**Exhibit3.i**

 
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**THE UNION LIGHT, HEAT AND POWER COMPANY**

 

 

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**BY-LAWS**

 

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**ADOPTED BYSHAREHOLDERS, APRIL 27, 1948**

**AMENDED BYBOARD OF DIRECTORS, MAY 3, 1950**

**AMENDED BYSHAREHOLDERS, MAY 2, 1984**

**AMENDED BYSHAREHOLDERS, MAY 3, 1989**

**AMENDED BYSHAREHOLDERS, JUNE 16, 1995**

**AMENDED BYSHAREHOLDERS, MAY 8, 1996**

**AMENDEDEFFECTIVE JULY 24, 1997**

**AMENDED BYSHAREHOLDERS, MAY 26, 1999**

 
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**TABLE OF CONTENTS**

 
| **BY-LAWS**                                  |
|----------------------------------------------|
| **THE 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). | Comptroller                                                 |
|                                                            | 11.(b). | Assistant Comptrollers                                      |
|                                                            |    |                                                        |   |
| 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-LAWSOF**

 

**THE UNIONLIGHT, 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

 

*Section 1**.  Annual Meeting.*  Theannual meeting of the shareholders may be held either within or without theCommonwealth of Kentucky, at such place, time, and date designated by the Boardof Directors, for the election of directors, the consideration of the reportsto be laid before the meeting and the transaction of such other business as maybe brought before the meeting.

 

*Section 2. Notice of Annual Meeting**.*  Noticeof the annual meeting shall be given in writing to each shareholder entitled tovote thereat, at such address as appears on the records of the Corporation atleast ten (10) days, and not more than forty (40) days prior to the meeting.

 

*Section 3. Special Meetings**.*  Specialmeetings of the shareholders may be called at any time by the Chairman, ViceChairman, Chief Executive Officer, Chief Operating Officer, or President, or bya majority of the members of the Board of Directors acting with or without ameeting, or by the persons who hold in the aggregate one-fifth of all the sharesoutstanding and entitled to vote thereat, upon notice in writing, stating thetime, place and purpose of the meeting. Business transacted at all special meetings shall be confined to theobjects stated in the call.

 

*Section 4. Notice of Special Meeting**.*  Noticeof a special meeting, in writing, stating the time, place and purpose thereof,shall be given to each shareholder entitled to vote thereat, not less than ten(10) nor more than thirty-five (35) days after the receipt of said request.

 

*Section 5. Waiver of Notice**.*  Noticeof any shareholders' meeting may be waived in writing by any shareholder at anytime before or after the meeting.

 

*Section 6.  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.

 

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If, however, such majority shall not be present or repre­sented at anymeeting of the shareholders, the shareholders entitled to vote, present inperson or by proxy, shall have power to adjourn the meeting from time to timewithout further notice, other than by announcement at the meeting, until the requisiteamount of voting stock shall be present. At any such adjourned meeting, at which a quorum shall be present, anybusiness may be transacted which might have been transacted at the meeting asoriginally called.

 

*Section 7.  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 each share of stock havingvoting power, registered in his or her name on the books of the Corporation, atthe date fixed for determination of persons entitled to vote at the meeting or,if no date has been fixed, then at the date of the meeting.  Cumulative voting shall be permitted only asexpressly required by statute.

 

A complete list of shareholders entitled to vote at the shareholders'meetings, arranged in alphabetical order, with the address and the number ofvoting shares held by each, shall be produced on the request of anyshareholder, and such list shall be prima facie evidence of the ownership ofshares and of the right of shareholders to vote, when certified by theSecretary or by the agent of the Corporation having charge of the transfer ofshares.

 

*Section8.  Written Consent of Shareholders inLieu of Meeting*. Any action required or permitted by statute, the Restated Articles of Incorporation of theCorporation, or these By-Laws, to be taken at any annual or special meeting ofshareholders of the Corporation, may be taken without a meeting, without priornotice, and without a vote, if a written consent in lieu of a meeting, settingforth the actions so taken, shall be signed by all the shareholders entitled tovote thereon.  Any such written consentmay be given by one or any number of substantially concurrent written instrumentsof substantially similar tenor signed by such shareholders, in person or byattorney or proxy duly appointed in writing, and filed with the records of theCorporation.  Any such written consentshall be effective as of the effective date thereof as specified therein.

