Exhibit 3(b)
                                                                 
                             BY-LAWS 

                                OF

                       MID-AMERICA BANCORP


                            ARTICLE I

                             Offices

1.1       Principal Office. The principal office of the
Corporation in the Commonwealth of Kentucky shall be located in
the City of Louisville. 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 at such time, place and on such date as the
Chairman of the Board may designate, said date to be no later
than six months following the end of the Corporation's fiscal
year. The purpose of such meetings shall be the election of
directors and the transaction of 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 to
be held as soon thereafter as may be practicable.

2.2       Special Meetings. Special meetings of the shareholders
may be called by the Chairman of the Board or by a majority of
the members of the Board of Directors, or by the holders of not
less than one-fifth of all the outstanding shares of the
Corporation entitled to vote at such meeting.

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 of shareholders
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 Meeting . Written notice
stating the place, day and hour of the meeting and, in case of a
special meeting, the purpose or purposes for which the meeting is
called, shall be delivered not less than 10 days nor more than 50
days before the date of the meeting, either personally or by
mail, by or at the direction of the Chairman of the Board or the
Secretary, or the person 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 address as it appears on the stock transfer
books of the Corporation, with postage prepaid.

2.5       Meetings by Consent of All Shareholders. If all the
shareholders shall meet at any time and place and consent in
writing to the holding of a meeting, 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 any 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 for a period not exceeding 70 days nor less than
10 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 the date when any exchange or
reclassification of shares shall be effective; or in lieu
thereof, may fix in advance a date, not exceeding 70 days and not
Less than 10 days prior to the date of any meeting of
shareholders, or to 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, as 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 rights in respect of any exchange or
reclassification of shares. 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 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 herein, such determination
shall apply to any adjournment of the meeting for which such
determination was made.

2.8       Voting Record. The officer or agent having charge of
the Corporation's stock transfer books shall make a complete list
of the shareholders entitled to vote at each meeting, arranged in
alphabetical order, with the address of, and the number of shares
held by, each shareholder. Such list shall be produced and kept
open 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, 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 By-Laws. 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 by
his 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 11 months from the
date of its execution, unless otherwise provide in the proxy, but
in no event shall a proxy, unless coupled with an interest, be
voted on after three years from the date of its execution. A
proxy, unless coupled with an interest, 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 and any provisions of the Articles of Incorporation to the
contrary, 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.

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 by such other officer, agent or proxy as the by-laws of
such 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 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 fiduciaries,
unless the Secretary of the Corporation is given written notice
to the contrary by any of such fiduciaries, the vote of one or
more of such fiduciaries shall be presumed to be the vote of all
such fiduciaries. Where shares are held jointly by two or more
fiduciaries, the will of the majority (or both in the case of two
fiduciaries) 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)  Neither treasury shares of its own stock held by the
Corporation, nor shares held by another corporation if a majority
of the shares entitled to vote for the election of directors of
such other corporation is held by the Corporation, shall be voted
at any meeting or counted in determining the total number of
outstanding shares at any given time.

(g)  The Secretary or any shareholder 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 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
in whole numbers among two or more candidates. Directors shall
not be elected in any other manner.

2.14      Action by Consent of Shareholders. 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.

                           ARTICLE III

                           Directors

3.1       General Powers. The business affairs of the Corporation
shall be managed by its Board of Directors.

3.2       Number and Tenure. The Board of Directors shall consist
of not fewer than 10 nor more than 21 individuals, with the exact
number of individuals within such range to be determined by
resolution of the Board of Directors from time to time. Each
director shall hold office until the next annual meeting or
shareholders or until removed. Despite the expiration of a
director's term, such director shall continue to serve until (a)
the director's successor is elected and qualifies, (b) there is a
decrease in the number of directors, or (c) the director is
removed. A decrease in the number of directors shall not shorten
an incumbent director's term. 

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 or with- out cause, by a
vote of the holders of a majority of the shares then entitled to
vote at an election of directors. If less than the entire Board
is to be removed, no one of the directors may be removed if the
votes cast against his removal 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 President
or Secretary of the Corporation, and unless otherwise specified
therein, the acceptance of such resignation shall not be
necessary to make it effective. 

