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                                     BY-LAWS

                                       OF

                           KENTUCKY UTILITIES COMPANY

                              Dated April 28, 1998
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                                     BY-LAWS

                                       OF

                           KENTUCKY UTILITIES COMPANY

                                    ARTICLE I

                                 STOCK TRANSFERS

            Section 1. Each holder of fully paid stock shall be entitled to a
certificate or certificates of stock stating the number and the class of shares
owned by such holder, provided that, the Board of Directors may, by resolution,
authorize the issue of some or all of the shares of any or all classes or series
of stock without certificates. All certificates of stock shall, at the time of
their issuance, be signed by the Chairman of the Board, the President or a
Vice-President and by the Secretary or Assistant Secretary, and may be
authenticated and registered by a duly appointed registrar. If the stock
certificate is authenticated by a registrar, the signatures of the corporate
officers may be facsimiles. In case any officer designated for the purpose who
has signed or whose facsimile signature has been used on any stock certificate
shall, from any cause, cease to be such officer before the certificate has been
delivered by the Company, the certificate may nevertheless be adopted by the
Company and be issued and delivered as though the person had not ceased to be
such officer.

            Section 2. Shares of stock shall be transferable only on the books
of the Company and upon proper endorsement and surrender of the outstanding
certificates representing the same. If any outstanding certificate of stock
shall be lost, destroyed or stolen, the officers of the Company shall have
authority to cause a new certificate to be issued to replace such certificate
upon the receipt by the Company of satisfactory evidence that such certificate
has been lost, destroyed or stolen and of a bond of indemnity deemed sufficient
by the officers to protect the Company and any registrar and any transfer agent
of the Company against loss which may be sustained by reason of issuing such new
certificate to replace the certificate reported lost, destroyed or stolen; and
any transfer agent of the Company shall be authorized to issue and deliver such
new certificate and any registrar of the Company is authorized to register such
new certificate, upon written directions signed by the Chairman of the Board,
the President or a Vice-President and by the Treasurer or the Secretary of the
Company.

           Section 3. All certificates representing each class of stock shall be
numbered and a record of each certificate shall be kept showing the name of the
person to whom the 
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certificate was issued with the number and the class of shares and the date
thereof. All certificates exchanged or returned to the Company shall be
cancelled and an appropriate record made.

            Section 4. The Board of Directors may fix a date not exceeding
seventy days preceding the date of any meeting of shareholders, or the date
fixed for the payment of any dividend or distribution, or the date of allotment
of rights, or, subject to contract rights with respect thereto, the date when
any change or conversion or exchange of shares shall be made or go into effect,
as a record date for the determination of the shareholders entitled to notice of
and to vote at any such meeting, or entitled to receive payment of any such
dividend, or allotment of rights, or to exercise the rights with respect to any
such change, conversion or exchange of shares, and in such case only
shareholders of record on the date so fixed shall be entitled to notice of and
to vote at such meeting, or to receive payment of such dividend or allotment of
rights or to exercise such rights, as the case may be, notwithstanding any
transfer of shares on the books of the Company after the record date fixed as
aforesaid. The Board of Directors may close the books of the Company against
transfer of shares during the whole or any part of such period. When a
determination of shareholders entitled to notice of and to vote at any meeting
of shareholders has been made as provided in this section, such determination
shall apply to any adjournment thereof except as otherwise provided by statute.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

            Section 1. An Annual Meeting of Stockholders of the Company shall be
held at such date and time as shall be designated from time to time by the Board
of Directors. Each such Annual Meeting shall be held at the principal office of
the Company in Kentucky or at such other place as the Board of Directors may
designate from time to time.

            Section 2. Special meetings of the stockholders may be called by the
Board of Directors or by the holders of not less than 51% of all the votes
entitled to be cast on each issue proposed to be considered at the special
meeting, or in such other manner as may be provided by statute. Business
transacted at special meetings shall be confined to the purposes stated in the
notice of meeting.

            Section 3. Notice of the time and place of each annual or special
meeting of stockholders shall be sent by mail to the recorded address of each
stockholder entitled to vote not less than ten or more than sixty days before
the date of the meeting, except in cases where other special method of notice
may be required by statute, in which case the statutory 


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method shall be followed. The notice of special meeting shall state the object
of the meeting. Notice of any meeting of the stockholders may be waived by any
stockholder.