 

ARTICLE III

 

Board of Directors

 

*Section 1. Number of Directors, Tenure, Vacancies**.*  The business and affairs of the Corporationshall be managed and controlled by a Board of Directors (who need not beshareholders)consisting of not less than three (3) persons and not more than seven (7), theexact number of which may be fixed or changed either by the affirmative vote ofthe majority of the shares represented and entitled to vote at any meeting ofthe shareholders called for the purpose of electing directors, or by theaffirmative vote of the majority of the directors then in office at any statedor special meeting of the Board of Directors; provided, however, that the boardmay be subject to certain limitations as expressly provided for under andpursuant to Kentucky Revised Statutes §271B.8-030(2), or such similar successorgoverning statute.  Directors shall beelected annually by the shareholders at the annual meeting, and each directorshall hold office until his successor shall have been elected andqualified.  Any director may resign atany time.  Vacancies 

 

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occurring in the Board of Directors shall be filled by the remainingmembers of the board.  A director thuselected to fill any vacancy shall hold office for the unexpired term of hispredecessor 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.

 

*Section 2. Annual Organization Meeting**.* Immediately after each annual election, the newly-elected directors maymeet forthwith (either within or without the State of Kentucky) for the purposeof organization, the election of officers and the transaction of otherbusiness.  If a majority of thedirectors be then present no prior notice of such meeting shall be required tobe given.  The place and time of suchfirst meeting may, however, be fixed by written consent of all the directors,or by three (3) days written notice given by the Secretary of the Corporation.

 

*Section 3. Regular Meetings**.*  Regularmeetings of the Board of Directors may be held at such time and place (eitherwithin or without the State of Kentucky), and upon such notice, as the Board ofDirectors may from time to time determine.

 

*Section 4. Special Meetings**.*  Specialmeetings of the Board of Directors may be called by the Chairman, ViceChairman, Chief Executive Officer, Chief Operating Officer, or President, ormay be called by the written request of two (2) members of the Board ofDirectors.

 

*Section 5. Notice of Meetings**.*  Noticeof meetings shall be given to each director in accordance with Article X,Section 1, of these By-Laws.

 

*Section6.  Quorum**.*  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.

 

*Section 7. Compensation of Directors**.*  Eachdirector of the Corporation (other than directors who are salaried officers ofthe Corporation or of The Cincinnati Gas & Electric Company or any of itsaffiliates) shall be entitled to receive as compensation for services suchamounts as may be determined from time to time by the Board of Directors inform either in fees for attendance at the meeting of the Board of Directors, orby payment at the rate of a fixed sum per month, or both.  The same payment may also be made to anyoneother than a director officially called to attend any such meeting.

 

*Section 8. Executive Committe**e.*  TheBoard of Directors may, by resolution passed by a majority of the whole Board,designate annually three (3) of their number to constitute an ExecutiveCommittee, who to the extent provided in the resolution, shall exercise in theintervals between the meetings of the Board of Directors the powers of theBoard in the management of the business and affairs of the Corporation.

 

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

 

All action by the Executive Committee shall be reported to the Board ofDirectors at its meeting next succeeding such action.

 

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Non-employee members of such Executive Committee shall be entitled toreceive such fees and compensation as the Board of Directors may determine.

 

*Section 9. Other Committees**.*  TheBoard of Directors may also appoint such other standing or temporary committeesfrom time to time as they may see fit, delegating to such committees all or anypart of their own powers.  The membersof such committees shall be entitled to receive such fees as the Board maydetermine.

 

*Section10.  Actions of Board*.  Unless otherwise provided by the RestatedArticles of Incorporation of the Corporation or these By-Laws, any action required or permitted to be taken atany meeting of the Board of Directors of the Corporation, or of anycommittee(s) thereof, may be taken without a meeting, if all the members of theBoard of Directors, or of such committee(s), as the case may be, consentthereto in writing, and such writing(s) is filed with the minutes ofproceedings of the Board of Directors, or of such committee(s), of theCorporation.  Any such written consentto action of the Board of Directors, or of such committee(s), shall beeffectuated by the signature of the member lastly consenting thereto inwriting, unless the consent otherwise specifies a prior or subsequent effectivedate.