3.4       Annual and Regular Meetings. An annual meeting of the
Board of Directors shall be held without other notice than this
By-Law immediately after, and at the same place as, 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 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 Chairman of
the Board or, if the Corporation has more than one director, 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       Notice. Notice of any special meeting shall be given at
least two days prior thereto by written notice delivered
personally or mailed to each director at his business address, or
by telegram. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail in a sealed
envelope so addressed, with postage prepaid. If notice be given
by telegram, such notice shall be deemed to be delivered when the
telegram is delivered to the telegraph company. Any  director may
waive notice of any meeting. The attendance of a director at any
meeting shall constitute a waiver of notice of such meeting,
except where a director attends a meeting for the express purpose
of objecting 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.

3.7       Quorum. A majority of the number of directors fixed by,
or determined in accordance with, the Articles of Incorporation
shall constitute a quorum for the transaction of business at any
meeting of the Board of Directors, provided, if less than a
majority of the directors are present at said meeting, a majority
of the directors present may adjourn the meeting from time to
time without further notice.

3.8       Manner of Acting. 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.

3.9       Vacancies. Any vacancy occurring in the Board of
Directors may be filled by the affirmative vote of a majority of
the remaining directors though less than a quorum of the Board of
Directors. 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.

3.10      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, and may be paid a stated
annual stipend as director or a fixed sum for attendance at each
meeting of the Board of Directors. No such payment shall preclude
any director from serving the Corporation in any other capacity
and receiving compensation therefor.

3.11      Action by Written Consent. Any action required 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.

3.12      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 by the Board of
Directors.

                            ARTICLE IV

                             OFFICERS

4.1       Classes. The officers of the Corporation shall be a
Chairman of the Board of Directors, a Chief Executive Officer, a
President, 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, except the offices of Chairman of the
Board of Directors, Chief Executive Officer, President and
Secretary may not be held by the same person if the Corporation
has more than one stockholder.

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 there after as
is practicable. 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 be duly elected 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 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.

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       Chairman of the Board of Directors. The Chairman of the
Board of Directors, if that office be created and filled, will be
an officer of the Corporation and may, at the discretion of the
Board of Directors, be the Chief Executive Officer of the
Corporation and, if such, shall, in general, supervise and
control the affairs and business of the Corporation, subject to
control by the Board of Directors. The Chairman of the Board
shall preside at all meetings of the shareholders and Board of
Directors.  If the Board of Directors appoints as Chief Executive
Officer someone other than the Chairman of the Board, that person
shall, in general, supervise and control the affairs and business
of the Corporation, subject to control by the Chairman of the
Board and the Board of Directors.

4.6       Chief Executive Officer.  If no Chairman has been
appointed or, in the absence of the Chairman, the Chief Executive
Officer of the Corporation shall preside at all meetings of the
shareholders and of the Board of Directors. He may sign
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 By-Laws to some other officer
or agent of the Corporation, or shall be required by law to be
otherwise signed or executed. The Chief Executive Officer shall,
in general, perform all duties incident to the office 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 Chief Executive Officer 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, would have had and
exercised if present. The Board of Directors may confer like
powers on any other person or persons.

4.7       President. In the absence of the Chairman of the Board
and the Chief Executive Officer, the President shall be the Chief
Executive Officer of the Corporation. In that capacity,  the
President shall preside at meetings of the Board of Directors.
The President may sign 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 By-Laws to some other officer or agent of the Corporation,
or shall be required by law to be otherwise signed or executed.
The President shall, in general, 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,
would have had and exercised if present. The Board of Directors
may confer like powers on any other person or persons.

4.8      Vice-President. In the absence of the President, or in
the event of his inability or refusal to act, a Vice-President
chosen in advance by the Chairman, the Chief Executive Officer or
the President, or in the absence of such choice, by the Board,
shall perform the duties of the President and when so acting
shall have all the 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; and shall perform such other duties as
from time to time may be assigned to him or her by the President
or by the Board of Directors.  As used herein, the term
"Vice-President" includes the offices of Executive Vice-President,
Senior Vice-President and Vice-President.

