EXHIBIT 3.1
PROVIDIAN CORPORATION CERTIFICATE OF INCORPORATION

                                   EXHIBIT 3.1

         We, the undersigned, being the Chairman and Chief Executive Officer and
Assistant Secretary,  respectively,  of Providian Corporation,  formerly Capital
Holding Corporation,  a corporation  organized under the General Corporation Law
of the State of Delaware on March 26, 1969, do hereby  certify under seal of the
Corporation as follows:

         I. The following Restated  Certificate of Incorporation is duly adopted
in accordance with Section 245 of the Delaware  Corporation  Law Annotated,  and
correctly  sets  forth  without  change  the  corresponding  provisions  of  the
Corporation's Certificate of Incorporation as heretofore amended, and supercedes
the Certificate of Incorporation and all previous amendments thereto:


                      RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                              PROVIDIAN CORPORATION

         FIRST.  The name of the Corporation is Providian Corporation.

         SECOND. The address of the Corporation's registered office in the State
of  Delaware  is 1209  Orange  Street in the City of  Wilmington,  County of New
Castle.  The name of its  registered  agent at such  address is The  Corporation
Trust Company.

     THIRD.  The  purpose of the  Corporation  is to engage in any lawful act or
activity for which  corporations may be organized under the General  Corporation
Law of Delaware.

         FOURTH.  (A) The total  number of shares of all  classes of stock which
the  Corporation  shall  have  authority  to issue is three  hundred  thirty-one
million,  of which six million are to be Preferred Stock, par value $5 per share
(hereafter  called  the  "Preferred  Stock"),  twenty-five  million  are  to  be
Preference  Stock,  par value $.01 per share  (hereafter  called the "Preference
Stock"),  and three  hundred  million are to be Common  Stock,  par value $1 per
share (hereafter called the "Common Stock").

         (B) The designations, preferences and relative, participating, optional
or other special rights and the  qualifications,  limitations or restrictions on
the Preferred Stock and the Common Stock are as follows:

         (1) The  Preferred  Stock may be issued from time to time as fully paid
and  non-assessable  shares of one or more series. All shares of Preferred Stock
shall be of equal  rank with each  other,  regardless  of  series,  and shall be
identical with each other in all respects  except as provided in or permitted by
the  paragraph  next  following;  and the shares of  Preferred  Stock of any one
series shall be identical with each other in all respects except as to the dates
from and after which dividends thereon shall be cumulative, if so provided.

         The  number  of  shares  of each such  series  and the  voting  powers,
designations, preferences and relative, participating, optional or other special
rights and qualifications, limitations or restrictions thereof shall be fixed by
and set  forth in  resolutions  of the  Board of  Directors  of the  Corporation
pursuant to authority  hereby  expressly  vested in such Board. The authority of
the Board of Directors  with  respect to each series  shall  include to the full
extent now or  hereafter  permitted  by the laws of  Delaware,  but shall not be
limited to, the determination or fixing of the following:

     (a) The  distinctive  designation  of such  series and the number of shares
which shall constitute such series,  which number may be increased (except where
otherwise  provided  by the Board of  Directors  in  creating  such  series)  or
decreased  (but not below the number of shares  thereof then  outstanding)  from
time to time by like action of the Board of Directors to the extent permitted by
law;

     (b) The dividend rate of such series,  the  conditions and times upon which
such dividends shall be payable, the relation which such dividends shall bear to
the dividends  payable on any other class or classes of stock or series thereof,
or any other series of the same class, whether the Corporation shall be required
to pay such dividends on specified dates, if funds are legally available for the
payment  thereof,  or whether the payment of such dividends shall be entirely at
the  discretion  of the Board of  Directors,  whether  such  dividends  shall be
payable  in  cash  or by the  issuance  of  Common  or  Preferred  Stock  of the
Corporation, and whether dividends shall be cumulative or non-cumulative;

     (c) Whether or not the shares of such series shall be subject to redemption
by the Corporation and the conditions  thereof,  and the times, prices and other
terms and provisions upon which the shares of the series may be redeemed;

     (d)  Whether  or not the  shares  of the  series  shall be  subject  to the
operation  of a  retirement  or sinking  fund to be applied to the  purchase  or
redemption  of  such  shares  and,  if  such   retirement  or  sinking  fund  be
established,  the annual amount thereof and the terms and provisions relative to
the operation thereof;

     (e) Whether or not the shares of the series  shall be  convertible  into or
exchangeable  for shares of any other  class or  classes,  with or  without  par
value,  or any other  series of the same class,  and, if  provision  is made for
conversion or exchange,  the times, prices,  rates,  adjustments and other terms
and conditions of such conversion or exchange;

     (f) Whether or not the shares of the series have voting rights, in addition
to the voting  rights  provided  by law,  and,  if so, the terms of such  voting
rights;

     (g) The  rights of the shares of the  series in the event of  voluntary  or
involuntary liquidation,  dissolution, or upon the distribution of assets of the
Corporation;

     (h) Any other powers, preferences and relative, participating,  optional or
other special rights, and qualifications,  limitations or restrictions  thereof,
of the shares of such series,  as the Board of Directors may deem  advisable and
as  shall  not be  inconsistent  with  the  provisions  of this  Certificate  of
Incorporation.

         (2) The holders of shares of the  Preferred  Stock of each series shall
be entitled to receive  dividends,  in  accordance  with the  provisions  of the
resolution of the Board of Directors  creating each series, out of funds legally
available for the payment thereof,  at the rates fixed by the Board of Directors
for such series, and no more, before any dividends, other than dividends payable
in Common Stock,  shall be declared and paid,  or set apart for payment,  on the
Common Stock with respect to the same dividend period.

         (3) Whenever,  at any time, dividends on the then outstanding Preferred
Stock as may be required with respect to any series  outstanding shall have been
paid or  declared  and set apart for payment on the then  outstanding  Preferred
Stock,  and after  complying  with respect to any  retirement or sinking fund or
funds for any series of Preferred  Stock, the Board of Directors may, subject to
the provisions of the resolution or resolutions creating any series of Preferred
Stock, declare and pay dividends on the Common Stock.

         (4) The holders of shares of the  Preferred  Stock of each series shall
be entitled upon  liquidation  or dissolution  or upon the  distribution  of the
assets of the Corporation to such  preferences as are provided in the resolution
or resolutions  creating such series of Preferred Stock, and no more, before any
distribution  of the assets of the  Corporation  shall be made to the holders of
shares of Common Stock.  Whenever the holders of shares of the  Preferred  Stock
shall  have been paid the full  amounts to which  they  shall be  entitled,  the
holders of shares of the Common Stock shall be entitled to share  ratably in all
assets of the Corporation  remaining unless otherwise provided in the resolution
or resolutions creating such series of Preferred Stock.

         (5) Except as otherwise  provided by a resolution or resolutions of the
Board of  Directors  creating  any series of  Preferred  Stock or by the General
Corporation  Law of  Delaware,  the holders of shares of the Common Stock issued
and  outstanding  shall  have and  possess  the  exclusive  right to  notice  of
stockholders' meetings and the exclusive power to vote.

         (6) The Preferred Stock  purchased,  redeemed or converted  pursuant to
any of the provisions of the resolution of the Board of Directors  creating each
series,  shall,  at the  discretion  of the Board of  Directors,  be held in the
treasury of the Corporation subject to reissuance,  or shall, from time to time,
in the  discretion of the Board of  Directors,  upon the filing and recording of
such certificate as may be in accordance with the laws of the State of Delaware,
be returned to the status of authorized and unissued shares of Preferred  Stock,
in which  event such  shares  shall no longer be part of the  series  created in
connection with the original issuance thereof.

         (7) No  holder  of the  Preferred  Stock  of the  Corporation  shall be
entitled as such, as a matter of right,  to subscribe  for, or purchase any part
of, any new or additional  issue of stock of the  Corporation of any class or of
any issue of securities  convertible  into or exchangeable  for stock, or of any
warrants or rights to purchase  stock,  whether now or hereafter  authorized and
whether issued for money or for a consideration other than money.

         (8) Each holder of Common Stock entitled to vote at any particular time
shall have one vote for each  share of stock held of record by such  stockholder
and at the time entitled to voting rights.

         (C) The Board of Directors is  authorized,  subject to any  limitations
prescribed by law, to provide for the issuance of the shares of Preference Stock
in series,  and by filing a certificate  pursuant to the  applicable  law of the
State of  Delaware,  to  establish  from time to time the number of shares to be
included in each such series, and to fix the designation,  powers,  preferences,
and rights of the shares of each such series and any qualifications, limitations
or  restrictions  thereof;  provided,  however,  that no voting rights or powers
shall be established  with respect to the Preference Stock or any series thereof
which will  entitle the holders of such  Preference  Stock or series  thereof to
more than one vote per share when  voting as a class with the  holders of shares
of Common Stock.

         The number of authorized shares of Preference Stock may be increased or
decreased (but not below the number of shares thereof then  outstanding)  by the
affirmative  vote of the  holders of a majority of the Common  Stock,  without a
vote of the holders of the Preference Stock, or of any series thereof,  unless a
vote of the holders of any such series is required  pursuant to the  certificate
or certificates establishing such series of Preference Stock.

         (D) The shares of capital stock of the Corporation may be issued by the
Corporation from time to time for such consideration not less than the par value
thereof  as from  time to time  may be fixed by the  Board of  Directors  of the
Corporation.

     (1) $12.25 Cumulative Preferred Stock, Series B (Par Value $5.00 Per Share)
       -----------------------------------------------------------------

         RESOLVED,  that  32,800  shares  of  the  total  authorized  amount  of
6,000,000  shares of preferred stock be issued in and constitute a single series
designated "$12.25 Cumulative  Preferred Stock,  Series B" (the "Series").  Each
share of the Series  shall be issued for a  consideration  of $100.00  and shall
have a par value of $5.00. Of the consideration for each share, the par value of
$5.00 shall be capital of the  Corporation.  The shares of the Series shall have
the  voting  powers,  designations,  preferences  and  relative,  participating,
optional  or  other  special   rights,   and   qualifications,   limitations  or
restrictions thereof hereinafter set forth:

A.       DIVIDEND RIGHTS

         Out of the assets of the Corporation which are by law available for the
payment of dividends,  the holders of shares of this Series shall be entitled to
receive,  as and when  declared  by the  Board  of  Directors,  cumulative  cash
dividends,  at,  but not  exceeding,  the rate of $12.25  per  share per  annum,
payable quarterly on the fifteenth days of April, July, October,  and January of
each year,  accruing from the date of issuance or from such other date as may be
specified by the Board of Directors.  Each dividend payment shall be made to the
holders of shares of this Series of record on the date, not exceeding sixty (60)
days  preceding  the date for  payment,  fixed for the  purpose  by the Board of
Directors in advance of such payment. The holders of shares of this Series shall
be entitled to no other dividends. Any dividend declared in any quarterly period
shall be deemed to have been  declared  with  respect  to the  quarterly  period
ending immediately prior to the day upon which such dividend is payable.

         So long as any shares of this Series are outstanding, unless:

                  (i) in  case  of a  dividend  declaration,  such  dividend  is
         payable  not more than  sixty  (60) days  after the date of record  for
         determining the holders to whom the dividend is to be paid, and

                  (ii) a full cash dividend on the shares of this Series for all
         past  quarterly  dividend  periods and for the quarterly  period during
         which  such   declaration,   distribution,   purchase,   redemption  or
         acquisition  occurs,  shall  have  been  paid  or  declared,  and a sum
         sufficient for the payment thereof set apart,

no  dividends  shall be declared,  and no  distribution  made,  on any shares of
common  stock  (other than in shares of common  stock),  nor shall any shares of
common  stock be  purchased,  redeemed or  otherwise  acquired  for value by the
Corporation  or any  subsidiary,  and no  dividends  shall be  declared,  and no
distribution  made,  on any shares of any other  series of or class of preferred
stock unless  proportionate  dividends are paid on all series of parity  ranking
preferred shares, nor shall any shares of any other series or class of preferred
stock be purchased,  redeemed or otherwise acquired for value by the Corporation
or any subsidiary  unless all such preferred  shares are redeemed or an offer to
purchase is made to all holders of such preferred shares on substantially  equal
terms.

         Provided,   however,  that,  notwithstanding  the  foregoing,  (i)  the
Corporation may make any required sinking fund redemption  (including delinquent
accrued  dividends)  on this or any other series or class of preferred  stock if
the  number of  shares  of such  series  or class of  preferred  stock  being so
redeemed bears (as nearly as practicable) the same ratio to the aggregate number
of  shares of such  series or class  then due to be  redeemed  as the  number of
shares of this Series being redeemed bears to the aggregate  number of shares of
this Series then due to be redeemed and (ii) the  foregoing  restrictions  shall
not apply to the  acquisition  of any stock solely in exchange for or solely out
of the proceeds of sale of stock.

B.       REDEMPTION AND SINKING FUND

         Mandatory  Redemption  (Sinking  Fund).  Shares of this Series shall be
subject to redemption through the operation of a sinking fund (herein called the
"Sinking Fund") at the redemption price (the "Sinking Fund Redemption Price") of
$100 per share plus an amount equal to the dividends  accrued and unpaid thereon
to the redemption date,  whether or not earned or declared.  For the purposes of
the Sinking Fund, out of any funds of the Corporation legally available therefor
remaining  after  full  cumulative  dividends  upon all  series  and  classes of
preferred  stock  then  outstanding  to  the  end of the  dividend  period  next
preceding  the date  fixed for such  redemption  (and for the  current  dividend
period if the date fixed for such  redemption is a dividend  payment date) shall
have been  declared  and shall have been paid or set apart for  payment,  as and
when directed by the Board of Directors the Corporation shall set aside in cash,
annually on October 15 commencing October 15, 1991, and ending October 15, 2000,
an amount  sufficient  to redeem,  at the Sinking  Fund  Redemption  Price,  ten
percent  (10%) of the shares of this  Series.  In the event such amounts are not
set aside, the holders of shares of this Series shall have such exclusive rights
and remedies as are set forth herein.

         The Sinking Fund shall be  cumulative so that if on any such October 15
the funds of the corporation legally available therefor shall be insufficient to
permit any such amount to be set aside in full,  or if for any other reason such
amount shall not have been set aside in full, the amount of the deficiency shall
be set aside,  but without  interest,  before any cash dividend shall be paid or
declared,  or any  distribution  made, on any junior shares or before any junior
shares  or any  shares  of  preferred  stock  shall be  purchased,  redeemed  or
otherwise  acquired by the  Corporation,  or any moneys  shall be paid to or set
aside or made available for a sinking fund for the purchase or redemption of any
junior  shares or any  shares  or  parity  ranking  preferred  stock;  provided,
however,  that,  notwithstanding  the  existence  of any  such  deficiency,  the
Corporation may make any required sinking fund redemption on any other series or
class of  preferred  stock if the number of shares of such other series or class
of preferred stock being so redeemed bears (as nearly as  practicable)  the same
ratio to the  aggregate  number of shares of such other series or class then due
to be redeemed as the number of shares of this Series  being  redeemed  bears to
the aggregate number of shares of this Series then due to be redeemed.

         Moneys in the Sinking  Fund shall be applied on such  October 15 to the
redemption of shares of this Series.  The Corporation  shall, prior to each such
Sinking Fund redemption, give notice of redemption as hereinafter provided.

         In addition,  the Corporation  shall have the right, at its option,  to
redeem at the Sinking  Fund  Redemption  Price on October 15,  1991,  and on any
October 15  thereafter,  an additional  number of shares of this Series equal to
the  number it is  required  to redeem on such  date.  This  right  shall not be
cumulative  from year to year and shall not in the  aggregate  exceed 25% of the
shares of this issue.

         Optional  Redemption.  Shares of this  Series  may be  redeemed  at the
option of the Corporation,  in whole or in part, on any date on or after October
15, 1990 upon at least thirty (30) days' notice as hereinafter provided,  out of
any funds of the Corporation  legally available  therefore  remaining after full
cumulative  dividends  upon all  series  and  classes  of  preferred  stock then
outstanding to the end of the dividend  period next preceding the date fixed for
such  redemption  (and for the  current  dividend  period if the date  fixed for
redemption,  whether or not earned or declared,  the total sum so payable  being
herein referred to as the "Redemption Price."

         Special Redemption. If the situation arises under which the Corporation
is required  to attain  approval  of a  specified  percentage  of the holders of
shares of this Series to effect a merger,  consolidation or sale of assets,  and
such approval is denied,  then the Corporation  shall have the special option of
redeeming  shares of this Series as an entirety at the Sinking  Fund  Redemption
Price.

         Repurchases. So long as the Corporation has paid, or made provision for
all dividends  previously  accrued on shares of this Series,  it may re-purchase
shares of this Series on a negotiated basis, provided no redemption of shares of
this Series (other than as required by the Mandatory  Redemption  (Sinking Fund)
section of this  Paragraph B) nor any other purchase or acquisition of shares of
this Series by the Corporation  shall  constitute a redemption of such shares in
lieu  of  or  as a  credit  against  the  Mandatory  Redemption  (Sinking  Fund)
requirements of this Paragraph B.

         Notice  and  Payment.  Notice  of  every  redemption  shall  be sent by
certified mail, return receipt requested, to the holders of record of the shares
of this Series so to be  redeemed,  at their  respective  addresses  as the same
shall  appear on the records of the  Corporation,  or as given by such holder to
the Corporation for the purpose of this notice, or if no such address appears or
is so given,  at the place  where the  principal  office of the  Corporation  is
located.  Such  notice  shall be mailed at least  thirty  (30) but not more than
sixty  (60) days in advance  of the date  fixed for such  redemption.  Each such
notice of  redemption  shall  state how many,  if not all,  of the shares of the
Series are to be redeemed,  the date fixed for redemption,  the Redemption Price
and/or Sinking Fund Redemption Price and the manner and place of payment of such
Redemption Price and/or Sinking Fund Redemption Price.

         Any  notice  which is mailed in the  manner  herein  provided  shall be
conclusively  presumed  to have  been  duly  given,  whether  or not the  holder
receives the notice.  In any case,  failure duly to give notice by mail,  or any
defect in notice, to the holder of any share designated for redemption shall not
affect the validity of the proceedings for the redemption of any other share.

         In the case of the  redemption  of a part  only of the  shares  of this
Series at the time  outstanding,  the Corporation shall select pro rata, in such
reasonable  manner as the Board of  Directors  may  determine,  the shares to be
redeemed. The Board of Directors shall have full power and authority, subject to
the  limitations  and provisions  herein  contained,  to prescribe the manner in
which and the terms and  conditions  upon which shares of this Series shall from
time to time be redeemable. On and after the date specified in such notice, each
holder of the shares of this Series called for  redemption  as  aforesaid,  upon
presentation  and  surrender  at the  place  designated  in such  notice  of the
certificate  or  certificates  for shares of this Series  held by him,  properly
endorsed  in  blank  for  transfer  or  accompanied  by  proper  instruments  of
assignment in blank (if required by the  Corporation)  and bearing all necessary
stock  transfer tax stamps  thereto  affixed and canceled,  shall be entitled to
receive therefor the redemption price thereof.

         From and after the date of redemption  specified in such notice (unless
default shall be made by the Corporation in providing  moneys for the payment of
the  redemption  price) all  dividends  upon shares of this Series so called for
redemption  shall cease to accrue and, from and after said date (unless  default
shall be made by the  Company  as  aforesaid)  or, if the  Corporation  shall so
elect,  from and after the date  specified  therefor in the notice of redemption
(prior to the date of redemption so  specified) on which the  Corporation  shall
provide the moneys for the payment of the  redemption  price by  depositing  the
amount  thereof in trust for such  purpose  with a bank or trust  company  doing
business in the Commonwealth of Kentucky, and having a capital and surplus of at
least $10,000,000,  all rights of the holders of shares of this Series so called
for redemption as stockholders of the  Corporation,  excepting only the right to
receive the  redemption  price of such shares on and after the  redemption  date
without interest thereon, shall cease and determine.

         In case any holders of shares of this  Series so called for  redemption
shall not, within six years after such deposit, claim the amounts deposited with
respect to the redemption  thereof,  any such bank or trust company shall,  upon
demand,  pay over to the Corporation  such unclaimed  amounts and thereupon such
bank or trust company shall be relieved of all responsibility in respect thereof
to such holders.

C.       CONVERSION RIGHTS

         The  holders  of  shares  of this  Series  shall  not have the right to
convert  such  shares  into,  or exchange  such shares for,  shares of any other
class, or of any other series of the same class, of the Corporation.