 

ARTICLE IV

 

Officers

 

*Section 1.  Officers**.* Theofficers of the Corporation shall consist of a Chairman of the Board, a ChiefExecutive Officer, a President, a Secretary, a Treasurer, a Comptroller, andmay consist 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 Comptrollers, all of whom shall be electedby the Board of Directors, and shall hold office for one year and until theirsuccessors are chosen and qualified.

 

Any two or more offices may be held by the same person, except that theduties of the President and Secretary shall not be performed by the sameperson.  All vacancies occurring amongany of the above offices shall be filled by the Board of Directors.  Any officer may be removed with or withoutcause by the affirmative vote of a majority of the number of Directors at anymeeting of the Board of Directors.

 

*Section 2. Subordinate Officers**.*  TheBoard of Directors may appoint such other officers and agents with such powersand duties as they shall deem necessary.

 

*Section 3. The Chairman of the Board**.*  TheChairman of the Board shall be a director and shall preside at all meetings ofthe Board of Directors and, in the absence or inability to act of the ChiefExecutive Officer, meetings of shareholders and shall, subject to the Board’sdirection and control, be the Board’s representative and medium ofcommunication, and shall perform such other duties as may from time to time beassigned to the Chairman of the Board by the Board of Directors.  The Chairman of the Board shall direct thelong-term strategic planning process of the Corporation and shall also lend hisor her expertise to such other officers as may be requested from time to timeby such officers.  The Chairman shall bea member of the Executive Committee.

 

*Section 4. The Vice Chairman**.*  The ViceChairman of the Board, if there be one, shall be a director and shall presideat meetings of the Board of Directors in the absence or inability to act 

 

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of the Chairman of the Board or meetings of shareholders in the absenceor inability to act of the Chief Executive Officer and the Chairman of theBoard.  The Vice Chairman shall performsuch other duties as may from time to time be assigned to him or her by theBoard of Directors.  The Vice Chairmanshall be a member of the Executive Committee.

 

*Section 5. The Chief Executive Officer**.*  TheChief Executive Officer shall be a director and shall preside at all meetingsof the shareholders, and, in the absence or inability to act of the Chairman ofthe Board and the Vice Chairman, at all meetings of the Board ofDirectors.  The Chief Executive Officershall from time to time report to the Board of Directors all matters within hisor her knowledge which the interests of the Corporation may require be broughtto their notice.  The Chief ExecutiveOfficer shall be the chairman of the Executive Committee and ex officio amember of all standing committees.

 

*Section 6. The Chief Operating Office**r.*  TheChief Operating Officer of the Corporation, if there be one, shall have generaland active management and direction of the affairs of the Corporation, shallhave supervision of all departments and of all officers of the Corporation,shall see that the orders and resolutions of the Board of Directors and of theExecutive Committee are carried into effect, and shall have the general powersand duties of supervision and management usually vested in the office of aChief Operating Officer of a corporation. Unless otherwise provided, all corporate officers and functions shallreport directly to the Chief Operating Officer, if there be one, or, if not, tothe Chief Executive Officer.

 

*Section 7. The President**.*  ThePresident shall have such duties as may be delegated by the Board of Directors,Chief Executive Officer or Chief Operating Officer.

 

*Section 8. The Vice Presidents**.*  The VicePresidents shall perform such duties as the Board of Directors shall, from timeto time, require.  In the absence orincapacity of the President, the Vice President designated by the Board ofDirectors or Executive Committee, Chief Executive Officer, Chief OperatingOfficer, or President shall exercise the powers and duties of the President.

 

*Section 9(a). The Secretary**.*  TheSecretary shall attend all meetings of the Board of Directors, of the ExecutiveCommittee and of the shareholders and act as clerk thereof and record all votesand the minutes of all proceedings in a book to be kept for that purpose, andshall perform like duties for the standing committees when required.

