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EXHIBIT 4.3

           Amended and Restated Bylaws of First Security Bancorp, Inc.


                           AMENDED AND RESTATED BYLAWS

                                       OF

                          FIRST SECURITY BANCORP, INC.


                                    ARTICLE I
                                     Offices


1.1  PRINCIPAL   OFFICE.   The  principal  office  of  the  Corporation  in  the
Commonwealth  of Kentucky  shall be located at 318 East Main Street,  Lexington,
Kentucky 40507.  The  Corporation may have such other offices,  either within or
without the  Commonwealth  of Kentucky,  as the business of the  Corporation may
require from time to time.

1.2 REGISTERED OFFICE. The registered office of the Corporation may be, but need
not be, identical with its principal office in the Commonwealth of Kentucky. The
address of the  registered  office may be changed from time to time by the Board
of Directors.

                                   ARTICLE II
                                  Shareholders


2.1 ANNUAL MEETINGS. The annual meeting of the shareholders shall be held on the
third  Tuesday  in May at such  time  and  place as the  Corporation's  Board of
Directors may  designate,  with the first annual  meeting to be held in the year
2001.  The purpose of such meetings  shall be the election of directors and such
other  business as may  properly  come before it. If the  election of  directors
shall  not be  held on the  day  designated  for an  annual  meeting,  or at any
adjournment  thereof, the Board of Directors shall cause the election to be held
at a  special  meeting  of  the  shareholders  as  soon  thereafter  as  may  be
practicable.

2.2 SPECIAL MEETINGS.  Special meetings of the shareholders may be called by the
Corporation's  Board of Directors,  or by any 5 or more shareholders  holding in
the aggregate  not less than  twenty-five  percent (25%) of all the  outstanding
shares of the  Corporation  entitled to vote at such meeting,  who have demanded
such special meeting in writing delivered to the Corporation's Secretary.

2.3 PLACE OF SPECIAL  MEETINGS.  The Board of Directors  may designate any place
within or without  the  Commonwealth  of  Kentucky  as the place for any special
meeting  called by the  Board of  Directors.  A waiver  of notice  signed by all
shareholders  may include a designation  of any place,  either within or without
the Commonwealth of Kentucky,  as the place for the holding of such meeting.  If
no designation is properly  made, or if a special  meeting be otherwise  called,
the place of meeting shall be at the registered office of the Corporation in the
Commonwealth of Kentucky.

2.4 NOTICE OF ANNUAL OR SPECIAL MEETINGS.  Written or printed notice stating the
place,  day and hour of the  meeting of  shareholders  and, in case of a special
meeting of  shareholders,  the  purpose  or  purposes  for which the  meeting is
called, shall be delivered not fewer than ten (l0) days nor more than sixty (60)
days before the date of the meeting,  either personally or by mail, by or at the
direction of the President or the Secretary,  or the officer or persons  calling
the meeting,  to each shareholder of record entitled to vote at such meeting. If
mailed, such notice shall be deemed to be delivered when deposited in the United
States mail in a sealed  envelope  addressed  to the  shareholder  at his or her
address as it  appears  on the stock  transfer  books of the  Corporation,  with
postage thereon prepaid.


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2.5 MEETINGS BY CONSENT OF ALL SHAREHOLDERS.  If all the shareholders shall meet
at any time and place,  either within or without the  Commonwealth  of Kentucky,
and no shareholder objects at such meeting to holding the meeting or transacting
business  therein,  such meeting shall be valid  without call or notice,  and at
such meeting, any corporate action may be taken.

2.6  WAIVER  AND  CONSENT  TO  MEETINGS  OF LESS  THAN  ALL  SHAREHOLDERS.  If a
shareholder meeting shall occur without all shareholders in attendance,  a prior
or subsequent written waiver of notice or consent to the holding of such meeting
by the absent  shareholders  shall be  equivalent  to the call and giving of any
requisite  notice,  and such meeting shall be valid without call or notice,  and
corporate action may be taken at such meeting.

