<PAGE>1
                                                 Exhibit A


                          ARTICLES OF AMENDMENT AND
                     RESTATED ARTICLES OF INCORPORATION
                                     OF
                    LOUISVILLE GAS AND ELECTRIC COMPANY


       
       "FIRST.  The corporate name is

                   LOUISVILLE GAS AND ELECTRIC COMPANY.

       SECOND.  The mailing address of the principal office of
Louisville Gas and Electric Company (herein, the "Company")
is 220 West Main Street, P. O. Box 32010, Louisville,
Jefferson County, Kentucky 40232. 

       THIRD.        The address of the registered office of
the Company is 220 West Main Street, P. O. Box 32010,
Louisville, Kentucky, 40232, and the name of the Company's
registered agent at that office is John R. McCall.

       FOURTH.     The purpose of the Company is the
transaction of any or all lawful business for which
corporations may be incorporated under the Business
Corporation Law of Kentucky, as amended.

       FIFTH.  The Capital stock of the Company shall be
divided into (a) one million, seven hundred twenty thousand
(1,720,000) shares of Preferred Stock of the par value of
$25 each, (b) six million, seven hundred fifty thousand
(6,750,000) shares of Preferred Stock (without par value)
(the aggregate stated value thereof not to exceed
$225,000,000), and (c) seventy-five million (75,000,000)
shares of Common Stock without par value.  The Preferred
Stock and Preferred Stock (without par value) shall be
issued in series having the preferences, rights,
qualifications and restrictions hereinafter provided for.

       PREFERRED STOCK AND PREFERRED STOCK (WITHOUT PAR VALUE)

       (1)            In addition to the series of Cumulative
Preferred Stock, described in paragraphs (10) through (13)
hereof, the Board of Directors is hereby authorized, subject
to and in accordance with the provisions of paragraphs (1)
through (9), inclusive, to cause Preferred Stock (without
par value) to be issued in series, each such series to have
such variations in respect thereof as may be determined by
the Board of Directors prior to the issuance thereof.

       The shares of the Preferred Stock of different series
may vary as to:

               (a)           The distinctive serial designations and
       number of shares of such series;
<PAGE>2
               (b)           The rate of dividends (within such
       limits as shall be permitted by law not exceeding 8% per
       annum) payable on the shares of the particular series;

               (c)           The prices (not less than the amount
       limited by law) and terms upon which the shares of the
       particular series may be redeemed; and

               (d)           The amount or amounts which shall be
       paid to the holders of the shares of particular series
       in case of voluntary or involuntary dissolution or any
       distribution of assets.

       The shares of the Preferred Stock (without par value) of
different series may vary as to:

               (a)           The distinctive serial designations
       and number of shares of such series;

               (b)           The stated value thereof;

               (c)           The rate or rates of dividends (within
       such limits as shall be permitted by law) payable on the
       shares of the particular series, which may be expressed
       in terms of a formula or other method by which such rate
       or rates shall be calculated from time to time, and the
       dividend periods, including the date or dates on which
       dividends are payable;

               (d)           The prices (not less than the amount
       limited by law) and terms (including sinking fund
       provisions) upon which the shares of the particular
       series may be redeemed; and

               (e)           The amount or amounts which shall
       be paid to the holders of the shares of the particular
       series in case of voluntary or involuntary dissolution
       or any distribution of assets.

       The shares of all series of Preferred Stock and
       Preferred Stock (without par value) shall in all other
       respects be identical, except that the Preferred Stock
       (without par value) shall not have the voting rights of
       the Preferred Stock provided by paragraph 9(A) hereof.
<PAGE>3
       (2)            The holders of each series of the Preferred Stock
and the Preferred Stock (without par value) at the time
outstanding shall be entitled, pari passu, with the holders
of every other series of the Preferred Stock and the
Preferred Stock (without par value), to receive, but only
when and as declared by the Board of Directors, out of funds
legally available for the payment of dividends, cumulative
preferential dividends, at the dividend rate or rates for
the particular series fixed therefor as herein provided,
payable on such dates or for such period or periods as may
be specified by the Board of Directors at the time of
establishment of such series, to shareholders of record on
the respective dates, not exceeding thirty (30) days
preceding such dividend payment dates, fixed for the purpose
by the Board of Directors.  No dividends shall be declared
on any series of the Preferred Stock or the Preferred Stock
(without par value) in respect of any dividend period unless
there shall likewise be declared on all shares of all other
series of the Preferred Stock and the Preferred Stock
(without par value) at the time outstanding, like
proportionate dividends, ratably, in proportion to the
respective dividend rates fixed therefor, in respect of the
same dividend period, to the extent that such shares are
entitled to receive dividends for such dividend period.  The
dividends on shares of all series of the Preferred Stock and
the Preferred Stock (without par value) shall be cumulative. 
In the case of all shares of each particular series, the
dividends on shares of such series shall be cumulative from
the date of issue thereof unless the Board of Directors at
the time of establishing such series specifies that such
dividends shall be cumulative from the first day of the
current dividend period in which shares of such series shall
have been issued, so that unless dividends on all
outstanding shares of each series of the Preferred Stock and
the Preferred Stock (without par value), at the dividend
rate or rates and from the dates for accumulation thereof
fixed as herein provided shall have been paid for all past
dividend periods, but without interest on cumulative
dividends, no dividends shall be paid or declared and no
other distribution shall be made on the Common Stock and no
Common Stock shall be purchased or otherwise acquired for
value.  The holders of the Preferred Stock and the Preferred
Stock (without par value) of any series shall not be
entitled to receive any dividends thereon other than the
dividends referred to in this paragraph (2).

       (3)            The Company, by action of its Board of Directors,
may redeem the whole or any part of any series of the
Preferred Stock or the Preferred Stock (without par value),
at any time or from time to time, by paying in cash the
redemption price of the shares of the particular series,
fixed therefor as herein
<PAGE>4
provided, together with a sum in the case of each share of
each series so to be redeemed, computed at the dividend rate
or rates for the series of which the particular share is a
part, from the date from which dividends on such share
became cumulative to the date fixed for such redemption,
less the aggregate of the dividends theretofore or on such
redemption date paid thereon.  Notice of every such
redemption shall be given (i) at such time, in such form and
in such manner as may have been determined and fixed for
each series of Preferred Stock and Preferred Stock (without
par value) at the time of establishment of such series or
(ii) if such matters shall not have been so fixed by the
Board of Directors, by publication at least once in one
daily newspaper printed in the English language and of
general circulation in Louisville, Kentucky, the first
publication in such newspaper to be at least thirty (30)
days prior to the date fixed for such redemption, and at
least thirty (30) days' previous notice of every such
redemption shall also be mailed to the holders of record of
the shares of the Preferred Stock or the Preferred Stock
(without par value) so to be redeemed, at their respective
addresses as the same shall appear on the books of the
Company; but no failure to mail such notice nor any defect
therein or in the mailing thereof shall affect the validity
of the proceedings for the redemption of any shares of the
Preferred Stock or the Preferred Stock (without par value)
so to be redeemed.  In case of redemption of part only of
any series of the Preferred Stock or the Preferred Stock
(without par value) at the time outstanding, the Board of
Directors shall fix and determine the stock to be so
redeemed either by lot or by redemption pro rata or by
designation of particular shares for redemption or in any
other manner the Board of Directors may see fit.  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, the shares of the Preferred Stock or the
Preferred Stock (without par value) shall be redeemed from
time to time.  If such notice of redemption shall have been
duly given and if on or before the redemption date specified
in such notice all funds necessary for such redemption shall
have been set aside by the Company, separate and apart from
its other funds, in trust for the account of the holders of
the shares to be redeemed, so as to be and continue to be
available therefor, then, notwithstanding that any
certificate for such shares so called for redemption shall
not have been surrendered for cancellation, from and after
the date fixed for redemption, the shares represented
thereby shall no longer be deemed outstanding, the right to
receive dividends thereon shall cease to accrue and all
rights with respect to such shares so called for redemption
shall forthwith on such redemption date cease and terminate,
except only the right of the holders thereof to receive out
of the funds so set aside in trust, the amount payable upon
redemption thereof, without interest; provided, however,
that the Company may, after giving notice of any such
redemption as hereinbefore provided or after
<PAGE>5
giving to the bank or trust company hereinafter referred to
irrevocable authorization to give such notice, and at any
time prior to the redemption date specified in such notice,
deposit in trust, for the account of the holders of the
shares to be redeemed, so as to be and continue to be
available therefor, funds necessary for such redemption with
a bank or trust company in good standing, organized under
the laws of the United States of America or of the
Commonwealth of Kentucky or of the State of New York doing
business in the City of Louisville, or in the Borough of
Manhattan, the City of New York, and having capital, surplus
and undivided profits aggregating at least $1,000,000,
designated in such notice of redemption, and, upon such
deposit in trust, all shares with respect to which such
deposit shall have been made shall no longer be deemed to be
outstanding, and all rights with respect to such shares
shall forthwith cease and terminate, except only the right
of the holders thereof to receive at any time from and after
the date of such deposit, the amount payable upon the
redemption thereof, without interest.