            Section 4. At an Annual Meeting of the Stockholders, only such
business shall be conducted as shall have been properly brought before the
meeting in accordance with the procedures set forth in these By-laws. To be
properly brought before the Annual Meeting, business must be (a) specified in
the notice of meeting (or any supplement thereto) given by or at the direction
of the Board of Directors, (b) otherwise properly brought before the meeting by
or at the direction of the Board of Directors, or (c) otherwise be a proper
matter for consideration and otherwise be properly requested to be brought
before the meeting by a stockholder as hereinafter provided. For business to be
properly requested to be brought before an Annual Meeting by a stockholder, a
stockholder of a class of shares of the Company entitled to vote upon the matter
requested to be brought before the meeting (or his designated proxy as provided
below) must have given timely and proper notice thereof to the Secretary. To be
timely, a stockholder's notice must be given by personal delivery or mailed by
United States mail, postage prepaid, and received by the Secretary not fewer
than sixty calendar days prior to the meeting; provided, however, that in the
event that the date of the meeting is not publicly announced by mail, press
release or otherwise or disclosed in a public report, information statement, or
other filing made with the Securities and Exchange Commission, in either case,
at least seventy calendar days prior to the meeting, notice by the stockholder
to be timely must be received by the Secretary, as provided above, not later
than the close of business on the tenth day following the day on which such
notice of the date of the meeting or such public disclosure or filing was made.
To be proper, a stockholder's notice to the Secretary must be in writing and
must set forth as to each matter the stockholder proposes to bring before the
Annual Meeting (a) a description in reasonable detail of the business desired to
be brought before the Annual Meeting and the reasons for conducting such
business at the Annual Meeting, (b) the name and address, as they appear on the
Company books, of the stockholder proposing such business or granting a proxy to
the proponent or an intermediary, (c) a representation that the stockholder is a
holder of record of stock of the Company entitled to vote at such meeting and
intends to appear in person or by proxy at the meeting to nominate the person or
persons specified in the notice, (d) the name and address of the proponent, if
the holder of a proxy from a qualified stockholder of record, and the names and
addresses of any intermediate proxies, (e) the class and number of shares of the
Company which are beneficially owned by the stockholder, and (f) any material
interest of the stockholder or the proponent in such business. The chairman of
an Annual Meeting shall determine whether business was properly brought before
the meeting, which determination absent manifest error will be conclusive for
all purposes.

            Section 5. The Chairman of the Board, if present, and in his absence
the President, and the Secretary of the Company, shall act as Chairman and
Secretary, respectively, at each stockholders meeting, unless otherwise provided
by the Board of Directors prior to the meeting. Unless otherwise determined by
the Board of Directors prior to the meeting, the Chairman of the stockholders'
meeting shall determine the order of 


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business and shall have the authority in his discretion to regulate the conduct
of any such meeting, including, without limitation, by imposing restrictions on
the persons (other than stockholders of the Company or their duly appointed
proxies) who may attend any such stockholders' meeting, by determining whether
any stockholder or his proxy may be excluded from any stockholders' meeting
based upon any determination by the Chairman, in his sole discretion, that any
such person has unduly disrupted or is likely to disrupt the proceedings
thereat, and by regulating the circumstances in which any person may make a
statement or ask questions at any stockholders' meeting.

            Section 6. The Company shall be entitled to treat the holder of
record of any share or shares as the holder in fact thereof and, accordingly,
shall not be bound to recognize any equitable or other claim to or interest in
such share on the part of any other person whether or not it shall have express
or other notice thereof, except as expressly provided by law.

            Section 7. The Board of Directors may postpone and reschedule any
previously scheduled annual or special meeting of stockholders and may adjourn
any convened meeting of stockholders to another date and time as specified by
the chairman of the meeting.

                                   ARTICLE III

                               BOARD OF DIRECTORS

            Section 1. The Board of Directors shall consist of no more than
fifteen and no less than nine members as determined from time to time by
resolution of the Board of Directors. Subject to the special rights of the
holders of shares of the Preferred Stock and the holders of shares of the
Preference Stock to elect Directors as specified in the Articles of
Incorporation, the Directors shall be divided into three groups, with each group
containing one-third of the total, as near as may be, to be elected and to serve
staggered terms as provided in the Articles of Incorporation of the Company.
Except as otherwise expressly provided by the Articles of Incorporation, the
Board of Directors may accept resignations of individual Directors and may fill,
until the first annual election thereafter and until the necessary election
shall have taken place, vacancies occurring at any time in the membership of the
Board by death, resignation or otherwise. Written notice of such resignation
shall be made as provided by law.

