**EXHIBIT 3.4**

 

 

 

 

**THEUNION LIGHT, HEAT AND POWER COMPANY**

 

 

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**BY-LAWS**

 

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**ADOPTEDBY SHAREHOLDERS, APRIL 27, 1948**

**AMENDEDBY BOARD OF DIRECTORS, MAY 3, 1950**

**AMENDEDBY SHAREHOLDERS, MAY 2, 1984**

**AMENDEDBY SHAREHOLDERS, MAY 3, 1989**

**AMENDEDBY SHAREHOLDERS, JUNE 16, 1995**

**AMENDEDBY SHAREHOLDERS, MAY 8, 1996**

**AMENDEDEFFECTIVE JULY 24, 1997**

**AMENDEDBY SHAREHOLDERS, MAY 26, 1999**

**AMENDEDBY SHAREHOLDERS, JULY 23, 2003**

 

 

 

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**TABLE OF CONTENTS**

 

**BY-LAWSTHE UNION LIGHT, HEAT AND POWER COMPANY**

 
| ARTICLE I                    |
|------------------------------|
| Offices                      |
|                         |   |   |
| Section                      | 1. | Offices |
|                         |   |   |
| ARTICLE II                   |
| Shareholders’  Meetings |
|                         |   |   |
| Section                      | 1. | Annual Meeting |
|                         | 2. | Notice of Annual  Meeting |
|                         | 3. | Special Meetings |
|                         | 4. | Notice of Special  Meeting |
|                         | 5. | Waiver of Notice |
|                         | 6. | Quorum |
|                         | 7. | Voting |
|                         | 8. | Written  Consent of Shareholders in Lieu of Meeting |
|                         |   |   |
| ARTICLE III                  |
| Board of  Directors          |
|                         |   |   |
| Section                      | 1. | Number of Directors, Tenure,  Vacancies |
|                         | 2. | Annual  Organization Meeting |
|                         | 3. | Regular Meetings |
|                         | 4. | Special Meetings |
|                         | 5. | Notice of Meetings |
|                         | 6. | Quorum |
|                         | 7. | Compensation of  Directors |
|                         | 8. | Executive Committee |
|                         | 9. | Other Committees |
|                         | 10. | Actions of Board |
|                         |   |   |
| ARTICLE IV                   |
| Officers                     |
| Section                      | 1. | Officers |
|                         | 2. | Subordinate Officers |
|                         | 3. | Chairman of the  Board |
|                         | 4. | Vice Chairman |
|                         | 5. | Chief Executive  Officer |
|                         | 6. | Chief Operating  Officer |
|                         | 7. | President |

 

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|                                                            | 8.      | Vice Presidents                                             |
|-----------------------------------------------------------------|---------|-------------------------------------------------------------|
|                                                            | 9.(a).  | Secretary                                                   |
|                                                            | 9.(b).  | Assistant  Secretaries                                      |
|                                                            | 10.(a). | Treasurer                                                   |
|                                                            | 10.(b). | Assistant Treasurers                                        |
|                                                            | 11.(a). | Controller                                                  |
|                                                            | 11.(b). | Assistant Controllers                                       |
|                                                            |    |                                                        |   |
| ARTICLE V                                                       |
| Indemnification  of Directors, Officers,  Employees, and Agents |
|                                                            |    |                                                        |
| Section                                                         | 1.      | Definitions                                                 |
|                                                            | 2.      | Indemnification                                             |
|                                                            | 3.      | Mandatory  Indemnification                                  |
|                                                            | 4.      | Advance for Expenses                                        |
|                                                            | 5.      | Determination  and Authorization of Indemnification         |
|                                                            | 6.      | Indemnification of Officers,  Employees, and Agents         |
|                                                            | 7.      | Insurance                                                   |
|                                                            | 8.      | Application of  this Article                                |
|                                                            |    |                                                        |
| ARTICLE VI                                                      |
| Capital Stock                                                   |
|                                                            |    |                                                        |
| Section                                                         | 1.      | Form and  Execution of Certificates                         |
|                                                            | 2.      | Transfer of Shares                                          |
|                                                            | 3.      | Appointment  of Transfer Agents and Registrars              |
|                                                            | 4.      | Closing  of Transfer Books or Taking Record of Shareholders |
|                                                            | 5.      | Lost Stock  Certificates                                    |
|                                                            |    |                                                        |
| ARTICLE VII                                                     |
| Dividends                                                       |
|                                                            |    |                                                        |
| Section                                                         | 1.      | Dividends                                                   |
|                                                            |    |                                                        |
| ARTICLE VIII                                                    |
| Fiscal Year                                                     |
|                                                            |    |                                                        |
| Section                                                         | 1.      | Fiscal Year                                                 |