       (4)            Before any amount shall be paid to,
or any assets distributed among, the holders of the Common
Stock or any other stock ranking junior to the Preferred
Stock and the Preferred Stock (without par value) of each
series, upon any liquidation, dissolution or winding up of
the Company, and after paying or providing for the payment
of all creditors of the Company, the holders of each series
of the Preferred Stock and the Preferred Stock (without par
value) at the time outstanding shall be entitled, pari
passu, with the holders of every other series of the
Preferred Stock and the Preferred Stock (without par value),
to be paid in cash the amount for the particular series
fixed therefor as herein provided, together with a sum in
the case of each share of each series, computed at the
dividend rate or rates for the series of which the
particular share is a part, from the date from which
dividends on such share became cumulative to the date fixed
for the payment of such distributive amount, less the
aggregate of the dividends theretofore or on such date paid
thereon; but no payments on account of such distributive
amounts shall be made to the holders of any series of the
Preferred Stock or the Preferred Stock (without par value)
unless there shall likewise be paid at the same time to the
holders of each other series of the Preferred Stock and the
Preferred Stock (without par value) at the time outstanding,
like proportionate distributive amounts, ratably, in
proportion to the full distributive amounts to which they
are respectively entitled as herein provided.  The holders
of the Preferred Stock and the Preferred Stock (without par
value) of any series shall not be entitled to receive any
amounts with respect thereto upon any liquidation,
dissolution or winding up of the Company other than as
provided in this paragraph.  Neither the consolidation or
merger of the Company with any other corporation or
corporations, nor the sale or transfer by the Company of all
or any part of its assets, shall be deemed to be a
liquidation, dissolution or winding up of the Company.
<PAGE>6
       (5)            Whenever the full dividends on all
series of the Preferred Stock and the Preferred Stock
(without par value) at the time outstanding for all past
dividend periods shall have been paid or declared and set
apart for payment, then such dividends as may be determined
by the Board of Directors may be declared and paid on the
Common Stock or any other stock ranking junior to the
Preferred Stock and the Preferred Stock (without par value)
of each series, but only out of funds legally available for
the payment of dividends; provided, however, that no
dividend shall be declared or paid and no other
distributions shall be made on the Common Stock or on any
such other stock and no shares of the Common Stock or of any
such other stock shall be purchased or otherwise acquired
for value out of capital surplus arising from a reduction in
capital.

       (6)            In the event of any liquidation,
dissolution or winding up of the Company, all assets and
funds of the Company remaining after paying or providing for
the payment of all creditors of the Company and after paying
or providing for the payment to the holders of all series of
the Preferred Stock and the Preferred Stock (without par
value) of the full distributive amounts to which they are
respectively entitled as herein provided, shall be divided
among and paid to the holders of the Common Stock or any
other stock ranking junior to the Preferred Stock and the
Preferred Stock (without par value) of each series,
according to their respective rights and interests.

       (7)            (A)           So long as any shares
of the Preferred Stock or the Preferred Stock (without par
value) of any series are outstanding, the Company shall not,
without the affirmative vote or written consent of the
holders of at least two-thirds of the total number of shares
of such Preferred Stock and Preferred Stock (without par
value) then outstanding:

                      Amend, alter, change or repeal any of the
               express terms of any series of the Preferred
               Stock or the Preferred Stock (without par
               value) then outstanding in a manner
               prejudicial to the holders thereof; provided,
               however, that if any such amendment,
               alteration, change or repeal shall be
               prejudicial to the holders of one or more,
               but not all, of the series of Preferred Stock
               or the Preferred Stock (without par value) at
               the time outstanding, only such consent of
               the holders of two-thirds of the total number
               of shares of all series so affected shall be
               required.

                      (B)           So long as any shares of
the Preferred Stock or the Preferred Stock (without par
value) of any series are outstanding, the Company shall not,
without the affirmative vote or written consent of the
holders of a majority of the total number of shares of such
Preferred Stock and Preferred Stock (without par value) then
outstanding:
<PAGE>7
                      (a)           Create or authorize any
       class of stock ranking prior to or (other than a series
       of the 1,720,000 authorized shares of Preferred Stock or
       6,750,000 authorized shares of Preferred Stock (without
       par value)) ranking on a parity with any series of the
       Preferred Stock and the Preferred Stock (without par
       value) as to dividends or distributions, or create or
       authorize any obligation or security convertible into
       shares of stock of any such class; or
                      
                      (b)           Issue, sell or otherwise
       dispose of any shares of the Preferred Stock or the
       Preferred Stock (without par value), or of any class of
       stock ranking prior to or on a parity with the Preferred
       Stock and the Preferred Stock (without par value) of
       each series as to dividends or distributions, unless the
       net income of the Company, determined in accordance with
       generally accepted accounting practices, to be available
       for the payment of dividends on the Preferred Stock, the
       Preferred Stock (without par value) and any class of
       stock ranking prior thereto or on a parity therewith as
       aforesaid, for a period of twelve (12) consecutive
       calendar months within the fifteen (15) calendar months
       immediately preceding the issuance, sale or disposition
       of such stock, is at least equal to twice the annual
       dividend requirements on the entire amount of all
       Preferred Stock, all Preferred Stock (without par
       value), and of all such other classes of stock ranking
       prior thereto or on a parity therewith, as to dividends
       or distributions to be outstanding immediately after the
       issuance, sale of disposition of such additional shares;
       provided that for purposes of calculating the annual
       dividend requirements applicable to any series of
       Preferred Stock (without par value) proposed to be
       issued which will have dividends determined according to
       an adjustable, floating or variable rate, the dividend
       rate used shall be the higher of (1) the dividend rate
       applicable to such series of Preferred Stock (without
       par value) on the date of such calculation or (2) the
       average dividend rate payable on all series of Preferred
       Stock and Preferred Stock (without par value) during the
       twelve month period immediately preceding the date of
       such calculation; provided further that for purposes of
       calculating the annual dividend requirements applicable
       to any series of Preferred Stock (without par value)
       outstanding at the date of such proposed issue and
       having dividends determined according to an adjustable,
       floating or variable rate, the dividend rate used shall
       be: (1) if such series of Preferred Stock (without par
       value) has been outstanding for at least twelve months,
       the actual amount of dividends paid on account of such
       series of Preferred Stock (without par value) for the
       twelve-month period immediately preceding the date of
       such calculation, or (2) if such series of Preferred
       Stock (without par value) has been outstanding for less
       than twelve months, the average dividend rate payable on
       such series of Preferred Stock (without par value)
       during the period immediately preceding the date of such
       calculation; or
<PAGE>8
                      (c)           Merge or consolidate with
       or into any other corporation or corporations, unless
       such merger or consolidation, or the issuance or
       assumption of all securities, to be issued or assumed in
       connection with any such merger or consolidation, shall
       have been ordered, approved, or permitted by the
       Securities and Exchange Commission under the provisions
       of the Public Utility Holding Company Act of 1935 or by
       any successor commission or regulatory authority of the
       United States of America having jurisdiction in the
       premises; provided that the provisions of this clause
       (c) shall not apply to a purchase or other acquisition
       by the Company of franchises or assets of another
       corporation in any manner which does not involve a
       merger or consolidation.