D.       VOTING RIGHTS

         Except as otherwise  required by law,  holders of shares of this Series
shall  have no voting  rights  nor be  entitled  to  notice of or to attend  any
meetings of stockholders; provided, however, that:

         Defaults.  (a) If and whenever accrued  dividends on the shares of this
Series or any preferred shares of any other series ranking on a parity shall not
have  been  paid  in  an   aggregate   amount  equal  to  or  greater  than  six
quarter-annual  dividends  on the shares of this Series or such other  preferred
shares at the time  outstanding or if and whenever any mandatory  redemptions of
shares of this  Series or any other  preferred  shares at the time  ranking on a
parity  with this Series  have not been made (each such  series  being,  in this
Paragraph  D, called a "series in  arrears")  then,  and in any such event,  the
number of  Directors  then  constituting  the entire  Board of  Directors of the
Corporation shall automatically be increased by two Directors and the holders of
the shares of all series in arrears, voting together as a single class, shall be
entitled  to fill such  newly  created  directorships.  Such  right to vote as a
single  class to elect two  Directors  shall,  when vested,  continue  until all
dividends  in  default on the shares of this  Series,  and such other  preferred
shares,  as the case may be,  shall  have been  paid in full and all  delinquent
mandatory  redemptions of shares of this Series and such other preferred shares,
as the case may be,  have been made and,  when so done,  such right to elect two
Directors  separately  as a class  shall  cease,  subject,  always,  to the same
provisions for the vesting of such right to elect two Directors  separately as a
class in the case of future  defaults.  At any time when such right to elect two
Directors  separately as a class shall have so vested the  Corporation  may, and
upon the  written  request  of the  holders  of record  of not less than  twenty
percent  (20%) of the  total  number of shares  of all  series in  arrears  then
outstanding  shall, call a special meeting of the holders of such shares to fill
such newly created  directorships for the election of Directors.  In the case of
such a written  request,  such special  meeting shall be held within ninety (90)
days after the delivery of such  request  and, in either case,  at the place and
upon the notice provided by law and in the By-Laws of the Corporation,  provided
that the  Corporation  shall not be required  to call such a special  meeting if
such request is received less than one hundred twenty (120) days before the date
fixed for the next ensuing annual meeting of shareholders of the Corporation, at
which meeting such newly created directorships shall be filled by the holders of
the shares of each series in arrears, voting together as a single class.

         (b) So long as any shares of this Series are  outstanding,  the By-Laws
of the Corporation shall at all times be such that the exercise,  by the holders
of shares of this Series (or any other  series) of the right to elect  Directors
under the circumstances provided for in this Paragraph D will not contravene any
provision  of  the  Certificate  of  Incorporation  restricting  the  number  of
Directors which may constitute the entire Board of Directors of the Corporation.

         (c) Directors  elected  pursuant to this  Paragraph D shall serve until
the  earlier  of  (i)  the  next  annual  meeting  of  the  shareholders  of the
Corporation  and the  election  (by the  holders of the shares of each series in
arrears)  and  qualification  of their  respective  successors  or (ii) the next
annual meeting of the  shareholders of the  Corporation  following the date upon
which all  dividends  in default on the shares of each  series in arrears  shall
have been paid in full and any default in mandatory  redemption  shall have been
cured. If, prior to the end of the term of any Director elected as aforesaid,  a
vacancy in the office of such  Director  shall occur during the  continuance  of
such a default by reason of death,  resignation,  or  disability,  such  vacancy
shall be filled for the unexpired term by appointment by the remaining  Director
elected as aforesaid of a new  Director  for the  unexpired  term of such former
Director.

         Miscellaneous.  Without the affirmative vote of the holders of at least
two-thirds of the outstanding preferred shares, voting as a single class (or, if
less than all of the outstanding  series of preferred  shares would be adversely
affected  thereby,  without  the  affirmative  vote of the  holders  of at least
two-thirds of the outstanding shares of each such series so affected,  voting as
a separate class), the Corporation may not

         (a) amend the Certificate of  Incorporation  so as to adversely  affect
the voting powers  (except as such voting  powers  (except as such voting powers
may be affected by the  authorization of any additional  preferred shares having
the  same  voting  rights  as  the  outstanding   preferred  shares  or  by  the
authorization  of any other shares of any class having  voting  rights which are
not entitled to vote together with the  preferred  shares in any separate  class
vote of the preferred shares),  rights of preferences of the preferred shares or
such series;

     (b)  authorize or create any class of stock ranking prior to shares of this
Series;

         (c) issue any  additional  preferred  shares  ranking on a parity  with
shares of this Series  unless,  after  giving  effect to such  issuance  and the
application of the proceeds thereof,  net income (excluding  nonrecurring items)
of the Corporation for any period of twelve (12)  consecutive  months during the
eighteen (18) months  immediately  preceding the date of such issuance  would be
equal to not less than 200% of the annual  dividend  requirements  of all shares
(outstanding  and pro forma)  ranking prior to or on a parity with the shares of
this Series with respect to dividends;

         (d) effect any merger or  consolidation  unless the  Corporation is the
survivor or the surviving  corporation is organized under the laws of a state of
the United  State and it issues new  preferred  shares in exchange for shares of
this Series with terms at least as  favorable  as provided  herein for shares of
this Series; or

     (e) effect a sale of substantially all of the assets of the Corporation.

         Voting.  Whenever the holders of the  preferred  shares are entitled to
vote as a single  class,  each holder of shares of this Series shall be entitled
to one vote for each such share held of record and, to the extent  permitted  by
applicable  law, (a) each holder of shares of any other series of the  preferred
shares  shall be  entitled  to one vote for each $100 of the  liquidation  price
(without regard to accrued dividends) in respect of the involuntary liquidation,
dissolution  or winding up of the  Corporation  of the shares of such series for
each such  share  held of  record  and (b) in the case of any such  shares  such
liquidation  price of which  shall not be an  integral  multiple  of $100,  each
holder thereof shall be entitled to a vote in respect of each such share so held
equal to the result obtained by multiplying one by a fraction,  the numerator of
which is a number equal to the number of dollars  constituting  such liquidation
price of such share and the denominator of which is 100.

E.       LIQUIDATION RIGHTS

         Before any  distribution may be made to the holders of the common stock
of the Corporation  upon any  liquidation,  the holders of shares of this Series
will be entitled to receive $100 per share plus an amount equal to the dividends
accrued and unpaid thereon, whether or not earned or declared.

         If upon any dissolution,  liquidation or winding up of the Corporation,
the assets available for  distribution  shall be insufficient to pay the holders
of all shares of this Series then  outstanding (and the holders of all shares of
preferred stock of any other series then outstanding and ranking senior to or on
a parity with the shares of this Series upon dissolution, liquidation or winding
up) the full amounts to which they respectively  shall be entitled,  the holders
of shares of this Series (and the  holders of shares of  preferred  stock of any
other series  ranking on a parity) shall share ratably in such  distribution  of
assets in accordance with the amounts which would be payable if all such amounts
were paid in full.

         Neither the  consolidation  nor merger of the Corporation  with or into
any other  corporation  nor any sale,  lease or conveyance of all or any part of
the  property  or  business  of  the  Corporation,  shall  be  deemed  to  be  a
dissolution,  liquidation or winding up of the Corporation within the meaning of
this Paragraph E.

     (2) $14.00 Cumulative Preferred Stock, Series C (Par Value $5.00 Per Share)
-----------------------------------------------------------------------

         RESOLVED,  that  75,000  shares  of  the  total  authorized  amount  of
6,000,000  shares of preferred stock be issued in and constitute a single series
designated "$14 Cumulative Preferred Stock, Series C" (the "Series"). Each share
of the Series  shall be issued for a  consideration  of $100.00 and shall have a
par value of $5.00. Of the  consideration for each share, the par value of $5.00
shall be capital  of the  Corporation.  The shares of the Series  shall have the
voting powers, designations,  preferences and relative, participating,  optional
or other special rights, and qualifications, limitations or restrictions thereof
hereinafter set forth:

A.       DIVIDEND RIGHTS

         Out of the assets of the Corporation which are by law available for the
payment of dividends,  the holders of shares of this Series shall be entitled to
receive,  as and when  declared  by the  Board  of  Directors,  cumulative  cash
dividends,  at, but not exceeding,  the rate of $14 per share per annum, payable
quarterly on the first days of November,  February, May and August of each year,
accruing  from the date of issuance or from such other date as may be  specified
by the Board of Directors. Each dividend payment shall be made to the holders of
shares of this  Series of record on the  date,  not  exceeding  sixty  (60) days
preceding  the date for such  payment,  fixed  for the  purpose  by the Board of
Directors in advance of such payment. The holders of shares of this Series shall
be entitled to no other dividends. Any dividend declared in any quarterly period
shall be deemed to have been  declared  with  respect  to the  quarterly  period
ending immediately prior to the day upon which such dividend is payable.

         So long as any shares of this Series are outstanding, unless:

                  (i) in  case  of a  dividend  declaration,  such  dividend  is
         payable  not more than  sixty  (60) days  after the date of record  for
         determining the holders to whom the dividend is to be paid, and

                  (ii) a full cash dividend on the shares of this Series for all
         past  quarterly  dividend  periods and for the quarterly  period during
         which  such   declaration,   distribution,   purchase,   redemption  or
         acquisition  occurs,  shall  have  been  paid  or  declared,  and a sum
         sufficient for the payment thereof set apart,

no  dividends  shall be declared,  and no  distribution  made,  on any shares of
common  stock  (other than in shares of common  stock),  nor shall any shares of
common  stock be  purchased,  redeemed or  otherwise  acquired  for value by the
Corporation  or any  subsidiary,  and no  dividends  shall be  declared,  and no
distributions  made,  on any shares of any other series of or class of preferred
stock unless  proportionate  dividends are paid on all series of parity  ranking
preferred shares, nor shall any shares of any other series or class of preferred
stock be purchased,  redeemed or otherwise acquired for value by the Corporation
or any subsidiary  unless all such preferred  shares are redeemed or an offer to
purchase is made to all holders of such preferred shares on substantially  equal
terms.

         Provided,   however,  that,  notwithstanding  the  foregoing,  (i)  the
Corporation may make any required sinking fund redemption  (including delinquent
accrued  dividends)  on this or any other series or class of preferred  stock if
the  number of  shares  of such  series  or class of  preferred  stock  being so
redeemed bears (as nearly as practicable) the same ratio to the aggregate number
of  shares of such  series or class  then due to be  redeemed  as the  number of
shares  of  this  Series  then  due  to  be  redeemed  and  (ii)  the  foregoing
restrictions  shall not apply to the acquisition of any stock solely in exchange
for or solely out of the proceeds of sale of stock.

B.       REDEMPTION AND SINKING FUND

         Mandatory  Redemption  (Sinking  Fund).  Shares of this Series shall be
subject to redemption through the operation of a sinking fund (herein called the
"Sinking Fund") at the redemption price (the "Sinking Fund Redemption Price") of
$100 per share plus an amount equal to the dividends  accrued and unpaid thereon
to the redemption date,  whether or not earned or declared.  For the purposes of
the Sinking Fund, out of any funds of the Corporation legally available therefor
remaining  after  full  cumulative  dividends  upon all  series  and  classes of
preferred  stock  then  outstanding  to  the  end of the  dividend  period  next
preceding  the date  fixed for such  redemption  (and for the  current  dividend
period if the date fixed for such  redemption is a dividend  payment date) shall
have been  declared  and shall have been paid or set apart for  payment,  as and
when directed by the Board of Directors the Corporation shall set aside in cash,
annually on August 1 commencing  August 1, 1992,  and ending  August 1, 2001, an
amount  sufficient to redeem,  at the Sinking Fund Redemption Price, ten percent
(10%) of the shares of this Series. In the event such amounts are not set aside,
the  holders  of shares of this  Series  shall  have such  exclusive  rights and
remedies as are set forth herein.

         The Sinking  Fund shall be  cumulative  so that if on any such August 1
the funds of the Corporation legally available therefor shall be insufficient to
permit any such amount to be set aside in full,  or if for any other reason such
amount shall not have been set aside in full, the amount of the deficiency shall
be set aside,  but without  interest,  before any cash dividend shall be paid or
declared,  or any  distribution  made, on any junior shares or before any junior
shares  or any  shares  of  preferred  stock  shall be  purchased,  redeemed  or
otherwise  acquired by the  Corporation,  or any moneys  shall be paid to or set
aside or made available for a sinking fund for the purchase or redemption of any
junior  shares or any  shares  or  parity  ranking  preferred  stock;  provided,
however,  that,  notwithstanding  the  existence  of any  such  deficiency,  the
Corporation may make any required sinking fund redemption on any other series or
class of  preferred  stock if the number of shares of such other series or class
of preferred stock being so redeemed bears (as nearly as  practicable)  the same
ratio to the  aggregate  number of shares of such other series or class then due
to be redeemed as the number of shares of this Series  being  redeemed  bears to
the aggregate number of shares of this Series then due to be redeemed.

         Moneys in the  Sinking  Fund shall be  applied on such  August 1 to the
redemption of shares of this Series.  The Corporation  shall, prior to each such
Sinking Fund redemption, give notice of redemption as hereinafter provided.

         In addition,  the Corporation  shall have the right, at its option,  to
redeem at the Sinking Fund Redemption Price on August 1, 1992, and on any August
1 thereafter,  an additional number of shares of this Series equal to the number
it is required to redeem on such date.  This right shall not be cumulative  from
year to year and shall not in the  aggregate  exceed  25% of the  shares of this
issue.

         Optional  Redemption.  Shares of this  Series  may be  redeemed  at the
option of the  Corporation,  in whole or in part, on any date on or after August
1, 1991 upon at least thirty (30) days' notice as hereinafter  provided,  out of
any funds of the Corporation  legally  available  therefor  remaining after full
cumulative  dividends  upon all  series  and  classes  of  preferred  stock then
outstanding to the end of the dividend  period next preceding the date fixed for
such redemption (and for the current  dividend period if the date fixed for such
redemption  is a dividend  payment date) shall have been declared and shall have
been paid or set aside for  payment,  at $105 per share plus an amount  equal to
the dividends  accrued and unpaid to the date fixed for  redemption,  whether or
not earned or declared, the total sum so payable being herein referred to as the
"Redemption Price."

         Special Redemption. If the situation arises under which the Corporation
is required  to attain  approval  of a  specified  percentage  of the holders of
shares of this Series to effect a merger,  consolidation or sale of assets,  and
such approval is denied,  then the Corporation  shall have the special option of
redeeming  shares of this Series as an entirety at the Sinking  Fund  Redemption
Price.

         Repurchases. So long as the Corporation has paid, or made provision for
all dividends  previously  accrued on shares of this Series,  it may  repurchase
shares of this Series on a negotiated basis, provided no redemption of shares of
this Series (other than as required by the Mandatory  Redemption  (Sinking Fund)
section of this  Paragraph B) nor any other purchase or acquisition of shares of
this Series by the Corporation  shall  constitute a redemption of such shares in
lieu  of  or  as a  credit  against  the  Mandatory  Redemption  (Sinking  Fund)
requirements of this Paragraph B.

         Notice  and  Payment.  Notice  of  every  redemption  shall  be sent by
certified mail, return receipt requested, to the holders of record of the shares
of this Series so to be  redeemed,  at their  respective  addresses  as the same
shall  appear on the records of the  Corporation,  or as given by such holder to
the Corporation  for the purpose of notice,  or if no such address appears or is
so given, at the place where the principal office of the Corporation is located.
Such  notice  shall be mailed at least  thirty (30) but not more than sixty (60)
days in  advance  of the date  fixed for such  redemption.  Each such  notice of
redemption  shall state how many, if not all, of the shares of the Series are to
be redeemed, the date fixed for redemption,  the Redemption Price and/or Sinking
Fund  Redemption  Price and the manner  and place of payment of such  Redemption
Price and/or Sinking Fund Redemption Price.

         Any  notice  which is mailed in the  manner  herein  provided  shall be
conclusively  presumed  to have  been  duly  given,  whether  or not the  holder
receives the notice.  In any case,  failure duly to given notice by mail, or any
defect in notice, to the holder of any share designated for redemption shall not
affect the validity of the proceedings for the redemption of any other share.

         In the case of the  redemption  of a party  only of the  shares of this
Series at the time  outstanding,  the Corporation shall select pro rata, in such
reasonable  manner as the Board of  Directors  may  determine,  the shares to be
redeemed. The Board of Directors shall have full power and authority, subject to
the  limitations  and provisions  herein  contained,  to prescribe the manner in
which and the terms and  conditions  upon which shares of this Series shall from
time to time be redeemable. On and after the date specified in such notice, each
holder of the shares of this Series called for  redemption  as  aforesaid,  upon
presentation  and  surrender  at the  place  designated  in such  notice  of the
certificate  or  certificates  for shares of this Series  held by him,  properly
endorsed  in  blank  for  transfer  or  accompanied  by  proper  instruments  of
assignment in blank (if required by the  Corporation)  and bearing all necessary
stock  transfer tax stamps  thereto  affixed and canceled,  shall be entitled to
receive therefor the redemption price thereof.

         From and after the date of redemption  specified in such notice (unless
default shall be made by the Corporation in providing  moneys for the payment of
the  redemption  price) all  dividends  upon shares of this Series so called for
redemption  shall cease to accrue and, from and after said date (unless  default
shall be made by the  Company  as  aforesaid)  or, if the  Corporation  shall so
elect,  from and after the date  specified  therefor in the notice of redemption
(prior to the date of redemption so  specified) on which the  Corporation  shall
provide the moneys for the payment of the  redemption  price by  depositing  the
amount  thereof in trust for such  purpose  with a bank or trust  company  doing
business in the Commonwealth of Kentucky, and having a capital and surplus of at
least $10,000,000,  all rights of the holders of shares of this Series so called
for redemption as stockholders of the  Corporation,  excepting only the right to
receive the  redemption  price of such shares on and after the  redemption  date
without interest thereon, shall cease and determine.

         In case any holders of shares of this  Series so called for  redemption
shall not, within six years after such deposit, claim the amounts deposited with
respect to the redemption  thereof,  any such bank or trust company shall,  upon
demand,  pay over to the Corporation  such unclaimed  amounts and thereupon such
bank or trust company shall be relieved of all responsibility in respect thereof
to such holders.

C.       CONVERSION RIGHTS

         The  holders  of  shares  of this  Series  shall  not have the right to
convert  such  shares  into,  or exchange  such shares for,  shares of any other
class, or of any other series of the same class, of the Corporation.

D.       VOTING RIGHTS

         Except as otherwise  required by law,  holders of shares of this Series
shall  have no voting  rights  nor be  entitled  to  notice of or to attend  any
meetings of stockholders; provided, however, that:

         Defaults.  (a) If and whenever accrued  dividends on the shares of this
Series or any preferred shares of any other series ranking on a parity shall not
have  been  paid  in  an   aggregate   amount  equal  to  or  greater  than  six
quarter-annual  dividends  on the shares of this Series or such other  preferred
shares at the time  outstanding or if and whenever any mandatory  redemptions of
shares of this  Series or any other  preferred  shares at the time  ranking on a
parity  with this Series  have not been made (each such  series  being,  in this
Paragraph  D, called a "series in  arrears")  then,  and in any such event,  the
number of  Directors  then  constituting  the entire  Board of  Directors of the
Corporation shall automatically be increased by two Directors and the holders of
the shares of all series in arrears, voting together as a single class, shall be
entitled  to fill such  newly  created  directorships.  Such  right to vote as a
single  class to elect two  Directors  shall,  when vested,  continue  until all
dividends  in  default on the shares of this  Series,  and such other  preferred
shares,  as the case may be,  shall  have been  paid in full and all  delinquent
mandatory  redemptions of shares of this Series and such other preferred shares,
as the case may be,  have been made and,  when so done,  such right to elect two
Directors  separately  as a class  shall  cease,  subject,  always,  to the same
provisions for the vesting of such right to elect two Directors  separately as a
class in the case of future  defaults.  At any time when such right to elect two
Directors  separately as a class shall have so vested the  Corporation  may, and
upon the  written  request  of the  holders  of record  of not less than  twenty
percent  (20%) of the  total  number of shares  of all  series in  arrears  then
outstanding  shall, call a special meeting of the holders of such shares to fill
such newly created  directorships for the election of Directors.  In the case of
such a written  request,  such special  meeting shall be held within ninety (90)
days after the delivery of such  request  and, in either case,  at the place and
upon the notice provided by law and in the By-Laws of the Corporation,  provided
that the  Corporation  shall not be required  to call such a special  meeting if
such request is received less than one hundred twenty (120) days before the date
fixed for the next ensuing annual meeting of shareholders of the Corporation, at
which meeting such newly created directorships shall be filled by the holders of
the shares of each series in arrears, voting together as a single class.

         (b) So long as any shares of this Series are  outstanding,  the By-Laws
of the Corporation shall at all times be such that the exercise,  by the holders
of shares of this Series (or any other  series) of the right to elect  Directors
under the circumstances provided for in this Paragraph D will not contravene any
provision  of  the  Certificate  of  Incorporation  restricting  the  number  of
Directors which may constitute the entire Board of Directors of the Corporation.