 

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| ARTICLE IX                     |
|--------------------------------|
| Contracts, Checks, Notes, etc. |
|                           |   |   |
| Section                        | 1. | Contracts, Checks, Notes, etc. |
|                           |   |   |
| ARTICLE X                      |
| Notice and Waiver of Notice    |
|                           |   |   |
| Section                        | 1. | Notice and  Waiver of Notice |
|                           |   |   |
| ARTICLE XI                     |
| Corporate Seal                 |
|                           |   |   |
| Section                        | 1. | Corporate Seal |
|                           |   |   |
| ARTICLE XII                    |
| Amendment                      |
|                           |   |   |
| Section                        | 1. | Amendment |

 

 

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**BY-LAWSOFTHE UNION LIGHT, HEAT AND POWER COMPANY**

 

ARTICLE I

 

Offices

 

*Section 1**.  Offices*.  The registered office of the Corporationshall be located in the City of Louisville, Jefferson County, Commonwealth ofKentucky.  The Corporation may establishbranch offices and conduct and carry on business at such other places within orwithout the Commonwealth of Kentucky as the Board of Directors may from time totime fix or designate, and any business conducted or carried on at such otherplace or places shall be as binding and effectual as if transacted at theregistered office of the Corporation.

 

ARTICLE II

 

Shareholders’ Meetings

 

*Section1.  Annual Meeting*.  The annual meeting of the shareholders maybe held either within or without the Commonwealth of Kentucky, at such place,time, and date designated by the Board of Directors, for the election ofdirectors, the consideration of the reports to be laid before the meeting andthe transaction of such other business as may be brought before the meeting.

 

*Section2.  Notice of Annual Meeting*.  Notice of the annual meeting shall be given inwriting to each shareholder entitled to vote thereat, at such address asappears on the records of the Corporation at least ten (10) days, and not morethan forty (40) days prior to the meeting.

 

*Section3.  Special Meetings*.  Special meetings of the shareholders may becalled at any time by the Chairman, Vice Chairman, Chief Executive Officer,Chief Operating Officer, or President, or by a majority of the members of theBoard of Directors acting with or without a meeting, or by the persons who holdin the aggregate one-fifth of all the shares outstanding and entitled to votethereat, upon notice in writing, stating the time, place and purpose of themeeting.  Business transacted at allspecial meetings shall be confined to the objects stated in the call.

 

*Section4.  Notice of Special Meeting*.  Notice of a special meeting, in writing,stating the time, place and purpose thereof, shall be given to each shareholderentitled to vote thereat, not less than ten (10) nor more than thirty-five (35)days after the receipt of said request.

 

*Section5.  Waiver of Notice*.  Notice of any shareholders’ meeting may bewaived in writing by any shareholder at any time before or after the meeting.

 

*Section6.  Quorum*.  At any meeting of the shareholders, theholders of a majority of the shares of stock of the Corporation, issued andoutstanding, and entitled to vote, present in person or by proxy, shallconstitute a quorum for all purposes, unless otherwise specified by law or theArticles of Incorporation.

 

If, however, such majority shall not be present orrepresented at any meeting of the shareholders, the shareholders entitled tovote, present in person or by proxy, shall have power to adjourn the meetingfrom time to time without further notice, other than by announcement at the

 

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meeting, until the requisite amount of voting stock shall bepresent.  At any such adjourned meeting,at which a quorum shall be present, any business may be transacted which mighthave been transacted at the meeting as originally called.

 

*Section7.  Voting**.* At any meeting of the shareholders, everyshareholder having the right to vote shall be entitled to vote in person, or byproxy appointed by an instrument in writing subscribed by such shareholder andbearing a date not more than eleven (11) months prior to said meeting, unlesssome other definite period of validity shall be expressly provided therein.

 

Each shareholder shall have one (1) vote for eachshare of stock having voting power, registered in his or her name on the booksof the Corporation, at the date fixed for determination of persons entitled tovote at the meeting or, if no date has been fixed, then at the date of themeeting.  Cumulative voting shall bepermitted only as expressly required by statute.

 

A complete list of shareholders entitled to vote atthe shareholders’ meetings, arranged in alphabetical order, with the addressand the number of voting shares held by each, shall be produced on the requestof any shareholder, and such list shall be prima facie evidence of theownership of shares and of the right of shareholders to vote, when certified bythe Secretary or by the agent of the Corporation having charge of the transferof shares.

