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                                                                     EXHIBIT 4.1

                              AMENDED AND RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                                 NS GROUP, INC.

                  ORIGINALLY AUTHORIZED ON AUGUST 24, 1989 AND
         INCORPORATING ARTICLES OF AMENDMENT ADOPTED ON NOVEMBER 5, 1998

                                    ARTICLE I

         The name of the Corporation is NS Group, Inc.

                                   ARTICLE II

         The period of duration is perpetual.

                                   ARTICLE III

         The purposes for which the Corporation is organized are to transact any
or all lawful business for which Corporations may be incorporated under the
Kentucky Business Corporation Act and to exercise any and all powers that
Corporations may now or hereafter exercise under the Kentucky Business
Corporation Act.

                                   ARTICLE IV

                  (a)      The aggregate number of shares of Common Stock which
the Corporation shall have the authority to issue is 40,000,000. Each share
shall be valued without par value. All shares of Common Stock shall be voting
stock, and the holders thereof shall be entitled to one vote for each share of
stock standing in their names.

                  (b)      The aggregate number of shares of Class A Preferred
Stock which the Corporation shall have the authority to issue is 2,000,000. The
par value of each share shall be $10.00.

         Subject to the limitations hereinafter contained and to the
requirements of the laws of the State of Kentucky, authority is hereby vested in
the Board of Directors of the Corporation to issue said 2,000,000 shares of the
Class A Preferred Stock in one or more series and by resolution or resolutions
(any such resolution being hereinafter called the "authorizing resolution"):

                           (i)      to fix the distinctive serial designation of
the shares of any such series,

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                           (ii)     to fix the rate or amount per annum at which
the holders of the shares of any series shall be entitled to receive dividends
and the dates on which such dividends shall be payable,

                           (iii)    to determine whether the dividends payable
to the holders of shares of any series shall be cumulative, and, if so, to fix
the date or dates from which such dividends shall be cumulative,

                           (iv)     to determine whether the shares of any such
series may be redeemed, and to fix the price or prices at which the times during
which, and other terms upon which the shares of any such series may be redeemed,

                           (v)      to fix the amounts payable on the shares of
any series in the event of dissolution or liquidation of the corporation,

                           (vi)     from time to time to include additional
shares of Class A Preferred stock which the Corporation is authorized to issue
in any such series,

                           (vii)    to determine whether the shares of any such
series shall be made convertible into or exchangeable for other securities of
the Corporation, including shares of the Common Stock of the Corporation or
shares of any other series of the Class A Preferred Stock of the Corporation,
now or hereafter authorized, or any new class of preferred stock of the
Corporation hereafter authorized, the conversion price or prices or the rate or
rates of exchange at which such conversion or exchange may be made, and the
terms and conditions upon which any such conversion right or exchange right
shall be exercised,

                           (viii)   to determine whether a sinking fund shall be
provided for the purchase or redemption of shares of any series and, if so, to
fix the terms and amount or amounts of such sinking fund,

                           (ix)     to determine whether the shares of any such
series shall have voting rights, and, if so, to fix the voting rights of the
shares of such series, and

                           (x)      to fix such other preferences and rights
privileges and restrictions applicable to any such series as may be permitted by
law.

         So long as any of the Class A Preferred Stock is outstanding, no
dividend shall be declared or paid and no distribution shall be made on the
Common Stock of the Corporation until the full cumulative dividends on all
series of Class A Preferred Stock up to the end of the then quarterly dividend
period shall have been declared and paid or shall have been declared and a sum
sufficient for the payment thereof appropriated and set aside for the payment
thereof by the Board of Directors. Accumulations of dividends on the Class A
Preferred Stock shall not bear interest.

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         The Class A Preferred Stock shall be preferred as to both earnings and
assets, and in the event of any liquidation, dissolution or winding up of the
Corporation, the holders of each series of Class A Preferred Stock shall be
entitled to receive, before any distribution shall be made on the Common Stock
of the Corporation, the amount or amounts which shall be fixed by this Article
IV or in the authorizing resolution establishing such series, plus in every such
case, the holders of each series of Class A Preferred Stock shall be entitled to
receive a sum equal to all accumulated and unpaid dividends which shall have
accrued on the Class A Preferred Stock up to the date of payment of the final
amount due thereon. Such amounts shall be payable out of the capital and surplus
of the Corporation. The rights of any series of Class A Preferred Stock in the
event of the voluntary or involuntary dissolution, liquidation or winding up of
the affairs of the Corporation as provided for in this Article IV or in the
authorizing resolution for any such series shall not at any time prior to the
occurrence or authorization of any of said events, restrict or prevent the
Corporation from paying, from retained earnings or other funds legally available
therefor, dividends on its Common Stock or any other class of its capital stock
in such amounts as the Board of Directors may from time to time, determine, if
the payment of such dividends at the time of payment thereof is not restricted
by any other terms or provisions of any series of the Class A Preferred Stock.