         (c) Directors  elected  pursuant to this  Paragraph D shall serve until
the  earlier  of  (i)  the  next  annual  meeting  of  the  shareholders  of the
Corporation  and the  election  (by the  holders of the shares of each series in
arrears) and  qualifications  of their  respective  successors  or (ii) the next
annual meeting of the  shareholders of the  Corporation  following the date upon
which all  dividends  in default on the shares of each  series in arrears  shall
have been paid in full and any default in mandatory  redemption  shall have been
cured. If, prior to the end of the term of any Director elected as aforesaid,  a
vacancy in the office of such  Director  shall occur during the  continuance  of
such a default by reason of death,  resignation,  or  disability,  such  vacancy
shall be filled for the unexpired term by appointment by the remaining  Director
elected as aforesaid of a new  Director  for the  unexpired  term of such former
Director.

         Miscellaneous.  Without the affirmative vote of the holders of at least
two-thirds of the outstanding preferred shares, voting as a single class (or, if
less than all of the outstanding  series of preferred  shares would be adversely
affected  thereby,  without  the  affirmative  vote of the  holders  of at least
two-thirds of the outstanding shares of each such series so affected,  voting as
a separate class), the Corporation may not

         (a) amend the Certificate of  Incorporation  so as to adversely  affect
the  voting  powers  (except  as  such  voting  powers  may be  affected  by the
authorization  of any additional  preferred shares having the same voting rights
as the outstanding  preferred shares or by the authorization of any other shares
of any class having  voting  rights which are not entitled to vote together with
the preferred shares in any separate class vote of the preferred shares), rights
or preferences of the preferred shares or such series;

       (b)  authorize or create any class of stock ranking prior to shares of
this Series;

         (c) issue any  additional  preferred  shares  ranking on a parity  with
shares of this Series  unless,  after  giving  effect to such  issuance  and the
application of the proceeds thereof,  net income (excluding  nonrecurring items)
of the Corporation for any period of twelve (12)  consecutive  months during the
eighteen (18) months  immediately  preceding the date of such issuance  would be
equal to not less than 200% of the annual  dividend  requirements  of all shares
(outstanding  and pro forma)  ranking prior to or on a parity with the shares of
this Series with respect to dividends;

         (d) effect any merger or  consolidation  unless the  Corporation is the
survivor or the surviving  corporation is organized under the laws of a state of
the United States and it issues new  preferred  shares in exchange for shares of
this Series with terms at least as  favorable  as provided  herein for shares of
this Series; or

     (e) effect a sale of substantially all of the assets of the Corporation.

         Voting.  Whenever the holders of the  preferred  shares are entitled to
vote as a single  class,  each holder of shares of this Series shall be entitled
to one vote for each such share held of record and, to the extent  permitted  by
applicable  law, (a) each holder of shares of any other series of the  preferred
shares  shall be  entitled  to one vote for each $100 of the  liquidation  price
(without regard to accrued dividends) in respect of the involuntary liquidation,
dissolution  or winding up of the  Corporation  of the shares of such series for
each such  share  held of  record  and (b) in the case of any such  shares  such
liquidation  price of which  shall not be an  integral  multiple  of $100,  each
holder thereof shall be entitled to a vote in respect of each such share so held
equal to the result obtained by multiplying one by a fraction,  the numerator of
which is a number equal to the number of dollars  constituting  such liquidation
price of such share and the denominator of which is 100.

E.       LIQUIDATION RIGHTS

         Before any  distribution may be made to the holders of the common stock
of the Corporation  upon any  liquidation,  the holders of shares of this Series
will be entitled to receive $100 per share plus an amount equal to the dividends
accrued and unpaid thereon, whether or not earned or declared.

         If upon any dissolution,  liquidation or winding up of the Corporation,
the assets available for  distribution  shall be insufficient to pay the holders
of all shares of this Series then  outstanding (and the holders of all shares of
preferred stock of any other series then outstanding and ranking senior to or on
a parity with the shares of this Series upon dissolution, liquidation or winding
up) the full amounts to which they respectively  shall be entitled,  the holders
of shares of this Series (and the  holders of shares of  preferred  stock of any
other series  ranking on a parity) shall share ratably in such  distribution  of
assets in accordance with the amounts which would be payable if all such amounts
were paid in full.

         Neither the  consolidation  nor merger of the Corporation  with or into
any other  corporation  nor any sale,  lease or conveyance of all or any part of
the  property  or  business  of  the  Corporation,  shall  be  deemed  to  be  a
dissolution,  liquidation or winding up of the Corporation within the meaning of
this Paragraph E.

     (3) $15.00 Cumulative Preferred Stock, Series D (Par Value $5.00 Per Share)

         RESOLVED,  that  60,000  shares  of  the  total  authorized  amount  of
6,000,000  shares of preferred stock be issued in and constitute a single series
designated "$15 Cumulative Preferred Stock, Series D" (the "Series"). Each share
of the Series  shall be issued for a  consideration  of $100.00 and shall have a
par value of $5.00. Of the  consideration for each share, the par value of $5.00
shall be capital  of the  Corporation.  The shares of the Series  shall have the
voting powers, designations,  preferences and relative, participating,  optional
or other special rights, and qualifications, limitations or restrictions thereof
hereinafter set forth:

A.       DIVIDEND RIGHTS

         Out of the assets of the Corporation which are by law available for the
payment of dividends,  the holders of shares of this Series shall be entitled to
receive,  as and when  declared  by the  Board  of  Directors,  cumulative  cash
dividends,  at, but not exceeding,  the rate of $15 per share per annum, payable
quarterly on the first days of May, August,  November and February of each year,
accruing  from the date of issuance or from such other date as may be  specified
by the Board of Directors. Each dividend payment shall be made to the holders of
shares of this  Series of record on the  date,  not  exceeding  sixty  (60) days
preceding  the date for such  payment,  fixed  for the  purpose  by the Board of
Directors in advance of such payment. The holders of shares of this Series shall
be entitled to no other dividends. Any dividend declared in any quarterly period
shall be deemed to have been  declared  with  respect  in the  quarterly  period
ending immediately prior to the day upon which such dividend is payable.

         So long as any shares of this Series are outstanding, unless:

                  (i) in  case  of a  dividend  declaration,  such  dividend  is
         payable  not more than  sixty  (60) days  after the date of record  for
         determining the holders to whom the dividend is to be paid, and

                  (ii) a full cash dividend on the shares of this Series for all
         past  quarterly  dividend  periods and for the quarterly  period during
         which  such   declaration,   distribution,   purchase,   redemption  or
         acquisition  occurs,  shall  have  been  paid  or  declared,  and a sum
         sufficient for the payment thereof set apart,

no  dividends  shall be declared,  and no  distribution  made,  on any shares of
common  stock  (other than in shares of common  stock),  nor shall any shares of
common  stock be  purchased,  redeemed or  otherwise  acquired  for value by the
Corporation  or any  subsidiary,  and no  dividends  shall be  declared,  and no
distribution  made,  on any shares of any other  series of or class of preferred
stock unless  proportionate  dividends are paid on all series of parity  ranking
preferred shares, nor shall any shares of any other series or class of preferred
stock be purchased,  redeemed or otherwise acquired for value by the Corporation
or any subsidiary  unless all such preferred  shares are redeemed or an offer to
purchase is made to all holders of such preferred shares on substantially  equal
terms.

         Provided,   however,  that,  notwithstanding  the  foregoing,  (i)  the
Corporation may make any required sinking fund redemption  (including delinquent
accrued  dividends)  on this or any other series or class of preferred  stock if
the  number of  shares  of such  series  or class of  preferred  stock  being so
redeemed bears (as nearly as practicable) the same ratio to the aggregate number
of  shares of such  series or class  then due to be  redeemed  as the  number of
shares of this Series being redeemed bears to the aggregate  number of shares of
this Series then due to be redeemed and (ii) the  foregoing  restrictions  shall
not apply to the  acquisition  of any stock solely in exchange for or solely out
of the proceeds of sale of stock.

B.       REDEMPTION AND SINKING FUND

         Mandatory  Redemption  (Sinking  Fund).  Shares of this Series shall be
subject to redemption through the operation of a sinking fund (herein called the
"Sinking Fund") at the redemption price (the "Sinking Fund Redemption Price") of
$100 per share plus an amount equal to the dividends  accrued and unpaid thereon
to the redemption date,  whether or not earned or declared.  For the purposes of
the Sinking Fund, out of any funds of the Corporation legally available therefor
remaining  after  full  cumulative  dividends  upon all  series  and  classes of
preferred  stock  then  outstanding  to  the  end of the  dividend  period  next
preceding  the date  fixed for such  redemption  (and for the  current  dividend
period if the date fixed for such  redemption is a dividend  payment date) shall
have been  declared  and shall have been paid or set apart for  payment,  as and
when  directed by the Board of  Directors,  the  Corporation  shall set aside in
cash, annually on February 1 commencing February 1, 1993, and ending February 1,
2002, an amount  sufficient to redeem, at the Sinking Fund Redemption Price, ten
percent  (10%) of the shares of this  Series.  In the event such amounts are not
set aside, the holders of shares of this Series shall have such exclusive rights
and remedies as are set forth herein.

         The Sinking Fund shall be  cumulative so that if on any such February 1
the funds of the Corporation legally available therefor shall be insufficient to
permit any such amount to be set aside in full,  or if for any other reason such
amount shall not have been set aside in full, the amount of the deficiency shall
be set aside,  but without  interest,  before any cash dividend shall be paid or
declared,  or any  distribution  made, on any junior shares or before any junior
shares  or any  shares  of  preferred  stock  shall be  purchased,  redeemed  or
otherwise  acquired by the  Corporation,  or any moneys  shall be paid to or set
aside or made available for a sinking fund for the purchase or redemption of any
junior  shares or any  shares  or  parity  ranking  preferred  stock;  provided,
however,  that,  notwithstanding  the  existence  of any  such  deficiency,  the
Corporation may make any required sinking fund redemption on any other series or
class of  preferred  stock if the number of shares of such other series or class
of preferred stock being so redeemed bears (as nearly as  practicable)  the same
ratio to the  aggregate  number of shares of such other series or class then due
to be redeemed as the number of shares of this Series  being  redeemed  bears to
the aggregate number of shares of this Series then due to be redeemed.

         Moneys in the Sinking  Fund shall be applied on such  February 1 to the
redemption of shares of this Series.  The Corporation  shall, prior to each such
Sinking Fund redemption, give notice of redemption as hereinafter provided.

         In addition,  the Corporation  shall have the right, at its option,  to
redeem at the Sinking  Fund  Redemption  Price on  February 1, 1993,  and on any
February 1 thereafter,  an  additional  number of shares of this Series equal to
the number of shares of this Series equal to the number it is required to redeem
on such date. This right shall not be cumulative from year to year and shall not
in the aggregate exceed 25% of the shares of this issue.

         Optional  Redemption.  Shares of this  Series  may be  redeemed  at the
option of the Corporation, in whole or in part, on any date on or after February
1, 1992 upon at least thirty (30) days' notice as hereinafter  provided,  out of
any funds of the Corporation  legally  available  therefor  remaining after full
cumulative  dividends  upon all  series  and  classes  of  preferred  stock then
outstanding to the end of the dividend  period next preceding the date fixed for
such redemption (and for the current  dividend period if the date fixed for such
redemption  is a dividend  payment date) shall have been declared and shall have
been paid or set aside for payment at $105 per share plus an amount equal to the
dividends  accrued and unpaid to the date fixed for  redemption,  whether or not
earned or declared,  the total sum so payable  being  herein  referred to as the
"Redemption Price."

         Special Redemption. If the situation arises under which the Corporation
is required  to attain  approval  of a  specified  percentage  of the holders of
shares of this Series to effect a merger,  consolidation or sale of assets,  and
such approval is denied,  then the Corporation  shall have the special option of
redeeming  shares of this Series as an entirety at the Sinking  Fund  Redemption
Price.
         Repurchases. So long as the Corporation has paid, or made provision for
all dividends  previously  accrued on shares of this Series,  it may  repurchase
shares of this Series on a negotiated basis, provided no redemption of shares of
this Series (other than as required by the Mandatory  Redemption  (Sinking Fund)
section of this  Paragraph B) nor any other purchase or acquisition of shares of
this Series by the Corporation  shall  constitute a redemption of such shares in
lieu  of  or  as a  credit  against  the  Mandatory  Redemption  (Sinking  Fund)
requirements of this Paragraph B.

         Notice  and  Payment.  Notice  of  every  redemption  shall  be sent by
certified mail, return receipt requested, to the holders of record of the shares
of this Series so to be  redeemed,  at their  respective  addresses  as the same
shall  appear on the records of the  Corporation,  or as given by such holder to
the Corporation  for the purpose of notice,  or if no such address appears or is
so given, at the place where the principal office of the Corporation is located.
Such  notice  shall be mailed at least  thirty (30) but not more than sixty (60)
days in  advance  of the date  fixed for such  redemption.  Each such  notice of
redemption  shall state how many, if not all, of the shares of the Series are to
be redeemed, the date fixed for redemption,  the Redemption Price and/or Sinking
Fund  Redemption  Price and the manner  and place of payment of such  Redemption
Price and/or Sinking Fund Redemption Price.

         Any  notice  which is mailed in the  manner  herein  provided  shall be
conclusively  presumed  to have  been  duly  given,  whether  or not the  holder
receives the notice.  In any case,  failure to duly give notice by mail,  or any
defect in notice, to the holder of any share designated for redemption shall not
affect the validity of the proceedings for the redemption of any other share.

         In the case of the  redemption  of a part  only of the  shares  of this
Series at the time  outstanding,  the Corporation shall select pro rata, in such
reasonable  manner as the Board of  Directors  may  determine,  the shares to be
redeemed. The Board of Directors shall have full power and authority, subject to
the  limitations  and provisions  herein  contained,  to prescribe the manner in
which and the terms and  conditions  upon which shares of this Series shall from
time to time be redeemable. On and after the date specified in such notice, each
holder of the shares of this Series called for  redemption  as  aforesaid,  upon
presentation  and  surrender  at the place  designated  in such  notice of other
certificate  or  certificates  for shares of this Series  held by him,  properly
endorsed  in  blank  for  transfer  or  accompanied  by  proper  instruments  of
assignment in blank (if required by the  Corporation)  and bearing all necessary
stock  transfer tax stamps  thereto  affixed and canceled,  shall be entitled to
receive therefor the redemption price thereof.

         From and after the date of redemption  specified in such notice (unless
default shall be made by the Corporation in providing  moneys for the payment of
the  redemption  price) all  dividends  upon shares of this Series so called for
redemption  shall cease to accrue and, from and after said date (unless  default
shall be made by the  Company  as  aforesaid)  or, if the  Corporation  shall so
elect,  from and after the date  specified  therefor in the notice of redemption
(prior to the date of redemption so  specified) on which the  Corporation  shall
provide the moneys for the payment of the  redemption  price by  depositing  the
amount  thereof in trust for such  purpose  with a bank or trust  company  doing
business in the Commonwealth of Kentucky, and having a capital and surplus of at
least $10,000,000,  all rights of the holders of shares of this Series so called
for redemption as stockholders of the  Corporation,  excepting only the right to
receive the  redemption  price of such shares on and after the  redemption  date
without interest thereon, shall cease and determine.

         In case any holders of shares of this  Series so called for  redemption
shall not, within six years after such deposit, claim the amounts deposited with
respect to the redemption  thereof,  any such bank or trust company shall,  upon
demand,  pay over to the Corporation  such unclaimed  amounts and thereupon such
bank or trust company shall be relieved of all responsibility in respect thereof
to such holders.

C.       CONVERSION  RIGHTS

         The  holders  of  shares  of this  Series  shall  not have the right to
convert  such  shares  into,  or exchange  such shares for,  shares of any other
class, or of any other series of the same class, of the Corporation

D.       VOTING RIGHTS

         Except as otherwise  required by law,  holders of shares of this Series
shall  have no voting  rights  nor be  entitled  to  notice of or to attend  any
meetings of stockholders; provided, however, that:

         Defaults.  (a) If and whenever accrued  dividends on the shares of this
Series or any preferred shares of any other series ranking on a parity shall not
have  been  paid  in  an   aggregate   amount  equal  to  or  greater  than  six
quarter-annual  dividends  on the shares of this Series or such other  preferred
shares at the time  outstanding or if and whenever any mandatory  redemptions of
shares of this  Series or any other  preferred  shares at the time  ranking on a
parity  with this Series  have not been made (each such  series  being,  in this
Paragraph  D, called a "series in  arrears")  then,  and in any such event,  the
number of  Directors  then  constituting  the entire  Board of  Directors of the
Corporation shall automatically be increased by two Directors and the holders of
the shares of all series in arrears, voting together as a single class, shall be
entitled  to fill such  newly  created  directorships.  Such  right to vote as a
single  class to elect two  Directors  shall,  when vested,  continue  until all
dividends  in  default on the shares of this  Series,  and such other  preferred
shares,  as the case may be,  shall  have been  paid in full and all  delinquent
mandatory  redemptions of shares of this Series and such other preferred shares,
as the case may be,  have been made and,  when so done,  such right to elect two
Directors  separately  as a class  shall  cease,  subject,  always,  to the same
provisions for the vesting of such right to elect two Directors  separately as a
class in the case of future  defaults.  At any time when such right to elect two
Directors  separately as a class shall have so vested the  Corporation  may, and
upon the  written  request  of the  holders  of record  of not less than  twenty
percent  (20%) of the  total  number of shares  of all  series in  arrears  then
outstanding  shall, call a special meeting of the holders of such shares to fill
such newly created  directorships for the election of Directors.  In the case of
such written request, such special meeting shall be held within ninety (90) days
after the delivery of such  request  and, in either case,  at the place and upon
the notice provided by law and in the By-Laws of the Corporation,  provided that
the  Corporation  shall not be required  to call such a special  meeting if such
request is  received  less than one  hundred  twenty  (120) days before the date
fixed for the next ensuing annual meeting of shareholders of the Corporation, at
which meeting such newly created directorships shall be filled by the holders of
the shares of each series in arrears, voting together as a single class.

         (b) So long as any shares of this Series are  outstanding,  the By-Laws
of the Corporation shall at all times be such that the exercise,  by the holders
of shares of this Series (or any other  series) of the right to elect  Directors
under the circumstances provided for in this Paragraph D will not contravene any
provision  of  the  Certificate  of  Incorporation  restricting  the  number  of
Directors which may constitute the entire Board of Directors of the Corporation.

         (c) Directors  elected  pursuant to this  Paragraph D shall serve until
the  earlier  of  (i)  the  next  annual  meeting  of  the  shareholders  of the
Corporation  and the  election  (by the  holders of the shares of each series in
arrears)  and  qualification  of their  respective  successors  of (ii) the next
annual meeting of the  shareholders of the  Corporation  following the date upon
which all  dividends  in default on the shares of each  series in arrears  shall
have been paid in full and any default in mandatory  redemption  shall have been
cured. If, prior to the end of the term of any Director elected as aforesaid,  a
vacancy in the office of such  Director  shall occur during the  continuance  of
such a default by reason of death,  resignation,  or  disability,  such  vacancy
shall be filled for the unexpired term by appointment by the remaining  Director
elected as aforesaid of a new  Director  for the  unexpired  term of such former
Director.

         Miscellaneous.  Without the affirmative vote of the holders of at least
two-thirds of the outstanding preferred shares, voting as a single class (or, if
less than all of the outstanding  series of preferred  shares would be adversely
affected  thereby,  without  the  affirmative  vote  of the  holders  of a least
two-thirds of the outstanding shares of each such series so affected,  voting as
a separate class), the Corporation may not

         (a) amend the Certificate of  Incorporation  so as to adversely  affect
the  voting  powers  (except  as  such  voting  powers  may be  affected  by the
authorization  of any additional  preferred shares having the same voting rights
as the outstanding  preferred shares or by the authorization of any other shares
of any class having  voting  rights which are not entitled to vote together with
the preferred shares in any separate class vote of the preferred shares), rights
or preferences of the preferred shares or such series;

     (b)  authorize or create any class of stock ranking prior to shares of this
Series;

         (c) issue any  additional  preferred  shares  ranking on a parity  with
shares of this Series  unless,  after  giving  effect to such  issuance  and the
application of the proceeds thereof,  net income (excluding  nonrecurring items)
of the Corporation for any period of twelve (12)  consecutive  months during the
eighteen (18) months  immediately  preceding the date of such issuance  would be
equal to not less than 200% of the annual  dividend  requirements  of all shares
(outstanding  and pro forma)  ranking prior to or on a parity with the shares of
this Series with respect to dividends;

         (d) effect any merger or  consolidation  unless the  Corporation is the
survivor or the surviving  corporation is organized under the laws of a state of
the United States and it issues new  preferred  shares in exchange for shares of
this Series with terms at least as  favorable  as provided  herein for shares of
this Series; or

     (e) effect a sale of substantially all of the assets of the Corporation.