2.7 CLOSING  TRANSFER  BOOKS AND FIXING OF A RECORD DATE. The Board of Directors
of the  Corporation  may  close  its  stock  transfer  books  as of a date  (and
continuing for a period) not exceeding  seventy (70) days  immediately  prior to
the date of any  meeting  of  shareholders,  or the date for the  payment of any
dividend or for the  allotment  of rights,  or to the date when any  exchange or
reclassification  of shares shall be effective,  and such date of the closing of
the stock  transfer  books of the  Corporation  shall be the record date for the
determination  of  shareholders  entitled  to  notice  of,  or to vote at,  such
meeting, or shareholders  entitled to receive payment of any such dividend or to
receive any such  allotment  of rights,  or to exercise any rights in respect of
any exchange or  reclassification  of shares;  and the shareholders of record on
such  record date shall be the  shareholders  entitled to notice of, and to vote
at, such  meeting,  or to receive  payment of such  dividend or to receive  such
allotment of rights,  or to exercise such rights, in the event of an exchange or
reclassification  of shares,  as the case may be. If the transfer  books are not
closed and no record date is fixed by the Board of Directors, the day before the
date on which  notice  of the  meeting  is  mailed,  or the  date on  which  the
resolution of the Board of Directors  declaring such dividend is adopted or such
other action is taken, as the case may be, shall be deemed to be the record date
for the  determination  of the shareholders of the Corporation and the number of
shares  owned  by them for all of the  purposes  set  forth  in the  immediately
preceding  sentence.  When a  determination  of  shareholders  has been  made as
provided in this  Section,  such  determination  shall apply to any  adjournment
thereof.

2.8 VOTING  RECORD.  The officer or agent having charge of the transfer book for
shares  of the  Corporation  shall  make a  complete  list  of the  shareholders
entitled to vote at any meeting of shareholders,  arranged in alphabetical order
by voting  group,  with the  address  of, and the number of shares held by, each
shareholder.  Such list shall be produced and be available for inspection at the
Corporation's  principal  office  beginning  five (5)  business  days before the
meeting for which the list was  prepared.  Such list shall also be  available at
the time and place of the meeting and shall be subject to the  inspection of any
shareholder during the whole course of the meeting.

2.9 QUORUM. A majority of the outstanding shares of the Corporation  entitled to
vote on a particular  matter,  or a majority of the shares entitled to vote as a
separate  voting group,  represented in person or by proxy,  shall  constitute a
quorum at any meeting of  shareholders.  If a quorum of shareholders is present,
the affirmative vote of a majority of the shares  represented at the meeting and
entitled to vote on the  subject  matter  shall be the act of the  shareholders,
unless  the vote of a greater  number or voting by classes  is  required  by the
Kentucky  Business  Corporation Act or by the Articles of Incorporation or these
Bylaws. The shareholders  present at a duly organized meeting can continue to do
business   until   adjournment,   notwithstanding   the   withdrawal  of  enough
shareholders to leave less than a quorum.

2.10 PROXIES.  At all meetings of shareholders,  a shareholder may vote by proxy
executed  in  writing  by  the   shareholder  or  his  or  her  duly  authorized
attorney-in-fact.   Such  proxy  shall  be  filed  with  the  Secretary  of  the
Corporation before or at the time of the meeting.  No proxy shall be valid after
eleven (11) months from the date of its execution,  unless otherwise provided in
the  proxy.  A  proxy,  unless  coupled  with an  interest  and  expressly  made
irrevocable,  may be revoked in writing at any time.  The effective time of such
revocation  shall be the time the  Secretary  of the  Corporation  receives  the
written notice of revocation.

2.11 VOTING OF SHARES.  Subject to the  provisions of Section 2.13 hereof,  each
outstanding  share of common stock authorized by the  Corporation's  Articles of
Incorporation  to have  voting  power  shall be  entitled  to one vote upon each
matter submitted to a vote at a meeting of shareholders.  The voting rights,  if
any, of classes of shares  other than voting  common stock shall be as set forth
in the Corporation's Articles of Incorporation or by appropriate legal action of
the Board of Directors.


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2.12 VOTING OF SHARES BY CERTAIN HOLDERS.

     (a) Shares standing in the name of another corporation may be voted by that
corporation's  president  or by proxy  appointed  by him or her or by such other
officer,  agent or proxy as the by-laws of such other corporation may prescribe,
or, in the absence of such  provision,  as the board of  directors of such other
corporation may determine.

     (b) Shares held by an administrator,  executor, guardian or conservator may
be voted by him, either in person or by proxy, without a transfer of such shares
into his name.  Shares  standing  in the name of a trustee  may be voted by him,
either in person or by proxy,  but no trustee  shall be  entitled to vote shares
held by him without a transfer of such shares into his name.

     (c)  Shares  standing  in the  name  of a  receiver  may be  voted  by such
receiver,  and shares held by or under the control of a receiver may be voted by
such receiver  without the transfer thereof into his or her name if authority so
to do be contained in an  appropriate  order of the court by which such receiver
was appointed.