            Section 2. Nominations for the election of directors may be made by
the Board of Directors or a committee appointed by the Board of Directors or by
any stockholder entitled to vote in the election of directors generally.
However, any stockholder entitled to vote in the election of directors generally
may nominate one or more persons for election as directors at a meeting only if
the stockholder has given timely and proper notice thereof to 


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the Secretary. To be timely, a stockholder's notice must be given by personal
delivery or mailed by United States mail, postage prepaid, and received by the
Secretary not fewer than sixty calendar days or more than ninety calendar days
prior to the meeting; provided, however, that in the event that the date of the
meeting is not publicly announced by mail, press release or otherwise or
disclosed in a public report, information statement or other filing made with
the Securities and Exchange Commission, in either case, at least seventy
calendar days prior to the meeting, notice by the stockholder to be timely must
be so received by the Secretary, as provided above, not later than the close of
business on the tenth day following the day on which such notice of the date of
the meeting or such public disclosure or filing was made. To be proper, a
stockholder's notice of nomination to the Secretary must be in writing and must
set forth as to each nominee: (a) the name and address, as they appear on the
Company books, of the stockholder who intends to make the nomination or granting
a proxy to the proponent or an intermediary; (b) the name and address of the
person or persons to be nominated; (c) a representation that the stockholder is
a holder of record of stock of the Company entitled to vote at such meeting and
intends to appear in person or by proxy at the meeting to nominate the person or
persons specified in the notice; (d) a description of all arrangements or
understandings between the stockholder and each nominee and any other person or
persons (naming such person or persons) pursuant to which the nomination or
nominations are to be made by the stockholder; (e) such other information
regarding each nominee proposed by such stockholder as would be required to be
included in a proxy statement filed pursuant to the proxy rules of the
Securities and Exchange Commission, had the nominee been nominated, or intended
to be nominated, by the Board of Directors, provided that (i) such information
does not in any way violate any applicable Securities and Exchange Commission
regulation, including regulations concerning public availability of information,
and (ii) any information withheld on such basis shall be provided by separate
notice at such time as would not be in violation of any applicable Securities
and Exchange Commission regulation, such notice to be a supplement to the notice
otherwise required herein; (f) the class and number of shares of the Company
which are beneficially owned by the stockholder; and (g) the signed consent of
each nominee to serve as a director of the Company if so elected.

            Section 3. If the Chairman of the meeting for the election of
Directors determines that a nomination of any candidate for election as a
director at such meeting was not made in accordance with the applicable
provisions of these By-laws, such nomination shall be void.

            Section 4. The Board of Directors may adopt such special rules and
regulations for the conduct of their meetings and the management of the affairs
of the Company as they may determine to be appropriate, not inconsistent with
law or these By-laws.

            Section 5. A regular meeting of the Board of Directors shall be held
as soon as practicable after the annual meeting of stockholders in each year. In
addition, regular 


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quarterly meetings of the Board may be held at the general offices of the
Company in Kentucky, or at such other place as shall be specified in the notice
of such meeting on the last Monday of January, July and October in each year.
Written notice of every regular meeting of the Board, stating the time of day at
which such meeting will be held, shall be given to each Director not less than
two days prior to the date of the meeting. Such notice may be given personally
in writing, or by telegraph or other written means of electronic communication,
or by depositing the same, properly addressed, in the mail.

            Section 6. Special meetings of the Board may be called at any time
by the Chairman of the Board, or the President, or by a Vice-President when
acting as President, or by any two Directors. Notice of such meeting, stating
the place, day and hour of the meeting shall be given to each Director not less
than one day prior to the date of the meeting. Such notice may be given
personally in writing, or by telegraph or other written means of electronic
communication, or by depositing the same, properly addressed, in the mail.

            Section 7. Notice of any meeting of the Board may be waived by any
Director.

            Section 8. A majority of the Board of Directors shall constitute a
quorum for the transaction of business at any meeting of the board, but a less
number may adjourn the meeting to some other day or sine die. The Board of
Directors shall keep minutes of their proceedings at their meetings. The members
of the Board may be paid such fees or compensations for their services as
Directors as the Board, from time to time, by resolution, may determine.