       (C)            So long as any shares of the Preferred
Stock or Preferred Stock (without par value) of any series
are outstanding, the Company shall not without written
consent of the holders of a majority of the total number of
shares of such Preferred Stock and Preferred Stock (without
par value) then outstanding or, in the alternative and
subject to the proviso hereinafter set forth in this
subdivision 7(C), the affirmative vote of the holders of a
majority of the total number of the shares of such Preferred
Stock and Preferred Stock (without par value) which are
represented, by the attendance of the holders thereof in
person or by proxy, at a meeting duly called for the
purpose:

               Issue or assume any unsecured notes, debentures or
       other securities representing unsecured indebtedness for
       any purpose other than (1) the refunding of outstanding
       unsecured securities theretofore issued or assumed by
       the Company, (2) the financing of pollution control
       facilities (as defined in the Internal Revenue Code, as
       amended or as hereafter amended, and the regulations and
       rulings thereunder) through the issuance or assumption
       of unsecured notes, debentures or other securities
       representing unsecured indebtedness the receipt of
       interest on which is exempt from federal income tax at
       the time of such issuance or assumption, or (3) the
       redemption or other retirement of outstanding shares of
       one or more series of the Preferred Stock or Preferred
       Stock (without par value) if, immediately after such
       issuance or assumption, the total principal amount of
       all unsecured notes, debentures or other unsecured
       securities representing unsecured indebtedness issued or
       assumed by the Company and then outstanding (including
       unsecured securities then to be issued or assumed but
       excluding unsecured securities theretofore consented to
       by the holders of such Preferred Stock and Preferred
       Stock (without par value)) will exceed 20% of the sum of
       (i) the total principal amount of all bonds or other
       securities representing secured indebtedness issued or
       assumed by the Company and then to be outstanding, and
       (ii) the capital and surplus of the Company as then to
       be stated on the books of account of the Company.
<PAGE>9
               Provided, however, that if, at any such meeting, at
       least one-third of all shares of such Preferred Stock
       and Preferred Stock (without par value) then outstanding
       shall be voted against the action then proposed, of the
       character aforesaid, such action may be taken only with
       the affirmative vote of a majority of all shares of such
       Preferred Stock and Preferred Stock (without par value)
       then outstanding.

               If at any meeting of such Preferred Stock and
       Preferred Stock (without par value) for the purpose of
       taking action on matters set forth in this subdivision
       7(C), the presence in person or by proxy of the holders
       of a majority of such stock shall not have been obtained
       and shall not be obtained for a period of thirty days
       from the date of such meeting, the presence in person or
       by proxy of the holders of one-third of such stock then
       outstanding shall be sufficient to constitute a quorum.

       (8)            No holder of shares of Preferred
Stock or Preferred Stock (without par value) 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,
or securities convertible into stock, of any class
whatsoever, whether now or hereafter authorized, and whether
issued for cash, property, services, by way of dividends, or
otherwise.

       (9)            (A)           Every holder of Preferred
Stock of any series shall have one vote for each share of
such Preferred Stock held by him, and every holder of the
Common Stock shall have one vote for each share of Common
Stock held by him, for the election of Directors and upon
all other matters, except as otherwise provided in this
paragraph (9) hereof.  At all elections of directors, any
Shareholder may vote cumulatively.  The foregoing shall not
modify or affect the special votes and consents provided for
in paragraph (7) hereof.

                      (B)           If and when dividends
shall be in default in an amount equivalent to dividends for
the immediately preceding eighteen months on all shares of
all series of the Preferred Stock and the Preferred Stock
(without par value) at the time outstanding, and until all
dividends in default on such Preferred Stock and such
Preferred Stock (without par value) shall have been paid,
the holders of all shares of the Preferred Stock and all
shares of the Preferred Stock (without par value), voting
separately as one class, shall be entitled to elect the
smallest number of Directors necessary to constitute a
majority of the full Board of Directors, and the holders of
the Common Stock, voting separately as a class, shall be
entitled to elect the remaining Directors of the Company.
<PAGE>10
                      (C)           If and when all dividends
then in default on the Preferred Stock and the Preferred
Stock (without par value) at the time outstanding shall be
paid (and such dividends shall be declared and paid, or
declared and funds set aside for that purpose out of any
funds legally available therefor as soon as reasonably
practicable), the Preferred Stock and the Preferred Stock
(without par value) shall thereupon be divested of any
special right with respect to the election of Directors
provided in subparagraph (B) hereof, and the voting power of
the Preferred Stock, the Preferred Stock (without par value)
and the Common Stock shall revert to the status existing
before the occurrence of such default; but always subject to
the same provisions for vesting such special rights in the
Preferred Stock and the Preferred Stock (without par value)
in case of further like default or defaults in dividends
thereon.

                      (D)           In case of any vacancy
in the Board of Directors occurring among the Directors
elected by the holders of the Preferred Stock and the
Preferred Stock (without par value), as a class, pursuant to
subparagraph (B) hereof, a majority of the remaining
Directors elected by the holders of the Preferred Stock and
the Preferred Stock (without par value) (including, as
elected by such holders, any Directors then in office who
were chosen by other Directors as successor Directors to
fill vacancies as provided in this sentence) may elect a
successor to hold office for the unexpired term of the
Director whose place shall be vacant.  In case of a vacancy
in the Board of Directors occurring among the Directors
elected by the holders of the Common Stock, as a class,
pursuant to subparagraph (B) hereof, a majority of the
remaining Directors elected by the holders of the Common
Stock (including, as elected by such holders, any Directors
then in office who were chosen by other directors as
successor directors to fill vacancies as provided in this
sentence) may elect a successor to hold office for the
unexpired term of the Director whose place shall be vacant. 
In all other cases, any vacancy occurring among the
Directors shall be filled by the vote of a majority of the
remaining Directors.

                      (E)           At all meetings of
shareholders held for the purpose of electing Directors
during such times as the holders of shares of the Preferred
Stock and the Preferred Stock (without par value) shall have
the special right, voting separately as one class, to elect
Directors pursuant to subparagraph (B) hereof, the presence
in person or by proxy of the holders of a majority of the
outstanding shares of the Common Stock shall be required to
constitute a quorum of such class for the election of
directors, and the presence in person or by proxy of the
holders of Preferred Stock and Preferred Stock (without par
value) entitled to cast a majority of all the votes to which
the holders of the Preferred Stock and the Preferred Stock
(without par value) are entitled, shall be required to
constitute a quorum of such class for the election of
Directors; provided, however, that
<PAGE>11
the absence of a quorum (according to votes, as aforesaid)
of the holders of stock of any such class shall not prevent
the election at any such meeting or adjournment thereof of
Directors by the other such class if such quorum of the
holders of stock of such other class is present in person or
by proxy at such meeting; and provided further that in the
absence of such quorum of the holders of stock of any such
class, a majority (according to votes, as aforesaid) of
those holders of the stock of such class who are present in
person or by proxy shall have power to adjourn the election
of the directors to be elected by such class from time to
time without notice other than announcement at the meeting
until the holders of the requisite number of shares of such
class shall be present in person or by proxy.