     (d) Where shares are held jointly by two or more co-owners or  fiduciaries,
if only one such  fiduciary  votes,  his or her act  shall  be  presumed  by the
Corporation to be the vote of such co-owners or  fiduciaries,  if such fiduciary
appears to be voting on behalf of all the co-owners or fiduciaries. Where shares
are held jointly by three (3) or more  fiduciaries,  the will of the majority of
such  fiduciaries  shall  control  the manner of voting or the giving of a proxy
unless the instrument or order  appointing the  fiduciaries  otherwise  directs.
Where,  in any case,  fiduciaries  are equally divided upon the manner of voting
shares  jointly held by them,  any court of  competent  jurisdiction  may,  upon
petition  filed by any of the  fiduciaries,  or by any  beneficiary,  appoint an
additional person to act with the fiduciaries in determining the manner in which
the  shares  shall  be voted  upon  the  particular  questions  as to which  the
fiduciaries are divided.

     (e) A  shareholder  whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee,  and
thereafter, the pledgee shall be entitled to vote the shares so transferred.

     (f) The  Secretary of the  Corporation  may demand  written  proof that the
person  asserting  the right to vote shares  pursuant to this Section 2.12 holds
the  position  he claims to hold and has been  properly  authorized  to vote the
shares he represents.  Such proof, if demanded,  shall be presented prior to the
voting of such shares by such person.

2.13  CUMULATIVE  VOTING.  At each  election  for  directors,  each  shareholder
entitled to vote at such election  shall have the right to cast, in person or by
proxy,  as many votes in the  aggregate  as he or she shall be  entitled to vote
under the Corporation's  Articles of Incorporation,  multiplied by the number of
directors  to be elected at such  election;  and each  shareholder  may cast the
whole number of votes for one  candidate or  distribute  such votes among two or
more candidates. Directors shall not be elected in any other manner.

2.14 ACTION BY WRITTEN CONSENT. Any action required to be taken, or which may be
taken,  at a meeting  of the  shareholders  may be taken  without a meeting if a
consent in writing, setting forth the action so taken, shall be signed by all of
the shareholders entitled to vote with respect to the subject matter thereof.

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                                   ARTICLE III
                                    Directors


3.1 GENERAL POWERS. The business and affairs of the Corporation shall be managed
by its Board of Directors.


3.2  NUMBER,  TENURE  AND  QUALIFICATIONS.   The  number  of  directors  of  the
Corporation shall be not less than five (5) nor more than twenty-five (25) (with
such number to be twenty-one  (21) until altered by a resolution of the Board of
Directors  or the  shareholders)  and may be  increased or decreased by either a
resolution of (i) the Board of Directors,  or (ii) the  shareholders,  provided,
that any  increase or decrease of the number of  directors  greater  than thirty
percent (30%) of the number of directors last approved by the shareholders shall
require  shareholder  approval and provided  further that no decrease shall have
the effect of shortening the term of any incumbent director. The directors shall
be divided into three classes with each class being as nearly equal in number as
possible.  The term of office of the first class of  directors  shall be one (1)
year and shall expire at the first  annual  meeting of the  shareholders  of the
Corporation (or until their  successors are elected and qualified);  the term of
the second  class of  directors  shall be two (2) years and shall  expire at the
second  annual  meeting  of  shareholders  of the  Corporation  (or until  their
successors  are  elected  and  qualified);  and the term of the  third  class of
directors  shall be three (3) years and shall expire at the third annual meeting
of the  shareholders of the  Corporation (or until their  successors are elected
and  qualified).  The  directors  need not be residents of the  Commonwealth  of
Kentucky, nor need they hold any shares of the capital stock of the Corporation.
The Board of  Directors  shall have  authority  to amend the Bylaws to prescribe
other qualifications for directors.

3.3 REMOVAL AND RESIGNATIONS.  At a meeting of shareholders called expressly for
that purpose,  any director or the entire Board of Directors may be removed with
cause by a vote of the holders of a majority of the shares then entitled to vote
at an election of directors. No one of the directors may be removed if the votes
cast against his removal would be  sufficient to elect him if then  cumulatively
voted at an election of the entire Board of  Directors,  or, if there be classes
of  directors,  at an election of the class of  directors of which he is a part.
Whenever  the  holders of the shares of any class are  entitled  to elect one or
more  directors  by  the  provisions  of  the  Articles  of  Incorporation,  the
provisions of this Section shall apply,  in respect to the removal of a director
or directors so elected, to the vote of the holders of the outstanding shares of
that class and not to the vote of the outstanding  shares as a whole. Any member
of the Board of Directors  may resign from the Board of Directors at any time by
giving written notice to the Corporation's Board of Directors (or its Chairman),
President or Secretary, and unless otherwise specified therein, such resignation
shall be effective upon the delivery of such notice.