         Except as may be otherwise specified by the Board of Directors, each
share of Class A Preferred Stock shall be identical with each other share of
said stock. If the amount determined by the Board of Directors to be declared
and paid as dividends on each series of the Class A Preferred Stock shall be
insufficient to pay the full dividend, including accumulations on any series of
the Class A Preferred Stock, on all outstanding shares of each class, all
dividend payments made upon all shares of Class A Preferred Stock shall be made
ratably upon all such outstanding shares in proportion to the respective amounts
of the dividends accrued thereon to the respective dates of such dividend
payments. If the amount available for payment to the holders of each series of
Class A Preferred Stock upon liquidation or upon any of the other events
specified herein shall be insufficient to pay the full preferential amounts to
which such holders are respectively entitled as provided herein, the entire net
distributable assets of the Corporation shall be distributed ratably to all
outstanding shares of Class A Preferred Stock in proportion to the full
preferential amounts to which such shares are respectively entitled.

         Subject to the terms of the authorizing resolution establishing each
series of the Class A Preferred Stock, the whole or any part of any series of
redeemable Class A Preferred Stock may, at the option of the Board of Directors,
be redeemed at any time or from time to time, at the redemption price or prices
fixed by the authorizing resolution establishing such series, which in every
such case shall include an amount equal to all accumulated and unpaid dividends
which shall have accrued on the shares to be redeemed up to the redemption date.
No shares of the Class A Preferred Stock shall be redeemed unless at or prior to
the date fixed for the redemption thereof all declared dividends and all
cumulative dividends on all other outstanding shares of Class A Preferred Stock
up to the quarterly dividend date next preceding the date fixed for redemption
shall have been paid or a sum sufficient for the payment thereof appropriated
and set apart for such payment. If less than the whole of any series of the
Class A Preferred Stock shall be redeemed at any time, the stock so to be
redeemed shall be selected by

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the Board of Directors by lot in such manner as it may determine; provided,
however, that the Board of Directors may select which series may be redeemed in
whole or in part.

                  (c)      Series B Junior Participating Preferred Stock. Of the
2,000,000 shares of Class A Preferred Stock authorized by Article IV, paragraph
(b), 1,000,000 shares shall be designated Series B Junior Participating
Preferred Stock (the "Series B Preferred Stock"). Such number of shares may be
increased or decreased by resolution of the Board of Directors; provided that no
decrease shall reduce the number of shares of Series B Preferred Stock to a
number less than that of the shares then outstanding plus the number of shares
issuable upon the exercise of outstanding rights, options, or warrants or upon
the conversion of outstanding securities issued by the Corporation.

                  Section 1.        Dividends and Distributions.

                  (A)      Subject to the rights of the holders of any shares of
         any series of preferred stock of the Corporation ranking prior and
         superior to the Series B Preferred Stock with respect to dividends, the
         holders of shares of Series B Preferred Stock, in preference to the
         holders of shares of Common Stock, no par per share (the "Common
         Stock"), of the Corporation, and of any other junior stock, shall be
         entitled to receive, when, as and if declared by the Board of Directors
         out of funds legally available for the purpose, quarterly dividends
         payable in-cash on any regular quarterly dividend payment date as shall
         be established by the Board of Directors (each such date being referred
         to herein as a "Quarterly Dividend Payment Date"), commencing on the
         first Quarterly Dividend Payment Date after the first issuance of a
         share or fraction of a share of Series B Preferred Stock, in an amount
         per share (rounded to the nearest cent) equal to the greater of (a)
         $1.00 or (b) subject to the provision for adjustment hereinafter set
         forth, 100 times the aggregate per share amount of all cash dividends,
         and 100 times the aggregate per share amount (payable in kind) of all
         non-cash dividends or other distributions, other than a dividend
         payable in shares of Common Stock or a subdivision of the outstanding
         shares of Common Stock (by reclassification or otherwise), declared on
         the Common Stock since the immediately preceding Quarterly Dividend
         Payment Date or, with respect to the first Quarterly Dividend Payment
         Date, since the first issuance of any share or fraction of a share of
         Series B Preferred Stock. In the event the Corporation shall at any
         time after November 17, 1998 (the "Rights Declaration Date's declare or
         pay any dividend on the Common Stock payable in shares of Common Stock,
         or effect a subdivision or combination or consolidation of the
         outstanding shares of Common Stock (by reclassification or otherwise
         than by payment of a dividend in shares of Common Stock) into a greater
         or lesser number of shares of Common Stock, then in each such case the
         amount to which holders of shares of Series B Preferred Stock were
         entitled immediately prior to such event under clause (b) of the
         preceding sentence shall be adjusted by multiplying such amount by a
         fraction, the numerator of which is the number of shares of Common
         Stock outstanding immediately after such event and the denominator of
         which is the number of shares of Common Stock that were outstanding
         immediately prior to such event.