                      (F)           Except when some mandatory
provision of law shall be controlling and except as
otherwise provided in paragraph (7) hereof whenever shares
of two or more series of the Preferred Stock or of the
Preferred Stock (without par value) are outstanding, no
particular series shall be entitled to vote as a separate
series on any matter and all shares of the Preferred Stock
and the Preferred Stock (without par value) shall be deemed
to constitute but one class for any purpose for which a vote
of the shareholders of the Company by classes may now or
hereafter be required.

            5% CUMULATIVE PREFERRED STOCK, $25 PAR VALUE

       (10)           The Company has classified $21,519,300
par value of the Preferred Stock as a series of such
Preferred Stock designated as "5% Cumulative Preferred
Stock, $25 Par Value," consisting of 860,772 shares of the
par value of $25 per share.

       (11)           The preferences, rights, qualifications and
restrictions of the shares of the "5% Cumulative Preferred
Stock, $25 Par Value," shall be as follows:

               (a)           The annual dividend rate for such
       series shall be 5% per annum;

               (b)           The redemption price for such series
       shall be $28.00 per share; and

               (c)           The preferential amounts to which
       the holders of shares of such series shall be entitled
       upon any liquidation, dissolution or winding up of the
       Company,  in addition to dividends accumulated but
       unpaid thereon, shall be:

               $27.25 per share, in the event of any voluntary
       liquidation, dissolution or winding up of the Company,
       except that if such voluntary liquidation, dissolution
       or winding up of the Company shall have been approved by
       the vote in favor thereof given at a meeting called for
       that purpose or by the
<PAGE>12
       written consent of the holders of a majority of the
       total shares of the 5% Cumulative Preferred Stock, $25
       Par Value then outstanding, the amount so payable on
       such voluntary liquidation, dissolution, or winding up
       shall be $25 per share; or

               $25 per share, in the event of any involuntary
       liquidation, dissolution or winding up of the Company.

                               COMMON STOCK
                           (Without par value)

       The Board of Directors is hereby authorized to cause
shares of Common Stock, without par value, to be issued from
time to time for such consideration as may be fixed from
time to time by the Board of Directors, or by way of stock
split pro rata to the holders of the Common Stock.  The
Board of Directors may also determine the proportion of the
proceeds received from the sale of such stock which shall be
credited upon the books of the Company to Capital or Capital
Surplus.

       Each share of the Common Stock shall be equal in all
respects to every other share of the Common Stock.

       No holder of shares of Common Stock 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, or securities
convertible into stock, of any class whatsoever, whether now
or hereafter authorized, and whether issued for cash,
property, services, or otherwise.

       SIXTH.         The duration of the Company shall be perpetual.

       SEVENTH.              The private property of the shareholders of
the Company shall not be subject to the payment of corporate
debts.

       EIGHTH.               A.     CERTAIN DEFINITIONS.  For purposes of
this Article Eighth:

               (1)           "Affiliate," including the term "affiliated
person," means a person who directly, or indirectly through
one (1) or more intermediaries, controls, or is controlled
by, or is under common control with, a specified person.

               (2)           "Associate,"            when used to
indicate a relationship with any person, means:

                      (a)           Any corporation or organization
               (other than the Company or a Subsidiary), of which
               such person is an officer, director or partner or
               is, directly or indirectly, the Beneficial Owner of
               ten percent (10%) or more of any class of Equity
               Securities;
<PAGE>13
                      (b)           Any trust or other estate in
               which such person has a substantial beneficial
               interest or as to which such person serves as
               trustee or in a similar fiduciary capacity; and

                      (c)           Any relative or spouse of such
               person, or any relative of such spouse, any one (1)
               of whom has the same home as such person or is a
               director or officer of the corporation or any of its
               Affiliates.

               (3)           "Beneficial Owner," when used with
               respect to any Voting Stock, means a person:

                      (a)           Who, individually or with any
               of its Affiliates or Associates, beneficially owns
               Voting Stock, directly or indirectly; or

                      (b)           Who, individually or with any of its
               Affiliates or Associates, has:

                             1.     The right to acquire Voting Stock,
                      whether such right is exercisable immediately or
                      only after the passage of time and whether or not
                      such right is exercisable only after specified
                      conditions are met, pursuant to any agreement,
                      arrangement, or understanding or upon the
                      exercise of conversion rights, exchange rights,
                      warrants or options, or otherwise;

                             2.     The right to vote Voting Stock pursuant
                      to any agreement, arrangement, or understanding;
                      or

                             3.     Any agreement, arrangement, or
                      understanding for the purpose of acquiring,
                      holding, voting or disposing of Voting Stock with
                      any other person who beneficially owns, or whose
                      Affiliates or Associates beneficially own,
                      directly or indirectly, such shares of Voting
                      Stock.

               (4)           "Business Combination" means:

                      (a)           Any merger or consolidation of the
               Company or any Subsidiary with any Interested
               Shareholder, or any other corporation, whether or
               not itself an Interested Shareholder, which is, or
               after the merger or consolidation would be, an
               Affiliate of an Interested Shareholder who was an
               Interested Shareholder prior to the transaction;
<PAGE>14
                      (b)           Any sale, lease, transfer, or
               other disposition, other than in the ordinary course
               of business, in one (1) transaction or a series of
               transactions in any twelve-month period, to any
               Interested Shareholder or any Affiliate of any
               Interested Shareholder, other than the Company or
               any Subsidiary, of any assets of the Company or any
               Subsidiary having, measured at the time the
               transaction or transactions are approved by the
               Board of Directors of the Company, an aggregate book
               value as of the end of the Company's most recently
               ended fiscal quarter of five percent (5%) or more of
               the total Market Value of the outstanding stock of
               the Company or of its net worth as of the end of its
               most recently ended fiscal quarter;

                      (c)           The issuance or transfer by
               the Company, or any Subsidiary, in one transaction
               or a series of transactions in any twelve-month
               period, of any Equity Securities of the Company or
               any Subsidiary which have an aggregate Market Value
               of five percent (5%) or more of the total Market
               Value of the outstanding stock of the Company,
               determined as of the end of the Company's most
               recently ended fiscal quarter prior to the first
               such issuance or transfer, to any Interested
               Shareholder or any Affiliate of any Interested
               Shareholder, other than the Company or any of its
               Subsidiaries, except pursuant to the exercise of
               warrants or rights to purchase securities offered
               pro rata to all holders of the Company's Voting
               Stock or any other method affording substantially
               proportionate treatment to the holders of Voting
               Stock;

                      (d)           The adoption of any plan or
               proposal for the liquidation or dissolution of the
               Company in which any thing other than cash will be
               received by 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 Company; or any merger or
               consolidation of the Company with any of its
               Subsidiaries; or any other transaction which has the
               effect, directly or indirectly, in one transaction
               or a series of transactions, of increasing by five
               percent (5%) or more the proportionate amount of the
               outstanding shares of any class of Equity Securities
               of the Company or any Subsidiary which is directly
               or indirectly beneficially owned by any Interested
               Shareholder or any Affiliate of any Interested
               Shareholder.
<PAGE>15
               (5)           "Common Stock" means any stock of the
       Company other than preferred or preference stock of the
       Company.