4.9       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 Section 5.4; 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 Chief Executive Officer, 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.

4.10       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 By-Laws 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 mailing 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 Chief Executive Officer, the President
or by the Board of Directors.

4.11      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 Chief Executive Officer, the
President or the Board of Directors.

4.12      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       Loans. No loans shall be contracted on behalf of the
Corporation, and no evidences of indebtedness shall be issued in
its name, unless authorized by a resolution of the Board of
Directors. Such authority may be general or confined to specific
instances.

5.3       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.

5.4       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 by
the President or a Vice-President and by the Secretary or an
Assistant Secretary, and, if a seal has been adopted, shall be
sealed with such seal. The signature of such officers upon such
certificates may be facsimiles if the certificate is manually
signed on behalf of a transfer agent or registrar for the
Corporation. 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 therefor 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-in-fact thereunto authorized by the 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

                 Executive and Other Committees

7.1       Executive Committee. The Board of Directors, by
resolution adopted by a majority of the full Board, may designate
from among its members an Executive Committee.

(a)  Authority. When the Board of Directors is not in session,
the Executive Committee shall have and may exercise all of the
authority of the Board of Directors, except to the extent, if
any, that such authority shall be limited by the resolution
appointing the Executive Committee, and except also that the
Executive Committee shall not have the authority of the Board of
Directors in reference to amending the Articles of Incorporation,
adopting a plan of merger or consolidation, recommending to the
shareholders the sale, lease or other disposition of all or
substantially all of the property and assets of the Corporation
otherwise than in the usual and regular course of its business,
recommending to the shareholders a voluntary dissolution of the
Corporation or a revocation thereof, or amending these By-Laws.

(b)  Tenure and Qualifications. Each member of the Executive
Committee shall hold office until the next regular meeting of the
Board of Directors following his designation and until his
successor shall be duly designated and qualified.

(c)  Meetings. Regular meetings of the Executive Committee may be
held without notice at such times and places as the Executive
Committee may fix from time to time by resolution. Special
meetings of the Executive Committee may be called by any member
thereof upon not less than one days notice stating the place,
date and hour of the meeting, which notice may be written or
oral, and if mailed, shall be deemed to be delivered when
deposited in the United States mail, postage prepaid, and
addressed to the member at his business address. Any member of
the Executive Committee may waive notice of any meeting and no
notice of any meeting need be given to any member thereof who
attends in person. The notice of a meeting of the  Executive
Committee need not state the business proposed to be transacted
at the meeting.                               

(d)  Quorum. A majority of the members of the Executive Committee
shall constitute a quorum for the transaction of business at any
meeting thereof. Action of the Executive Committee must be
authorized by an affirmative vote of a majority of the members
present at a meeting at which a quorum is present.

(e)  Action Without a Meeting. Any action required or permitted
to be taken by the Executive Committee 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 members of the
Executive Committee.

(f)  Vacancies. Any vacancy in the Executive Committee may be
filled by a resolution adopted by a majority of the full Board of
Directors.

(g)  Resignations and Removal. Any member of the Executive
Committee may be removed at any time, with or without cause, by
resolution adopted by a majority of the full Board of Directors.
Any member of the Executive Committee may resign from the
Executive Committee 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.

7.2       Other Committees. The Board of Directors, by resolution
adopted by a majority of the full Board, may designate from among
its members such other committees as from time to time it may
consider necessary or appropriate to conduct the affairs of the
Corporation. Each such committee shall have such power and
authority as the Board of Directors may, from time to time,
legally establish for it. The tenure and qualifications of the
members of each committee; the time, place and organization of
such committee's meetings; the notice required to call any such
meeting; the number of members of each such committee that shall
constitute a quorum; the affirmative vote of the committee
members required effectively to take action at any meeting at
which a quorum is present; the action that any such committee can
take without a meeting; the method in which a vacancy among the
members of such committee can be filled and the procedures by
which resignations and removals of members of such committee
shall be acted upon or accomplished shall be fixed by the
resolution adopted by the Board of Directors relative to such
matters.