 

*Section8.  Written Consent of Shareholders inLieu of Meeting*. Any action required or permitted by statute, the Restated Articles ofIncorporation of the Corporation, or these By-Laws, to be taken at any annualor special meeting of shareholders of the Corporation, may be taken without ameeting, without prior notice, and without a vote, if a written consent in lieuof a meeting, setting forth the actions so taken, shall be signed by all theshareholders entitled to vote thereon. Any such written consent may be given by one or any number ofsubstantially concurrent written instruments of substantially similar tenorsigned by such shareholders, in person or by attorney or proxy duly appointedin writing, and filed with the records of the Corporation.  Any such written consent shall be effectiveas of the effective date thereof as specified therein.

 

ARTICLE III

 

Board of Directors

 

*Section1.  Number of**Directors,Tenure, Vacancies*.  Thebusiness and affairs of the Corporation shall be managed and controlled by aBoard of Directors (who need not beshareholders) consisting of not lessthan three (3) persons and not more than seven (7), the exact number of whichmay be fixed or changed either by the affirmative vote of the majority of theshares represented and entitled to vote at any meeting of the shareholderscalled for the purpose of electing directors, or by the affirmative vote of themajority of the directors then in office at any stated or special meeting ofthe Board of Directors; provided, however, that the board may be subject to certainlimitations as expressly provided for under and pursuant to Kentucky RevisedStatutes §271B.8-030(2), or such similar successor governing statute.  Directors shall be elected annually by theshareholders at the annual meeting, and each director shall hold office untilhis successor shall have been elected and qualified.  Any director may resign at any time.  Vacancies occurring in the Board of Directors shall be filled bythe remaining members of the board.  Adirector thus elected to fill any vacancy shall hold office for the unexpiredterm of his predecessor and until his successor is elected and qualifies.  Any director may be removed at any time bythe affirmative vote of a majority of the stock then issued and entitled tovote at a special meeting of shareholders called for the purpose.

 

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*Section2.  Annual Organization Meeting*.  Immediately after each annual election, thenewly elected directors may meet forthwith (either within or without the Stateof Kentucky) for the purpose of organization, the election of officers and thetransaction of other business.  If amajority of the directors be then present no prior notice of such meeting shallbe required to be given.  The place andtime of such first meeting may, however, be fixed by written consent of all thedirectors, or by three (3) days written notice given by the Secretary of theCorporation.

 

*Section3.  Regular Meetings*.  Regular meetings of the Board of Directorsmay be held at such time and place (either within or without the State ofKentucky), and upon such notice, as the Board of Directors may from time totime determine.

 

*Section4.  Special Meetings*.  Special meetings of the Board of Directorsmay be called by the Chairman, Vice Chairman, Chief Executive Officer, ChiefOperating Officer, or President, or may be called by the written request of two(2) members of the Board of Directors.

 

*Section5.  Notice of Meetings*.  Notice of meetings shall be given to eachdirector in accordance with Article X, Section 1, of these By-Laws.

 

*Section6.  Quor**um*.  A majority of the Board of Directors shallconstitute a quorum for the transaction of business, but a majority of thosepresent at the time and place of any meeting, although less than a quorum, mayadjourn the same from time to time, without notice, until a quorum be had.  The act of a majority of the directorspresent at any such meeting at which a quorum is present shall be the act ofthe Board of Directors.

 

*Section7.  Compensation of Directors*.  Each director of the Corporation (other thandirectors who are salaried officers of the Corporation or of The Cincinnati Gas& Electric Company or any of its affiliates) shall be entitled to receiveas compensation for services such amounts as may be determined from time totime by the Board of Directors in form either in fees for attendance at themeeting of the Board of Directors, or by payment at the rate of a fixed sum permonth, or both.  The same payment mayalso be made to anyone other than a director officially called to attend anysuch meeting.

 

*Section8.  Executive Committee*.  The Board of Directors may, by resolutionpassed by a majority of the whole Board, designate annually three (3) of theirnumber to constitute an Executive Committee, who to the extent provided in theresolution, shall exercise in the intervals between the meetings of the Boardof Directors the powers of the Board in the management of the business andaffairs of the Corporation.

 

The Executive Committee may act by a majority of itsmembers at a meeting or by a writing signed by all of its members.

 

All action by the Executive Committee shall bereported to the Board of Directors at its meeting next succeeding such action.