 

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

 

The Secretary shall see that proper notice is given of all meetings ofthe shareholders of the Corporation and of the Board of Directors and shallperform such other duties as may be prescribed from time to time by the Boardof Directors, Chief Executive Officer, Chief Operating Officer or President.

 

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*(b) Assistant Secretaries**.*  At the request of the Secretary, or in hisor 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.

 

*Section 10(a). The Treasurer**.*  TheTreasurer shall be the financial officer of the Corporation, shall keep fulland accurate accounts of all collections, receipts and disbursements in booksbelonging to the Corporation, shall deposit all moneys and other valuables inthe name and to the credit of the Corporation, in such depositories as may bedirected by the Board of Directors, shall disburse the funds of the Corporationas may be ordered by the Board of Directors, Chief Executive Officer, ChiefOperating Officer, or President, taking proper vouchers therefor, and shallrender to the Chief Executive Officer, Chief Operating Officer, or President,and directors at all regular meetings of the Board, or whenever they mayrequire it, and to the annual meeting of the shareholders, an account of allhis or her transactions as Treasurer and of the financial condition of theCorporation.

 

The Treasurer shall also perform such other duties as the Board ofDirectors may from time to time require.

 

If required by the Board of Directors, the Treasurer shall give theCorporation a bond in a form and in a sum with surety satisfactory to the Boardof Directors for the faithful performance of the duties of his or her officeand the restoration to the Corporation in the case of his or her death,resignation or removal from office of all books, papers, vouchers, money andother property of whatever kind in his or her possession belonging to theCorporation.

 

*(b) Assistant Treasurers**.*  At the request of the Treasurer, or in hisor her absence or inability to act, the Assistant Treasurer or, if there bemore than one, the Assistant Treasurer designated by the Treasurer, shallperform the duties of the Treasurer and when so acting shall have all thepowers of and be subject to all the restrictions of the Treasurer.  The Assistant Treasurers 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, orTreasurer.

 

*Section 11(a). The Comptroller**.*  TheComptroller 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 Comptroller 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 Comptrollers**.*  At the request of the Comptroller, or in hisor her absence or inability to act, the Assistant Comptroller or, if there bemore than one, the Assistant Comptroller designated by the Comptroller, shallperform the duties of the Comptroller and when so acting shall have all thepowers of and be subject to all the restrictions of the Comptroller.  The Assistant Comptrollers shall performsuch other duties as may from time to time be assigned to them by the Board ofDirectors, Chief Executive Officer, Chief Operating Officer, President, orComptroller.

 

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ARTICLE V

 

Indemnification of Directors,Officers, Employees, and Agents

 

*Section 1. Definitions**.*  As usedin 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 requiresotherwise, the estate 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 reasonableexpenses incurred with respect to a proceeding.

 

E.             "Officialcapacity" means:

 

(1)  When used with respect to aDirector, the office of Director in the Corporation, and

 

(2)  When used with respect toan individual other than a Director, as contemplated in Section 6, the officein the Corporation held by the officer or the employment or agency relationshipundertaken by the employee or agent on behalf of the Corporation.  "Official capacity" shall notinclude service for any other foreign or domestic corporation or any partnership,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.

 

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*Section 2. Indemnification.*

 

A.            Except as providedin subsection (D) of this Section, the Corporation shall indemnify an individualmade a party to a proceeding because he or she is or was a Director againstliability incurred in the proceeding if:

 

(1)  He or she conducted himselfor herself in good faith; and

 

(2)  He or she reasonablybelieved:

 

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

 

(b)    In all other cases, that his or her conduct was at least notopposed to its best interests; and

 

(3)  In the case of any criminalproceeding, he or she had no reasonable cause to believe his or her conduct wasunlawful.

 

B.            A Director's conductwith respect to an employee benefit plan for a purpose he or she reasonablybelieved to be in the interests of the participants in and beneficiaries of theplan shall be conduct that satisfies the requirement of subsection A(2)(b) ofthis Section.

 

C.            The termination of aproceeding by judgment, order, settlement, conviction, or upon a plea of nolocontendere or its equivalent shall not be, of itself, determinative that theDirector did not meet the standard of conduct described in this Section.