               (6)           "Continuing Director" means any member
       of the Company's Board of Directors who is not an
       Interested Shareholder or an Affiliate or Associate of
       an Interested Shareholder or any of its Affiliates,
       other than the Company or any of its Subsidiaries, and
       who was a director of the Company prior to the time the
       Interested Shareholder became an Interested Shareholder,
       and any successor to such Continuing Director who is not
       an Interested Shareholder or an Affiliate or Associate
       of an Interested Shareholder or any of its Affiliates,
       other than the Company or any of its Subsidiaries, and
       was recommended or elected by a majority of the
       Continuing Directors at a meeting at which a quorum
       consisting of a majority of the Continuing Directors is
       present.

               (7)           "Control," including the terms
       "controlling," "controlled by" and "under common control
       with," means the possession, directly or indirectly, of
       the power to direct or cause the direction of the
       management and policies of a person, whether through the
       ownership of voting securities, by contract, or
       otherwise, and the beneficial ownership of ten percent
       (10%) or more of the votes entitled to be cast by a
       corporation's Voting Stock creates a presumption of
       control.

               (8)           "Equity Security" means:

                      (a)           Any stock or similar security,
               certificate of interest, or participation in any
               profit-sharing agreement, voting trust certificate,
               or certificate of deposit for the foregoing;

                      (b)           Any security convertible, with or
               without consideration, into an Equity Security, or
               any warrant or other security carrying any right to
               subscribe to or purchase an Equity Security; or

                      (c)           Any put, call, straddle, or other
               option, right or privilege of acquiring an Equity
               Security from or selling an Equity Security to
               another without being bound to do so.

               (9)           "Interested Shareholder" means any
               person, other than the Company or any of its
               Subsidiaries, who:
<PAGE>16
                      (a)           Is the Beneficial Owner,
               directly or indirectly, of ten percent (10%) or more
               of the voting power of the outstanding Voting Stock
               of the Company; or is an Affiliate of the Company
               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 (10%) or more of the voting power of the
               then outstanding Voting Stock of the Company.

                      (b)           For the purpose of determining
               whether a person is an Interested Shareholder, the
               number of shares of Voting Stock deemed to be
               outstanding shall include shares deemed owned by the
               person through application of Subsection (3) of this
               Paragraph A of Article Eighth 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, warrants or options or otherwise.

               (10)          "Market Value" means:

                      (a)           In the case of stock, the
               highest closing sale price during the thirty-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
               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
               thirty-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 a majority of the
               Continuing Directors at a meeting of the Board of
               Directors at which a quorum consisting of at least a
               majority of the Continuing Directors is present; 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 a
               majority of the Continuing Directors at a meeting of
               the Board of Directors at which a quorum consisting
               of at least a majority of the Continuing Directors
               is present.
<PAGE>17
               (11)          "Subsidiary" means any corporation of
       which Voting Stock having a majority of the votes
       entitled to be cast is owned, directly or indirectly, by
       the Company.

               (12)          "Voting Stock" means shares of capital
       stock of a corporation entitled to vote generally in the
       election of its directors.

               B.     MINIMUM SHARE VOTE REQUIREMENTS FOR APPROVAL OF
       BUSINESS COMBINATIONS.

               (1)           In addition to any vote otherwise required by
       law or these Articles of Incorporation, a Business
       Combination shall be recommended by the Board of
       Directors of the Company and approved by the affirmative
       vote of at least:

                      (a)           Eighty percent (80%) of the votes
               entitled to be cast by outstanding shares of Voting
               Stock of the Company, voting together as a single
               voting group; and

                      (b)           Two-thirds of the votes entitled to be
               cast by holders of Voting Stock other than Voting
               Stock beneficially owned by the Interested
               Shareholder who is, or whose Affiliate is, a party
               to the Business Combination or by an Affiliate or
               Associate of such Interested Shareholder, voting
               together as a single voting group.

               (2)           Unless a Business Combination is exempted
       from the operation of this Paragraph B in accordance
       with Paragraph C of this Article Eighth, the failure to
       comply with the voting requirements of Subsection (1) of
       this Paragraph B shall render such Business Combination
       void.  

               C.     EXEMPTIONS FROM MINIMUM SHARE VOTE REQUIREMENTS.

               (1)           For purposes of Section (2) of this Paragraph
               C:

                      (a)           "Announcement Date" means the first
               general public announcement of the proposal or
               intention to make a proposal of the Business
               Combination or its first communication generally to
               shareholders of the Company, whichever is earlier;

                      (b)           "Determination Date" means the date on
               which an Interested Shareholder first became an
               Interested Shareholder; and

                      (c)           "Valuation Date" means

                             1.     For a Business Combination voted upon by
                      shareholders, the latter of the day prior to the
                      date of the shareholders' vote or the date twenty
                      (20) days prior the consummation of the Business
                      Combination; and
<PAGE>18
                             2.     For a Business Combination not voted upon
                      by shareholders, the date of the consummation of
                      the Business Combination.

               (2)           The vote required by Section B of this
       Article Eighth does not apply to a Business Combination
       if each of the following conditions is met:

                      (a)           The aggregate amount of the cash and the
               Market Value as of the Valuation Date of
               consideration other than cash to be received per
               share by holders of Common Stock in such Business
               Combination is at least equal to the highest of the
               following:

                             1.     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 of the same class or series acquired by it:

                                    a.     Within the two-year period
                             immediately prior to the Announcement Date of
                             the proposal of the Business Combination; or

                                    b.     In the transaction in which
                             it became an Interested Shareholder,
                             whichever is higher; or

                             2.     The Market Value per share of Common
                      Stock of the same class or series on the
                      Announcement Date or on the Determination Date,
                      whichever is higher; or

                             3.     The price per share equal to the Market
                      Value per share of Common Stock of the same class
                      or series determined pursuant to clause 2 of this
                      Subsection (a), multiplied by the fraction of:

                                    a.     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 of the same class or series
                             acquired by it within the two-year period
                             immediately prior to the Announcement Date,
                             over

                                    b.     The Market Value per share of Common
                             Stock of the same class or series on the
                             first day in such two-year period on which
                             the Interested Shareholder acquired any
                             shares of Common Stock.
<PAGE>19
                      (b)           The aggregate amount of the cash and the
               Market Value as of the Valuation Date of
               consideration other than cash to be received per
               share by holders of shares of any class or series of
               outstanding stock other than Common Stock is at
               least equal to the highest of the following, whether
               or not the Interested Shareholder has previously
               acquired any shares of a particular class or series
               of stock:

                             1.     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 stock
                      acquired  by it:

                                    a.     Within the two-year period
                             immediately prior to the Announcement Date of
                             the proposal of the Business Combination; or

                                    b.     In the transaction in which it became
                             an Interested Shareholder, whichever is
                             higher; or

                             2.     The highest preferential amount per share
                      to which the holders of shares of such class of
                      stock are entitled in the event of any voluntary
                      or involuntary liquidation, dissolution or
                      winding up of the Company; or

                             3.     The Market Value per share of such class
                      of stock on the Announcement Date or on the
                      Determination Date, whichever is higher; or

                             4.     The price per share equal to the Market
                      Value per share of such class of stock determined
                      pursuant to clause 3 of this Subsection (b),
                      multiplied by the fraction of:

                                    a.     The highest per share price,
                             including any brokerage commissions, transfer
                             taxes and soliciting dealers' fees, paid by
                             the Interested Shareholder for any shares of
                             any class of Voting Stock acquired by it
                             within the two-year period immediately prior
                             to the Announcement Date, over

                                    b.     The Market Value per share of the
                             same class of Voting Stock on the first day
                             in such two-year period on which the
                             Interested Shareholder acquired any shares of
                             the same class of Voting Stock.
<PAGE>20
                      (c)           In making any price calculation under
               Section (2) of this Paragraph C, appropriate
               adjustments shall be made 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 stock.  The
               consideration to be received by holders of any class
               or series of outstanding stock is to be in cash or
               in the same form as the Interested Shareholder has
               previously paid for shares of the same class or
               series of stock.  If the Interested Shareholder has
               paid for shares of any class of stock with varying
               forms of consideration, the form of consideration
               for such class of stock shall be either cash or the
               form used to acquire the largest number of shares of
               such class or series of stock previously acquired by
               it.

