
         (h) Delegation of Duties. In case of the absence or disability of any
officer of the Corporation or of any person authorized to act in his or her
place, the Board of Directors may from time to time delegate the powers and
duties of such officer to any officer, or any director, or any other person whom
it may select, during such period of absence or disability.
 
                                   ARTICLE VI
                                 SHARES OF STOCK
 
         6.1 SHARES WITH OR WITHOUT CERTIFICATES. The Board of Directors may
authorize that some or all of the shares of any or all of the Corporation's
classes or series of stock be evidenced by a certificate or certificates of
stock. The Board of Directors may also authorize the issue of some or all of the
shares of any or all of the Corporation's classes or series of stock without
certificates. The rights and obligations of shareholders with the same class
and/or series of stock shall be identical whether or not their shares are
represented by certificates.
 
 
 
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<PAGE>
 
         (a) Shares with Certificates. If the Board of Directors chooses to
issue shares of stock evidenced by a certificate or certificates, each
individual certificate shall include the following on its face: (i) the
Corporation's name, (ii) the fact that the Corporation is organized under the
laws of the State of Tennessee, (iii) the name of the person to whom the
certificate is issued, (iv) the number of shares represented thereby, (v) the
class of shares and the designation of the series, if any, which the certificate
represents, and (vi) such other information as applicable law may require or as
may be lawful.
 
         If the Corporation is authorized to issue different classes of shares
or different series within a class, the designations, relative rights,
preferences, and limitations determined for each series (and the authority of
the Board of Directors to determine variations for future series) shall be
summarized on the front or back of each certificate. Alternatively, each
certificate shall state on its front or back that the Corporation will furnish
the shareholder this information in writing, without charge, upon request.
 
         Each certificate of stock issued by the Corporation shall be signed
(either manually or in facsimile) by any two officers of the Corporation. If the
person who signed a certificate no longer holds office when the certificate is
issued, the certificate is nonetheless valid.
 
         (b) Shares without Certificates. If the Board of Directors chooses to
issue shares of stock without certificates, the Corporation, if required by the
Act, shall, within a reasonable time after the issue or transfer of shares
without certificates, send the shareholder a written statement of the
information required on certificates by Section 6.1(a) of these Bylaws and any
other information required by the Act.
 
         6.2 SUBSCRIPTIONS FOR SHARES. Subscriptions for shares of the
Corporation shall be valid only if they are in writing. Unless the subscription
agreement provides otherwise, subscriptions for shares, regardless of the time
when they are made, shall be paid in full at such time, or in such installments
and at such periods, as shall be determined by the Board of Directors. All calls
for payment on subscriptions shall be uniform as to all shares of the same class
or of the same series, unless the subscription agreement specifies otherwise.
 
         6.3 TRANSFERS. Transfers of shares of the capital stock of the
Corporation shall be made only on the books of the Corporation by (i) the holder
of record thereof, (ii) his or her legal representative, who, upon request of
the Corporation, shall furnish proper evidence of authority to transfer, or
(iii) his or her attorney, authorized by a power of attorney duly executed and
filed with the Secretary of the Corporation or a duly appointed transfer agent.
Such transfers shall be made only upon surrender, it applicable, of the
certificate or certificates for such shares properly endorsed and with all taxes
thereon paid.
 
         6.4 LOST, DESTROYED, OR STOLEN CERTIFICATES. No certificate for shares
of stock of the Corporation shall be issued in place of any certificate alleged
to have been lost, destroyed, or stolen except on production of evidence,
satisfactory to the Board of Directors, of such loss, destruction, or theft,
and, if the Board of Directors so requires, upon the furnishing of an indemnity
bond in such amount and with such terms and such surety as the Board of
Directors may in its discretion require.
 
 
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                                  ARTICLE VII
                                CORPORATE ACTIONS
 
         7.1 CONTRACTS. Unless otherwise required by the Board of Directors, the
Chairman, the President, the Chief Executive Officer, or any Vice President
shall execute contracts or other instruments on behalf of and in the name of the
Corporation. The Board of Directors may from time to time authorize any other
officer, assistant officer, or agent to enter into any contract or execute any
instrument in the name of and on behalf of the Corporation as it may deem
appropriate, and such authority may be general or confined to specific
instances.
 
         7.2 LOANS. No loans shall be contracted on behalf of the Corporation
and no evidence of indebtedness shall be issued in its name unless authorized by
the Chairman, the President, the Chief Executive Officer, or the Board of
Directors. Such authority may be general or confined to specific instances.
 
         7.3 CHECKS, DRAFTS, ETC. Unless otherwise required by the Board of
Directors, all checks, drafts, bills of exchange, and other negotiable
instruments of the Corporation shall be signed by either the Chairman, the
President, the Chief Executive Officer, a Vice President or such other officer,
assistant officer, or agent of the Corporation as may be authorized so to do by
the Board of Directors. Such authority may be general or confined to specific
business, and, if so directed by the Board, the signatures of two or more such
officers may be required.
 
         7.4 DEPOSITS. All funds of the Company not otherwise employed shall be
deposited from time to time to the credit of the Corporation in such banks or
other depositories as the Board of Directors may authorize.
 
         7.5 VOTING SECURITIES HELD BY THE CORPORATION. Unless otherwise
required by the Board of Directors, the Chairman, President, or Chief Executive
officer shall have full power and authority on behalf of the Corporation to
attend any meeting of security holders, or to take action on written consent as
a security holder, of other corporations in which the Corporation may hold
securities. In connection therewith the Chairman, the President, or the Chief
Executive Officer shall possess and may exercise any and all rights and powers
incident to the ownership of such securities which the Corporation possesses.
The Board of Directors may, from time to time, confer like powers upon any other
person or persons.
 