         Voting.  Whenever  the holder of the  preferred  shares are entitled to
vote as a single  class,  each holder of shares of this Series shall be entitled
to one vote for such  share  held of record  and,  to the  extent  permitted  by
applicable  law, (a) each holder of shares of any other series of the  preferred
shares  shall be  entitled  to one vote for each $100 of the  liquidation  price
(without regard to accrued dividends) in respect of the involuntary liquidation,
dissolution  or winding up of the  Corporation  of the shares of such series for
each such  share  held of  record  and (b) in the case of any such  shares  such
liquidation  price of which  shall not be an  integral  multiple  of $100,  each
holder thereof shall be entitled to a vote in respect of each such share so held
equal to the result obtained by multiplying one by a fraction,  the numerator of
which is a number equal to the number of dollars  constituting  such liquidation
price of such share and the denominator of which is 100.

E.       LIQUIDATION RIGHTS

         Before any  distribution may be made to the holders of the common stock
of the Corporation  upon any  liquidation,  the holders of shares of this Series
will be entitled to receive $100 per share plus an amount equal to the dividends
accrued and unpaid thereon, whether or note earned or declared.

         If upon any dissolution,  liquidation or winding up of the Corporation,
the assets available for  distribution  shall be insufficient to pay the holders
of all shares of this Series then  outstanding (and the holders of all shares of
preferred stock of any other series then outstanding and ranking senior to or on
a parity with the shares of this Series upon dissolution, liquidation or winding
up) and full amounts to which they respectively  shall be entitled,  the holders
of shares of this Series (and the  holders of shares of  preferred  stock of any
other series  ranking on a parity) shall share ratably in such  distribution  of
assets in accordance with the amounts which would be payable if all such amounts
were paid in full.

         Neither the  consolidation  nor merger of the Corporation  with or into
any other  corporation  nor any sale,  lease or conveyance of all or any part of
the  property  or  business  of  the  Corporation,  shall  be  deemed  to  be  a
dissolution,  liquidation or winding up of the Corporation within the meaning of
this Paragraph E.

     (4) $14.25 Cumulative Preferred Stock, Series E (Par Value $5.00 Per Share)

         RESOLVED,  that  90,000  shares  of  the  total  authorized  amount  of
6,000,000  shares of preferred stock be issued in and constitute a single series
designated "$14.25 Cumulative  Preferred Stock,  Series E" (the "Series").  Each
share of the Series  shall be issued for a  consideration  of $100.00  and shall
have a par value of $5.00. Of the consideration for each share, the par value of
$5.00 shall be capital of the  Corporation.  The shares of the Series shall have
the  voting  powers,  designations,  preferences  and  relative,  participating,
optional  or  other  special   rights,   and   qualifications,   limitations  or
restrictions thereof hereinafter set forth:

A.       DIVIDEND RIGHTS

         Out of the assets of the Corporation which are by law available for the
payments of dividends, the holders of shares of this Series shall be entitled to
receive,  as and when  declared  by the  Board  of  Directors,  cumulative  cash
dividends,  at,  but not  exceeding,  the rate of $14.25  per  share per  annum,
payable  quarterly  on the first days of May,  August,  November and February of
each year,  accruing from the date of issuance or from such other date as may be
specified by the Board of Directors.  Each dividend payment shall be made to the
holders of shares of the Series of record on the date, not exceeding  sixty (60)
days preceding the date for such payment,  fixed for the purpose of the Board of
Directors in advance of such payment. The holders of shares of this Series shall
be entitled to no other dividends. Any dividend declared in any quarterly period
shall be deemed to have been  declared  with  respect  to the  quarterly  period
ending immediately prior to the day upon which such dividend is payable.

         So long as any shares of this Series are outstanding, unless:

                  (i) in  case  of a  dividend  declaration,  such  dividend  is
         payable  not more than  sixty  (60) days  after the date of record  for
         determining the holders to whom the dividend is to be paid, and

                  (ii) a full cash dividend on the shares of this Series for all
         past  quarterly  dividend  periods and for the quarterly  period during
         which  such   declaration,   distribution,   purchase,   redemption  or
         acquisition  occurs,  shall  have  been  paid  or  declared,  and a sum
         sufficient for the payment thereof set apart,

no  dividends  shall be declared,  and no  distribution  made,  on any shares of
common  stock  (other than in shares of common  stock),  nor shall any shares of
common  stock be  purchased,  redeemed or  otherwise  acquired  for value by the
Corporation  or any  subsidiary,  and no  dividends  shall be  declared,  and no
distribution  made,  on any shares of any other  series of or class of preferred
stock unless  proportionate  dividends are paid on all series of parity  ranking
preferred shares, nor shall any shares of any other series or class of preferred
stock be purchased,  redeemed or otherwise acquired for value by the Corporation
or any subsidiary  unless all such preferred  shares are redeemed or an offer to
purchase is made to all holders of such preferred shares on substantially  equal
terms.

         Provided,   however,  that,  notwithstanding  the  foregoing,  (i)  the
Corporation may make any required sinking fund redemption  (including delinquent
accrued  dividends)  on this or any other series or class of preferred  stock if
the  number of  shares  of such  series  or class of  preferred  stock  being so
redeemed bears (as nearly as practicable) the same ratio to the aggregate number
of  shares of such  series or class  then due to be  redeemed  as the  number of
shares of this Series being redeemed bears to the aggregate  number of shares of
this Series then due to be redeemed and (ii) the  foregoing  restrictions  shall
not apply to the  acquisition  of any stock solely in exchange for or solely out
of the proceeds of sale of stock.

B.       REDEMPTION AND SINKING FUND

         Mandatory  Redemption  (Sinking  Fund).  Shares of this Series shall be
subject to redemption through the operation of a sinking fund (herein called the
"Sinking Fund") at the redemption price (the "Sinking Fund Redemption Price") of
$100 per share plus an amount equal to the dividends  accrued and unpaid thereon
to the redemption date,  whether or not earned or declared.  For the purposes of
the Sinking Fund, out of any funds of the Corporation legally available therefor
remaining  after  full  cumulative  dividends  upon all  series  and  classes of
preferred  stock  then  outstanding  to  the  end of the  dividend  period  next
preceding  the date  fixed for such  redemption  (and for the  current  dividend
period if the date fixed for such  redemption  is a divided  payment date) shall
have been  declared  and shall have been paid or set apart for  payment,  as and
when  directed by the Board of  Directors,  the  Corporation  shall set aside in
cash,  annually  on May 1  commencing  May 1, 1993,  and ending May 1, 2002,  an
amount  sufficient to redeem,  at the Sinking Fund Redemption Price, ten percent
(10%) of the shares of this Series. In the event such amounts are not set aside,
the  holders  of shares of this  Series  shall  have such  exclusive  rights and
remedies as are set forth herein.

         The Sinking Fund shall be  cumulative  so that if on any such May 1 the
funds of the  Corporation  legally  available  therefor shall be insufficient to
permit any such amount to be set aside in full,  or if for any other reason such
amount shall not have been set aside in full, the amount of the deficiency shall
be set aside,  but without  interest,  before any cash dividend shall be paid or
declared,  or any  distribution  made, on any junior shares or before any junior
shares  or any  shares  of  preferred  stock  shall be  purchased,  redeemed  or
otherwise  acquired by the  Corporation,  or any moneys  shall be paid to or set
aside or made available for a sinking fund for the purchase or redemption of any
junior  shares or any  shares  or  parity  ranking  preferred  stock;  provided,
however,  that,  notwithstanding  the  existence  of any  such  deficiency,  the
Corporation may make any required sinking fund redemption on any other series or
class of  preferred  stock if the number of shares such other series or class of
preferred  stock being so  redeemed  bears (as nearly as  practicable)  the same
ratio to the  aggregate  number of shares of such other series or class then due
to be  redeemed  as the number of shares of this  Series  being  redeemed to the
aggregate number of shares of this Series then due to be redeemed.

         Moneys in the  Sinking  Fund shall be applied on each or any such May 1
to the redemption of shares of this Series. The Corporation shall, prior to each
such Sinking Fund redemption, give notice to redemption as hereinafter provided.

         In addition,  the Corporation  shall have the right, at its option,  to
redeem  at the  Sinking  Fund  Redemption  Price  on May 1,  1993,  and on May 1
thereafter, an additional number of shares of this Series equal to the number it
is required to redeem on such date. This right shall not be cumulative from year
to year and shall not in the aggregate exceed 25% of the shares of this issue.

         Optional  Redemption.  Shares of this  Series  may be  redeemed  at the
option of the  Corporation,  in whole or in part, on any date on or after May 1,
1992 upon at least thirty (30) days' notice as hereinafter provided,  out of any
funds  of the  Corporation  legally  available  therefor  remaining  after  full
cumulative  dividends  upon all  series  and  classes  of  preferred  stock then
outstanding to the end of the dividend  period next preceding the date fixed for
such  redemption  (and  for the  current  dividend  period  if the date for such
redemption  is a dividend  payment date) shall have been declared and shall have
been paid or set aside for  payment at $105 per share  plus and amount  equal to
the dividends  accrued and unpaid to the date fixed for  redemption,  whether of
not  earned  or  declared,  the  total  sum so  payable  being  herein to as the
"Redemption Price."

         Special Redemption. If the situation arises under which the Corporation
is required  to attain  approval  of a  specified  percentage  of the holders of
shares of this Series to effect a merger, consolidation or sale assets, and such
approval  is  denied,  then the  Corporation  shall have the  special  option of
redeeming  shares of this Series as an entirety at the Sinking  Fund  Redemption
Price.

         Repurchases. So long as the Corporation has paid, or made provision for
all dividends  previously  accrued on shares of this Series,  it may  repurchase
shares of this Series on a negotiated basis, provided no redemption of shares of
this Series (other than as required by the Mandatory  Redemption  (Sinking Fund)
section of this  Paragraph B) nor any other purchase or acquisition of shares of
this Series by the Corporation  shall  constitute a redemption of such shares in
lieu  of  or  as a  credit  against  the  Mandatory  Redemption  (Sinking  Fund)
requirements of the Paragraph B.

         Notice  and  Payment.  Notice  of  every  redemption  shall  be sent by
certified mail, return receipt requested, to the holders of record of the shares
of this Series so to be  redeemed,  at their  respective  addresses  as the same
shall  appear on the records of the  Corporation,  or as given by such holder to
the Corporation  for the purpose of notice,  or if no such address appears or is
so given, at the place where the principal office of the Corporation is located.
Such  notice  shall be mailed at least  thirty (30) but not more than sixty (60)
days in  advance  of the date  fixed for such  redemption.  Each such  notice of
redemption  shall state how many, if not all, of the shares of the Series are to
be redeemed, the date fixed for redemption,  the Redemption Price and/or Sinking
Fund  Redemption  Price and the manner  and place of payment of such  Redemption
Price and/or Sinking Fund Redemption Price.

         Any  notice  which is mailed in the  manner  herein  provided  shall be
conclusively  presumed  to have  been  duly  given,  whether  or not the  holder
receives the notice.  In any case,  failure to duly give notice by mail,  or any
defect in notice, to the holder of any share designated for redemption shall not
affect the validity of the proceedings for the redemption of any other share.

         In the case of the  redemption  of a part  only of the  shares  of this
Series at the time  outstanding,  the Corporation shall select pro rata, in such
reasonable  manner as the Board of  Directors  may  determine,  the shares to be
redeemed. The Board of Directors shall have full power and authority, subject to
the  limitations  and provisions  herein  contained,  to prescribe the manner in
which and the terms and  conditions  upon which shares of this Series shall from
time to time be redeemable. On and after the date specified in such notice, each
holder of the shares of this Series called for  redemption  as  aforesaid,  upon
presentation  and  surrender  at the  place  designated  in such  notice  of the
certificate  or  certificates  for shares of this Series  held by him,  properly
endorsed  in  blank  for  transfer  or  accompanied  by  proper  instruments  of
assignment in blank (if required by the  Corporation)  and bearing all necessary
stock  transfer tax stamps  thereto  affixed and canceled,  shall be entitled to
receive therefor the redemption price thereof.

         From and after the date of redemption  specified in such notice (unless
default shall be made by the Corporation in providing  moneys for the payment of
the  redemption  price)  all  dividends  upon  shares  of this  Series so called
redemption  shall cease to accrue and, from and after said date (unless  default
shall be made by the  Company  as  aforesaid)  or, if the  Corporation  shall so
elect,  from and after the date  specified  therefor in the notice of redemption
(prior to the date of redemption to  specified) on which the  Corporation  shall
provide the moneys for the payment of the  redemption  price by  depositing  the
amount  thereof in trust for such  purpose  with a bank or trust  company  doing
business in the  Commonwealth of Kentucky,  and having capital and surplus of at
least $10,000,000,  all rights of the holders of shares of this Series so called
for redemption as stockholders of the  Corporation,  excepting only the right to
receive the  redemption  price of such shares on and after the  redemption  date
without interest thereon, shall cease and determine.

         In case any holders of shares of this  Series so called for  redemption
shall not, within six years after such deposit, claim the amounts deposited with
respect to the redemption  thereof,  any such bank or trust company shall,  upon
demand,  pay over the Corporation such unclaimed amounts and thereupon such bank
or trust company shall be relieved of all  responsibility  in respect thereof to
such holders.

C.       CONVERSION RIGHTS

         The  holders  of  shares  of this  Series  shall  not have the right to
convert  such  shares  into,  or exchange  such shares for,  shares of any other
class, or of any other series of the same class, of the Corporation.

D.       VOTING RIGHTS

         Except as otherwise  required by law,  holders of shares of this Series
shall  have no voting  rights  nor be  entitled  to  notice of or to attend  any
meetings of stockholders; provided, however, that:

         Defaults.  (a) If and whenever accrued  dividends on the shares of this
Series or any  preferred of any other series  ranking on a parity shall not have
been paid in an aggregate  amount  equal to or greater  than six  quarter-annual
dividends  on the shares of this  Series or such other  preferred  shares at the
time outstanding or if and whenever any mandatory  redemptions of shares of this
Series or any other  preferred  shares at the time ranking on a parity with this
Series have not been made (each such series being, in this Paragraph D, called a
"series in arrears")  then, and in any such event,  the number of Directors then
constituting   the  entire  Board  of  Directors   of  the   Corporation   shall
automatically be increased by two Directors and the holders of the shares of all
series in arrears,  voting together as a single class, shall be entitled to fill
such newly created directorships.  Such right to vote as a single class to elect
two Directors shall, when vested, continue until all dividends in default on the
shares of this  Series,  and such other  preferred  shares,  as the case may be,
shall have been paid in full and all delinquent mandatory  redemptions of shares
of this Series and such other  preferred  shares,  as the case may be, have been
made and, when so done, such right to elect two Directors  separately as a class
shall cease,  subject,  always,  to the same  provisions for the vesting of such
right to  elect  two  Directors  separately  as a class  in the  case of  future
defaults.  At any time when such right to elect two  Directors  separately  as a
class shall have so vested the Corporation  may, and upon the written request of
the holders of record of not less than twenty  percent (20%) of the total number
of shares of all  series  in  arrears  then  outstanding  shall,  call a special
meeting of the holders of such shares to fill such newly  created  directorships
for the  election  of  Directors.  In the case of such a written  request,  such
special meeting shall be held within ninety (90) days after the delivery of such
request  and, in either case,  at the place and upon the notice  provided by law
and in the By-Laws of the Corporation,  provided that the Corporation  shall not
be required to call such a special meeting if such request is received less than
one hundred  twenty (120) days before the date fixed for the next ensuing annual
meeting of shareholders of the Corporation,  at which meeting such newly created
directorships  shall be filled by the  holders of the  shares of each  series in
arrears, voting together as a single class.

         (b) So long as any shares of this Series are  outstanding,  the By-Laws
of the Corporation shall at all times be such that the exercise,  by the holders
of shares of this Series (or any other  series) of the right to elect  Directors
under the circumstances provided for in this Paragraph D will not contravene any
provision  of  the  Certificate  of  Incorporation  restricting  the  number  of
Directors which may constitute the entire Board of Directors of the Corporation.

         (c) Directors  elected  pursuant to this  Paragraph D shall serve until
the  earlier  of  (i)  the  next  annual  meeting  of  the  shareholders  of the
Corporation  and the  election  (by the  holders of the shares of each series in
arrears)  and  qualification  of their  respective  successors  or (ii) the next
annual meeting of the  shareholders of the  Corporation  following the date upon
which all  dividends  in default on the shares of each  series in arrears  shall
have been paid in full and any default in mandatory  redemption  shall have been
cured. If, prior to the end of the term of any Director elected as aforesaid,  a
vacancy in the office of such  Director  shall occur during the  continuance  of
such a default by reason of death,  resignation,  or  disability,  such  vacancy
shall be filled for the unexpired term by appointment by the remaining  Director
elected as aforesaid of a new  Director  for the  unexpired  term of such former
Director.

         Miscellaneous.  Without the affirmative vote of the holders of at least
two-thirds of the outstanding preferred shares, voting as a single class (or, if
less than all of the outstanding  series of preferred  shares would be adversely
affected  thereby,  without  the  affirmative  vote of the  holders  of at least
two-thirds of the outstanding shares of each such series so affected,  voting as
a separate class), the Corporation may not

         (a) amend the Certificate of  Incorporation  so as to adversely  affect
the  voting  powers  (except  as  such  voting  powers  may be  affected  by the
authorization  of any additional  preferred shares having the same voting rights
as the outstanding  preferred shares or by the authorization of any other shares
of any class having  voting  rights which are not entitled to vote together with
the preferred shares in any separate class vote of the preferred shares), rights
or preferences of the preferred shares or such series;

     (b)  authorize or create any class of stock ranking prior to shares of this
Series;

         (c) issue any  additional  preferred  shares  ranking on a parity  with
shares of this Series  unless,  after  giving  effect to such  issuance  and the
application of the proceeds thereof,  net income (excluding  nonrecurring items)
of the Corporation for any period of twelve (12)  consecutive  months during the
eighteen (18) months  immediately  preceding the date of such issuance  would be
equal to not less than 200% of the annual  dividend  requirements  of all shares
(outstanding  and pro forma)  ranking prior to or on a parity with the shares of
this Series with respect to dividends;

         (d) effect any merger of  consolidation  unless the  Corporation is the
survivor or the surviving  corporation is organized under the laws of a state of
the United States and it issues new  preferred  shares in exchange for shares of
this Series with terms at least as  favorable  as provided  herein for shares of
this Series; or

         (e)  effect a sale of substantially all the assets of the Corporation.

         Voting.  Whenever  the holder of the  preferred  shares are entitled to
vote as a single  class,  each holder of shares of this Series shall be entitled
to one vote for such  share  held of record  and,  to the  extent  permitted  by
applicable  law, (a) each holder of shares of any other series of the  preferred
shares  shall be  entitled  to one vote for each $100 of the  liquidation  price
(without regard to accrued dividends) in respect to the involuntary liquidation,
dissolution  or winding up of the  Corporation  of the shares of such series for
each such  share  held of  record  and (b) in the case of any such  shares  such
liquidation  price of which  shall not be an  integral  multiple  of $100,  each
holder thereof shall be entitled to a vote in respect of each such share so held
equal to the result obtained by multiplying one by a fraction,  the numerator of
which is a number equal to the number of dollars  constituting  such liquidation
price of such share and the denominator of which is 100.

E.       LIQUIDATION RIGHTS

         Before any  distribution may be made to the holders of the common stock
of the Corporation  upon any  liquidation,  the holders of shares of this Series
will be entitled to receive $100 per share plus an amount equal to the dividends
accrued and unpaid thereon, whether or not earned or declared.

         If upon any dissolution,  liquidation or winding up of the Corporation,
the assets available for  distribution  shall be insufficient to pay the holders
of all shares of this Series then  outstanding (and the holders of all shares of
preferred stock of any other series then outstanding and ranking senior to or on
a parity with the shares of this Series upon dissolution, liquidation or winding
up) the full amounts to which they respectively  shall be entitled,  the holders
of shares of this Series (and the  holders of shares of  preferred  stock of any
other series  ranking on a parity) shall share ratably in such  distribution  of
assets in accordance with the amounts which would be payable if all such amounts
were paid in full.

         Neither the  consolidation  nor merger of the Corporation  with or into
any other  corporation  nor any sale,  lease or conveyance of all or any part of
the property or business of the Corporation,  shall be deemed to be dissolution,
liquidation  or  winding  up of the  Corporation  within  the  meaning  of  this
Paragraph E.