                                   ARTICLE IV

                                   COMMITTEES

            Section 1. The Board of Directors may, by resolution passed by a
majority of the whole Board, appoint an Executive Committee of not less than
three members of the Board, including the Chairman of the Board, if there be
one, and the President of the Company. The Executive Committee may make its own
rules of procedure and elect its Chairman, and shall meet where and as provided
by such rules, or by resolution of the Board of Directors. A majority of the
members of the Committee shall constitute a quorum for the transaction of
business. During the intervals between the meetings of the Board of Directors,
the Executive Committee shall have all the powers of the Board in the management
of the business and affairs of the Company except as limited by statute,
including power to authorize the seal of the Company to be affixed to all papers
which require it, and, by majority vote of all its members, may exercise any and
all such powers in such manner as such Committee shall deem best for the
interests of the Company, in all cases in which specific directions shall not
have been given by the Board of Directors. The Executive 


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Committee shall keep regular minutes of its proceedings and report the same to
the Board at meetings thereof.

            Section 2. The Board of Directors may appoint other committees,
standing or special, from time to time from among their own number, or
otherwise, and confer powers on such committees, and revoke such powers and
terminate the existence of such committees at its pleasure.

            Section 3. Meetings of any committee may be called in such manner
and may be held at such times and places as such committee may by resolution
determine, provided that a meeting of any committee may be called at any time by
the Chairman of the Board or by the President. Notice of such meeting, stating
the place, day and hour of the meeting shall be given to each Director not less
than one day prior to the meeting. Such notice may be given personally in
writing, or by telegraph or other written means of electronic communication, or
by depositing the same, properly addressed, in the mail. Members of all
committees may be paid such fees for attendance at meetings as the Board of
Directors may determine.

                                    ARTICLE V

                                    OFFICERS

            Section 1. There shall be elected by the Board of Directors in each
year, and if practicable at its first meeting after the annual election of
Directors, the following principal officers, namely: a President, one or more
Vice-Presidents (any one or more of whom may be designated Executive
Vice-President or Senior Vice-President), a Secretary, a Treasurer, and a
Controller; and the Board may provide for and elect a Chairman of the Board and
such other officers and prescribe such duties for them as in its judgment may,
from time to time, be required to conduct the business of the Company. If the
Board shall elect a Chairman of the Board, the Board may, but need not,
designate the Chairman of the Board as the chief executive officer of the
Company. In absence of the election of a Chairman of the Board or any such
designation, the President shall be the chief executive officer of the Company.
All references in the By-laws of the Company to a Vice-President or
Vice-Presidents shall include any Executive Vice-President and any Senior
Vice-President. All officers, unless sooner removed, shall hold their respective
offices until the first meeting of the Board of Directors after the next
succeeding annual election of Directors, and until their successors, willing to
serve, shall have been elected, but any officer may be removed from office at
the pleasure of the Board.

            Section 2. The chief executive officer of the Company (whether the
Chairman of the Board or the President) shall have responsibility for the
general management and direction, subject to the approval of the Board of
Directors and of the Executive Committee, 


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of the business of the Company, including the power to appoint and to remove and
discharge any and all agents and employees of the Company not elected or
appointed directly by the Board of Directors. He shall have such other power and
duties as usually devolve upon the chief executive officer of the corporation
and such further powers and duties as may from time to time be prescribed by the
Board of Directors.

            Section 3. The Chairman of the Board, if there be one elected and
when present, shall preside at all meetings of the Board of Directors, and at
all meetings of the stockholders of the Company at which the stockholders shall
not choose some other person to preside. He shall be a member of the Executive
Committee, if there be one, and may attend any meeting of any committee of the
Board whether or not he is a member of such committee. The Chairman of the
Board, when requested so to do, shall give the President and the Board of
Directors of the Company the benefit of his advice and experience with respect
to the Company's affairs and, when not designated as the chief executive
officer, shall perform such other duties as may be delegated to him by the Board
of Directors.

            Section 4. The President, when not designated as the chief executive
officer or when not acting as the chief executive officer, shall have such other
powers and duties as usually devolve upon the President of a corporation and
such further powers and duties as may from time to time be prescribed by the
Board of Directors or as may be delegated to him by the Chairman of the Board.
The President shall be a member of the Executive Committee, if there be one, and
may attend any meeting of any committee of the Board whether or not he is a
member of such committee. In the absence or inability of the Chairman of the
Board to act, if there be one elected, the powers and duties of the Chairman of
the Board (including those as chief executive officer if he shall have been
designated as such) shall temporarily devolve upon the President. The President
shall, unless a Chairman of the Board shall have been elected and present,
preside at all meetings of the Board of Directors and at all meetings of the
stockholders at which the stockholders shall not choose some other person to
preside. He may, with the approval of the Board of Directors, appoint, to aid
him in his duties, an assistant to be known as Assistant to the President, and
may assign to said Assistant such duties as he shall think advisable and as
shall not be inconsistent with the By-laws of the Company.