3.4 REGULAR  MEETINGS.  A regular annual meeting of the Board of Directors shall
be held  immediately  after the  annual  meeting of  shareholders.  The Board of
Directors  may provide,  by  resolution,  the time and place,  either  within or
without the  Commonwealth  of Kentucky,  for the holding of  additional  regular
meetings without other notice than such resolution.

3.5 SPECIAL  MEETINGS.  Special meetings of the Board of Directors may be called
by or at the request of the President or any two directors. All special meetings
of the  Board  of  Directors  shall  be  held  at the  principal  office  of the
Corporation  or such  other  place  as may be  specified  in the  notice  of the
meeting.

3.6  MANNER  OF  CONDUCTING  BOARD  MEETINGS.  The  Board  of  Directors  of the
Corporation  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
shall be deemed to be present in person at the meeting.

3.7 NOTICE.  Notice of the date,  time and place of any special meeting shall be
given at least two (2) days prior thereto by written notice delivered personally
or mailed to each director at his or her business address,  or by telegram.  Any
director may waive notice of any meeting.  The  attendance  of a director at, or
participation  in,  any  meeting  shall  constitute  a waiver  of notice of such
meeting,  except where a director  attends a meeting for the express  purpose of
objecting (at the beginning of the meeting) to the  transaction  of any business
because the meeting is not lawfully called or convened.  Neither the business to
be  transacted  at, nor the purpose  of, any  regular or special  meeting of the
Board of  Directors  need be specified in the notice or waiver of notice of such
meeting.


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3.8 QUORUM.  A majority of the number of directors  fixed by, or  determined  in
accordance  with,   Section  3.2  hereof  shall  constitute  a  quorum  for  the
transaction of business at any meeting of the Board of Directors.

3.9 VOTING.  The act of the  majority of the  directors  present at a meeting at
which a quorum is  present  shall be the act of the Board of  Directors,  unless
otherwise required by the Articles of Incorporation.

3.10 VACANCIES. Any vacancy occurring in the Board of Directors may be filled by
the  shareholders  or by the Board of Directors.  If the directors  remaining in
office constitute fewer than a quorum of the Board, they may fill the vacancy by
the affirmative vote of a majority of all directors  remaining in office. If the
vacancy was held by a director elected by a voting group of  shareholders,  only
the holders of shares of that voting group shall be entitled to vote to fill the
vacancy  if it is filled by the  shareholders.  A vacancy  that will  occur at a
specific later date may be filled before the vacancy occurs but the new director
may not take office until the vacancy occurs.

A director  elected to fill a vacancy shall be elected for the unexpired term of
his  predecessor  in  office.  Any  directorship  to be  filled  by reason of an
increase in the number of directors  may be filled by the Board of Directors for
a term of office  continuing  only until the next  election of  directors by the
shareholders.

3.11 COMPENSATION. By resolution of the Board of Directors, each director may be
paid his  expenses,  if any,  of  attendance  at each  meeting  of the  Board of
Directors,  a stated  stipend as director or a fixed sum for  attendance at each
meeting of the Board of Directors,  or both, and any other benefits as the Board
of Directors may  determine.  No such payment  shall  preclude any director from
serving  the  Corporation  in any  other  capacity  and  receiving  compensation
therefore.

3.12 ACTION BY WRITTEN CONSENT.  Any action required or permitted to be taken by
the Board of Directors at a meeting may be taken  without a meeting if a consent
in  writing,  setting  forth the action so taken,  shall be signed by all of the
directors.

3.13 CHAIRMAN AND VICE-CHAIRMAN OF THE BOARD. The Board of Directors may appoint
one of its members  Chairman of the Board of  Directors.  The Board of Directors
may also appoint one of its members as  Vice-Chairman of the Board of Directors,
and such individual  shall serve in the absence of the Chairman and perform such
additional duties as may be assigned to him or her by the Board of Directors.

                                   ARTICLE IV
                                    Officers


4.1 OFFICERS. The officers of the Corporation shall be a President,  one or more
Vice-Presidents,  a Secretary and a Treasurer,  each of whom shall be elected by
the Board of Directors.  Such other  officers and  assistant  officers as may be
deemed necessary may be elected or appointed by the Board of Directors.  Any two
or more offices may be held by the same person.

4.2  ELECTION  AND TERM OF OFFICE.  The  officers  of the  Corporation  shall be
elected by the Board of Directors at the first and,  thereafter at each,  annual
meeting of the Board of Directors. If the election of officers shall not be held
at any  such  meeting,  such  election  shall be held as soon  thereafter  as is
convenient.  Vacancies  may be filled or new  offices  created and filled at any
meeting of the Board of  Directors.  Each  officer  shall hold office  until his
successor  shall have been duly  elected and shall have  qualified  or until his
death or until  he  shall  resign  or shall  have  been  removed  in the  manner
hereinafter provided.