     (5) $12.00  Cumulative  Preferred  Stock,  Series G (Par Value of $5.00 Per
Share)
--------------------------------------------------------------------------

         RESOLVED,  that  78,000  shares  of  the  total  authorized  amount  of
6,000,000  shares of preferred stock be issued in and constitute a single series
designated "$12.00 Cumulative  Preferred Stock,  Series G" (the "Series").  Each
share of the Series  shall be issued for a  consideration  of $100.00  and shall
have a par value of $5.00. Of the consideration for each share, the par value of
$5.00 shall be capital of the  Corporation.  The shares of the Series shall have
the  voting  powers,  designations,  preferences  and  relative,  participating,
optional  or  other  special   rights,   and   qualifications,   limitations  or
restrictions thereof hereinafter set forth:

A.       DIVIDEND RIGHTS

         Out of the assets of the Corporation which are by law available for the
payment of dividends,  the holders of shares of this Series shall be entitled to
receive,  as and when  declared  by the  Board  of  Directors,  cumulative  cash
dividends,  at,  but not  exceeding,  the rate of $12.00  per  share per  annum,
payable  quarterly  on the first days of November,  February,  May and August of
each year,  accruing from the date of issuance or from such other date as may be
specified by the Board of Directors.  Each dividend payment shall be made to the
holders of shares of this Series of record on the date, not exceeding sixty (60)
days preceding the date for such payment,  fixed for the purpose by the Board of
Directors in advance of such payment. The holders of shares of this Series shall
be entitled to no other dividends. Any dividend declared in any quarterly period
shall be deemed to have been  declared  with  respect  to the  quarterly  period
ending immediately prior to the day upon which such dividend is payable.

         So long as any shares of this Series are outstanding, unless:

                  (i) in  case  of a  dividend  declaration,  such  dividend  is
         payable  not more than  sixty  (60) days  after the date of record  for
         determining the holders to whom the dividend is to be paid, and

                  (ii) a full cash dividend on the shares of this Series for all
         past  quarterly  dividend  periods and for the quarterly  period during
         which  such   declaration,   distribution,   purchase,   redemption  or
         acquisition  occurs,  shall  have  been  paid  or  declared,  and a sum
         sufficient for the payment thereof set apart,

no  dividends  shall be declared,  and no  distribution  made,  on any shares of
common  stock  (other than in shares of common  stock),  nor shall any shares of
common  stock be  purchased,  redeemed or  otherwise  acquired  for value by the
Corporation  or any  subsidiary,  and no  dividends  shall be  declared,  and no
distribution  made,  on any shares of any other  series of or class of preferred
stock unless  proportionate  dividends are paid on all series of parity  ranking
preferred shares, nor shall any shares of any other series or class of preferred
stock be purchased,  redeemed or otherwise acquired for value by the Cooperation
or any subsidiary  unless all such preferred  shares are redeemed or an offer to
purchase is made to all holder of such preferred shares on  substantially  equal
terms.

         Provided,   however,  that,  notwithstanding  the  foregoing,  (i)  the
Corporation may make any required sinking fund redemption  (including delinquent
accrued  dividends)  on this or any other series or class of preferred  stock if
the  number of  shares  of such  series  or class of  preferred  stock  being so
redeemed bears (as nearly as practicable) the same ratio to the aggregate number
of  shares of such  series or class  then due to be  redeemed  as the  number of
shares of this Series being redeemed bears to the aggregate  number of shares of
this Series then due to be redeemed,  (ii) the foregoing  restrictions shall not
apply to the  acquisition  of any stock  solely in exchange for or solely out of
the  proceeds of sale of stock,  and (iii) the  Corporation  may declare and pay
dividends on the Corporation's  Adjustable Cumulative Preferred Stock, Series F,
without paying a proportionate dividend on shares of this Series.

B.       REDEMPTION AND SINKING FUND

         Mandatory  Redemption  (Sinking  Fund).  Shares of this Series shall be
subject to redemption through the operation of a sinking fund (herein called the
"Sinking Fund") at the redemption price (the "Sinking Fund Redemption Price") of
$100 per share plus an amount equal to the dividends  accrued and unpaid thereon
to the redemption date,  whether or not earned or declared.  For the purposes of
the Sinking Fund, out of any funds of the Corporation legally available therefor
remaining  after the full  cumulative  dividends  upon all series and classes of
preferred  stock  then  outstanding  to  the  end of the  dividend  period  next
preceding  the date  fixed for such  redemption  (and for the  current  dividend
period if the date fixed for such  redemption is a dividend  payment date) shall
have been  declared  and shall have been paid or set apart for  payment,  as and
when  directed by the Board of  Directors,  the  Corporation  shall set aside in
cash, annually on November 1 commencing November 1, 1993, and ending November 1,
2002, an amount  sufficient to redeem, at the Sinking Fund Redemption Price, ten
percent  (10%) of the shares of this  Series.  In the event such amounts are not
set aside, the holders of shares of this Series shall have such exclusive rights
and remedies as are set forth herein.

         The Sinking Fund shall be  cumulative so that if on any such November 1
the funds of the Corporation legally available therefor shall be insufficient to
permit any such amount to be set aside in full,  or if for any other reason such
amount shall not have been set aside in full, the amount of the deficiency shall
be set aside,  but without  interest,  before any cash dividend shall be paid or
declared,  or any  distribution  made, on any junior shares or before any junior
shares or any shares of preferred stock shall e purchased, redeemed or otherwise
acquired by the Corporation, or any moneys shall be paid to or set aside or made
available for a sinking fund for the purchase or redemption of any junior shares
or any  shares or parity  ranking  preferred  stock;  provided,  however,  that,
notwithstanding  the existence of any such deficiency,  the Corporation may make
any required  sinking fund  redemption on any other series or class of preferred
stock if the number of shares of such other series or class of  preferred  stock
being so  redeemed  bears  (as  nearly  as  practicable)  the same  ratio to the
aggregate number of shares of such other series or class then due to be redeemed
as the number of shares of this Series  being  redeemed  bears to the  aggregate
number of shares of this Series then due to be redeemed.

         Moneys in the Sinking  Fund shall be applied on such  November 1 to the
redemption of shares of this Series.  The Corporation  shall, prior to each such
Sinking Fund redemption, give notice of redemption as hereinafter provided.

         In addition,  the Corporation  shall have the right, at its option,  to
redeem at the Sinking  Fund  Redemption  Price on  November 1, 1993,  and on any
November 1 thereafter,  an  additional  number of shares of this Series equal to
the  number it is  required  to redeem on such  date.  This  right  shall not be
cumulative  from year to year and shall not in the  aggregate  exceed 25% of the
shares of this issue.

         Optional  Redemption.  Shares of this  Series  may be  redeemed  at the
option  of the  Corporation,  in  whole  or in  part,  on any  date on or  after
November,  1992 upon at least thirty (30) days' notice as hereinafter  provided,
out of any funds of the Corporation  legally available  therefor remaining after
full  cumulative  dividends upon all series and classes of preferred  stock then
outstanding to the end of the dividend  period next preceding the date fixed for
such redemption (and for the current  dividend period if the date fixed for such
redemption  is a dividend  payment date) shall have been declared and shall have
been paid or set aside for  payment,  at $105 per share plus an amount  equal to
the dividends  accrued and unpaid to the date fixed for  redemption,  whether or
not earned or declared, the total sum so payable being herein referred to as the
"Redemption Price."

         Special Redemption. If the situation arises under which the Corporation
is required  to attain  approval  of a  specified  percentage  of the holders of
shares of this Series to effect a merger,  consolidation or sale of assets,  and
such approval is denied,  then the Corporation  shall have the special option of
redeeming  shares of this Series as an entirety at the Sinking  Fund  Redemption
Price.

         Repurchases. So long as the Corporation has paid, or made provision for
all dividends  previously  accrued on shares of this Series,  its may repurchase
shares of this Series on a negotiated basis, provided no redemption of shares of
this Series (other than as required by the Mandatory  Redemption  (Sinking Fund)
section of this  Paragraph B) nor any other purchase or acquisition of shares of
this Series by the Corporation  shall  constitute a redemption of such shares in
lieu  of  or  as  credit  against  the  Mandatory   Redemption   (Sinking  Fund)
requirements of this Paragraph B.

         Notice  and  Payment.  Notice  of  every  redemption  shall  be sent by
certified mail, return receipt requested, to the holders of record of the shares
of this Series so to be  redeemed,  at their  respective  addresses  as the same
shall  appear on the records of the  Corporation,  or as given by such holder to
the Corporation  for the purpose of notice,  or if no such address appears or is
so given, at the place where the principal office of the Corporation is located.
Such  notice  shall be mailed at least  thirty (30) but not more than sixty (60)
days in  advance  of the date  fixed for such  redemption.  Each such  notice of
redemption  shall state how many, if not all, of the shares of the Series are to
be redeemed, the date fixed for redemption,  the Redemption Price and/or Sinking
Fund  Redemption  Price and the manner  and place of payment of such  Redemption
Price and/or Sinking Fund Redemption Price.

         Any  notice  which is mailed in the  manner  herein  provided  shall be
conclusively  presumed  to have  been  duly  given,  whether  or not the  holder
receives the notice.  In any case,  failure duly to give notice by mail,  or any
defect in notice, to the holder of any share designated for redemption shall not
affect the validity of the proceedings for the redemption of any other shares.

         In the case of the  redemption  of a part  only of the  shares  of this
Series at the time  outstanding,  the Corporation shall select pro rata, in such
reasonable  manner as the Board of  Directors  may  determine,  the shares to be
redeemed. The Board of Directors shall have full power and authority, subject to
the  limitations  and provisions  herein  contained,  to prescribe the manner in
which and the terms and  conditions  upon which shares of this Series shall from
time to time be redeemable. On and after the date specified in such notice, each
holder of the shares of this Series called for  redemption  as  aforesaid,  upon
presentation  and  surrender  at the  place  designated  in such  notice  of the
certificate  or  certificates  for shares of this Series  held by him,  properly
endorsed  in  blank  for  transfer  or  accompanies  by  proper  instruments  of
assignment in blank (if required by the  Corporation)  and bearing all necessary
stock  transfer tax stamps  thereto  affixed and canceled,  shall be entitled to
receive therefor the redemption price thereof.

         From and after the date of redemption  specified in such notice (unless
default shall be made by the Corporation in providing  moneys for the payment of
the  redemption  price) all  dividends  upon shares of this Series so called for
redemption  shall cease to accrue and, from and after said date (unless  default
shall be made by the  Company  as  aforesaid)  or, if the  Corporation  shall so
elect,  from and after the date  specified  therefor in the notice of redemption
(prior to the date of  redemption  so specified on which the  Corporation  shall
provide the moneys for the payment of the  redemption  price by  depositing  the
amount  thereof in trust for such  purpose  with a bank or trust  company  doing
business in the Commonwealth of Kentucky, and having a capital and surplus of at
least $10,000,000,  all rights of the holders of shares of this Series so called
for redemption as stockholder  of the  Corporation,  excepting only the right to
receive the  redemption  price of such shares on and after the  redemption  date
without interest thereon, shall cease and determine.

         In case any holders of shares of this  Series so called for  redemption
shall not, within six years after such deposit, claim the amounts deposited with
respect to the redemption  thereof,  any such bank or trust company shall,  upon
demand,  pay over to the Corporation  such unclaimed  amounts and thereupon such
bank or trust company shall be relieved of all responsibility in respect thereof
to such holders.


C.       CONVERSION RIGHTS

         The  holders  of  shares  of this  Series  shall  not have the right to
convert  such  shares  into,  or exchange  such shares for,  shares of any other
class, or of any other series of the same class, of the Corporation.

D.       VOTING RIGHTS

         Except as otherwise  required by law,  holders of shares of this Series
shall  have no voting  rights  nor be  entitled  to  notice of or to attend  any
meetings of stockholders; provided, however, that:

         Defaults.  (a) If and whenever accrued  dividends on the shares of this
Series or any preferred shares of any other series ranking on a parity shall not
have  been  paid  in  an   aggregate   amount  equal  to  or  greater  than  six
quarter-annual  dividends  on the shares of this Series or such other  preferred
shares at the time  outstanding or if and whenever any mandatory  redemptions of
shares of this  Series or any other  preferred  shares at the time  ranking on a
parity  with this Series  have not been made (each such  series  being,  in this
Paragraph D, called as "series in arrears"),  then,  and in any such event,  the
number of  Directors  then  constituting  the entire  Board of  Directors of the
Corporation shall automatically be increased by two Directors and the holders of
the shares of all series in arrears, voting together as a single class, shall be
entitled  to fill such  newly  created  directorships.  Such  right to vote as a
single  class to elect two  Directors  shall,  when vested,  continue  until all
dividends  in  default on the shares of this  Series,  and such other  preferred
shares,  as the case may be,  shall  have been  paid in full and all  delinquent
mandatory  redemption of shares of this Series and such other preferred  shares,
as the case may be,  have been made and,  when so done,  such right to elect two
Directors  separately  as a class  shall  cease,  subject,  always  to the  same
provisions for the vesting of such right to elect two Directors  separately as a
class in the case of future  defaults.  At any time when such right to elect who
Directors  separately as a class shall have so vested the  Corporation  may, and
upon the  written  request  of the  holders  of record  of not less than  twenty
percent  (20%) of the  total  number of shares  of all  series in  arrears  then
outstanding  shall, call a special meeting of the holders of such shares to fill
such newly created  directorships for the election of Directors.  In the case of
such a written  request,  such special  meeting shall be held within ninety (90)
days after the delivery of such  request  and, in either case,  at the place and
upon the notice provided by law and in the By-Laws of the Corporation,  provided
that the  Corporation  shall not be required  to call such a special  meeting if
such request is received less than one hundred twenty (120) days before the date
fixed for the next ensuing annual meeting of shareholders of the Corporation, at
which meeting such newly created directorships shall be filled by the holders of
the shares of each series in arrears, voting together as a single class.

         (b) So long as any shares of this Series are  outstanding,  the By-Laws
of the Corporation shall at all times be such that the exercise,  by the holders
of shares of this Series (of any other  series) of the right to elect  Directors
under the circumstances provided for in this Paragraph D will not contravene any
provision  of  the  Certificate  of  Incorporation  restricting  the  number  of
Directors which may constitute the entire Board of Directors of the Corporation.

         (c) Directors  elected  pursuant to this  Paragraph D shall serve until
the  earlier  of  (i)  the  next  annual  meeting  of  the  shareholders  of the
Corporation  and the  election  (by the  holders of the shares of each series in
arrears)  and  qualification  of their  respective  successors  or (ii) the next
annual meeting of the  shareholders of the  Corporation  following the date upon
which all  dividends  in default on the shares of each  series in arrears  shall
have been paid in full and any default in mandatory  redemption  shall have been
cured. If, prior to the end of the term of any Director elected as aforesaid,  a
vacancy in the office of such  Director  shall occur during the  continuance  of
such a default by reason of death,  resignation,  or  disability,  such  vacancy
shall be filled for the unexpired term by appointment by the remaining  Director
elected as aforesaid of a new  Director  for the  unexpired  term of such former
Director.

         Miscellaneous.  Without the affirmative vote of the holders of at least
two-thirds of the outstanding preferred shares, voting as a single class (or, if
less than all of the outstanding  series of preferred  shares would be adversely
affected  thereby,  without  the  affirmative  vote of the  holders  of at least
two-thirds, of the outstanding shares of each such series so affected, voting as
a separate class), the Corporation may not

         (a) amend the Certificate of  Incorporation  so as to adversely  affect
the  voting  powers  (except  as  such  voting  powers  may be  affected  by the
authorization  of any additional  preferred shares having the same voting rights
as the outstanding  preferred shares or by the authorization of any other shares
of any class having  voting  rights which are not entitled to vote together with
the preferred shares in any separate class vote of the preferred shares), rights
or preferences of the preferred shares or such series;

     (b)  authorize or create any class of stock ranking prior to shares of this
Series;

         (c) issue any  additional  preferred  shares  ranking on a parity  with
shares of this Series  unless,  after  giving  effect to such  issuance  and the
application of the proceeds thereof, net income (excluding  nonrecurringi items)
of the Corporation for any period of twelve (12)  consecutive  months during the
eighteen (18) months  immediately  preceding the date of such issuance  would be
equal to not less than 200% of the annual  dividend  requirements  of all shares
(outstanding  and pro forma)  ranking prior to or on a parity with the shares of
this Series with respect to dividends;

         (d) effect any merger or  consolidation  unless the  Corporation is the
survivor or the surviving  corporation is organized under the laws of a state of
the United States and it issues new  preferred  shares in exchange for shares of
this Section  with terms at least as favorable as provided  herein for shares of
this Series; or

     (e) effect a sale of substantially all of the assets of the Corporation.

         Voting.  Whenever the holders of the  preferred  shares are entitled to
vote as a single  class,  each holder of shares of this Series shall be entitled
to one vote for each such share held of record and, to the extent  permitted  by
applicable  law, (a) each holder of shares of any other series of the  preferred
shares  shall be  entitled  to one vote for each $100 of the  liquidation  price
(without regard to accrued dividends) in respect of the involuntary liquidation,
dissolution  or winding up of the  Corporation  of the shares of such series for
each such  share  held of  record  and (b) in the case of any such  shares  such
liquidation  price of which  shall not be an  integral  multiple  of $100,  each
holder  thereof  shall be entitled to vote in respect of each such share so held
equal to the result obtained by multiplying one by a fraction,  the numerator of
which is a number equal to the number of dollars  constituting  such liquidation
price of such share and the denominator of which is 100.

E.       LIQUIDATION RIGHTS

         Before any  distribution may be made to the holders of the common stock
of the  Corporation  upon any  liquidation,  the  holders  of the shares of this
Series will be entitled  to receive  $100 per share plus an amount  equal to the
dividends accrued and unpaid thereon, whether or not earned or declared.

         If upon any dissolution,  liquidation or winding up of the Corporation,
the assets available for  distribution  shall be insufficient to pay the holders
of all shares of this Series then  outstanding (and the holders of all shares of
preferred stock of any other series then outstanding and ranking senior to or on
a parity with the shares of this Series upon dissolution, liquidation or winding
up), the full amounts to which they respectively shall be entitled,  the holders
of shares of this Series (and the  holders of shares of  preferred  stock of any
other series  ranking on a parity) shall share ratably in such  distribution  of
assets in accordance with the amounts which would be payable if all such amounts
were paid in full.

         Neither the  consolidation  nor merger of the Corporation  with or into
any other  corporation  nor any sale,  lease or conveyance of all or any part of
the  property  or  business  of  the  Corporation,  shall  be  deemed  to  be  a
dissolution,  liquidation or winding up of the Corporation within the meaning of
this Paragraph E.

     (6) $11.50 Cumulative Preferred Stock, Series H (Par Value $5.00 Per Share)

         RESOLVED,  that  70,000  shares  of  the  total  authorized  amount  of
6,000,000  shares of preferred stock be issued in and constitute a single series
designated "$11.50 Cumulative  Preferred Stock,  Series H" (the "Series").  Each
share of the Series  shall be issued for a  consideration  of $100.00  and shall
have a par value of $5.00. Of the consideration for each share, the par value of
$5.00 shall be capital of the  Corporation.  The shares of the Series shall have
the  following   voting   powers,   designations,   preferences   and  relative,
participating optional or other special rights, and qualifications, limitations,
or restrictions:

A.       DIVIDEND RIGHTS

         Out of the assets of the Corporation which are by law available for the
payment of dividends,  the holders of shares of this Series shall be entitled to
receive,  as and when  declared  by the  Board  of  Directors,  cumulative  cash
dividends,  at,  but not  exceeding,  the rate of $11.50  per  share per  annum,
payable  quarterly on the first days of May, August,  November,  and February of
each year,  accruing from the date of issuance or from such other date as may be
specified by the Board of Directors.  Each dividend payment shall be made to the
holders of shares of this Series of record on the date,  not  exceeding  60 days
preceding  the date for such  payment,  fixed  for the  purpose  by the Board of
Directors in advance of such payment. The holders of shares of this Series shall
be entitled to no other dividends. Any dividend declared in any quarterly period
shall be deemed to have been  declared  with  respect  to the  quarterly  period
ending immediately prior to the day upon which such dividend is payable.

         So long as any shares of this Series are outstanding, unless:

                  (i) in  case  of a  dividend  declaration,  such  dividend  is
         payable not more than 60 days after the date of record for  determining
         the holders to whom the dividend is to be paid; and

                  (i) a full cash  dividend on the shares of this Series for all
         past  quarterly  dividend  periods and for the quarterly  period during
         which  such  declaration,   distribution,   purchase,   redemption,  or
         acquisition  occurs,  shall  have  been  paid  or  declared,  and a sum
         sufficient for the payment thereof set apart,

no  dividends  shall be declared,  and no  distribution  made,  on any shares of
common  stock  (other than in shares of common  stock),  nor shall any shares of
common stock be  purchased,  redeemed,  or  otherwise  acquired for value by the
Corporation  or any  subsidiary,  and no  dividends  shall be  declared,  and no
distribution  made,  on any shares of any other  series of or class of preferred
stock unless  proportionate  dividends are paid on all series of parity  ranking
preferred shares, nor shall any shares of any other series or class of preferred
stock be purchased, redeemed, or otherwise acquired for value by the Corporation
or any subsidiary  unless all such preferred  shares are redeemed or an offer to
purchase is made to all holders of such preferred shares on substantially  equal
terms.