            Section 5. Each of the Vice-Presidents shall have such powers and
duties as may be prescribed for him by the Board of Directors, or be delegated
to him by the Chairman of the Board or the President. In the absence or
inability of the President, or in case of his death, resignation or removal from
office, the powers and duties of the President shall temporarily devolve upon
such of the Vice-Presidents as the Board shall have designated or shall
designate for the purpose, and the officer so designated shall have and exercise
all powers and duties of the President during such absence or disability, or
until the vacancy in the office of President shall be filled.


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            Section 6. The Secretary shall attend all meetings of the Board of
Directors and of the Executive Committee, shall keep a true and faithful record
thereof in proper books to be provided for that purpose, and shall have the
custody and care of the corporate seal, records, minutes and stock books of the
Company. He shall also act as Secretary of all stockholders' meetings, and keep
a record thereof, except as some other person may be selected as Secretary or as
may be prescribed for him by the Board or the Executive Committee.

            Section 7. The Treasurer shall have charge of, and be responsible
for, the collection, receipt, custody and disbursement of the funds of the
Company, and shall deposit its funds in the name of the Company in such banks,
trust companies, or safety vaults as he shall select, subject to the approval of
the chief executive officer. He shall have the custody of such books, receipted
vouchers and other books and papers as in the practical business operations of
the Company shall naturally belong in the office or custody of the Treasurer, or
shall be placed in his custody by the Board of Directors, by the Executive
Committee, by the Chairman of the Board, by the President, or by any one of the
Vice-Presidents when acting as or on behalf of the President. He shall sign
checks, drafts and other papers providing for the payment of money by the
Company for approved purposes in the usual course of business, and shall have
such other powers and duties as are commonly incidental to the office of
Treasurer, or as may be prescribed for him by the Board or the Executive
Committee. He may be required to give bond to the Company for the faithful
discharge of his duties in such form and to such amount and with such sureties
as shall be determined by the Board of Directors.

            Section 8. The Controller shall have general supervision over all
books and accounts of the Company relating to receipts and disbursements, and
shall arrange the form of all vouchers, accounts, reports and returns required
by the various departments. He shall examine the accounts of all officers and
employees from time to time, and as often as practicable, and shall see that
proper returns are made of all receipts from all sources, and that correct
vouchers are turned over to him for all disbursements for any purpose. All bills
for the previous month, properly made in detail and certified, shall be
submitted to him, and he shall audit and approve the same if found satisfactory
and correct, but he shall not approve or audit any voucher unless the charges
covered by the voucher have been previously approved through working order,
requisition or otherwise by the head of the department in which it originated or
unless he shall be otherwise satisfied of its propriety and correctness. He
shall have full access to all contracts, correspondence and other papers and
records of the Company relating to its business matters, and shall have the
custody of its account books, original contracts, and other papers relating to
the accounts of the Company, except such as in the practical business operations
of the Company shall naturally belong in the custody of the Treasurer, or shall
be placed in his custody by the Board of Directors, by the Executive Committee,
by the Chairman of the Board, by the President, or by one of the Vice-Presidents
when acting as or on behalf of the President. The Controller shall have such
other powers 


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and duties as are commonly incidental to the office of Controller or as may be
prescribed for him. He may be required to give bond to the Company for the
faithful discharge of his duties in such form and to such amount and with such
sureties as shall be determined by the Board of Directors.

            Section 9. Assistant Secretaries, Assistant Treasurers and Assistant
Controllers, when elected, shall, respectively, assist the Secretary, Treasurer
and Controller of the Company in the performance of their respective duties
assigned to such principal officers, and in assisting his principal officer,
each assistant officer shall, for such purpose, have the same powers as his
principal officer. The powers and duties of any such principal officer, shall,
except as otherwise ordered by the Board of Directors, temporarily devolve upon
his assistant in case of the absence, disability, death, resignation or removal
from office of such principal officer.