4.3 REMOVAL AND  RESIGNATIONS.  Any officer or agent elected or appointed by the
Board of  Directors  may be removed by the Board of  Directors,  with or without
cause, whenever, in its judgment, the best interests of the Corporation would be
served  thereby,  but such  removal  shall be without  prejudice to the contract
rights, if any, of the person so removed.  Election or appointment of an officer
or agent  shall  not of  itself  create  contract  rights.  Any  officer  of the
Corporation  may resign at any time by giving written notice to the President or
Secretary  of the  Corporation,  and unless  otherwise  specified  therein,  the
acceptance of such resignation shall not be necessary to make it effective.

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4.4 VACANCIES. A vacancy in any office because of death,  resignation,  removal,
disqualification  or otherwise  may be filled by the Board of Directors  for the
unexpired portion of the term.

4.5  PRESIDENT.  The  President  shall be the  chief  executive  officer  of the
Corporation.  If no  chairman  has been  appointed  or,  in the  absence  of the
chairman (and vice-chairman if one has been appointed),  he shall preside at all
meetings of the  shareholders  and of the Board of Directors.  He may sign, with
the  Secretary  or  any  other  proper  officer  of  the  Corporation  thereunto
authorized  by  the  Board  of  Directors,   certificates   for  shares  of  the
Corporation,  any deeds, mortgages,  bonds, contracts or other instruments which
the Board of Directors has authorized to be executed,  except in cases where the
signing and  execution  thereof  shall be  expressly  delegated  by the Board of
Directors or by these Bylaws to some other officer or agent of the  Corporation,
or shall be required by law to be otherwise signed or executed; and, in general,
shall  perform  all duties  incident to the office of  President  and such other
duties as may be prescribed by the Board of Directors from time to time.  Unless
otherwise ordered by the Board of Directors, the President shall have full power
and  authority  on  behalf of the  Corporation  to  attend,  act and vote at any
meetings of  shareholders  of any  corporation in which the Corporation may hold
stock, and at any such meeting,  shall hold and may exercise all rights incident
to the ownership of such stock which the Corporation,  as owner,  might have had
and  exercised if present.  The Board of Directors may confer like powers on any
other person or persons.

4.6 VICE  PRESIDENT.  In the  absence of the  President,  or in the event of his
inability or refusal to act, a  Vice-President  shall  perform the duties of the
President and when so acting, shall have all powers of and be subject to all the
restrictions upon the President. Any Vice-President may sign, with the Secretary
or an Assistant  Secretary,  certificates  for shares of the  corporation  whose
issuance has been authorized by the Board of Directors.  A Vice-President  shall
also  perform  such other  duties as may from time to time be assigned to him by
the President or by the Board of Directors.

4.7 TREASURER. The Treasurer shall have charge and custody of and be responsible
for all funds and securities of the  Corporation;  receive and give receipts for
monies  due and  payable to the  Corporation  from any  source  whatsoever,  and
deposit all such  monies in the name of the  Corporation  in such  banks,  trust
companies and other  depositories  as shall be selected in  accordance  with the
provisions of ARTICLE V of these Bylaws; and, in general, perform all the duties
incident to the office of  Treasurer  and such other duties as from time to time
may be assigned to him by the Chairman of the Board,  the President or the Board
of Directors. If required by the Board of Directors,  the Treasurer shall give a
bond for the  faithful  discharge of his duties in such sum and with such surety
or sureties as the Board of Directors shall determine.

4.8  SECRETARY.  The Secretary  shall (a) keep the minutes of the  shareholders'
meetings and of the Board of Directors'  meetings in one or more books  provided
for that purpose; (b) see that all notices are duly given in accordance with the
provisions  of these  Bylaws or as  required  by law;  (c) be  custodian  of the
corporate  records  and of the  seal,  if any,  of the  Corporation;  (d) keep a
register  of the Post  Office  address  of each  shareholder;  (e) sign with the
President or Vice-President certificates for shares of stock of the Corporation;
(f) have general charge of the stock transfer books of the Corporation;  and, in
general,  perform all duties  incident to the office of Secretary and such other
duties as from time to time may be assigned to him by the Chairman of the Board,
the President or by the Board of Directors.

4.9 ASSISTANT TREASURERS AND ASSISTANT SECRETARIES.

     (a) The Assistant Treasurer,  if that office be created and filled,  shall,
if required by the Board of Directors,  give bond for the faithful  discharge of
his  duty in such sum and with  such  surety  as the  Board of  Directors  shall
determine.