         Provided, however, that, notwithstanding the foregoing:

         (a) the  Corporation  may make any  required  sinking  fund  redemption
(including delinquent accrued dividends) on this or any other series or class of
preferred  stock if the  number of shares of such  series or class of  preferred
stock being so redeemed bears (as nearly as  practicable)  the same ratio to the
aggregate  number of shares of such  series or class then due to be  redeemed as
the number of shares of this Series being redeemed bears to the aggregate number
of shares of this Series then due to be redeemed;

     (b) the foregoing  restrictions  shall not apply to the  acquisition of any
stock solely in exchange for or solely out of the proceeds of sale of stock; and

         (c) the Corporation may declare and pay dividends on the  Corporation's
Adjustable  Rate  Cumulative   Preferred  Stock,  Series  F,  without  paying  a
proportionate dividend on shares of this Series.

B.       REDEMPTION AND SINKING FUND

         Mandatory  Redemption  (Sinking  Fund).  Shares of this Series shall be
subject to redemption through the operation of a sinking fund (herein called the
"Sinking Fund") at the redemption price (the "Sinking Fund Redemption Price") of
$100 per share plus an amount equal to the dividends  accrued and unpaid thereon
to the redemption date,  whether or not earned or declared.  For the purposes of
the Sinking Fund, out of any funds of the Corporation legally available therefor
remaining  after  full  cumulative  dividends  upon all  series  and  classes of
preferred  stock  then  outstanding  to  the  end of the  dividend  period  next
preceding  the date  fixed for such  redemption  (and for the  current  dividend
period if the date fixed for such  redemption is a dividend  payment date) shall
have been  declared  and shall have been paid or set apart for  payment,  as and
when  directed by the Board of  Directors,  the  Corporation  shall set aside in
cash,  annually  on May 1  commencing  May 1, 1994,  and ending May 1, 2003,  an
amount  sufficient to redeem,  at the Sinking Fund Redemption  Price, 10% of the
shares of this Series.  In the event such amounts are not set aside, the holders
of shares of this Series  shall have such  exclusive  rights and remedies as are
set forth herein.

         The Sinking Fund shall be  cumulative  so that if on any such May 1 the
funds of the  Corporation  legally  available  therefor shall be insufficient to
permit any such amount to be set aside in full,  or if for any other reason such
amount shall not have been set aside in full, the amount of the deficiency shall
be set aside,  but without  interest,  before any cash dividend shall be paid or
declared,  or any  distribution  made, on any junior shares or before any junior
shares  or any  shares  of  preferred  stock  shall be  purchased,  redeemed  or
otherwise  acquired by the  Corporation,  or any moneys  shall be paid to or set
aside or made available for a sinking fund for the purchase or redemption of any
junior  shares or any  shares  or  parity  ranking  preferred  stock;  provided,
however,  that,  notwithstanding  the  existence  of any  such  deficiency,  the
Corporation may make any required sinking fund redemption on any other series or
class of  preferred  stock if the number of shares of such other series or class
of preferred stock being so redeemed bears (as nearly as  practicable)  the same
ratio to the  aggregate  number of shares of such other series or class then due
to be redeemed as the number of shares of this Series  being  redeemed  bears to
the aggregate number of shares of this Series then due to be redeemed.

         Moneys  of the  Sinking  Fund  shall  be  applied  on such May 1 to the
redemption of shares of this Series.  The Corporation  shall, prior to each such
Sinking Fund redemption, give notice of redemption as hereinafter provided.

         In addition,  the Corporation  shall have the right, at its option,  to
redeem at the Sinking  Fund  Redemption  Price on May 1, 1994,  and on any May 1
thereafter, an additional number of shares of this Series equal to the number it
is required to redeem on such date. This right shall not be cumulative from year
to year and shall not in the aggregate exceed 25% of the shares of this issue.

         Optional  Redemption.  Shares of this  Series  may be  redeemed  at the
option of the  Corporation,  in whole or in part, on any date on or after May 1,
1993, upon at least 30 days' notice as hereinafter provided, out of any funds of
the  Corporation  legally  available  therefor  remaining  after full cumulative
dividends upon all series and classes of preferred stock then outstanding to the
end of the dividend  period next  preceding  the date fixed for such  redemption
(and for the current  dividend period if the date fixed for such redemption is a
dividend  payment date) shall have been declared and shall have been paid or set
aside for  payment,  at $105 per share  plus an  amount  equal to the  dividends
accrued  and unpaid to the date fixed for  redemption,  whether or not earned or
declared, the total sum so payable herein referred to as the "Redemption Price."

         Special Redemption. If the situation arises under which the Corporation
is required  to attain  approval  of a  specified  percentage  of the holders of
shares of this Series to effect a merger,  consolidation or sale of assets,  and
such approval is denied,  then the Corporation  shall have the special option of
redeeming  shares of this Series as an entirety at the Sinking  Fund  Redemption
Price.

         Repurchases. So long as the Corporation has paid or made provisions for
all dividends  previously  accrued on shares of this Series,  it may  repurchase
shares of this Series on a negotiated basis, provided no redemption of shares of
this Series (other than as required by the Mandatory  Redemption  (Sinking Fund)
section of this  Paragraph B) nor any other purchase or acquisition of shares of
this Series by the Corporation  shall  constitute a redemption of such shares in
lieu  of  or  as a  credit  against  the  Mandatory  Redemption  (Sinking  Fund)
requirements of this Paragraph B.

         Notice  and  Payment.  Notice  of  every  redemption  shall  be sent by
certified mail, return receipt requested, to the holders of record of the shares
of this Series so to be  redeemed,  at their  respective  addresses  as the same
shall  appear on the records of the  Corporation,  or as given by such holder to
the Corporation  for the purpose of notice,  or if no such address appears or is
so given, at the place where the principal office of the Corporation is located.
Such notice shall be mailed at least 30 but not morel than 60 days in advance of
the date fixed for such  redemption.  Each such notice of redemption shall state
how many,  if not all, of the shares of the Series are to be redeemed,  the date
fixed for redemption,  the Redemption Price and/or Sinking Fund Redemption Price
and the manner and place of payment of such Redemption Price and/or Sinking Fund
Redemption Price.

         Any  notice  which is mailed in the  manner  herein  provided  shall be
conclusively  presumed  to have  been  duly  given,  whether  or not the  holder
receives the notice.  In any case,  failure duly to give notice by mail,  or any
defect in notice, to the holder of any share designated for redemption shall not
affect the validity of the proceedings for the redemption of any other share.

         In the case of the  redemption  of a part  only of the  shares  of this
Series at the time  outstanding,  the Corporation shall select pro rata, in such
reasonable  manner as the Board of  Directors  may  determine,  the shares to be
redeemed. The Board of Directors shall have full power and authority, subject to
the  limitations  and provisions  herein  contained,  to prescribe the manner in
which and the terms and  conditions  upon which shares of this Series shall from
time to time be redeemable. On and after the date specified in such notice, each
holder of the shares of this Series called for  redemption  as  aforesaid,  upon
presentation  and  surrender  at the  place  designated  in such  notice  of the
certificate  or  certificates  for shares of this Series  held by him,  properly
endorsed  in  blank  for  transfer  or  accompanied  by  proper  instruments  of
assignment in blank (if required by the  Corporation)  and bearing all necessary
stock  transfer tax stamps  thereto  affixed and canceled,  shall be entitled to
receive therefor the redemption price thereof.

         From and after the date of redemption  specified in such notice (unless
default shall be made by the Corporation in providing  moneys for the payment of
the  redemption  price) all  dividends  upon shares of this Series so called for
redemption  shall cease to accrue and, from and after said date (unless  default
shall be made by the  Company  as  aforesaid)  or, if the  Corporation  shall so
elect,  from and after the date  specified  therefor in the notice of redemption
(prior to the date of redemption so  specified) on which the  Corporation  shall
provide the moneys for the payment of the  redemption  price by  depositing  the
amount  thereof in trust for such  purpose  with a bank or trust  company  doing
business in the Commonwealth of Kentucky, and having a capital and surplus of at
least $10,000,000,  all rights of the holders of shares of this Series so called
for redemption as stockholders of the  Corporation,  excepting only the right to
receive the  redemption  price of such shares on and after the  redemption  date
without interest thereon, shall cease and determine.

         In case any holders of shares of this  Series so called for  redemption
shall not, within six years after such deposit, claim the amounts deposited with
respect to the redemption  thereof,  any such bank or trust company shall,  upon
demand,  pay over to the Corporation  such unclaimed  amounts and thereupon such
bank or trust company shall be relieved of all responsibility in respect thereof
to such holders.

C.       CONVERSION RIGHTS

         The  holders  of  shares  of this  Series  shall  not have the right to
convert  such  shares  into,  or exchange  such shares for,  shares of any other
class, or of any other series of the same class, of the Corporation.

D.       VOTING RIGHTS

         Except as otherwise  required by law,  holders of shares of this Series
shall  have no voting  rights  nor be  entitled  to  notice of or to attend  any
meetings of stockholders; provided, however, that:

         (a) If and whenever  accrued  dividends on the shares of this Series or
any preferred shares of any other series ranking on a parity shall not have been
paid  in an  aggregate  amount  equal  to or  greater  than  six  quarter-annual
dividends  on the shares of this  Series or such other  preferred  shares at the
time outstanding or if and whenever any mandatory  redemptions of shares of this
Series or any other  preferred  shares at the time ranking on a parity with this
Series have not been made (each such series being, in this Paragraph D, called a
"series in arrears")  then, and in any such event,  the number of Directors then
constituting   the  entire  Board  of  Directors   of  the   Corporation   shall
automatically be increased by two Directors and the holders of the shares of all
series in arrears,  voting together as a single class, shall be entitled to fill
such newly created directorships.  Such right to vote as a single class to elect
two Directors shall, when vested, continue until all dividends in default on the
shares of this  Series,  and such other  preferred  shares,  as the case may be,
shall have been paid in full and all delinquent mandatory  redemptions of shares
of this Series and such other  preferred  shares,  as the case may be, have been
made and, when so done, such right to elect two Directors  separately as a class
shall cease,  subject,  always,  to the same  provisions for the vesting of such
right to  elect  two  Directors  separately  as a class  in the  case of  future
defaults.  At any time when such right to elect two  Directors  separately  as a
class shall have so vested the Corporation  may, and upon the written request of
the holders of record of not less than 20% of the total  number of shares of all
series in arrears then outstanding  shall, call a special meeting of the holders
of such  shares to fill such newly  created  directorships  for the  election of
Directors.  In the case of such a written request, such special meeting shall be
held within 90 days after the delivery of such  request and, in either case,  at
the  place  and  upon  the  notice  provided  by law and in the  By-Laws  of the
Corporation,  provided that the Corporation shall not be required to call such a
special  meeting if such request is received  less than 120 days before the date
fixed for the next ensuing annual meeting of shareholders of the Corporation, at
which meeting such newly created directorships shall be filled by the holders of
the shares of each series in arrears, voting together as a single class.

         (b) So long as any shares of this Series are  outstanding,  the By-Laws
of the Corporation shall at all times be such that the exercise,  by the holders
of the  shares  of this  Series  (or any  other  series)  of the  right to elect
Directors  under the  circumstances  provided  for in this  Paragraph D will not
contravene any provisions of the  Certificate of  Incorporation  restricting the
number of Directors  which may  constitute  the entire Board of Directors of the
Corporation.

     (c) Directors  elected  pursuant to this  Paragraph D shall serve until the
earlier of:

         (1) the next annual meeting of the  shareholders of the Corporation and
the  election  (by the  holders of the  shares of each  series in  arrears)  and
qualification of their respective successors; or

         (2) the next  annual  meeting of the  shareholders  of the  Corporation
following  the date upon  which all  dividends  in default on the shares of each
series in  arrears  shall have been paid in full and any  default  in  mandatory
redemption shall have been cured.

         If, prior to the end of the term of any Director  elected as aforesaid,
a vacancy in the office of such Director  shall occur during the  continuance of
such a default by reason of death,  resignation,  or  disability,  such  vacancy
shall be filled for the unexpired term by appointment by the remaining  Director
elected as aforesaid of a new  Director  for the  unexpired  term of such former
Director.

         Miscellaneous.  Without the affirmative vote of the holders of at least
two-thirds of the outstanding preferred shares, voting as a single class (or, if
less than all of the outstanding  series of preferred  shares would be adversely
affected  thereby,  without  the  affirmative  vote of the  holders  of at least
two-thirds of the outstanding shares of each such series so affected,  voting as
a separate class), the Corporation may not:

         (a) amend the Certificate of  Incorporation  so as to adversely  affect
the  voting  powers  (except  as  such  voting  powers  may be  affected  by the
authorization  of any additional  preferred shares having the same voting rights
as the outstanding  preferred shares or by the authorization of any other shares
of any class having  voting  rights which are not entitled to vote together with
the  preferred  shares in any  separate  class  vote of the  preferred  shares),
rights, or preferences of the preferred shares or such series;

     (b)  authorize or create any class of stock ranking prior to shares of this
Series;

         (c) issue any  additional  preferred  shares  ranking on a parity  with
shares of this Series  unless,  after  giving  effect to such  issuance  and the
application of the proceeds thereof,  net income (excluding  nonrecurring items)
of the Corporation for any period of 12 consecutive  months during the 18 months
immediately  preceding the date of such issuance would be equal to not less than
200% of the annual  dividend  requirements  of all shares  (outstanding  and pro
forma)  ranking  prior to or on a parity  with the  shares of this  Series  with
respect to dividends;

         (d) effect any merger or  consolidation  unless the  Corporation is the
survivor or the surviving  corporation is organized under the laws of a state of
the United States and it issues new  preferred  shares in exchange for shares of
this Series with terms at least as  favorable  as provided  herein for shares of
this Series; or

     (e) effect a sale of substantially all of the assets of the Corporation.

         Voting.  Whenever the holders of the  preferred  shares are entitled to
vote as a single  class,  each holder of shares of this Series shall be entitled
to one vote for each such share held of record and, to the extent  permitted  by
applicable law:

         (a) each holder of shares of any other series of the  preferred  shares
shall be entitled to one vote for each $100 of the  liquidation  price  (without
regard  to  accrued  dividends)  in  respect  of  the  involuntary  liquidation,
dissolution,  or winding up of the  Corporation of the shares of such series for
each such share held or record; and

         (b) in the  case of any such  shares  such  liquidation  price of which
shall not be an integral multiple of $100, each holder thereof shall be entitled
to a vote in respect of each such share so held equal to the result  obtained by
multiplying  one by a fraction,  the numerator of which is a number equal to the
number of  dollars  constituting  such  liquidation  price of such share and the
denominator of which is 100.

E.       LIQUIDATION RIGHTS

         Before any  distribution may be made to the holders of the common stock
of the Corporation  upon any  liquidation,  the holders of shares of this Series
will be entitled to receive $100 per share plus an amount equal to the dividends
accrued and unpaid thereon, whenever or not earned or declared.

         If upon any dissolution, liquidation, or winding up of the Corporation,
the assets available for  distribution  shall be insufficient to pay the holders
of all shares of this Series then  outstanding (and the holders of all shares of
preferred stock of any other series then outstanding and ranking senior to or on
a parity with the shares of this Series upon dissolution, liquidation or winding
up), the full amounts to which they respectively shall be entitled,  the holders
of shares of this Series (and the  holders of shares of  preferred  stock of any
other series  ranking on a parity) shall share ratably in such  distribution  of
assets in accordance with the amounts which would be payable if all such amounts
were paid in full.

         Neither the  consolidation  nor merger of the Corporation  with or into
any other  corporation  nor any sale,  lease or conveyance of all or any part of
the  property  or  business  of  the  Corporation,  shall  be  deemed  to  be  a
dissolution,  liquidation or winding up of the Corporation within the meaning of
this Paragraph E.

     (7) $12.00 Cumulative Preferred Stock, Series I (Par Value $5.00 Per Share)
-----------------------------------------------------------------------

         RESOLVED,  that  61,600  shares  of  the  total  authorized  amount  of
6,000,000  shares of preferred stock be issued in and constitute a single series
designated "$12.00 Cumulative  Preferred Stock,  Series I" (the "Series").  Each
share of the Series  shall be issued for a  consideration  of $100.00  and shall
have a par value of $5.00. Of the consideration for each share, the par value of
$5.00 shall be capital of the  Corporation.  The shares of the Series shall have
the  following   voting   powers,   designations,   preferences   and  relative,
participating,   optional  or  other   special   rights,   and   qualifications,
limitations, or restrictions:

A.       DIVIDEND RIGHTS

         Out of the assets of the Corporation which are by law available for the
payment of dividends,  the holders of shares of this Series shall be entitled to
receive,  as and when  declared  by the  Board  of  Directors,  cumulative  cash
dividends,  at,  but not  exceeding,  the rate of $12.00  per  share per  annum,
payable  quarterly on the first days of August  November,  February,  and May of
each year,  accruing from the date of issuance or from such other date as may be
specified by the Board of Directors.  Each dividend payment shall be made to the
holders of shares of this Series of record on the date,  not  exceeding  60 days
preceding  the date for such  payment,  fixed  for the  purpose  by the Board of
Directors in advance of such payment. The holders of shares of this Series shall
be entitled to no other dividends. Any dividend declared in any quarterly period
shall be deemed to have been  declared  with  respect  to the  quarterly  period
ending immediately prior to the day upon which such dividend is payable.

         So long as any shares of this Series are outstanding, unless:

                  (i) in  case  of a  dividend  declaration,  such  dividend  is
         payable not more than 60 days after the date of record for  determining
         the holders to whom the dividend is to be paid; and

                  (ii) a full cash dividend on the shares of this Series for all
         past  quarterly  dividend  periods and for the quarterly  period during
         which  such  declaration,   distribution,   purchase,   redemption,  or
         acquisition  occurs,  shall  have  been  paid  or  declared,  and a sum
         sufficient for the payment thereof set apart,

no  dividends  shall be declared,  and no  distribution  made,  on any shares of
common  stock  (other than in shares of common  stock),  nor shall any shares of
common stock be  purchased,  redeemed,  or  otherwise  acquired for value by the
Corporation  or any  subsidiary,  and no  dividends  shall be  declared,  and no
distribution  made,  on any shares of any other  series of or class of preferred
stock unless  proportionate  dividends are paid on all series of parity  ranking
preferred shares, nor shall any shares of any other series or class of preferred
stock be purchased, redeemed, or otherwise acquired for value by the Corporation
or any subsidiary  unless all such preferred  shares are redeemed or an offer to
purchase is made to all holders of such preferred shares on substantially  equal
terms.

         Provided, however, that, notwithstanding the foregoing:

         (a) the  Corporation  may make any  required  sinking  fund  redemption
(including delinquent accrued dividends) on this or any other series or class of
preferred  stock if the  number of shares of such  series or class of  preferred
stock being so redeemed bears (as nearly as  practicable)  the same ratio to the
aggregate  number of shares of such  series or class then due to be  redeemed as
the number of shares of this Series being redeemed bears to the aggregate number
of shares of this Series then due to be redeemed;

     (b) the foregoing  restrictions  shall not apply to the  acquisition of any
stock solely in exchange for or solely out of the proceeds of sale of stock; and

         (c) the Corporation may declare and pay dividends on the  Corporation's
Adjustable  Rate  Cumulative   Preferred  Stock,  Series  F,  without  paying  a
proportionate dividend on shares of this Series.

B.       REDEMPTION AND SINKING FUND

         Mandatory  Redemption  (Sinking  Fund).  Shares of this Series shall be
subject to redemption through the operation of a sinking fund (herein called the
"Sinking Fund") at the redemption price (the "Sinking Fund Redemption Price") of
$100 per share plus an amount equal to the dividends  accrued and unpaid thereon
to the redemption date,  whether or not earned or declared.  For the purposes of
the Sinking Fund, out of any funds of the Corporation legally available therefor
remaining  after  full  cumulative  dividends  upon all  series  and  classes of
preferred  stock  then  outstanding  to  the  end of the  dividend  period  next
preceding  the date  fixed for such  redemption  (and for the  current  dividend
period if the date fixed for such  redemption is a dividend  payment date) shall
have been  declared  and shall have been paid or set apart for  payment,  as and
when  directed by the Board of  Directors,  the  Corporation  shall set aside in
cash, annually on August 1 commencing August 1, 1994, and ending August 1, 2003,
an amount sufficient to redeem, at the Sinking Fund Redemption Price, 10% of the
shares of this Series.  In the event such amounts are not set aside, the holders
of shares of this Series  shall have such  exclusive  rights and remedies as are
set forth herein.