 

Non-employee members of such Executive Committee shallbe entitled to receive such fees and compensation as the Board of Directors maydetermine.

 

*Section9.  Other Committees*.  The Board of Directors may also appoint suchother standing or temporary committees from time to time as they may see fit,delegating to such committees all or any part of their own powers.  The members of such committees shall beentitled to receive such fees as the Board may determine.

 

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*Section10.  Actions of Board*.  Unless otherwise provided by the RestatedArticles of Incorporation of the Corporation or these By-Laws, any actionrequired or permitted to be taken at any meeting of the Board of Directors ofthe Corporation, or of any committee(s) thereof, may be taken without ameeting, if all the members of the Board of Directors, or of such committee(s),as the case may be, consent thereto in writing, and such writing(s) is filedwith the minutes of proceedings of the Board of Directors, or of suchcommittee(s), of the Corporation.  Anysuch written consent to action of the Board of Directors, or of suchcommittee(s), shall be effectuated by the signature of the member lastlyconsenting thereto in writing, unless the consent otherwise specifies a prioror subsequent effective date.

 

ARTICLE IV

 

Officers

 

*Section1.  Officers*. Theofficers of the Corporation shall consist of a Chairman of the Board, a ChiefExecutive Officer, a President, a Secretary, a Treasurer, a Controller, and mayconsist of a Vice Chairman, a Chief Operating Officer, one or more VicePresidents, one or more Assistant Secretaries, one or more AssistantTreasurers, or one or more Assistant Controllers, all of whom shall be electedby the Board of Directors, and shall hold office for one year and until their successorsare chosen and qualified.

 

Any two or more offices may be held by the sameperson, except that the duties of the President and Secretary shall not beperformed by the same person.  Allvacancies occurring among any of the above offices shall be filled by the Boardof Directors.  Any officer may beremoved with or without cause by the affirmative vote of a majority of thenumber of Directors at any meeting of the Board of Directors.

 

*Section2.  Subordinate Officers*.  The Board of Directors may appoint suchother officers and agents with such powers and duties as they shall deemnecessary.

 

*Section3.  The Chairman of the Board**.* The Chairman of the Board shall be a directorand shall preside at all meetings of the Board of Directors and, in the absenceor inability to act of the Chief Executive Officer, meetings of shareholdersand shall, subject to the Board’s direction and control, be the Board’srepresentative and medium of communication, and shall perform such other dutiesas may from time to time be assigned to the Chairman of the Board by the Boardof Directors.  The Chairman of the Boardshall direct the long-term strategic planning process of the Corporation andshall also lend his or her expertise to such other officers as may be requestedfrom time to time by such officers.  TheChairman shall be a member of the Executive Committee.

 

*Section4.  The Vice Chairman*.  The Vice Chairman of the Board, if there beone, shall be a director and shall preside at meetings of the Board ofDirectors in the absence or inability to act of the Chairman of the Board ormeetings of shareholders in the absence or inability to act of the ChiefExecutive Officer and the Chairman of the Board.  The Vice Chairman shall perform such other duties as may fromtime to time be assigned to him or her by the Board of Directors.  The Vice Chairman shall be a member of theExecutive Committee.

 

*Section5.  The Chief Executive Officer*.  The Chief Executive Officer shall be adirector and shall preside at all meetings of the shareholders, and, in theabsence or inability to act of the Chairman of the Board and the Vice Chairman,at all meetings of the Board of Directors. The Chief Executive Officer shall from time to time report to the Boardof Directors all matters within

 

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his or her knowledge which the interests of the Corporation may requirebe brought to their notice.  The ChiefExecutive Officer shall be the chairman of the Executive Committee and exofficio a member of all standing committees.

 

*Section6.  The Chief Operating Officer*.  The Chief Operating Officer of theCorporation, if there be one, shall have general and active management anddirection of the affairs of the Corporation, shall have supervision of all departmentsand of all officers of the Corporation, shall see that the orders andresolutions of the Board of Directors and of the Executive Committee arecarried into effect, and shall have the general powers and duties ofsupervision and management usually vested in the office of a Chief OperatingOfficer of a corporation.  Unlessotherwise provided, all corporate officers and functions shall report directlyto the Chief Operating Officer, if there be one, or, if not, to the ChiefExecutive Officer.

 

*Section7.  The President*.  The President shall have such duties as maybe delegated by the Board of Directors, Chief Executive Officer or ChiefOperating Officer.