                                   ARTICLE VI

                                  MISCELLANEOUS

            Section 1. The funds of the Company shall be deposited to its credit
in such banks or trust companies as are selected by the Treasurer, subject to
the approval of the chief executive officer. Such funds shall be withdrawn only
on checks or drafts of the Company for the purpose of the Company, except that
such funds may be withdrawn without the issuance of a check or draft (a) to
effect a transfer of funds between accounts maintained by the Company at one or
more depositaries; (b) to effect the withdrawal of funds, pursuant to resolution
of the Board of Directors, for the payment of either commercial paper promissory
notes of other entities or government securities purchased by the Company; (c)
to effect a withdrawal of funds by the Company pursuant to the terms of any
agreement or other document, approved by the Board of Directors, which requires
or contemplates payment or payments by the Company by means other than a check
or draft; or (d) to effect a withdrawal of funds for such other purpose as the
Board of Directors by resolution shall provide. All checks and drafts of the
Company shall be signed in such manner and by such officer or officers or such
individuals as the Board of Directors, from time to time by resolution, shall
determine. Only checks and drafts so signed shall be valid checks or drafts of
the Company.

            Section 2. No debt shall be contracted except for current expenses
unless authorized by the Board of Directors or the Executive Committee, and no
bills shall be paid by the Treasurer unless audited and approved by the
Controller or some other person or committee expressly authorized by the Board
of Directors or the Executive Committee, to audit and approve bills for payment.
All notes of the Company shall be executed by two different officers of the
Company. Either or both of such executions may be by facsimile.


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            Section 3. The fiscal year of the Company shall close at the end of
December annually.

                                   ARTICLE VII

                     INDEMNIFICATION OF DIRECTORS, OFFICERS,
                              EMPLOYEES AND AGENTS

            Section 1. Unless prohibited by law, the Company shall indemnify
each of its Directors, officers, employees and agents against expenses
(including attorneys' fees), judgments, taxes, fines and amounts paid in
settlement, incurred by such person in connection with, and shall advance
expenses (including attorneys' fees) incurred by such person in defending any
threatened, pending or completed action, suit or proceeding (whether civil,
criminal, administrative or investigative) to which such person was, is, or is
threatened to be made a party by reason of the fact that such person is or was a
Director, officer, employee or agent of another domestic or foreign corporation,
partnership, joint venture, trust, other enterprise, or employee benefit plan.
Advancement of expenses shall be made upon receipt of a written statement of his
good faith belief that he has met the standard of conduct as required by statute
and a written undertaking, with such security, if any, as the Board may
reasonably require, by or on behalf of the person seeking indemnification, to
repay amounts advanced if it shall ultimately be determined that such person is
not entitled to be indemnified by the Company.

            Section 2. In addition (and not by way of limitation of) the
foregoing provisions of Section 1 of this Article VII and the provisions of the
Kentucky Business Corporation Act, each person (including the heirs, executors,
administrators and estate of such person) who is or was or had agreed to become
a Director, officer, employee or agent of the Company and each person (including
the heirs, executors, administrators and estate of such person) who is or was
serving or who had agreed to serve at the request of the Directors or any
officer of the Company as a Director, officer, employee, trustee, partner or
agent of another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise shall be indemnified by the Company to the
fullest extent permitted by the Kentucky Business Corporation Act or any other
applicable laws as presently or hereafter in effect. Without limiting the
generality or the effect of the foregoing, the Company is authorized to enter
into one or more agreements with any person which provide for indemnification
greater or different than that provided in this Article VII. Any repeal or
modification of this Article by the stockholders of the Company shall not
adversely affect any indemnification of any person hereunder in respect of any
act or omission occurring prior to the time of such repeal or modification.

            Section 3. The Company may purchase and maintain insurance on behalf
of any 


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person who is or was entitled to indemnification as described above, whether or
not the Company would have the power or duty to indemnify such person against
such liability under this Article VII or applicable law.

            Section 4. To the extent required by applicable law, any
indemnification of, or advance of expenses to, any person who is or was entitled
to indemnification as described above, if arising out of a proceeding by or in
the right of the Company, shall be reported in writing to the stockholders with
or before the notice of the next stockholders' meeting.


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            Section 5. The indemnification provided by this Article VII: (a)
shall not be deemed exclusive of any other rights to which the Company's
Directors, officers, employees or agents may be entitled pursuant to the
Articles of Incorporation, any agreement of indemnity, as a matter of law or
otherwise; and (b) shall continue as to a person who has ceased to be a
Director, officer, employee or agent and shall inure to the benefit of such
person's heirs, executors and administrators.

                                  ARTICLE VIII

                         AMENDMENT OR REPEAL OF BY-LAWS

            These By-laws may be added to, amended or repealed at any meeting of
the Board of Directors, and may also be added to, amended or repealed by the
stockholders.


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