                      (d)           1.     After the Interested Shareholder has
               become an Interested Shareholder and prior to the
               consummation of such Business Combination:

                                           a.      There shall have been no
                                           failure to declare and pay at the
                                           regular date therefor any full
                                           periodic dividends, whether or
                                           not cumulative, on any outstanding
                                           preferred stock of the Company;

                                           b.      There shall have been no
                                           reduction in theannual rate of
                                           dividends paid on any class or
                                           series of stock of the Company
                                           that is not preferred stock,
                                           except as necessary to reflect
                                           any subdivision of the stock;
                                           and 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 stock; and
                                           c.      The Interested Shareholder
                                           shall not become the Beneficial Owner
                                           of any additional shares of stock
                                           of the Company except as part of the
                                           transaction which resulted in such
                                           Interested Shareholder becoming an
                                           Interested Shareholder or by virtue
                                           of proportionate stock splits or
                                           stock dividends.
<PAGE>21
                                    2.     The provisions of subclauses a
                             and b of clause 1 do not apply if no
                             Interested Shareholder or an Affiliate or
                             Associate of the Interested Shareholder voted
                             as a director of the Company in a manner
                             inconsistent with such subclauses and the
                             Interested Shareholder, within ten (10) days
                             after any act or failure to act inconsistent
                             with such subclauses, notifies the Board of
                             Directors of the Company in writing that the
                             Interested Shareholder disapproves thereof
                             and requests in good faith that the Board of
                             Directors rectify such act or failure to act.

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

                      (3)           (a)            The vote required by Section
               B of this Article Eighth does not apply to any
               Business Combination that is approved by a majority
               of Continuing Directors at a meeting of the Board of
               Directors at which a quorum consisting of at least a
               majority of the Continuing Directors is present.

                                    (b)            Unless by its terms a
               resolution adopted under the foregoing subsection
               (a) of this Section (3) is made irrevocable, it may
               be altered or repealed by the Board of Directors,
               but this shall not affect any Business Combinations
               that have been consummated, or are the subject of an
               existing agreement entered into, prior to the
               alteration or repeal.

       D.      Powers of the Board of Directors.  A majority of the
Continuing Directors of the Company shall have the power and
duty to determine, on the basis of information known to them
after reasonable inquiry, all facts necessary to determine
compliance with this Article Eighth, including without
limitation, (a) whether a person is an Interested
Shareholder, (b) the number of shares of Voting Stock
beneficially owned by any person, (c) whether a person is an
Affiliate or Associate of another, (d) whether the assets
which are the subject of any Business Combination have, or
the consideration to be received for the issuance or
transfer of securities by the Company or any Subsidiary in
any Business Combination has, an aggregate book value or
Market Value of five percent (5%) or more of the total
Market Value of the outstanding stock of the Company or of
its net worth, and (e) whether the requirements of Paragraph
C of this Article Eighth have been met.
<PAGE>22
       E.      No Effect on Fiduciary Obligations of Interested
Shareholders.  Nothing contained in this Article Eighth
shall be construed to relieve any Interested Shareholder
from any fiduciary obligation imposed by law.

       F.      Amendment or Repeal.  Notwithstanding any other
provisions of this Article Eighth or of any other Article
hereof, or of the By-Laws of the Company (and
notwithstanding the fact that a lesser percentage may be
specified from time to time by law, this Article Eighth, any
other Article hereof, or the By-Laws of the Company), the
provisions of this Article Eighth may not be altered,
amended or repealed in any respect, nor may any provision
inconsistent therewith be adopted, unless such alteration,
amendment, repeal or adoption is approved by the affirmative
vote of the holders of at least: (i) 80% of the combined
voting power of the then outstanding Voting Stock of the
Company, voting together as a single class and (ii) 66-2/3%
of the combined voting power of the then outstanding Voting
Stock (which is not beneficially owned by any Interested
Shareholder), voting together as a single class.

       NINTH.         A.     Number, Election and Terms of Directors.  The
business of the Company shall be managed by a Board of
Directors.  The number of directors of the Company shall be
fixed from time to time by or pursuant to the By-Laws of the
Company.  Except as otherwise provided in or fixed by or
pursuant to the provisions of Article Fifth 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 directors under specified
circumstances, the directors shall be classified, with
respect to the time for which they severally hold office,
into three classes, as nearly equal in number as possible,
as shall be provided in the manner specified in the By-Laws
of the Company, one class to be originally elected for a
term expiring at the annual meeting of shareholders to be
held in 1988, another class to be originally elected for a
term expiring at the annual meeting of shareholders to be
held in 1989, and another class to be originally elected for
a term expiring at the annual meeting of shareholders to be
held in 1990, with each member of each class to hold office
until his successor is elected and qualified.  At each
annual meeting of shareholders of the Company and except as
otherwise provided in or fixed by or pursuant to the
provisions of Article Fifth 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 directors under specified
circumstances, 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
shareholders held in the third year following the year of
their election.
<PAGE>23
       B.      Shareholder Nomination of Director Candidates and
Introduction of Business.  Advance notice of shareholder
nominations for the election of directors, and advance
notice of business to be brought by shareholders before an
annual meeting of shareholders, shall be given in the manner
provided in the By-Laws of the Company.

       C.      Newly Created Directorships and Vacancies.  Except
as otherwise provided in or fixed by or pursuant to the
provisions of Article Fifth 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 directors under specified
circumstances: (i) 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; (ii) any director elected
in accordance with the preceding clause (i) 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; and (iii) no decrease in
the number of directors constituting the Board of Directors
shall shorten the term of any incumbent director.

       D.      Removal.  Except as otherwise provided in or fixed
by or pursuant to the provisions of Article Fifth 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 directors under
specified circumstances, any director may be removed from
office, with or without cause, only by the affirmative vote
of the holders of at least 80% of the combined voting power
of the then outstanding shares of the Company's stock
entitled to vote generally, voting together as a single
class.  Notwithstanding the foregoing provisions of this
Paragraph D, if at any time any shareholders of the Company
have cumulative voting rights with respect to the election
of directors and less than the entire Board of Directors is
to be removed, no director may be removed from office if the
votes cast against his removal would be sufficient to elect
him as a director if then cumulatively voted at an election
of the class of directors of which he is a part.  Whenever
in this Article Ninth or in Article Tenth hereof or in
Article Eleventh hereof, the phrase, "the then outstanding
shares of the Company's stock entitled to vote generally" is
used, such phrase shall mean each then outstanding share of
any class or series of the Company's stock that is entitled
to vote generally in the election of the Company's
directors.
<PAGE>24
       E.      Amendment or Repeal.  Notwithstanding any other
provisions of this Article Ninth or of any other Article
hereof or of the By-laws of the Company (and notwithstanding
the fact that a lesser percentage may be specified from time
to time by law, this Article Ninth, any other Article
hereof, or the By-Laws of the Company), the provisions of
this Article Ninth may not be altered, amended or repealed
in any respect, nor may any provision inconsistent therewith
be adopted, unless such alteration, amendment, repeal or
adoption is approved by the affirmative vote of at least 80%
of the combined voting power of the then outstanding shares
of the Company's stock entitled to vote generally, voting
together as a single class.