 

D.            The Corporation maynot indemnify a Director under this Section:

 

(1)  In connection with aproceeding by or in the right of the Corporation in which the Director wasadjudged liable to the Corporation; or

 

(2)  In connection with anyother proceeding charging improper personal benefit to him or her, whether ornot involving action in his or her official capacity, in which he or she wasadjudged liable on the basis that personal benefit was improperly received byhim 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.

 

*Section 3. Mandatory Indemnification**.*  Unlesslimited by the Articles of Incorporation, the Corporation shall indemnify aDirector who was wholly successful, on the merits or otherwise, in the defenseof any proceeding to which he or she was a party because he or she is or was aDirector of the Corporation against reasonable expenses incurred by him or herin connection with the proceeding.

 

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*Section4.  Advance for Expenses**.*

 

A.            The Corporation maypay for or reimburse the reasonable expenses incurred by a Director who is aparty to a proceeding in advance of final disposition of the proceeding if:

 

(1)  The Director furnishes theCorporation a written affirmation of his or her good faith belief that he orshe has met the standard of conduct described in Section 2;

 

(2)  The Director furnishes theCorporation a written undertaking, executed personally or on his or her behalf,to repay the advance if it is ultimately determined that he or she did not meetthe standard of conduct; and

 

(3)  A determination is madethat the facts then known to those making the determination would not precludeindemnification under this article.

 

B.            The undertakingrequired by subsection A(2) of this Section shall be an unlimited generalobligation of the Director but shall not be required to be secured and may beaccepted without reference to financial ability to make repayment.

 

C.            Determinations andauthorizations of payments under this Section shall be made in the mannerspecified in Section 5.

 

*Section 5. Determination*and*Authorization of Indemnification.*

 

A.            The Corporationshall not indemnify a Director under Section 2 of this Article unlessauthorized in the specific case after a determination has been made that indemnificationof the Director is permissible in the circumstances because he or she has metthe standard of conduct set forth in Section 2.

 

B.            The determinationshall be made:

 

(1)  By the Board of Directorsby majority vote of a quorum consisting of Directors not at the time parties tothe proceeding;

 

(2)  If a quorum cannot beobtained under subsection B(1) of this Section, by majority vote of a committeeduly designated by the Board of Directors (in which designation Directors whoare parties may participate), consisting solely of two or more Directors not atthe time parties to the proceeding;

 

(3)  By special legal counsel:

 

(a)  Selected by the Board of Directors or its committee in the mannerprescribed in subsection B(1) and (2) of this Section; or

 

(b)  If a quorum of the Board of Directors cannot be obtained undersubsection B(1) of this Section and a committee cannot be designated undersubsection B(2) of this Section, selected by majority vote of the full Board ofDirectors (in which selection Directors who are parties may participate); or

 

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(4)  By the shareholders, butshares owned by or voted under the control of Directors who are at the timeparties to the proceeding shall not be voted on the determination.

 

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

 

*Section 6. *Indemnification*of Officers, Employees, and Agents**.*  Unless the Corporation's Articles ofIncorporation provide otherwise:

 

A.            An officer of theCorporation 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.            The Corporation mayindemnify and advance expenses under this Article to an officer, employee, oragent of the Corporation who is not a Director to the same extent as to aDirector; and

 

C.            The Corporation mayalso indemnify and advance expenses to an officer, employee, or agent who isnot a Director to the extent, consistent with public policy, that may beprovided by the Articles of Incorporation, By-Laws, general or specific actionof the Board of Directors, or contract.

 

*Section 7.  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 Section 2or Section 3.

 

*Section 8. Application of this Article.*

 

A.            The indemnificationand advancement of expenses provided by, or granted pursuant to, this Articleshall not be deemed exclusive of any other rights to which those seekingindemnification or advancement of expenses may be entitled under the By-Laws,any agreement, vote of shareholders or disinterested Directors, or otherwise,both as to action in his or her official capacity and as to action in anothercapacity while holding such office.

 

B.            This Article shallnot limit the Corporation's power to pay or reimburse expenses incurred by aDirector in connection with his or her appearance as a witness at a proceedingat a time when he or she has not been made a named defendant or respondent tothe proceeding.