     (b) The Assistant  Secretary,  if that office be created and filled, and if
authorized  by  the  Board  of  Directors,  may  sign,  with  the  President  or
Vice-President, certificates for shares of the Corporation.

     (c) The Assistant Treasurers and Assistant  Secretaries,  in general, shall
perform such additional  duties as shall be assigned to them by the Treasurer or
the Secretary,  respectively,  or by the Chairman of the Board, the President or
the Board of Directors.

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4.10 COMPENSATION.  The compensation of the officers of the Corporation shall be
fixed  from  time to time by the Board of  Directors,  and no  officer  shall be
prevented from receiving such compensation by reason of the fact that he is also
a director of the Corporation.

                                    ARTICLE V
                      Contracts, Loans, Checks and Deposits


5.1  CONTRACTS.  The Board of Directors  may  authorize any officer or officers,
agent or  agents,  to enter  into any  contract  and  execute  and  deliver  any
instruments in the name of and on behalf of the Corporation.  Such authority may
be general or confined to specific instances.

5.2 CHECKS,  DRAFTS, ETC. All checks,  drafts or other orders for the payment of
money,  notes or  other  evidences  of  indebtedness  issued  in the name of the
Corporation shall be signed by such officer or officers,  or agent or agents, of
the Corporation and in such manner as shall, from time to time, be determined by
resolution of the Board of Directors.

5.3  DEPOSITS.  All funds of the  Corporation  not otherwise  employed  shall be
deposited,  from time to time, to the credit of the  Corporation  in such banks,
trust companies and other depositories as the Board of Directors may select.

                                   ARTICLE VI
                   Certificates for Shares and Their Transfer


6.1 CERTIFICATES FOR SHARES. Certificates representing shares of the Corporation
shall be in such form as may be  determined by the Board of Directors and by the
laws of the Commonwealth of Kentucky.  Such certificates shall be signed (either
manually  or in  facsimile)  by the  President  or a  Vice-President  and by the
Secretary or an assistant  secretary,  and may bear the seal of the Corporation,
or a facsimile  thereof.  All  certificates  for shares  shall be  consecutively
numbered. The name of the person owning the shares represented thereby, with the
number  of  shares  and date of  issue,  shall be  entered  on the  books of the
Corporation.  All certificates surrendered to the Corporation for transfer shall
be  canceled  and  no  new  certificates   shall  be  issued  until  the  former
certificates  for a like  number  of shares  shall  have  been  surrendered  and
canceled, except that, in case of a lost, destroyed or mutilated certificate,  a
new one may be issued therefore upon such terms and indemnity to the Corporation
as the Board of Directors may prescribe.

6.2 TRANSFER OF SHARES. Transfer of shares of the Corporation shall be made only
on the books of the  Corporation by the  registered  holder  thereof,  or by his
legal representative who shall furnish proper evidence of authority to transfer,
or by his attorney  thereunto  authorized by power of attorney duly executed and
filed with the Secretary of the  Corporation,  and on surrender for cancellation
of the certificate for such shares. The person in whose name shares stand on the
books of the  Corporation  shall be deemed the owner thereof for all purposes as
regards the Corporation.

                                   ARTICLE VII
                                   Committees


The board of  directors  shall have  authority  to, by  resolution  adopted by a
majority  of all  directors  then in  office,  create  and form  from  among its
members,  from  time to  time,  such  committees  (consisting  of at  least  one
director) as the board may consider  necessary or convenient  for the conduct of
its business.  Any such committee shall have the full power and authority as the
board of directors may, from time to time,  legally  establish for it,  provided
that no committee shall authorize or approve distributions,  except according to
a formula or method,  or within  limits,  prescribed  by the board of directors;
approve or propose to shareholders action that the Kentucky Business Corporation
Act  requires  be  approved  by  shareholders;  fill  vacancies  on the board of
directors  or on any  committee  of the  board  of  directors  (other  than  the
appointment of an alternative  committee  member to act in place of an absent or
disqualified  committee member to the extent permitted by the Kentucky  Business
Corporation Act); or adopt, amend or repeal the Bylaws. The rules and procedures
governing the conduct of any such  committee  shall be the same as the standards
established  in this  Article III for such  matters  with  respect to the entire
board of directors.