                           ARTICLE VIII

                        Emergency By-Laws

8.1       Adoption of Emergency By-Laws. The provisions of
Section 8.2 shall be operative during any emergency in the
conduct of the business of the Corporation resulting from an
attack on the United States or on a locality in which the
Corporation conducts its business or customarily holds meetings
of its Board of Directors or its stockholders, or during any
nuclear or atomic disaster, or during the existence of any
catastrophe, or other similar emergency condition, as a result of
which a quorum of the Board of Directors, or a standing committee
thereof, cannot readily be convened for action, notwithstanding
any different provision of these By-Laws or in the Articles of
Incorporation or Kentucky Business Corporation Act. To the extent
not inconsistent with the provisions of this Article, the By-Laws
provided in the other Articles hereof shall remain in effect
during such emergency and upon its termination, the Emergency
By-Laws shall cease to be operative.

8.2      Provisions of Emergency By-Laws.

(a)  A meeting of the Board of Directors may be called by any
officer or director of the Corporation. Notice of the time and
place of the meeting shall be given by the person calling the
meeting to such of the directors as it may be feasible to reach
by any available means of communication. Such notice shall be
given at such time in advance of the meeting as circumstances
permit in the judgment of the person calling the meeting.

(b)  The director or directors in attendance at the meeting shall
constitute a quorum.

(c)  The Board of Directors, either before or during any such
emergency, may provide, and from time to time modify, lines of
succession in the event that during such an emergency, any or all
officers or agents of the Corporation shall, for any reason, be
rendered incapable of discharging their duties.

(d)  The Board of Directors, either before or during any such
emergency, may, effective in the emergency, change the head
office or designate several alternative head offices or regional
offices, or authorize the officers to do so .

(e)  No officer, director or employee acting in accordance with
these Emergency By-Laws shall be liable for such action, except
for willful misconduct. No officer director or employee shall be
liable for any action taken by him in good faith in such an
emergency in furtherance of the ordinary business affairs of the
Corporation, even though not authorized by the By-Laws then in
effect.

8.3       Changes in Emergency By-Laws. These Emergency By-Laws
shall be subject to repeal or change by further action of the
Board of Directors or by action of the shareholders, but no such
repeal or change shall modify the provisions of Section 8.2 with
regard to action taken prior to the time of such repeal or
change. Any amendment of these Emergency By-Laws may make any
further or different provision that may be practical and
necessary for the circumstances of the emergency.

                            ARTICLE IX

                          Miscellaneous

9.1       Amendments. The Board of Directors shall have the power
and authority to alter, amend or repeal these By-Laws by the vote
of a majority of the entire Board of Directors, subject always to
the power of the shareholders to change or repeal such By-Laws.

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.

9.3       Dividends. The Board of Directors may from time to time
declare, and the Corporation shall 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 By-Laws the Articles of
incorporation, or the Kentucky Business Corporation Act, 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       Inspection of Books. Any person who has been a holder
of record of shares of the Corporation for at least six months
prior to the date of his demand, or who shall hold of record at
least five percent of all outstanding shares of the Corporation,
upon 10 business days prior written demand  stating the purpose
thereof, may examine, in person or through his agent, at any
reasonable time and for any proper purpose, the relevant books
and records of the Corporation and may make copies thereof. Such
inspection may be denied to any shareholder or his agent if he
refuses to furnish to the Corporation an affidavit that his
inspection is for a proper purpose, that he has not, within a
period of five years prior to the date thereof, sold or offered
to sell any list of shareholders or holders of voting trust
certificates for any corporation, that he has not aided any
person in procuring any such list for such purpose, and that he
has not improperly used any information secured through any prior
examination of the books and records of any corporation.

9.7       Construction. Unless the context specifically requires
otherwise, any reference in these By-Laws 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.