 

*Section8.  The Vice Presidents*.  The Vice Presidents shall perform suchduties as the Board of Directors shall, from time to time, require.  In the absence or incapacity of thePresident, the Vice President designated by the Board of Directors or ExecutiveCommittee, Chief Executive Officer, Chief Operating Officer, or President shallexercise the powers and duties of the President.

 

*Section9(a).  The Secretary*.  The Secretary shall attend all meetings ofthe Board of Directors, of the Executive Committee and of the shareholders andact as clerk thereof and record all votes and the minutes of all proceedings ina book to be kept for that purpose, and shall perform like duties for thestanding committees when required.

 

The Secretary shall keep in safe custody the seal ofthe Corporation, and, whenever authorized by the Board of Directors or theExecutive Committee, affix the seal to any instrument requiring the same.

 

The Secretary shall see that proper notice is given ofall meetings of the shareholders of the Corporation and of the Board ofDirectors and shall perform such other duties as may be prescribed from time totime by the Board of Directors, Chief Executive Officer, Chief OperatingOfficer or President.

 

*(b) Assistant Secretaries*.  At the request of the Secretary, or inhis or her absence or inability to act, the Assistant Secretary or, if there bemore than one, the Assistant Secretary designated by the Secretary, shallperform the duties of the Secretary and when so acting shall have all thepowers of and be subject to all the restrictions of the Secretary.  The Assistant Secretaries shall perform suchother duties as may from time to time be assigned to them by the Board ofDirectors, Chief Executive Officer, Chief Operating Officer, President, orSecretary.

 

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*Section10(a).  The Treasurer*.  The Treasurer shall be the financial officerof the Corporation, shall keep full and accurate accounts of all collections,receipts and disbursements in books belonging to the Corporation, shall depositall moneys and other valuables in the name and to the credit of theCorporation, in such depositories as may be directed by the Board of Directors,shall disburse the funds of the Corporation as may be ordered by the Board ofDirectors, Chief Executive Officer, Chief Operating Officer, or President,taking proper vouchers therefor, and shall render to the Chief ExecutiveOfficer, Chief Operating Officer, or President, and directors at all regularmeetings of the Board, or whenever they may require it, and to the annualmeeting of the shareholders, an account of all his or her transactions asTreasurer and of the financial condition of the Corporation.

 

The Treasurer shall also perform such other duties asthe Board of Directors may from time to time require.

 

If required by the Board of Directors, the Treasurershall give the Corporation a bond in a form and in a sum with suretysatisfactory to the Board of Directors for the faithful performance of theduties of his or her office and the restoration to the Corporation in the caseof his or her death, resignation or removal from office of all books, papers,vouchers, money and other property of whatever kind in his or her possessionbelonging to the Corporation.

 

*(b)Assistant Treasurers*. At the request of the Treasurer, or in his or her absence or inabilityto act, the Assistant Treasurer or, if there be more than one, the AssistantTreasurer designated by the Treasurer, shall perform the duties of theTreasurer and when so acting shall have all the powers of and be subject to allthe restrictions of the Treasurer.  TheAssistant Treasurers shall perform such other duties as may from time to timebe assigned to them by the Board of Directors, Chief Executive Officer, ChiefOperating Officer, President, or Treasurer.

 

*Section11(a).*  *The Controller**. *TheController shall have control over all accounts and records of the Corporationpertaining to moneys, properties, materials and supplies. He or she shall haveexecutive direction over the bookkeeping and accounting departments and shallhave general supervision over the records in all other departments pertainingto moneys, properties, materials and supplies. He or she shall have such otherpowers and duties as are incident to the office of Controller of a corporationand shall be subject at all times to the direction and control of the Board ofDirectors, Chief Executive Officer, Chief Operating Officer, President and aVice President.

 

*(b)Assistant Controllers*. At the request of the Controller, or in his or her absence or inabilityto act, the Assistant Controller or, if there be more than one, the AssistantController designated by the Controller, shall perform the duties of theController and when so acting shall have all the powers of and be subject toall the restrictions of the Controller. The Assistant Controllers shall perform such other duties as may fromtime to time be assigned to them by the Board of Directors, Chief ExecutiveOfficer, Chief Operating Officer, President, or Controller.

 

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ARTICLE V

 

Indemnification of Directors,Officers, Employees, and Agents

 

*Section1.  Definitions*.  As used in this Article:

 

A.                                   “Corporation”includes any domestic or foreign predecessor entity of the Corporation in amerger or other transaction in which the predecessor’s existence ceased uponconsummation of the transaction.