       TENTH.         Any action required or permitted to be taken by
the shareholders of the Company at a meeting of such holders
may be taken without such a meeting only if a consent in
writing setting forth the action so taken shall be signed by
all of the shareholders entitled to vote with respect to the
subject matter thereof.  Except as otherwise mandated by
Kentucky law and except as otherwise provided in or fixed by
or pursuant to the provisions of Article Fifth 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 directors under
specified circumstances, special meetings of shareholders of
the Company may be called only by the Board of Directors
pursuant to a resolution approved by a majority of the
entire Board of Directors or by the President of the
Company.  Notwithstanding any other provisions of this
Article Tenth or of any other Article hereof or of the By-
Laws of the Company (and notwithstanding the fact that a
lesser percentage may be specified from time to time by law,
this Article Tenth, any other Article hereof, or the By-Laws
of the Company), the provisions of this Article Tenth may
not be altered, amended or repealed in any respect, nor may
any provision inconsistent therewith be adopted, unless such
alteration, amendment, repeal or adoption is approved by the
affirmative vote of the holders of at least 80% of the
combined voting power of the then outstanding shares of the
Company's stock entitled to vote generally, voting together
as a single class.

       ELEVENTH.             The Board of Directors shall have power to
adopt, amend and repeal the By-Laws of the Company to the
maximum extent permitted from time to time by Kentucky law;
provided, however, that any By-Laws adopted by the Board of
Directors under the powers conferred hereby may be amended
or repealed by the Board of Directors or by the holders of
at least a majority of the combined voting power of the then
outstanding shares of the Company's stock entitled to vote
generally, voting together as a single class, except that,
and notwithstanding any other provisions of this Article
Eleventh or of any other Article hereof or of the By-Laws of
the Company (and notwithstanding the
<PAGE>25
fact that a lesser percentage may be specified from time to
time by law, this Article Eleventh, any other Article hereof
or the By-Laws of the Company), no provision of Section 2,
Section 4 or Section 5 of Article I of the By-Laws or of
Section 1 of Article II of the By-Laws or of Section 2 of
Article IV of the By-Laws or of Article IX of the By-Laws
may be altered, amended or repealed in any respect, nor may
any provision inconsistent therewith be adopted, unless such
alteration, amendment, repeal or adoption is approved by the
affirmative vote of the holders of at least 80% of the
combined voting power of the then outstanding shares of the
Company's stock entitled to vote generally, voting together
as a single class.  Notwithstanding any other provisions of
this Article Eleventh or of any other Article hereof or of
the By-Laws of the Company (and notwithstanding the fact
that a lesser percentage may be specified from time to time
by law, this Article Eleventh, any other Article hereof or
the By-Laws of the Company), the provisions of this Article
Eleventh may not be altered, amended or repealed in any
respect, nor may any provision inconsistent therewith be
adopted, unless such alteration, amendment, repeal or
adoption is approved by the affirmative vote of the holders
of at least 80% of the combined voting power of the then
outstanding shares of the Company's stock entitled to vote
generally, voting together as a single class.

       TWELFTH.  A director of the Company shall not be
personally liable to the Company or its shareholders for
monetary damages for breach of his duties as a director,
except for liability (i) for any transaction in which the
director's personal financial interest is in conflict with
the financial interests of the Company or its shareholders,
(ii) for acts or omissions not in good faith or which
involve intentional misconduct or are known to the director
to be a violation of law, (iii) under Kentucky Revised
Statutes 271 B.8-330, or (iv) for any transaction from which
the director derived any improper personal benefit.  If the
Kentucky Business Corporation Act is amended after approval
by the shareholders of this Article to authorize corporate
action further eliminating or limiting the personal
liability of directors, then the liability of a director of
the Company shall be eliminated or limited to the fullest
extent permitted by the Kentucky Business Corporation Act,
as so amended.

       Any repeal or modification of the foregoing paragraph by
the shareholders of the Company shall not adversely affect
any right or protection of a director of the Company
existing at the time of such repeal or modification.

       THIRTEENTH.  A.  RIGHT TO INDEMNIFICATION.  Each person
who was or is a director of the Company and who was or is
made a party or is threatened to be made a party to or is
otherwise involved (including, without limitation, as a
witness) in any action, suit or proceeding, whether civil,
criminal, administrative or investigative (hereinafter a
"proceeding"), by
<PAGE>26
reason of the fact that he or she is or was a director or
officer of the Company or is or was serving at the request
of the Company as a director, officer, partner, trustee,
employee or agent of another corporation or of a
partnership, joint venture, trust or other enterprise,
including service with respect to an employee benefit plan
(hereinafter an "Indemnified Director"), whether the basis
of such proceeding is alleged action in an official capacity
as a director or officer or in any other capacity while
serving as a director or officer, shall be indemnified and
held harmless by the Company to the fullest extent permitted
by the Kentucky Business Corporation Act, 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 Company to provide broader indemnification rights than
such law permitted the Company to provide prior to such
amendment), against all liability, all reasonable expense
and all loss (including, without limitation, judgments,
fines, reasonable attorneys' fees, ERISA excise taxes or
penalties and amounts paid in settlement) incurred or
suffered by such Indemnified Director in connection
therewith and such indemnification shall continue as to an
Indemnified Director who has ceased to be a director and
shall inure to the benefit of the Indemnified Director's
heirs, executors and administrators.  Each person who was or
is an officer of the Company and not a director of the
Company and who was or is made a party or is threatened to
be made a party to or is otherwise involved (including,
without limitation, as a witness) in any proceeding, by
reason of the fact that he or she is or was an officer of
the Company or is or was serving at the request of the
Company as a director, officer, partner, trustee, employee
or agent of another corporation or of a partnership, joint
venture, trust or other enterprise, including service with
respect to an employee benefit plan (hereinafter an
"Indemnified Officer"), whether the basis of such proceeding
is alleged action in an official capacity as an officer or
in any other capacity while serving as an officer, shall be
indemnified and held harmless by the Company against all
liability, all reasonable expense and all loss (including,
without limitation, judgments, fines, reasonable attorneys'
fees, ERISA excise taxes or penalties and amounts paid in
settlement) incurred or suffered by such Indemnified Officer
to the same extent and under the same conditions that the
Company must indemnify an Indemnified Director pursuant to
the immediately preceding sentence and to such further
extent as is not contrary to public policy and such
indemnification shall continue as to an Indemnified Officer
who has ceased to be an officer and shall inure the benefit
of the Indemnified Officer's heirs, executors and
administrators.  Notwithstanding the foregoing and except as
provided in Paragraph B of this Article Thirteenth with
respect to proceedings to enforce rights to indemnification,
the Company shall indemnify an Indemnified Director or
Indemnified Officer in connection with a proceeding (or part
thereof) initiated by such Indemnified Director or
Indemnified Officer only if such proceeding (or part
thereof) was authorized by the Board of Directors of the
Company.
<PAGE>27
As hereinafter used in this Article Thirteenth, the term
"indemnitee" means any Indemnified Director or Indemnified
Officer.  Any person who is or was a director or officer of
a subsidiary of the Company shall be deemed to be serving in
such capacity at the request of the Company for purposes of
this Article Thirteenth.  The right to indemnification
conferred in this Article shall include the right to be paid
by the Company the expenses incurred in defending any such
proceeding in advance of its final disposition (hereinafter
an "advancement of expenses"); provided, however, that, if
the Kentucky Business Corporation Act requires, an
advancement of expenses incurred by an indemnitee who at the
time of receiving such advance is a director of the Company
shall be made only upon: (i) delivery to the Company of an
undertaking (hereinafter an "undertaking"), by or on behalf
of such indemnitee, to repay all amounts so advanced if it
shall ultimately be determined by final judicial decision
from which there is no further right to appeal (hereinafter,
a "final adjudication") that such indemnitee is not entitled
to be indemnified for such expenses under this Article or
otherwise; (ii) delivery to the Company of a written
affirmation of the indemnitee's good faith belief that he or
she has met the standard of conduct that makes
indemnification by the Company permissible under the
Kentucky Business Corporation Act; and (iii) a determination
that the facts then known to those making the determination
would not preclude indemnification under the Kentucky
Business Corporation Act.  The right to indemnification and
advancement of expenses conferred in this Paragraph A shall
be a contract right.