         The Sinking  Fund shall be  cumulative  so that if on any such August 1
the funds of the Corporation legally available therefor shall be insufficient to
permit any such amount to be set aside in full,  or if for any other reason such
amount shall not have been set aside in full, the amount of the deficiency shall
be set aside,  but without  interest,  before any cash dividend shall be paid or
declared,  or any  distribution  made, on any junior shares or before any junior
shares or preferred stock shall be purchased,  redeemed or otherwise acquired by
the  Corporation,  or any moneys shall be paid to or set aside or made available
for a sinking fund for the purchase or redemption of any junior shares or parity
ranking preferred stock; provided,  however, that, notwithstanding the existence
of any such  deficiency,  the  Corporation  may make any  required  sinking fund
redemption  on any other  series or class of  preferred  stock if the  number of
shares of such other series or class of preferred  stock being so redeemed bears
(as nearly as practicable)  the same ratio to the aggregate  number of shares of
such other  series or class then due to be  redeemed  as the number of shares of
this  Series  being  redeemed  bears to the  aggregate  number of shares of this
Series then due to be redeemed.

         Moneys in the  Sinking  Fund shall be  applied on such  August 1 to the
redemption  shares of this Series.  The  Corporation  shall,  prior to each such
Sinking Fund redemption, give notice of redemption as hereinafter provided.

         In addition,  the Corporation  shall have the right, at its option,  to
redeem at the Sinking Fund Redemption Price on August 1, 1994, and on any August
1 thereafter,  an additional number of shares of this Series equal to the number
it is required to redeem on such date.  This right shall not be cumulative  from
year to year and shall not in the  aggregate  exceed  25% of the  shares of this
issue.

     Optional Redemption. Shares of this Series may be redeemed at the option of
the  Corporation,  in whole or in part,  on any date on or after August 1, 1993,
upon at least 30 days' notice as hereinafter  provided,  out of any funds of the
Corporation legally available therefor remaining after full cumulative dividends
upon all series and classes of preferred  stock then  outstanding  to the end of
the dividend  period next preceding the date fixed for such  redemption (and for
the current  dividend period if the date fixed for such redemption is a dividend
payment date) shall have been declared and shall have been paid or set aside for
payment,  at $105 per share plus an amount  equal to the  dividends  accrued and
unpaid to the date fixed for redemption,  whether or not earned or declared, the
total sum so payable being herein referred to as the "Redemption Price."

         Special Redemption. If the situation arises under which the Corporation
is required  to attain  approval  of a  specified  percentage  of the holders of
shares of this Series to effect a merger,  consolidation or sale of assets,  and
such approval is denied,  then the Corporation  shall have the special option of
redeeming  shares of this Series as an entirety at the Sinking  Fund  Redemption
Price.

         Repurchases.  So long as the Corporation has paid or made provision for
all dividends  previously  accrued on shares of this Series,  it may  repurchase
shares of this Series on a negotiated basis, provided no redemption of shares of
this Series (other than as required by the Mandatory  Redemption  (Sinking Fund)
section of this  Paragraph B) nor any other purchase or acquisition of shares of
this Series by the Corporation  shall  constitute a redemption of such shares in
lieu  of  or  as a  credit  against  the  Mandatory  Redemption  (Sinking  Fund)
requirements of this Paragraph B.

         Notice  and  Payment.  Notice  of  every  redemption  shall  be sent by
certified mail, return receipt requested, to the holders of record of the shares
of this Series so to be  redeemed,  at their  respective  addresses  as the same
shall  appear on the records of the  Corporation,  or as given by such holder to
the Corporation  for the purpose of notice,  or if no such address appears or is
so given, at the place where the principal office of the Corporation is located.
Such notice  shall be mailed at least 30 but not more than 60 days in advance of
the date fixed for such  redemption.  Each such notice of redemption shall state
how many,  if not all, of the shares of the Series are to be redeemed,  the date
fixed for redemption,  the Redemption Price and/or Sinking Fund Redemption Price
and the manner and place of payment of such Redemption Price and/or Sinking Fund
Redemption Price.

         Any  notice  which is mailed in the  manner  herein  provided  shall be
conclusively  presumed  to have  been  duly  given,  whether  or not the  holder
receives the notice.  In any case,  failure duly to give notice by mail,  or any
defect in notice, to the holder of any share designated for redemption shall not
affect the validity of the proceedings for the redemption of any other share.

         In the case of the  redemption  of a part  only of the  shares  of this
Series at the time  outstanding,  the Corporation shall select pro rata, in such
reasonable  manner as the Board of  Directors  may  determine,  the shares to be
redeemed. The Board of Directors shall have full power and authority, subject to
the  limitations  and provisions  herein  contained,  to prescribe the manner in
which and the terms and  conditions  upon which shares of this Series shall from
time to time be redeemable. On and after the date specified in such notice, each
holder of the shares of this Series called for  redemption  as  aforesaid,  upon
presentation  and  surrender  at the  place  designated  in such  notice  of the
certificate  or  certificates  for shares of this Series  held by him,  properly
endorsed  in  blank  for  transfer  or  accompanied  by  proper  instruments  of
assignment in blank (if required by the  Corporation)  and bearing all necessary
stock  transfer tax stamps  thereto  affixed and canceled,  shall be entitled to
receive therefor the redemption price thereof.

         From and after the date of redemption  specified in such notice (unless
default shall be made by the Corporation in providing  moneys for the payment of
the  redemption  price) all  dividends  upon shares of this Series so called for
redemption  shall cease to accrue and, from and after said date (unless  default
shall be made by the  Company  as  aforesaid)  or, if the  Corporation  shall so
elect,  from and after the date  specified  therefor in the notice of redemption
(prior to the date of redemption so  specified) on which the  Corporation  shall
provide the moneys for the payment of the  redemption  price by  depositing  the
amount  thereof in trust for such  purpose  with a bank or trust  company  doing
business in the Commonwealth of Kentucky, and having a capital and surplus of at
least $10,000,000,  all rights of the holders of shares of this Series so called
for redemption as stockholders of the  Corporation,  excepting only the right to
receive the  redemption  price of such shares on and after the  redemption  date
without interest thereon, shall cease and determine.

         In case any holders of shares of this  Series so called for  redemption
shall not, within six years after such deposit, claim the amounts deposited with
respect to the redemption  thereof,  any such bank or trust company shall,  upon
demand,  pay over to the Corporation  such unclaimed  amounts and thereupon such
bank or trust company shall be relieved of all responsibility in respect thereof
to such holders.

C.       CONVERSION RIGHTS

         The  holders  of  shares  of this  Series  shall  not have the right to
convert  such  shares  into,  or exchange  such shares for,  shares of any other
class, or of any other series of the same class, of the Corporation.

D.       VOTING RIGHTS

         Except as otherwise  required by law,  holders of shares of this Series
shall  have no voting  rights  nor be  entitled  to  notice of or to attend  any
meetings of stockholders; provided, however, that:

         (a) If and whenever  accrued  dividends on the shares of this Series or
any preferred shares of any other series ranking on a parity shall not have been
paid  in an  aggregate  amount  equal  to or  greater  than  six  quarter-annual
dividends  on the shares of this  Series or such other  preferred  shares at the
time outstanding or if and whenever any mandatory  redemptions of shares of this
Series or any other  preferred  shares at the time ranking on a parity with this
Series have not been made (each such series being, in this Paragraph D, called a
"series in arrears")  then, and in any such event,  the number of Directors then
constituting   the  entire  Board  of  Directors   of  the   Corporation   shall
automatically be increased by two Directors and the holders of the shares of all
series in arrears,  voting together as a single class, shall be entitled to fill
such newly created directorships.  Such right to vote as a single class to elect
two Directors shall, when vested, continue until all dividends in default on the
shares of this  Series,  and such other  preferred  shares,  as the case may be,
shall have been paid in full and all delinquent mandatory  redemptions of shares
of this Series and such other  preferred  shares,  as the case may be, have been
made and, when so done, such right to elect two Directors  separately as a class
shall cease,  subject,  always,  to the same  provisions for the vesting of such
right to elect two Directors  separately as a class in the future  defaults.  At
any time when such right to elect two Directors separately as a class shall have
so vested the  Corporation  may, and upon the written  request of the holders of
record  of not less than 20% of the  total  number  of  shares of all  series in
arrears then  outstanding  shall,  call a special meeting of the holders of such
shares to fill such newly created  directorships  for the election of Directors.
In the case of such a written request, such special meeting shall be held within
90 days after the delivery of such request and, in either case, at the place and
upon the notice provided by law and in the By-Laws of the Corporation,  provided
that the  Corporation  shall not be required  to call such a special  meeting if
such  request is received  less than 120 days before the date fixed for the next
annual meeting of the  shareholders  of the  Corporation,  at which meeting such
newly created directorships shall be filled by the holders of the shares of each
series in arrears, voting together as a single class.

         (b) So long as any shares of this Series are  outstanding,  the By-Laws
of the Corporation shall at all times be such that the exercise,  by the holders
of shares of this Series (of any other  series) of the right to elect  Directors
under the circumstances provided for in this Paragraph D will not contravene any
provision  of  the  Certificate  of  Incorporation  restricting  the  number  of
Directors which may constitute the entire Board of Directors of the Corporation

     (c) Directors  elected  pursuant to this  Paragraph D shall serve until the
earlier of:

     (1) the next annual meeting of the  shareholders of the Corporation and the
election  (by  the  holders  of the  shares  of  each  series  in  arrears)  and
qualification of their respective successors; or

         (2) the next  annual  meeting of the  shareholders  of the  Corporation
following  the date upon  which all  dividends  in default on the shares of each
series in  arrears  shall have been paid in full and any  default  in  mandatory
redemption shall have been cured.

         If, prior to the end of the term of any Director  elected as aforesaid,
a vacancy in the office of such Director  shall occur during the  continuance of
such a default by reason of death,  resignation,  or  disability,  such  vacancy
shall be filled for the unexpired term by appointment by the remaining  Director
elected as aforesaid of a new  Director  for the  unexpired  term of such former
Director.

         Miscellaneous.  Without the affirmative vote of the holders of at least
two-thirds of the outstanding preferred shares, voting as a single class (or, if
less than all of the outstanding  series of preferred  shares would be adversely
affected  thereby,  without  the  affirmative  vote of the  holders  of at least
two-thirds of the outstanding shares of each such series so affected,  voting as
a separate class), the Corporation may not:

         (a) amend the Certificate of  Incorporation  so as to adversely  affect
the  voting  powers  (except  as  such  voting  powers  may be  affected  by the
authorization  of any additional  preferred shares having the same voting rights
as the outstanding  preferred shares or by the authorization of any other shares
of any class having  voting  rights which are not entitled to vote together with
the  preferred  shares in any  separate  class  vote of the  preferred  shares),
rights, or preferences of the preferred shares or such series;

     (b)  authorize or create any class of stock ranking prior to shares of this
Series;

         (c) issue any  additional  preferred  shares  ranking on a parity  with
shares of this Series  unless,  after  giving  effect to such  issuance  and the
application of the proceeds thereof,  net income (excluding  nonrecurring items)
of the Corporation for any period of 12 consecutive  months during the 18 months
immediately  preceding the date of such issuance would be equal to not less than
200% of the annual  dividend  requirements  of all shares  (outstanding  and pro
forma)  ranking  prior to or on a parity  with the  shares of this  Series  with
respect to dividends;

         (d) effect any merger or  consolidation  unless the  Corporation is the
survivor or the surviving  corporation is organized under the laws of a state of
the United States and it issues new  preferred  shares in exchange for shares of
this Series with terms at least as  favorable  as provided  herein for shares of
this Series; or

     (e) effect a sale of substantially all of the assets of the Corporation.

         Voting.  Whenever the holders of the  preferred  shares are entitled to
vote as a single  class,  each holder of shares of this Series shall be entitled
to one vote for each such shares held of record and, to the extent  permitted by
applicable law:

         (a) each holders of shares of any other series of the preferred  shares
shall be entitled to one vote for each $100 of the  liquidation  price)  without
regard  to  accrued  dividends)  in  respect  of  the  involuntary  liquidation,
dissolution,  or winding up of the  Corporation of the shares of such series for
each such share held of record; and

         (b) in the  case of any such  shares  such  liquidation  price of which
shall not be an integral multiple of $100, each holder thereof shall be entitled
to a vote in respect of each such share so held equal to the result  obtained by
multiplying  one by a fraction,  the numerator of which is a number equal to the
number of  dollars  constituting  such  liquidation  price of such share and the
denominator of which is 100.

E.       LIQUIDATION RIGHTS

         Before any  distribution may be made to the holders of the common stock
of the Corporation  upon any  liquidation,  the holders of shares of this Series
will be entitled to receive $100 per share plus an amount equal to the dividends
accrued and unpaid thereon, whether or not earned or declared.

         If upon any dissolution, liquidation, or winding up of the Corporation,
the assets available for  distribution  shall be insufficient to pay the holders
of all shares of this Series then  outstanding (and the holders of all shares of
preferred stock of any other series then outstanding and ranking senior to or on
a parity with the shares of this Series upon dissolution, liquidation or winding
up), the full amounts to which they respectively shall be entitled,  the holders
of shares of this Series (and the  holders of shares of  preferred  stock of any
other series  ranking on a parity) shall share ratably in such  distribution  of
assets in accordance with the amounts which would be payable if all such amounts
were paid in full.

         Neither the  consolidation  nor merger of the Corporation  with or into
any other  corporation  nor any sale,  lease or conveyance of all or any part of
the  property  or  business  of  the  Corporation,  shall  be  deemed  to  be  a
dissolution,  liquidation or winding up of the Corporation within the meaning of
this Paragraph E.

         SIXTH.  The Board of  Directors  shall  have the power to make,  alter,
amend and repeal the By-Laws of the Corporation  (except so far as the Bylaws of
the  Corporation  adopted by the  stockholders  shall  otherwise  provide).  Any
By-Laws made by the Board of Directors under the powers  conferred hereby may be
altered,   amended  or  repealed  by  the  Directors  or  by  the  stockholders.
Notwithstanding  the foregoing  and anything  contained in this  Certificate  of
Incorporation  to the  contrary,  Sections  1.2 and 1.10 of the Article I of the
By-Laws,  paragraphs  (a),  (b), (d) and (e) of Section 2.2 of Article II of the
By-Laws,  and  Section  2.9 of Article II of the  By-Laws  shall not be altered,
amended or repealed and no  provision  inconsistent  therewith  shall be adopted
without the affirmative  vote of the holder of at least 80 percent of the voting
power of all the shares of the  Corporation  entitled to vote  generally  in the
election  of  directors,  voting  together  as a single  class.  Notwithstanding
anything  contained in this Certificate of  Incorporation  to the contrary,  the
affirmative  vote of the  holders of at least 80 percent of the voting  power of
all the shares of the Corporation  entitled to vote generally in the election of
directors, voting together as a single class, shall be required to alter, amend,
adopt any provision inconsistent with or to repeal this Article SIXTH.

         SEVENTH.  Except as otherwise  fixed by or pursuant to the provision of
Article  FOURTH  hereof  relating  to the rights of the  holders of any class or
series of stock  having a  preference  over the Common  Stock as to dividends or
upon  liquidation to elect additional  directors under specified  circumstances,
the  number of  directors  shall be fixed from time to time  exclusively  by the
Board of Directors  pursuant to a resolution  adopted by a majority of the total
number of  authorized  directors  (whether or not there exist any  vacancies  in
previously authorized directorships at the time any such resolution is presented
to the Board for adoption).  The directors,  other than those who may be elected
by any class or series of stock having a preference  over the Common Stock as to
dividends or upon  liquidation,  shall be divided unto three classes,  as nearly
equal in number  as  possible,  with the term of  office  of the first  class to
expire at the 1987 annual meeting of the stockholders, and the term of office of
the third class to expire at the 1988 annual  meeting of  stockholders.  At each
annual meeting of the  stockholders  of the  Corporation,  the successors of the
class of directors  whose term expires at that meeting  shall be elected to hold
office for a term expiring at the annual meeting of the stockholders held in the
third year following the year of their election.

         Advance notice of stockholder nominations for the election of directors
shall be given in the manner provided in the By-Laws of the Corporation.

         Except  as  otherwise  provided  for or  fixed  by or  pursuant  to the
provisions of Article FOURTH hereof relating to the rights of the holders of any
class  or  series  of stock  having a  preference  over the  Common  Stock as to
dividends or upon  liquidation to elect  additional  directors  under  specified
circumstances,  newly created  directorships  resulting from any increase in the
number of directors and any vacancies on the Board of Directors  resulting  from
death, resignation,  disqualification, removal or other cause shall be filled by
the  affirmative  vote of a majority of the remaining  directors then in office,
even though less than a quorum of the Board of Directors.  Any director  elected
in accordance with the preceding sentence shall hold office for the remainder of
the full  term of the  class of  directors  in which  the new  directorship  was
created or the vacancy  occurred and until such director's  successor shall have
been elected and qualified.  No decrease in the number of directors constituting
the Board of Directors shall shorten the term of any incumbent Director.

         Subject  to the  rights  of any  class  or  series  of  stock  having a
preference  over the Common Stock as to dividends or upon  liquidation  to elect
additional directors under specified circumstances,  any director may be removed
from office,  but only for cause and only by the affirmative vote of the holders
of 80% of the  combined  voting  power of the then  outstanding  shares of stock
entitled to vote  generally in the election of directors,  voting  together as a
single class.

         Notwithstanding anything contained in this Certificate of Incorporation
to the  contrary,  the  affirmative  vote of the  holders of at least 80% of the
voting power of all shares of the Corporation  entitled to vote generally in the
election of directors,  voting together as a single class,  shall be required to
alter,  amend,  adopt any provision  inconsistent with or to repeal this Article
SEVENTH.

         EIGHTH.   Any  action   required  or  permitted  to  be  taken  by  the
stockholders  of the  Corporation  must be effected  at a duly called  annual or
special  meeting of  stockholders  of the Corporation and may not be effected by
any consent in writing by such stockholders. Except as otherwise required by law
and subject to the rights of the holders of any class or series of stock  having
a preference over the Common Stock as to dividends or upon liquidation,  special
meetings of  stockholders  of the Corporation may be called only by the Board of
Directors  pursuant to a resolution adopted by a majority of the total number of
authorized  directors  (whether or not there exist any  vacancies in  previously
authorized  directorships  at the time any such  resolution  is presented to the
Board for adoption).  Notwithstanding  anything contained in this Certificate of
Incorporation  to the contrary,  the affirmative vote of the holders of at least
80% of the  voting  power of all  shares  of the  Corporation  entitled  to vote
generally in the election of directors, voting together as a single class, shall
be required to alter, amend, adopt any provision  inconsistent with or to repeal
this Article EIGHTH.

         NINTH.  Whenever a compromise or arrangement  is proposed  between this
Corporation  and  its  creditors  or any  class  of  them  and/or  between  this
Corporation  and its  stockholders  or any class of them, any court of equitable
jurisdiction  within the State of Delaware may, on the  application in a summary
way of this  Corporation  or of any  creditor or  stockholder  thereof or on the
application of any receiver or receivers  appointed for this  Corporation  under
the  provisions  of  Section  291 of  Title  8 of the  Delaware  Code  or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this  Corporation  under the  provisions  of  Section  279 of Title 8 of the
Delaware Code, order a meeting of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of this  Corporation,  as the case may
be, to be summoned in such  manner as the said court  directs.  If a majority in
number  representing  three-fourths  in  value  of the  creditors  or  class  of
creditors,  and/or  of  the  stockholders  or  class  of  stockholders  of  this
Corporation,  as the case may be, agree to any compromise or arrangement  and to
any  reorganization  of this  Corporation as  consequence of such  compromise or
arrangement, the said compromise or arrangement and the said organization shall,
if  sanctioned  by the court to which the said  application  has been  made,  be
binding  on all  the  creditors  or  class  of  creditors,  and/or  on  all  the
stockholders or class of stockholders,  of this Corporation, as the case may be,
and also on this Corporation.