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                  (B)      The Corporation shall declare a dividend or
         distribution on the Series B Preferred Stock as provided in paragraph
         (A) of this Section immediately after it declares a dividend or
         distribution on the Common Stock (other than a dividend payable in
         shares of Common Stock); provided that, in the event no dividend or
         distribution shall have been declared on the Common Stock during the
         period between any Quarterly Dividend Payment Date and the next
         subsequent Quarterly Dividend Payment Date, a dividend of $1.00 per
         share on the Series B Preferred Stock shall nevertheless be payable on
         such subsequent Quarterly Dividend Payment Date.

                  (C)      Dividends shall begin to accrue and be cumulative on
         outstanding shares of Series B Preferred Stock from the Quarterly
         Dividend Payment Date next preceding the date of issue of such shares,
         unless the date of issue of such shares is prior to the record date for
         the first Quarterly Dividend Payment Date, in which case dividends on
         such shares shall begin to accrue from the date of issue of such
         shares, or unless the date of issue is a Quarterly Dividend Payment
         Date or is a date after the record date for the determination of
         holders of shares of Series B Preferred Stock entitled to receive a
         quarterly dividend and before such Quarterly Dividend Payment Date, in
         either of which events such dividends shall begin to accrue and be
         cumulative from such Quarterly Dividend Payment Date. Accrued but
         unpaid dividends shall not bear interest. Dividends paid on the shares
         of Series B Preferred Stock in an amount less than the total amount of
         such dividends at the time accrued and payable on such shares shall be
         allocated pro rata on a share-by-share basis among all such shares at
         the time outstanding. The Board of Directors may, in accordance with
         applicable law, fix a record date for the determination of holders of
         shares of Series B Preferred Stock entitled to receive payment of a
         dividend or distribution declared thereon, which record date shall be
         not more than such number of days prior to the date fixed for the
         payment thereof as may be allowed by applicable law.

                  Section 2.        Voting Rights. The holders of shares of
Series B Preferred Stock shall have the following voting rights:

                  (A)      Each share of Series B Preferred Stock shall entitle
the holder thereof to 100 votes on all matters submitted to a vote of the
shareholders of the Corporation. In the event the Corporation shall at any time
after the Rights Declaration Date declare or pay any dividend on the Common
Stock payable in shares of Common Stock, or effect a subdivision or combination
or consolidation of the outstanding shares of Common Stock (by reclassification
or otherwise than by payment of a dividend in shares of Common Stock) into a
greater or lesser number of shares of Common Stock, then in each such case the
number of votes to which holders of shares of Series B Preferred Stock were
entitled immediately prior to such event under the preceding sentence shall be
adjusted by multiplying such amount by a fraction, the numerator of which is the
number of shares of Common Stock outstanding immediately after such event and
the denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

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                  (B)      Except as otherwise provided herein or by law, the
holders of shares of Series B Preferred Stock, the holders of shares of Common
Stock, and the holders of shares of any other capital stock of the Corporation
having general voting rights, shall vote together as one class on all matters
submitted to a vote of shareholders of the Corporation.

                  (C)      Except as otherwise set forth herein, and except as
otherwise provided by law, holders of Series B Preferred Stock shall have no
special voting rights and their consent shall not be required (except to the
extent they are entitled to vote with holders of Common Stock as set forth
herein) for taking any corporate action.