 

B.                                     “Director”means an individual who is or was a Director of the Corporation or anindividual who, while a Director of the Corporation, is or was serving at theCorporation’s request as a director, officer, partner, trustee, employee, oragent of another foreign or domestic corporation, partnership, joint venture,trust, employee benefit plan, or other enterprise.  A Director shall be considered to be serving an employee benefitplan at the Corporation’s request if his or her duties to the Corporation alsoimpose duties on, or otherwise involve services by, him or her to the plan orto participants in or beneficiaries of the plan.  “Director” includes, unless the context requires otherwise, theestate or personal representative of a Director.

 

C.                                     “Expenses”include counsel fees.

 

D.                                    “Liability”means the obligation to pay a judgment, settlement, penalty, fine (including anexcise tax assessed with respect to an employee benefit plan), or reasonable expensesincurred with respect to a proceeding.

 

E.                                      “Officialcapacity” means:

 

(1) When used with respect to a Director, the officeof Director in the Corporation, and

 

(2)  When usedwith respect to an individual other than a Director, as contemplated in Section6, the office in the Corporation held by the officer or the employment oragency relationship undertaken by the employee or agent on behalf of theCorporation.  “Official capacity” shallnot include service for any other foreign or domestic corporation or anypartnership, joint venture, trust, employee benefit plan, or other enterprise.

 

F.                                      “Party”includes an individual who was, is, or is threatened to be made a nameddefendant or respondent in a proceeding.

 

G.                                     “Proceeding”means any threatened, pending, or completed action, suit, or proceeding,whether civil, criminal, administrative, or investigative and whether formal orinformal.

 

*Section 2. Indemnification.*

 

A.                                   Exceptas provided in subsection (D) of this Section, the Corporation shall indemnifyan individual made a party to a proceeding because he or she is or was aDirector against liability incurred in the proceeding if:

 

(1)  He or sheconducted himself or herself in good faith; and

 

(2)  He or shereasonably believed:

 

(a)  In thecase of conduct in his or her official capacity with the Corporation, that hisor her conduct was in its best interest; and

 

(b)    In allother cases, that his or her conduct was at least not opposed to its bestinterests; and

 

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(3)  In thecase of any criminal proceeding, he or she had no reasonable cause to believehis or her conduct was unlawful.

 

B.                                     ADirector’s conduct with respect to an employee benefit plan for a purpose he orshe reasonably believed to be in the interests of the participants in andbeneficiaries of the plan shall be conduct that satisfies the requirement ofsubsection A(2)(b) of this Section.

 

C.                                     Thetermination of a proceeding by judgment, order, settlement, conviction, or upona plea of nolo contendere or its equivalent shall not be, of itself,determinative that the Director did not meet the standard of conduct describedin this Section.

 

D.                                    TheCorporation may not indemnify a Director under this Section:

 

(1)  Inconnection with a proceeding by or in the right of the Corporation in which theDirector was adjudged liable to the Corporation; or

 

(2)  Inconnection with any other proceeding charging improper personal benefit to himor her, whether or not involving action in his or her official capacity, inwhich he or she was adjudged liable on the basis that personal benefit wasimproperly received by him or her.

 

E.                                      Indemnificationpermitted under this Section in connection with a proceeding by or in the rightof the Corporation shall be limited to reasonable expenses incurred inconnection with the proceeding.

 

*Section3.  Mandatory Indemnification*.  Unless limited by the Articles ofIncorporation, the Corporation shall indemnify a Director who was whollysuccessful, on the merits or otherwise, in the defense of any proceeding towhich he or she was a party because he or she is or was a Director of theCorporation against reasonable expenses incurred by him or her in connectionwith the proceeding.

 

*Section4.  Advance for Expenses*.

 

A.                                   TheCorporation may pay for or reimburse the reasonable expenses incurred by aDirector who is a party to a proceeding in advance of final disposition of theproceeding if:

 

(1)  TheDirector furnishes the Corporation a written affirmation of his or her good faithbelief that he or she has met the standard of conduct described in Section 2;

 

(2)  TheDirector furnishes the Corporation a written undertaking, executed personallyor on his or her behalf, to repay the advance if it is ultimately determinedthat he or she did not meet the standard of conduct; and

 

(3)  Adetermination is made that the facts then known to those making thedetermination would not preclude indemnification under this article.

 

B.                                     Theundertaking required by subsection A(2) of this Section shall be an unlimitedgeneral obligation of the Director but shall not be required to be secured andmay be accepted without reference to financial ability to make repayment.

 

C.                                     Determinationsand authorizations of payments under this Section shall be made in the mannerspecified in Section 5.