         7.6 DIVIDENDS. The Board of Directors may, from time to time, declare,
and the Corporation may pay, dividends on its outstanding shares of capital
stock in the manner and upon the terms and conditions provided by applicable
law. The record date for the determination of shareholders entitled to receive
the payment of any dividend shall be determined by the Board of Directors, but
which in any event shall not be less than ten (10) days prior to the date of
such payment.
 
                                  ARTICLE VIII
                                   FISCAL YEAR
 
         The fiscal year of the Corporation shall be determined by the Board of
Directors, and in the absence of such determination, shall be the calendar year.
 
 
 
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                                   ARTICLE IX
                                 CORPORATE SEAL
 
         The Corporation shall not have a corporate seal.
 
                                   ARTICLE X
                               AMENDMENT OF BYLAWS
 
         Except as otherwise provided in the Charter of the Corporation as
amended or restated from time to time, these Bylaws may be altered, amended,
repealed, or restated, and new Bylaws may be adopted, at any meeting of the
shareholders by the affirmative vote of a majority of the stock represented at
such meeting, or by the affirmative vote of a majority of the members of the
Board of Directors who are present at any regular or special meeting.
 
                                   ARTICLE XI
            INDEMNIFICATION, ADVANCEMENT OF EXPENSES, AND INSURANCE.
 
         11.1 INDEMNIFICATION AND ADVANCEMENT OF EXPENSES. The Corporation shall
indemnify and advance expenses to every person who is or was a party or is or
was threatened to be made a party to any action, suit, or proceeding, whether
civil, criminal, administrative, or investigative, by reason of the fact that he
or she is or was a director or officer or is or was serving at the request of
the Corporation as a director, officer, employee, agent, or trustee of another
corporation or of a partnership, joint venture, trust, employee benefit plan, or
other enterprise, including service on a committee formed for any purpose (and,
in each case, his or her heirs, executors, and administrators), against all
expense, liability, and loss (including counsel fees, judgments, fines, ERISA
excise taxes, penalties, and amounts paid in settlement) actually and reasonably
incurred or suffered in connection with such action, suit, or proceeding, to the
fullest extent permitted by the laws of the State of Tennessee, as in effect on
the date hereof and as hereafter amended. The Corporation may indemnify and
advance expenses to any employee or agent of the Corporation who is not a
director or officer (and such person's heirs, executors, and administrators) to
the same extent as to a director or officer, if the Board of Directors
determines that doing so is in the best interests of the Corporation. Such
indemnification may include advancement of expenses in advance of final
disposition of such action, suit, or proceeding, subject to the provision of any
applicable statute.
 
         11.2 NON-EXCLUSIVITY OF RIGHTS. The indemnification and expense
advancement provisions of Section 11.1 shall not be exclusive of any other right
which any person (and such person's heirs, executors and administrators) may
have or hereafter acquire under any statute, provision of the Charter, provision
of these Bylaws, resolution adopted by the shareholders, resolution adopted by
the Board of Directors, agreement, or insurance (purchased by the Corporation or
otherwise), both as to action in such person's official capacity and as to
action in another capacity.
 
         11.3 INSURANCE. The Corporation may maintain insurance, at its expense,
to protect itself and any individual who is or was a director, officer,
employee, or agent of the Corporation, or who, while a director, officer,
employee, or agent of the Corporation, is or was serving at the request of the
Corporation's Board of Directors or its Chief Executive Officer as a
 
 
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director, officer, partner, trustee, employee, or agent of another corporation,
partnership, joint venture, trust, employee benefit plan, 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, or loss
under this Article, the Act or otherwise.
 
                                  ARTICLE XII
                                     NOTICE
 
         Unless otherwise provided for in these Bylaws, any notice required
shall be in writing, except that oral notice is effective if it is reasonable
under the circumstances and not prohibited by the Charter or these Bylaws.
Notice may be communicated in person, by telephone, telegraph, teletype,
facsimile transmission or other form of wire or wireless communication, or by
mail or private carrier. If these forms of personal notice are impracticable,
notice may be communicated by a newspaper of general circulation in the area
where published, or by radio, television, or other form of public broadcast
communication. Written notice to a domestic or foreign corporation authorized to
transact business in Tennessee may be addressed to its registered agent at its
registered office or to the corporation or its secretary at its principal office
as shown in its most recent annual report or, in the case of a foreign
corporation that has not yet delivered an annual report, in its application for
a certificate of authority.
 
         Written notice to shareholders, if in a comprehensible form, is
effective when mailed, if mailed postage prepaid and correctly addressed to the
shareholder's address shown in the Corporation's current record of shareholders.
Except as provided above, written notice, if in a comprehensible form, is
effective at the earliest of the following: (a) when received; (b) five (5) days
after its deposit in the United States mail, if mailed correctly addressed and
with first class postage affixed thereon; (c) on the date shown on the return
receipt, if sent by registered or certified mail, return receipt requested, and
the receipt is signed by or on behalf of the addressee; or (d) twenty (20) days
after its deposit in the United States mail, as evidenced by the postmark if
mailed correctly addressed, and with other than first class, registered, or
certified postage affixed. Oral notice is effective when communicated if
communicated in a comprehensible manner.