                  Section 3.        Certain Restrictions.

                  (A)      Whenever dividends or distributions payable on the
Series B Preferred Stock as provided in Section 1 are in arrears, thereafter and
until all accrued and unpaid dividends and distributions, whether or not
declared, on shares of Series B Preferred Stock outstanding shall have been paid
in full, the Corporation shall not:

                           (i)      declare or pay dividends on, make any other
         distributions on, or redeem or purchase or otherwise acquire for
         consideration any shares of stock ranking junior (either as to
         dividends or upon liquidation, dissolution or winding up) to the Series
         B Preferred Stock;

                           (ii)     declare or pay dividends on or make any
         other distributions on any shares of stock ranking on a parity (either
         as to dividends or upon liquidation, dissolution or winding up) with
         the Series B Preferred Stock, except dividends paid ratably on the
         Series B Preferred Stock and all such parity stock on which dividends
         are payable or in arrears in proportion to the total amounts to which
         the holders of all such shares are then entitled;

                           (iii)    except as permitted in Section 3(A)(iv)
         below, redeem or purchase or otherwise acquire for consideration shares
         of any stock ranking on a parity (either as to dividends or upon
         liquidation, dissolution or winding up) with the Series B Preferred
         Stock, provided that the Corporation may at any time redeem, purchase
         or otherwise acquire shares of any such parity stock in exchange for
         shares of any stock of the Corporation ranking junior (either as to
         dividends or upon dissolution, liquidation or winding up) to the Series
         B Preferred Stock; and

                           (iv)     purchase or otherwise acquire for
         consideration any shares of Series B Preferred Stock, or any shares of
         stock ranking on a parity with the Series B Preferred Stock, except in
         accordance with a purchase offer made in writing or by publication (as
         determined by the Board of Directors) to all holders of such shares
         upon such terms as the Board of Directors, after consideration of the
         respective annual dividend rates and other relative rights and
         preferences of the respective series and classes, shall determine in
         good faith will result in fair and equitable treatment among the
         respective series or classes.

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                  (B)      The Corporation shall not permit any subsidiary of
the Corporation to purchase or otherwise acquire for consideration any shares of
stock of the Corporation unless the Corporation could, under paragraph (A) of
this Section 3, purchase or otherwise acquire such shares at such time and in
such manner.

                  Section 4.        Reacquired Shares.

                  Any shares of Series B Preferred Stock purchased or otherwise
acquired by the Corporation in any manner whatsoever shall be retired and
canceled promptly after the acquisition thereof. The Corporation shall cause all
such shares upon their cancellation to be authorized but unissued shares of
Class A Preferred Stock that may be reissued as part of a new series of Class A
Preferred Stock, subject to the conditions and restrictions on issuance set
forth herein or in any other Articles of Amendment creating a series of Class A
Preferred Stock or as otherwise required by law.

                  Section 5.        Liquidation, Dissolution or Winding Up.

                  (A)      Subject to the rights of the holders of any shares of
any series of Preferred Stock of the Corporation ranking prior and superior to
the Series B Preferred Stock with respect to liquidation, upon any liquidation
(voluntary or otherwise), dissolution or winding up of the Corporation, no
distribution shall be made to the holders of shares of stock ranking junior
(either as to dividends or upon liquidation, dissolution or winding up) to the
Series B Preferred Stock unless, prior thereto, the holders of shares of Series
B Preferred Stock shall have received $100.00 per share, plus an amount equal to
accrued and unpaid dividends and distributions thereon, whether or not declared,
to the date of such payment (the "Series B Liquidation Preference"). Following
the payment of the full amount of the Series B Liquidation Preference, no
additional distributions shall be made to the holders of shares of Series B
Preferred Stock, unless, prior thereto, the holders of shares of Common Stock
shall have received an amount per share (the "Common Adjustment") equal to the
quotient obtained by dividing (i) the Series B Liquidation Preference by (ii)
100 (as appropriately adjusted as set forth in subparagraph C below to reflect
such events as stock dividends, and subdivisions, combinations and
consolidations with respect to the Common Stock) (such number in clause (ii)
being referred to as the "Adjustment Number"). Following the payment of the full
amount of the Series B Liquidation Preference and the Common Adjustment in
respect of all outstanding shares of Series B Preferred Stock and Common Stock,
respectively, holders of Series B Preferred Stock and holders of shares of
Common Stock shall receive their ratable and proportionate share of the
remaining assets to be distributed in the ratio of the Adjustment Number to 1
with respect to such Series B Preferred Stock and Common Stock, on a per share
basis, respectively.