 

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*Section5.  Determination and Authorization ofIndemnification.*

 

A.                                   TheCorporation shall not indemnify a Director under Section 2 of this Articleunless authorized in the specific case after a determination has been made thatindemnification of the Director is permissible in the circumstances because heor she has met the standard of conduct set forth in Section 2.

 

B.                                     Thedetermination shall be made:

 

(1)  By theBoard of Directors by majority vote of a quorum consisting of Directors not atthe time parties to the proceeding;

 

(2)  If aquorum cannot be obtained under subsection B(1) of this Section, by majorityvote of a committee duly designated by the Board of Directors (in whichdesignation Directors who are parties may participate), consisting solely oftwo or more Directors not at the time parties to the proceeding;

 

(3)  By speciallegal counsel:

 

(a)  Selectedby the Board of Directors or its committee in the manner prescribed insubsection B(1) and (2) of this Section; or

 

(b)  If aquorum of the Board of Directors cannot be obtained under subsection B(1) ofthis Section and a committee cannot be designated under subsection B(2) of thisSection, selected by majority vote of the full Board of Directors (in whichselection Directors who are parties may participate); or

 

(4)  By theshareholders, but shares owned by or voted under the control of Directors whoare at the time parties to the proceeding shall not be voted on thedetermination.

 

C.                                     Authorizationof indemnification and evaluation as to reasonableness of expenses shall bemade in the same manner as the determination that indemnification ispermissible, except that if the determination is made by special legal counsel,authorization of indemnification and evaluation as to reasonableness ofexpenses shall be made by those entitled under subsection B(3) of this Sectionto select counsel.

 

*Section6.  Indemnificat**ion ofOfficers, Employees, and Agents*. Unless the Corporation’s Articles of Incorporation provide otherwise:

 

A.                                   Anofficer of the Corporation who is not a Director shall be entitled to mandatoryindemnification under Section 3, and is entitled to apply for court-orderedindemnification under the Kentucky Business Corporation Act, in each case tothe same extent as a Director;

 

B.                                     TheCorporation may indemnify and advance expenses under this Article to anofficer, employee, or agent of the Corporation who is not a Director to thesame extent as to a Director; and

 

C.                                     TheCorporation may also indemnify and advance expenses to an officer, employee, oragent who is not a Director to the extent, consistent with public policy, thatmay be provided by the Articles of Incorporation, By-Laws, general or specificaction of the Board of Directors, or contract.

 

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*Section7.  Insurance*.  The Corporation may purchase and maintaininsurance on behalf of an 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 theCorporation as a director, officer, partner, trustee, employee, or agent ofanother foreign or domestic corporation, partnership, joint venture, trust,employee benefit plan, or other enterprise, against liability asserted againstor incurred by him or her in that capacity or arising from his or her status asa Director, officer, employee, or agent, whether or not the Corporation wouldhave power to indemnify him or her against the same liability under eitherSection 2 or 3.

 

*Section8.  Application of this Article.*

 

A.                                   Theindemnification and advancement of expenses provided by, or granted pursuantto, this Article shall not be deemed exclusive of any other rights to whichthose seeking indemnification or advancement of expenses may be entitled underthe By-Laws, any agreement, vote of shareholders or disinterested Directors, orotherwise, both as to action in his or her official capacity and as to actionin another capacity while holding such office.

 

B.                                     ThisArticle shall not limit the Corporation’s power to pay or reimburse expensesincurred by a Director in connection with his or her appearance as a witness ata proceeding at a time when he or she has not been made a named defendant orrespondent to the proceeding.

 

ARTICLE VI

 

Capital Stock

 

*Section1.  Form and Execution of Certificates*.  The certificates for shares of the capitalstock of the Corporation shall be of such form and content, not inconsistentwith the law and the Articles of Incorporation, as shall be approved by theBoard of Directors.  The certificatesshall be signed by (1) either the Chairman, Chief Executive Officer, Presidentor a Vice President, and (2) any one of the following officers:  Secretary or Assistant Secretary, Treasureror Assistant Treasurer.  Allcertificates shall be consecutively numbered in each class of shares.  The name and address of the person owningthe shares represented thereby, with the number of shares and the date ofissue, shall be entered on the Corporation’s books.

 

*Section2.  Transfer of Shares*.  Transfer of shares shall be made upon thebooks of the Corporation or respective Transfer Agents designated to transfer eachclass of stock, and before a new certificate is issued the old certificatesshall be surrendered for cancellation.