 

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ARTICLE VI

 

Capital Stock

 

*Section 1. 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.

 

*Section 2. *Transfer*of Shares**.*  Transferof shares shall be made upon the books of the Corporation or respectiveTransfer Agents designated to transfer each class of stock, and before a newcertificate is issued the old certificates shall be surrendered forcancellation.

 

*Section 3. *Appointment*of Transfer Agents and Registrars**.*  The Board of Directors may appoint one ormore transfer agents or one or more registrars or both, and may require allstock certificates to bear the signature of either or both.  When any such certificate is signed, by atransfer agent or registrar, the signatures of the corporate officers and thecorporate seal, if any, upon such certificate may be facsimiles, engraved orprinted.

 

In case any officer designated for the purpose, who has signed or whosefacsimile signature has been used on any such certificate, shall, from anycause, cease to be such officer before the certificate has been delivered bythe Corporation, the certificate may nevertheless be adopted by the Corporationand be issued and delivered as though the person had not ceased to be suchofficer.

 

*Section 4. Closing of Transfer Books or Taking Record of Shareholders**.*  The Board of Directors may fix a time notexceeding forty (40) days preceding the date of any meeting of shareholders orany dividend payment date or any date for the allotment of rights as a recorddate for the determination of the shareholders entitled to notice of suchmeeting or to vote thereat or to receive such dividends or rights as the casemay be; or the Board of Directors may close the books of the Corporationagainst transfer of shares during the whole or any part of such period.

 

*Section 5. Lost Stock Certificates**.*  In thecase of a lost stock certificate, a new stock certificate may be issued in itsplace upon proof of such loss, destruction or mutilation and upon the giving ofa satisfactory bond of indemnity to the Corporation and/or to the transferagent and registrar of such stock, if any, in such sum and under such terms asthe Board of Directors may provide.

 

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ARTICLE VII

 

Dividends

 

*Section 1. 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 class of shares in violationof the rights of the holders of any other class of shares.

 

Before payment of any dividends or making distribution of any profits,there may be set apart out of the excess of assets available for dividends suchsum or sums as the Board of Directors (or Executive Committee, if there be oneand the authority to declare dividends or make distributions is delegated tothe Executive Committee) from time to time in its absolute discretion thinksproper as a reserve fund for any purpose.

 

 

ARTICLE VIII

 

Fiscal Year

 

*Section 1.  FiscalYear**.*  Thefiscal year of the Corporation shall begin on the first day of January andterminate on the thirty-first day of December in each year.

 

ARTICLE IX

 

Contracts, Checks, Notes, etc.

 

*Section 1.Cont**racts, Checks, Notes, etc.*  Allcontracts and agreements authorized by the Board of Directors and all bonds andnotes shall, unless otherwise directed by the Board of Directors or unlessotherwise required by law, be signed by (1) either the Chairman, Vice Chairman,Chief Executive Officer, Chief Operating Officer, President, or a VicePresident, and (2) any one of the following officers:  Secretary or Assistant Secretary, Treasurer or AssistantTreasurer.  The Board of Directors mayby resolution adopted at any meeting designate officers of the Corporation whomay in the name of the Corporation execute checks, drafts and orders for thepayment of money in its behalf and, in the discretion of the Board ofDirectors, such officers may be so authorized to sign such checks singlywithout necessity for counter-signature.

 

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ARTICLE X

 

Notice and Waiver of Notice

 

*Section 1. Notice and Waiver of Notice**.*  Anynotice required to be given by these By-Laws to a Director or officer may begiven in writing, personally served or through the United States Mail, or bytelephone, telegram, cablegram or radiogram, and such notice shall be deemed tobe given at the time when the same shall be thus transmitted.  Any notice required to be given by theseBy-Laws may be waived by the person entitled to such notice.

 

ARTICLE XI

 

Corporate Seal

 

*Section 1. Corporate Seal**.*  Thecorporate seal of the Corporation shall consist of a metallic stamp, circularin form, bearing in its center the word "Seal", and on the outer edgethe name of the Corporation.

 

 

ARTICLE XII

 

Amendment

 

*Section 1.  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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