                  (B)      In the event there are not sufficient assets
available to permit payment in full of the Series B Liquidation Preference and
the liquidation preferences of all other series of preferred stock, if any,
which rank on a parity with the Series B Preferred Stock, then such remaining
assets shall be distributed ratably to the holders of such parity shares in
proportion to

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their respective liquidation preferences. In the event there are not sufficient
assets available to permit payment in full of the Common Adjustment, then such
remaining assets shall be distributed ratably to the holders of Common Stock.

                  (C)      In the event the Corporation shall at any time after
the Rights Declaration Date declare or pay any dividend on Common Stock payable
in shares of Common Stock, or effect a subdivision or combination or
consolidation of the outstanding shares of Common Stock (by reclassification or
otherwise than by payment of a dividend in shares of Common Stock) into a
greater or lesser number of shares of Common Stock, then in each such case the
Adjustment Number in effect immediately prior to such event shall be adjusted by
multiplying such Adjustment Number by a fraction the numerator of which is the
number of shares of Common Stock outstanding immediately after such event and
the denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

                  Section 6.        Consolidation, Merger, etc.

                  In case the Corporation shall enter into any consolidation,
merger, combination or other transaction in which the shares of Common Stock are
exchanged for or changed into other stock or securities, cash and/or any other
property, then in any such case the shares of Series B Preferred Stock shall at
the same time be similarly exchanged or changed in an amount per share (subject
to the provision for adjustment hereinafter set forth) equal to 100 times the
aggregate amount of stock, securities, cash and/or any other property (payable
in kind), as the case may be, into which or for which each share of Common Stock
is changed or exchanged. In the event the Corporation shall at any time after
the Rights Declaration Date declare or pay any dividend on Common Stock payable
in shares of Common Stock, or effect a subdivision or combination or
consolidation of the outstanding shares of Common Stock (by reclassification or
otherwise than by payment of a dividend in shares of Common Stock) into a
greater or lesser number of shares of Common Stock, then in each such case the
amount set forth in the preceding sentence with respect to the exchange or
change of shares of Series B Preferred Stock shall be adjusted by multiplying
such amount by a fraction the numerator of which is the number of shares of
Common Stock outstanding immediately after such event and the denominator of
which is the number of shares of Common Stock that are outstanding immediately
prior to such event.

                  Section 7.        Redemption.

                  The shares of Series B Preferred Stock shall not be
redeemable.

                  Section 8.        Ranking.

                  The Series B Preferred Stock shall rank junior to all other
series of the Corporation's Class A Preferred Stock as to the payment of
dividends and the distribution of assets, unless the terms of any such series
shall provide otherwise.

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                  Section 9.        Fractional Shares.

                  Series B Preferred Stock may be issued in fractions of a share
which shall entitle the holder, in proportion to such holder's fractional
shares, to exercise voting rights, receive dividends, participate in
distributions and to have the benefit of all other rights of holders of Series B
Preferred Stock.

                                    ARTICLE V

         The holders of the shares of Common Stock or of any series of the Class
A Preferred Stock of the Corporation shall have no preemptive right to acquire
unissued or treasury shares of the corporation or securities of the Corporation
convertible into or carrying a right to subscribe to or acquire shares; and any
and all such preemptive rights are hereby expressly denied to the Common Stock
and to each series of the Class A Preferred Stock.

                                   ARTICLE VI

         The affairs of the Corporation shall be managed and conducted by a
Board of Directors. The number of directors to be elected at the 1989 Annual
Meeting shall be seven (7). Thereafter the number of Directors may be fixed or
changed by resolution of the Board of Directors in accordance with the Kentucky
Business Corporation Act. The name and address of the person who was the initial
director is Clifford R. Borland, 805 Rosewood Drive, Crescent Springs, Kentucky
41017. The vote of the holders of not less than seventy-five percent (75%) of
all the outstanding shares of the Corporation entitled to vote shall be required
to amend this Article VI.