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                                  ARTICLE VIII
                                 Indemnification


8.1 Definitions. As used in this Article VIII:

     (a) "Proceeding" means any threatened, pending or completed action, suit or
proceeding,  whether  civil,  criminal,  administrative  or  investigative,  and
whether formal or informal;

     (b)  "Party"  includes a person who was, is or is  threatened  to be made a
named defendant or respondent in a Proceeding;

     (c) "Expenses" include attorneys' fees;

     (d)  "Officer"  means  any  person  serving  as  Chairman  of the  Board of
Directors, President, Vice-President,  Treasurer, Secretary or any other officer
of the Corporation; and

     (e)  "Director"  means  an  individual  who  is or  was a  director  of the
Corporation or an individual who, while a director of the Corporation, is or was
serving at the  request of the  Corporation  as a  director,  officer,  partner,
trustee,   employee  or  agent  of  another  foreign  or  domestic  corporation,
partnership,   limit  ed  liability   company,   registered   limited  liability
partnership,  joint venture, association,  trust, employee benefit plan or other
entity.  A Director shall be considered  serving an employee benefit plan at the
request of the Corporation if his duties to the  Corporation  also impose duties
on, or otherwise  involve  services by, him to the plan or to participants in or
beneficiaries  of the plan.  "Director"  includes,  unless the context  requires
otherwise, the estate or personal representative of a director.

8.2 Indemnification by Corporation.

     (a) The  Corporation  shall indemnify any Officer or Director who is made a
Party to any  Proceeding  by reason  of the fact  that such  person is or was an
Officer or Director if:

          (1) Such Officer or Director conducted himself in good faith; and

          (2) Such Officer or Director reasonably believed:

               (i) In the case of  conduct  in his  official  capacity  with the
          Corporation,  that  his  conduct  was in  the  best  interests  of the
          Corporation; and

               (ii) In all  other  cases,  that his  conduct  was at  least  not
          opposed to the best interests of the Corporation; and

          (3) In the case of any criminal Proceeding, he had no reasonable cause
     to believe his conduct was unlawful.

     (b) A Director's  conduct  with  respect to an employee  benefit plan for a
purpose he reasonably  believes to be in the interest of the participants in and
beneficiaries  of the plan shall be conduct that  satisfies the  requirement  of
Section 8.2 (a)(2)(ii) of these Bylaws.

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<PAGE>


     (c)  Indemnification  shall be made against  judgments,  penalties,  fines,
settlements and reasonable Expenses, including legal Expenses, actually incurred
by such Officer or Director in connection with the Proceeding, except (1) if the
Proceeding was by or in the right of the Corporation,  indemnification  shall be
made only against such  reasonable  Expenses and shall not be made in respect of
any  Proceeding in which the Officer or Director  shall have been adjudged to be
liable to the Corporation,  and (2)if the Proceeding  charged improper  personal
benefit to the Officer or Director  and the  Officer or  Director  was  adjudged
liable on the basis that improper  personal  benefit was improperly  received by
him,  indemnification  shall not be made.  The  termination of any Proceeding by
judgment, order, settlement, conviction or upon a plea of nolo contendere or its
equivalent,  shall not, by itself, be determinative that the Officer or Director
did not meet the requisite standard of conduct set forth in this Section 8.2.

     (d) (1) Reasonable  Expenses  incurred by an Officer or Director as a Party
to a  Proceeding  with respect to which  indemnity is to be provided  under this
Section 8.2 shall be paid or  reimbursed  by the  Corporation  in advance of the
final disposition of such Proceeding provided:

               (i) The  Corporation  receives (I) a written  affirmation  by the
          Officer  or  Director  of his good  faith  belief  that he has met the
          requisite  standard of conduct set forth in this Section 8.2, and (II)
          the Corporation  receives a written undertaking by or on behalf of the
          Officer or  Director to repay such  amount if it shall  ultimately  be
          determined that he has not met such standard of conduct; and

               (ii) The  Corporation's  Board of Directors (or other appropriate
          decision  maker for the  Corporation)  determines  that the facts then
          known to the Board of Directors (or decision maker) would not preclude
          indemnification under Kentucky law.

          (2) The  undertaking  required  herein shall be an  unlimited  general
     obligation  of the Officer or Director  but shall not require any  security
     and shall be accepted  without  reference to the  financial  ability of the
     Officer or Director to make repayment.

          (3)  Determinations  and authorizations of payments under this Section
     8.2(d)  shall be made in the manner  specified  in Section  8.2(e) of these
     Bylaws.

     (e) (1) The  Corporation  shall not indemnify an Officer or Director  under
     this  Section  8.2  unless   authorized   in  the  specific  case  after  a
     determination has been made that indemnification of the Officer or Director
     is  permissible  in the  circumstances  because he has met the  standard of
     conduct set forth in this Section 8.2.