         TENTH.  (A)(1) In addition to any  affirmative  vote required by law or
this Certificate of Incorporation, and except as otherwise expressly provided in
Section B of this Article TENTH:

         (a) any merger or  consolidation  of the  Corporation or any Subsidiary
(as  hereinafter  defined) with (i) any Interested  Shareholder  (as hereinafter
defined)  or (ii) any other  corporation  (whether  or not itself an  Interested
Shareholder)  which  is, or after  such  merger  or  consolidation  would be, an
Affiliate (as hereinafter defined) of any Interested Shareholder; or

         (b) any sale,  lease,  exchange,  mortgage,  pledge,  transfer or other
disposition  (in one  transaction  or a series of  transactions)  to or with any
Interested  Shareholder  or any Affiliate of any  Interested  Shareholder of any
assets of the  Corporation  or any  Subsidiary  having an aggregate  Fair Market
Value of $50,000,000 or more; or

         (c) the issuance or transfer by the  Corporation  or any Subsidiary (in
one  transaction  or  a  series  of  transactions)  of  any  securities  of  the
Corporation or any Subsidiary to any Interested  Shareholder or any Affiliate of
any Interested  Shareholder  in exchange for cash,  securities or other property
(or a combination  thereof) having an aggregate Fair Market Value of $50,000,000
or more; or

     (d) the adoption of any plan or proposal for the liquidation or dissolution
of the Corporation proposed by or on behalf of an Interested  Shareholder or any
Affiliate of any Interested Shareholder; or

         (e) any  reclassification  of securities  (including  any reverse stock
split), or recapitalization  of the Corporation,  or any merger or consolidation
of the  Corporation  with  any  of its  Subsidiaries  or any  other  transaction
(whether or not with or into or otherwise  involving an Interested  Shareholder)
which has the effect,  directly or indirectly,  of increasing the  proportionate
share of the outstanding shares of any class of equity or convertible securities
of the  Corporation or any Subsidiary  which is directly or indirectly  owned by
any Interested Shareholder or any Affiliate of any Interested Shareholder;

shall require the affirmative  vote of the holders of at least 80 percent of the
voting power of the then outstanding  shares of capital stock of the Corporation
entitled to vote  generally in the election of directors  (the "Voting  Stock"),
voting together as a single class (it being understood that for purposes of this
Article  TENTH,  each share of the Voting  Stock  shall have the number of votes
granted to it pursuant to Article FOURTH of this Certificate of  Incorporation).
Such  affirmative vote shall be required  notwithstanding  the fact that no vote
may be required, or that a lesser percentage may be specified,  by law or in any
agreement with any national securities exchange or otherwise.

         (2) The term "Business Combination" as used in this Article TENTH shall
mean any  transaction  which is  referred  to in any one or more of clauses  (a)
through (e) of paragraph (1) of this Section A.

         (B) The  provisions  of Section A of this  Article  TENTH  shall not be
applicable to any particular Business Combination, and such Business Combination
shall  require  only such  affirmative  vote as is required by law and any other
provision  of  this  Certificate  of  Incorporation,  if all  of the  conditions
specified in either of the following paragraphs (1) and (2) are met:

         (1) The Business  Combination shall have been approved by a majority of
the Disinterested Directors (as hereinafter defined).

         (2)      All of the following conditions shall have been met:

         (a) The  aggregate  amount  of the cash and the Fair  Market  Value (as
hereinafter  defined)  as of the  date  of  the  consummation  of  the  Business
Combination of consideration other than cash to be received per share by holders
of Common  Stock in such  Business  Combination  shall be at least  equal to the
higher of the following:

                           (i) (if  applicable)  the  highest  per  share  price
         (including  any brokerage  commissions,  transfer  taxes and soliciting
         dealers'  fees) paid by the  Interested  Shareholder  for any shares of
         Common Stock acquired by it (1) within the two-year period  immediately
         prior to the first public  announcement of the proposal of the Business
         Combination  (the  "Announcement  Date") or (2) in the  transaction  in
         which it became an Interested Shareholder, whichever is higher; and

                           (ii) the Fair Market  Value per share of Common Stock
         on the  Announcement  Date  or on the  date  on  which  the  Interested
         Shareholder  became an  Interested  Shareholder  (such  latter  date is
         referred  to in  this  Article  TENTH  as  the  "Determination  Date"),
         whichever is higher.

         (b) The  aggregate  amount of the cash and the Fair Market  Value as of
the date of the consummation of the Business  Combination of consideration other
than cash to be  received  per share by holders of shares of any other  class of
outstanding Voting Stock shall be at least equal to the highest of the following
(it being  intended  that the  requirements  of this  Paragraph  (2)(b) shall be
required to be met with  respect to every  class of  outstanding  Voting  Stock,
whether or not the Interested  Shareholder has previously acquired any shares of
a particular class of Voting Stock):

                           (i) (if  applicable)  the  highest  per  share  price
         (including  any brokerage  commissions,  transfer  taxes and soliciting
         dealers'  fees) paid by the  Interested  Shareholder  for any shares of
         such class of Voting  Stock  acquired  by it (1)  within  the  two-year
         period  immediately  prior  to  the  Announcement  Date  or  (2) in the
         transaction in which it became an Interested Shareholder,  whichever is
         higher;

                           (ii) (if applicable) the highest  preferential amount
         per share to which the holders of shares of such class of Voting  Stock
         are entitled in the event of any voluntary or involuntary  liquidation,
         dissolution or winding up of the Corporation; and

                           (iii) the Fair  Market  Value per share of such class
         of Voting Stock on the Announcement Date or on the Determination  Date,
         whichever is higher.

         (c) The  consideration  to be received by holders of a particular class
of outstanding  Voting Stock (including Common Stock) shall be in cash or in the
same form as the Interested  Shareholder  has previously paid for shares of such
class of Voting Stock. If the Interested  Shareholder has paid for shares of any
class  of  Voting  Stock  with  varying  forms  of  consideration,  the  form of
consideration  for such class of Voting  Stock  shall be either cash or the form
used to  acquire  the  largest  number of shares of such  class of Voting  Stock
previously  acquired by it. The price  determined in accordance  with Paragraphs
(2)(a) and (b) of this Section B shall be subject to  appropriate  adjustment in
the event of any stock dividend,  stock split,  combination of shares or similar
event.

         (d)  After  such  Interested   Shareholder  has  become  an  Interested
Shareholder  and prior to the  consummation  of such Business  Combination:  (i)
except as  approved by a majority of the  Disinterested  Directors,  there shall
have been no failure to declare and pay at the regular  date  therefor  any full
quarterly  dividends  (whether or not cumulative) on the  outstanding  Preferred
Stock;  (ii)  there  shall  have been (1) no  reduction  in the  annual  rate of
dividends  paid  on the  Common  Stock  (except  as  necessary  to  reflect  any
subdivision  of the Common  Stock),  except as  approved  by a  majority  of the
Disinterested Directors, and (2) an increase in such annual rate of dividends as
necessary to reflect any  reclassification  (including any reverse stock split),
recapitalization, reorganization or any similar transaction which has the effect
of reducing the number of  outstanding  shares of the Common  Stock,  unless the
failure so to  increase  such  annual  rate is  approved  by a  majority  of the
Disinterested  Directors;  and (iii) such Interested  Shareholder shall have not
become the beneficial  owner of any additional  shares of Voting Stock except as
part of the transaction which results in such Interested Shareholder becoming an
Interested Shareholder.

         (e)  After  such  Interested   Shareholder  has  become  an  Interested
Shareholder,  such Interested  Shareholder  shall not have received the benefit,
directly or indirectly (except proportionately as a stockholder),  of any loans,
advances,  guarantees,  pledges or other financial assistance or any tax credits
or other tax advantages provided by the Corporation,  whether in anticipation of
or in connection with such Business Combination or otherwise.

         (f) A proxy or information  statement  describing the proposed Business
Combination and complying with the  requirements of the Securities  Exchange Act
of 1934 and the rules and regulations  thereunder (or any subsequent  provisions
replacing such Act, rules or regulations) shall be mailed to public stockholders
of the  Corporation at least 30 days prior to the  consummation of such Business
Combination  (whether or not such proxy or information  statement is required to
be mailed pursuant to such Act or subsequent provisions).

(C)      For the purposes of this Article TENTH:

     (1) A  "person"  shall  mean any  individual,  firm,  corporation  or other
entity.

     (2)  "Interested  Shareholder"  shall  mean  any  person  (other  than  the
Corporation or any Subsidiary) who or which:

     (a) is the  beneficial  owner,  directly  or  indirectly,  of more than ten
percent of the voting power of the outstanding Voting Stock; or

         (b) is an  Affiliate  of the  Corporation  and at any time  within  the
two-year  period  immediately  prior to the date in question was the  beneficial
owner, directly or indirectly, of ten percent or more of the voting power of the
then outstanding Voting Stock; or

         (c) is an  assignee  of or has  otherwise  succeeded  to any  shares of
Voting Stock which were at any time within the two-year period immediately prior
to the date in question  beneficially owned by any Interested  Shareholders,  if
such assignment or succession shall have occurred in the course of a transaction
or series of transactions  not involving a public offering within the meaning of
the Securities Act of 1933.

         (3)      A person shall be a "Beneficial Owner" of any Voting Stock:

     (a)  which  such  person  or  any  of  its  Affiliates  or  Associates  (as
hereinafter defined) beneficially owns, directly or indirectly; or

         (b) which such person or any of its  Affiliates or  Associates  has (i)
the right to acquire  (whether  such right is  exercisable  immediately  or only
after  the  passage  of  time),  pursuant  to  any  agreement,   arrangement  or
understanding  or upon the  exercise  of  conversion  rights,  exchange  rights,
warrants or options,  or  otherwise,  or (ii) the right to vote  pursuant to any
agreement, arrangement or understanding; or

         (c) which are beneficially owned, directly or indirectly,  by any other
person with which such person or any of its  Affiliates  or  Associates  has any
agreement,  arrangement or understanding for the purpose of acquiring,  holding,
voting or disposing of any shares of Voting Stock.

         (4) For the purposes of  determining  whether a person is an Interested
Shareholder pursuant to Paragraph (2) of this Section C, the number of shares of
Voting  Stock deemed to be  outstanding  shall not include  shares  deemed owned
through application of Paragraph (3) of this Section C but shall not include any
other  shares of Voting Stock which may be issuable  pursuant to any  agreement,
arrangement or understanding,  or upon exercise of conversion rights, warranties
or options, or otherwise.

         (5)  "Affiliate"  or  "Associate"  shall have the  respective  meanings
ascribed to such terms in Rule 12b-2 of the General Rules and Regulations  under
the Securities Exchange Act of 1934, as in effect on February 19, 1985.

         (6) "Subsidiary" means any corporation of which a majority of any class
of equity  security  is  owned,  directly  or  indirectly,  by the  Corporation;
provided,  however,  that  for the  purposes  of the  definition  of  Interested
Shareholder set forth in Paragraph (2) of this Section C, the term  "Subsidiary"
shall  mean  only a  corporation  of which a  majority  of each  class of equity
security is owned, directly or indirectly, by the Corporation.

         (7) "Disinterested Director" means any member of the Board of Directors
of the  Corporation  (the  "Board")  who is  unaffiliated  with  the  Interested
Shareholder  and was a member of the Board prior to the time that the Interested
Shareholder   became  an  Interested   Shareholder,   and  any  successor  of  a
Disinterested  Director who is unaffiliated with the Interested  Shareholder and
is   recommended  to  succeed  a   Disinterested   Director  by  a  majority  of
Disinterested Directors then on the Board.

         (8) "Fair Market  Value" means:  (a) in the case of stock,  the highest
closing sale price during the 30-day  period  immediately  preceding the date in
question  of a share of such  stock  on the  Composite  Tape for New York  Stock
Exchange-Listed  Stocks,  or, if such stock is not quoted on the Composite Tape,
on the New  York  Stock  Exchange,  or,  if such  stock  is not  listed  on such
Exchange,  on the principal United States securities  exchange  registered under
the Securities  Exchange Act of 1934 on which such stock is listed,  or, if such
stock is not listed on any such exchange, the highest closing bid quotation with
respect to a share of such stock during the 30-day period  preceding the date in
question on the National  Association  of  Securities  Dealers,  Inc.  Automated
Quotations  System  or any  system  then in use,  or if no such  quotations  are
available,  the fair  market  value on the date in  question  of a share of such
stock as determined by the Board in good faith;  and (b) in the case of property
other than cash or stock,  the fair market value of such property on the date in
question as determined by the Board in good faith.

         (9) In the event of any Business  Combination in which the  Corporation
survives,  the phrase "other consideration to be received" as used in Paragraphs
(2)(a) and (b) of Section B of this  Article  TENTH shall  include the shares of
Common  Stock and/or the shares of any other class of  outstanding  Voting Stock
retained by the holders of such shares.

         (D) A majority of the directors of the Corporation shall have the power
and duty to determine  for the purposes of this Article  TENTH,  on the basis of
information known to them after reasonable  inquiry,  (1) whether a person is an
Interested  Shareholder,  (2) the number of shares of Voting Stock  beneficially
owned by any  person  (3)  whether  a person is an  Affiliate  or  Associate  of
another,  (4)  whether the assets are the  subject to any  Business  Combination
have,  or the  consideration  to be  received  for the  issuance  or transfer of
securities by the Corporation or any Subsidiary in any Business Combination has,
an  aggregate  Fair  Market  Value of  $50,000,000  or more.  A majority  of the
directors of the  Corporation  shall have the further  power to interpret all of
the terms and provisions of this Article TENTH.

         (E) Nothing  contained  in this  Article  TENTH shall be  construed  to
relieve any Interested Shareholder from any fiduciary obligation imposed by law.

         (F)  Notwithstanding  any  other  provisions  of  this  Certificate  of
Incorporation  or the By-Laws of the Corporation (and  notwithstanding  the fact
that  a  lesser  percentage  may  be  specified  by  law,  this  Certificate  of
Incorporation  or the By-Laws of the  Corporation),  the affirmative vote of the
holders of 80% or more of the  outstanding  Voting Stock,  voting  together as a
single  class,  shall  be  required  to  alter,   amend,  adopt  any  provisions
inconsistent with or to repeal this Article TENTH.

         ELEVENTH.  (A) A director of the  Corporation  shall not be  personally
liable to the Corporation or its stockholders for monetary damages for breach of
fiduciary  duty as a director,  except for  liability  (i) for any breach of the
director's duty of loyalty to the Corporation or its stockholders, (ii) for acts
or omissions  not in good faith or which  involve  intentional  misconduct  or a
knowing  violation  of law,  (iii)  under  Section 174 of the  Delaware  General
Corporation  Law, or (iv) for any transaction from which the director derived an
improper personal benefit.

         (B)(1)  Each person who was or is made a party or is  threatened  to be
made a party to or is involved in any action, suit or proceeding, whether civil,
criminal,  administrative  or  investigative  (hereinafter a  "proceeding"),  by
reason of the fact that such person,  or another  person for whom such person is
the legal representative,  is or was a director,  officer,  employee or agent of
the  Corporation  or is or was  serving at the request of the  Corporation  as a
director, officer, employee or agent of another corporation or of a partnership,
joint  venture,  trust or other  enterprise,  including  service with respect to
employee  benefit plans,  whether the basis of such proceeding is alleged action
in an  official  capacity as a  director,  officer,  employee or agent or in any
other capacity while serving as a director, officer, employee or agent, shall be
indemnified  and  held  harmless  by  the  Corporation  to  the  fullest  extent
authorized by the Delaware  General  Corporation  Law, as the same exists or may
hereafter be amended (but, in the case of any such amendment, only to the extent
that such amendment  permits the Corporation to provide broader  indemnification
rights  than  said  law  permitted  the  Corporation  to  provide  prior to such
amendment),  against all expense, liability and loss (including attorneys' fees,
judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid
in  settlement)  reasonably  incurred or  suffered by such person in  connection
therewith and such indemnification  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;  provided,  however,  that,
except as provided in Section (B),  paragraph (2) hereof,  the Corporation shall
indemnify  any  such  person  seeking   indemnification  in  connection  with  a
proceeding  (or part thereof)  initiated by such person only if such  proceeding
(or part thereof) was  authorized by the board of directors of the  Corporation.
The right to indemnification conferred in this Section shall be a contract right
and shall include the right to be paid by the Corporation the expenses  incurred
in defending any such proceeding in advance of its final disposition;  provided,
however,  that, if the Delaware General Corporation Law requires, the payment of
such expenses  incurred by a director or officer in such person's  capacity as a
director or officer  (and not in any other  capacity in which  service was or is
rendered  by such  person  while  a  director  or  officer,  including,  without
limitation  service  to an  employee  benefit  plan)  in  advance  of the  final
disposition of a proceeding, shall be made only upon delivery to the Corporation
of an  undertaking,  by or on behalf of such  director or officer,  to repay all
amounts so advanced if it shall  ultimately be determined  that such director or
officer is not entitled to be indemnified under this Section or otherwise.

         (2) If a  claim  under  Section  (B),  paragraph  (1) of  this  Article
Eleventh  is not paid in full by the  Corporation  within  thirty  days  after a
written claim has been received by the Corporation, the claimant may at any time
thereafter  bring suit against the  Corporation  to recover the unpaid amount of
the claim and, if successful in whole or in part, the claimant shall be entitled
to be paid also the expense of prosecuting  such claim. It shall be a defense to
any such action  (other than an action  brought to enforce a claim for  expenses
incurred in defending any proceeding in advance of its final  disposition  where
the  required  undertaking,  if  any  is  required,  has  been  tendered  to the
Corporation)  that the claimant has not met the  standards of conduct which make
is permissible under the Delaware General Corporation Law for the Corporation to
indemnify  the claimant for the amount  claimed,  but the burden of proving such
defense  shall be on the  Corporation.  Neither the  failure of the  Corporation
(including  its  Board  of  Directors,   independent   legal  counsel,   or  its
stockholders)  to have made a  determination  prior to the  commencement of such
action  that  indemnification  of the  claimant  is proper in the  circumstances
because the claimant has met the applicable standard of conduct set forth in the
Delaware General Corporation Law, nor an actual determination by the Corporation
(including  its  Board  of  Directors,   independent   legal  counsel,   or  its
stockholders) that the claimant has not met such applicable standard or conduct,
shall be a defense to the action or create a  presumption  that the claimant has
not met the applicable standard of conduct.

         (3) The right to  indemnification  and the payment of expenses incurred
in defending a proceeding in advance of its final disposition  conferred in this
Article  Eleventh shall not be exclusive of any other right which any person may
have or hereafter  acquire under any statute,  provision of this  Certificate of
Incorporation,   By-Law,   agreement,  vote  of  stockholders  of  disinterested
directors or otherwise.

         (4) The Corporation may maintain insurance,  at its expense, to protect
itself  and any  director,  officer,  employee  or agent of the  Corporation  or
another  corporation,  partnership,  joint  venture,  trust or other  enterprise
against any such  expense,  liability  or loss,  whether or not the  Corporation
would have the power to indemnify such person against such expense, liability or
loss under the Delaware General Corporation Law.

     II. The capital of the  corporation  will not be reduced under or by reason
of this Restated Certificate of Incorporation.

         III. In accordance  with Section 245(b) of the General  Corporation Law
of the State of Delaware, the Restated Certificate of Incorporation of Providian
Corporation  was duly approved by the Board of Directors of the Corporation at a
meeting duly held on November 6, 1996.

         IV. The Restated Certificate of Incorporation of Providian  Corporation
set forth above only  restates  and  integrates  and does not further  amend the
Certificate of Incorporation of Providian Corporation as heretofore amended, and
there is no  discrepancy  between  those  provisions  and the  provisions of the
restated certificate.

         IN WITNESS  WHEREOF,  this  Certificate  is made under the seal of said
Providian Corporation and signed by Irving W. Bailey, II, its Chairman and Chief
Executive Officer,  and attested by R. Michael Slaven, its Assistant  Secretary,
this 21st day of November, 1996.



     /s/ Irving W. Bailey II Irving W. Bailey,  II
          Chairman and Chief Executive Officer


[Corporate Seal]


ATTEST:


/s/ R. Michael Slaven
R. Michael Slaven
Assistant Secretary


STATE OF KENTUCKY          )
                                            )  SS
COUNTY OF JEFFERSON        )

         BE IT REMEMBERED  that on this 21st day of November,  1996,  personally
came  before  me, a Notary  Public in and for the State  and  County  aforesaid,
Irving  W.  Bailey,  II,  Chairman  and Chief  Executive  Officer  of  Providian
Corporation,  a corporation of the State of Delaware,  the Corporation described
in, and the seal of which is affixed to the foregoing  Restated  Certificate  of
Incorporation  known to me  personally  to be such,  and he, the said  Irving W.
Bailey,  II, as such Chairman and Chief  Executive  Officer,  duly executed said
certificate   before  me  and   acknowledged   said  Restated   Certificate   of
Incorporation  to be his act and deed and the act and deed of such  Corporation;
that the signatures of the said Chairman and Chief  Executive  Officer and of R.
Michael  Slaven,  Assistant  Secretary of said  Corporation,  to said  foregoing
certificate  are in the  handwriting  of the said  Chairman and Chief  Executive
Officer and Assistant Secretary of said Corporation,  respectively, and the seal
affixed  to said  Restated  Certificate  of  Incorporation  is the  seal of said
Corporation.

         IN WITNESS WHEREOF,  I have hereunto set my hand and seal of office the
day and year aforesaid.


                                            /s/ Debbie H. Davis
                                       Notary Public, State-at-Large, Kentucky

                         My Commission Expires: 5/10/97

[Notarial Seal]