                                   ARTICLE VII

         At such time as the number of directors fixed pursuant to Article VI
hereof shall be nine (9) or more directors, the Board of Directors, by
resolution, may divide the Board of Directors into three classes, as nearly
equal in number as possible. In the event of any increase in the number of
directors, the additional director(s) shall be added to such class(es) as may be
necessary so that all classes shall be as nearly equal in number as possible. In
the event of any decrease in the number of directors, all classes of directors
shall be decreased as nearly equally as may be possible, but in no event shall
the Board of Directors continue to be divided into classes if the number of
directors is decreased below nine (9). Subject to the foregoing, the Board of
Directors shall determine the class(es) to which any additional director(s)
shall be added and the class(es) which shall be decreased in the event of any
decrease in the number of directors. At each annual meeting of shareholders the
successors to the class of directors whose term shall then expire shall be
elected for a term expiring at the third succeeding annual meeting after such
election. The vote of the holders of not less than seventy-five percent (75%) of
all the outstanding shares of the Corporation entitled to vote shall be required
to amend this Article VII.

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                                  ARTICLE VIII

         The address of the registered office of the Corporation is Suite 200,
629 Madison Avenue, Covington, Kentucky 41011. The name and address of the
registered agent is Bernie Beck, Suite 200, 629 Madison Avenue, Covington,
Kentucky 41011.

                                   ARTICLE IX

         The name and address of the incorporator is Clifford R. Borland, 805
Rosewood Drive, Crescent Springs, Kentucky 41017.

                                    ARTICLE X

         A majority of all the outstanding shares of the Corporation entitled to
vote, represented in person or by proxy, shall constitute a quorum at a meeting
of shareholders. If a quorum 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 is
required by law or by these Articles. If less than a majority of the outstanding
shares are represented at a meeting, a majority of the shares so represented may
adjourn the meeting from time to time without further notice. Once a share is
represented for any purpose at a meeting, it shall be deemed present for quorum
purposes for the remainder of the meeting and for any adjournment of that
meeting unless a new record date is or must be set for that adjourned meeting.

                                   ARTICLE XI

         Special meetings of the shareholders, for any purpose or purposes, may
be called by the President or by the Board of Directors, and shall be called by
the President at the request of the holders of not less than fifty percent of
all the votes entitled to be cast on any issue proposed to be considered at that
proposed special meeting.

                                   ARTICLE XII

         Any vacancy occurring in the Board of Directors and newly created
Directorships may be filled only by the affirmative vote of a majority of the
remaining Directors though less than a quorum of the Board of Directors, and
each person so elected shall serve for a term of office continuing only until
the next election of Directors by the shareholders.

                                  ARTICLE XIII

         A Director may be removed only for cause. The vote of the holders of
not less than seventy-five percent (75%) of all the outstanding shares of the
Corporation entitled to vote shall be required to remove a Director. A Director
shall be removed by the shareholders only at a meeting called for the purpose of
removing him, and the meeting notice shall state that the purpose, or one of the
purposes, of the meeting is removal of the Director.

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                                   ARTICLE XIV

         The vote of the holders of a majority of all the outstanding shares of
the Corporation entitled to vote shall be required to approve the amendment of
one or more of these Articles, except as otherwise required by law or where a
greater majority is required by these Articles or by the Board of Directors
pursuant to its authority under the Kentucky Business Corporation Act, and
except such amendments as may be made by the Board of Directors without
shareholder approval under the Kentucky Business Corporation Act.

                                   ARTICLE XV

         The vote of the holders of a majority of all the outstanding shares of
the Corporation entitled to vote shall be required to approve the amendment of
one or more of these Articles, except as otherwise required by law or where a
greater majority is required by these Articles or by the Board of Directors
pursuant to its authority under the Kentucky Business Corporation Act, and
except such amendments as may be made by the Board of Directors without
shareholder approval under the Kentucky Business Corporation Act.

                                   ARTICLE XVI

         No Director shall be personally liable to the Corporation or its
shareholders for monetary damages for breach of his duties as a Director;
provided, however, that this Article XVI shall not eliminate or limit the
liability of a Director for (i) any transaction in which the Director's personal
financial interest is in conflict with the financial interest of the Corporation
or its shareholders; (ii) for acts or omissions not in good faith or which
involve intentional misconduct or are known to the Director to be a violation of
law; (iii) for acts which violate Section 271B.8-330 of the Kentucky Business
Corporation Act; or (iv) for any transaction from which the Director derived an
improper personal benefit.

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