          (2) Such determination shall be made:

               (i) By the Corporation's Board of Directors by majority vote of a
          quorum  consisting  of  directors  not  at  the  time  Parties  to the
          Proceeding;

               (ii) If a quorum cannot be obtained under Section 8.2(e)(2)(i) of
          these Bylaws,  by majority vote of a committee duly  designated by the
          Corporation's  Board of Directors (in which designation  directors who
          are Parties  may  participate),  consisting  solely of two (2) or more
          directors not at the time Parties to the Proceeding; or

               (iii) By special legal counsel:

                    [1] Selected by the Corporation's  Board of Directors or its
               committee in the manner  prescribed in Sections  8.2(e)(2)(i) and
               (ii) of these Bylaws; or


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<PAGE>


                    [2] If a quorum of the Board of Directors cannot be obtained
               under Section 8.2(e)(2)(i) of these Bylaws and a committee cannot
               be  designated  under  Section  8.2(e)(2)(ii)  of  these  Bylaws,
               selected by a majority  vote of the full Board of  Directors  (in
               which selection directors who are Parties may participate); or

                    [3] By the  shareholders,  provided  that shares owned by or
               voted under the control of Directors  who are at the time Parties
               to the Proceeding shall not be voted on the determination.

          (3)   Authorization   of   indemnification   and   evaluation   as  to
     reasonableness  of  Expenses  shall  be  made  in the  same  manner  as the
     determination  that  indemnification  is  permissible,  except  that if the
     determination   is  made  by  special  legal  counsel,   authorization   of
     indemnification  and evaluation as to  reasonableness  of Expenses shall be
     made by those  entitled  under  Section  8.2(e)(2)(iii)  of these Bylaws to
     select counsel.

8.3 FURTHER  INDEMNIFICATION.  Notwithstanding any limitation imposed by Section
8.2 of these  Bylaws or  elsewhere  and in addition to the  indemnification  set
forth in  Section  8.2 of these  Bylaws,  the  Corporation,  to the full  extent
permitted by law, may agree by contract or otherwise to indemnify any Officer or
Director  and  hold  him  harmless  against  any  judgments,  penalties,  fines,
settlements and reasonable Expenses actually incurred or reasonably  anticipated
in connection  with any  Proceeding in which any Officer or Director is a Party,
provided the Officer or Director was made a Party to such  Proceeding  by reason
of the fact that he is or was an Officer or  Director of the  Corporation  or by
reason of any  inaction,  nondisclosure,  action  or  statement  made,  taken or
omitted  by or on  behalf  of  the  Officer  or  Director  with  respect  to the
Corporation  or by or on behalf of the Officer or Director in his capacity as an
Officer or Director.

8.4 INSURANCE. The Corporation may, in the discretion of the Board of Directors,
purchase  and  maintain or cause to be  purchased  and  maintained  insurance on
behalf of all Officers and Directors against any liability asserted against them
or  incurred  by them in their  capacity  or arising  out of their  status as an
Officer or Director, to the extent such insurance is reasonably available.  Such
insurance  shall  provide such  coverage  for the Officers and  Directors as the
Board of Directors may deem appropriate.

                                   ARTICLE IX
                                  Miscellaneous


9.1  AMENDMENTS.  The Board of Directors  shall have the power and  authority to
alter, amend or repeal these Bylaws at any regular or special meeting at which a
quorum is present by the vote of a majority  of the entire  Board of  Directors,
subject always to the power of the shareholders  under Kentucky law to change or
repeal these Bylaws.

9.2 FISCAL YEAR.  The Board of  Directors  shall have the power to fix, and from
time to time change, the fiscal year of the Corporation.  Unless otherwise fixed
by the Board, the calendar year shall be the fiscal year.

9.3 DIVIDENDS.  The Board of Directors may, from time to time, declare,  and the
Corporation may pay,  dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law and its Articles of Incorporation.

9.4 SEAL.  The Board of  Directors  may adopt a  corporate  seal which  shall be
circular in form and shall have inscribed  thereon the name of the  Corporation,
the state of incorporation, and the word "SEAL".

9.5 WAIVER OF NOTICE.  Whenever  any notice is  required  to be given  under the
provisions  of  these  Bylaws,  or under  the  provisions  of the  Corporation's
Articles of  Incorporation,  or under the provisions of the corporation  laws of
the Commonwealth of Kentucky, a waiver thereof in writing,  signed by the person
or persons  entitled  to such  notice,  whether  before or after the time stated
therein, shall be equivalent to the giving of such notice.

9.6  CONSTRUCTION.  Unless the  context  specifically  requires  otherwise,  any
reference  in these Bylaws to any gender shall  include all other  genders;  any
reference to the singular  shall  include the plural;  and any  reference to the
plural shall include the singular.

                                  Page 82 of 96