 

*Section3.  Appointment of Transfer Agents andRegistrars*.  TheBoard of Directors may appoint one or more transfer agents or one or moreregistrars or both, and may require all stock certificates to bear thesignature of either or both.  When anysuch certificate is signed, by a transfer agent or registrar, the signatures ofthe corporate officers and the corporate seal, if any, upon such certificatemay be facsimiles, engraved or printed.

 

In case any officer designated for the purpose, whohas signed or whose facsimile signature has been used on any such certificate,shall, from any cause, cease to be such officer before the certificate has beendelivered by the Corporation, the certificate may nevertheless be adopted bythe Corporation and be issued and delivered as though the person had not ceasedto be such officer.

 

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*Section4.  Closing of Transfer Books or TakingRecord of Shareholders*. The Board of Directors may fix a time not exceeding forty (40) dayspreceding the date of any meeting of shareholders or any dividend payment dateor any date for the allotment of rights as a record date for the determinationof the shareholders entitled to notice of such meeting or to vote thereat or toreceive such dividends or rights as the case may be; or the Board of Directorsmay close the books of the Corporation against transfer of shares during thewhole or any part of such period.

 

*Section 5.  Lost Stock Certificates*.  In the case of a lost stock certificate, anew stock certificate may be issued in its place upon proof of such loss,destruction or mutilation and upon the giving of a satisfactory bond ofindemnity to the Corporation and/or to the transfer agent and registrar of suchstock, if any, in such sum and under such terms as the Board of Directors mayprovide.

 

ARTICLE VII

 

Dividends

 

*Section1.  Dividends*.   Dividends may be declared by the Board ofDirectors (or the Executive Committee, if there be one and the authority todeclare dividends is delegated to the Executive Committee by the Board ofDirectors) and paid in cash, shares, or other property out of the annual netincome to the Corporation or out of its net assets in excess of its capital,computed in accordance with the state statute and subject to the conditions andlimitations imposed by the Articles of Incorporation.

 

No dividends shall be paid to the holders of any classof shares in violation of the rights of the holders of any other class ofshares.

 

Before payment of any dividends or making distributionof any profits, there may be set apart out of the excess of assets availablefor dividends such sum or sums as the Board of Directors (or ExecutiveCommittee, if there be one and the authority to declare dividends or makedistributions is delegated to the Executive Committee) from time to time in itsabsolute discretion thinks proper as a reserve fund for any purpose.

 

ARTICLE VIII

 

Fiscal Year

 

*Section1.  Fiscal Year*.  The fiscal year of the Corporation shallbegin on the first day of January and terminate on the thirty-first day ofDecember in each year.

 

ARTICLE IX

 

Contracts, Checks, Notes, etc.

 

*Section1. Co**ntracts, Checks, Notes, etc*.  All contracts and agreements authorized bythe Board of Directors and all bonds and notes shall, unless otherwise directedby the Board of Directors or unless otherwise required by law, be signed by (1)either the Chairman, Vice Chairman, Chief Executive Officer, Chief OperatingOfficer, President, or a Vice President, and (2) any one of the followingofficers:  Secretary or AssistantSecretary, Treasurer or Assistant

 

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Treasurer.  The Board ofDirectors may by resolution adopted at any meeting designate officers of theCorporation who may in the name of the Corporation execute checks, drafts andorders for the payment of money in its behalf and, in the discretion of theBoard of Directors, such officers may be so authorized to sign such checkssingly without necessity for counter-signature.

 

ARTICLE X

 

Notice and Waiver of Notice

 

*Section1.  Notice and Waiver of Notice*.  Any notice required to be given by theseBy-Laws to a Director or officer may be given in writing, personally served orthrough the United States Mail, or by telephone, telegram, cablegram orradiogram, and such notice shall be deemed to be given at the time when thesame shall be thus transmitted.  Anynotice required to be given by these By-Laws may be waived by the personentitled to such notice.

 

ARTICLE XI

 

Corporate Seal

 

*Section1.  Corporate Seal*.  The corporate seal of the Corporation shallconsist of a metallic stamp, circular in form, bearing in its center the word“Seal”, and on the outer edge the name of the Corporation.

 

ARTICLE XII

 

Amendment

 

*Section1.  Amendment*.  These By-Laws may be amended or repealed atany meeting of the shareholders of the Corporation by the affirmative vote ofthe holders of record of shares entitling them to exercise a majority of thevoting power on such proposal, or, without a meeting, by the written consent ofthe holders of record of shares entitling them to exercise a two-thirdsmajority of the voting power on such proposal.

 

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