       B.      RIGHT OF INDEMNITEE TO BRING SUIT.  If a claim under
Paragraph A of this Article Thirteenth is not paid in full
by the Company within sixty days after a written claim has
been received by the Company (except in the case of a claim
for an advancement of expenses, in which case the applicable
period shall be twenty days), the indemnitee may at any time
thereafter bring suit against the Company to recover the
unpaid amount of the claim.  If successful in whole or in
part in any such suit or in a suit brought by the Company to
recover an advancement of expenses pursuant to the terms of
an undertaking, the indemnitee also shall be entitled to be
paid the expense of prosecuting or defending such suit.  In
(i) any suit brought by the indemnitee to enforce a right to 
indemnification hereunder (other than a suit to enforce a
right to an advancement of expenses brought by an indemnitee
who will not be a director of the Company at the time such
advance is made) it shall be a defense that, and in (ii) any
suit by the Company to recover an advancement of expenses
pursuant to the terms of an undertaking the Company shall be
entitled to recover such expenses upon a final adjudication
that, the indemnitee has not met the standard that makes it
permissible hereunder or under the Kentucky Business
Corporation Act (the "applicable standard") for the Company
to indemnify the indemnitee for the amount claimed.  Neither
the failure of the Company (including its Board of
Directors, a
<PAGE>28
committee of the Board of Directors, independent legal
counsel or its shareholders) to have made a determination
prior to the commencement of such suit that indemnification
of the indemnitee is proper in the circumstances because the
indemnitee has met the applicable standard, nor an actual
determination by the Company (including its Board of
Directors, a committee of the Board of Directors,
independent legal counsel or its shareholders) that the
indemnitee has not met the applicable standard shall create
a presumption that the indemnitee has not met the applicable
standard or, in the case of such a suit brought by the
indemnitee, shall be a defense to such suit.  In any suit
brought by the indemnitee to enforce a right to
indemnification or to an advancement of expenses hereunder,
or by the Company to recover an advancement of expenses
pursuant to the terms of an undertaking, the burden of
proving that the indemnitee is not entitled to be
indemnified or to such advancement of expenses under this
Article Thirteenth or otherwise shall be on the Company.

       C.      NON-EXCLUSIVITY OF RIGHTS.  The rights to
indemnification and to the advancement of expenses conferred
in this Article Thirteenth shall not be exclusive of any
other right which any person may have or hereafter acquire
under any statute, these Articles of Incorporation, any By-
Law, any agreement, any vote of shareholders or
disinterested directors or otherwise.

       D.      INSURANCE.  The Company may maintain insurance, at
its expense, to protect itself and any director, officer,
employee or agent of the Company or another corporation,
partnership, joint venture, trust or other enterprise
against any expense, liability or loss, whether or not the
Company would have the power to indemnify such person
against such expense, liability or loss under the Kentucky
Business Corporation Act.

       E.      INDEMNIFICATION OF EMPLOYEES AND AGENTS.  The
Company may, to the extent authorized from time to time by
the Board of Directors, grant rights to indemnification and
to the advancement of expenses to any employee or agent of
the Company and to any person serving at the request of the
Company as an agent or employee of another corporation or of
a joint venture, trust or other enterprise to the fullest
extent of the provisions of this Article Thirteenth with
respect to the indemnification and advancement of expenses
of either directors or officers of the Company.

       F.      REPEAL OR MODIFICATION.  Any repeal or modification
of any provision of this Article Thirteenth shall not
adversely affect any rights to indemnification and to
advancement of expenses that any person may have at the time
of such repeal or modification with respect to any acts or
omissions occurring prior to such repeal or modification.
<PAGE>29
       G.      SEVERABILITY.  In case any one or more of the
provisions of this Article Thirteenth  or any application
thereof, shall be invalid or unenforceable in any respect,
the validity, legality and enforceability of the remaining
provisions in this Article Thirteenth  and any other
application thereof, shall not in any way be affected or
impaired thereby.

       FOURTEENTH.
       
       A.      Terms of Preferred Stock, Auction Series A (without
par value).  The Company has classified 500,000 shares of
the Preferred Stock (without par value) as a series of such
Preferred Stock designated as "Preferred Stock, Auction
Series A (without par value)."  The preferences, rights,
qualifications and restrictions of the shares of the
"Preferred Stock, Auction Series A (without par value)"
shall be as follows:

(1)            Authorized Shares:  Units.

       The shares of Preferred Stock, Auction Series A (without
par value) (hereinafter referred to as the "Series A Stock")
shall be purchased, sold, transferred and redeemed only in
Units of 1,000 shares per unit (a "Unit"), except as
provided in subsection (d) of Section (5).

(2)            Dividends.

       (a)                   The Holders shall be entitled to
               receive, when and as declared by the Board of
               Directors of the Company, out of funds legally
               available therefor, cumulative cash dividends at the
               dividend rate per annum, determined as, and payable
               on the respective dates, set forth below.

       (b)                   The dividend rate on shares of
               Series A Stock shall be 3.30% per annum during the
               period (the "Initial Dividend Period") from February
               11, 1992 (the "Date of Original Issue") and ending
               on April 14, 1992 and shall be payable on April 15,
               1992 (the "Initial Dividend Payment Date"). 
               Subsequent dividends shall be equal to the rate per
               annum that results from implementation of the
               Auction Procedures, except in the case of a Payment
               Failure.  Notwithstanding the results of any
               Auction, however, and subject to subsection (1) of
               this Section (2), the dividend rate on the Series A
               Stock will not exceed 25% per annum for any Dividend
               Period (as hereinafter defined).  Dividends on
               shares of Series A Stock shall accrue from February
               11, 1992.
<PAGE>30
       (c)                   As of the end of the Initial Dividend
               Period and any subsequent Dividend Period, the Board
               of Directors of the Company may designate either (i)
               a Dividend Period of three months which shall
               commence on the day immediately following the last
               day of the preceding Dividend Period and shall end
               on the fourteenth day of January, April, July or
               October next succeeding (a "Quarterly Period") or
               (ii) a Dividend Period of either 49 days or 13 weeks
               (in either case, subject to adjustment for non-
               Business Days and to meet the Minimum Holding
               Period, as provided in subsection (g) of this
               Section (2)) (a "Short-Term Period"). (The Initial
               Dividend Period, each subsequent Quarterly Period
               and any Short-Term Period, individually, is referred
               to herein as a "Dividend Period".)  If and when the
               Board of Directors designates a Short-Term Period,
               each subsequent Dividend Period shall be a Short-
               Term Period.  In the event of a change in law
               altering the minimum holding period (currently found
               in Section 246(c) of the Internal Revenue Code of
               1986, as amended (the "Code")) (the "Minimum Holding
               Period") required for taxpayers to be entitled to
               the Dividends-Received Deduction, the length of each
               Short-Term Period commencing after the effective
               date of such change in law shall be adjusted so that
               the number of days in such Short-Term Periods shall
               exceed the then-current Minimum Holding Period;
               provided that, (i) the Short-Term Period that
               originally was a 49-day Short-Term Period shall not
               exceed by more than nine days the length of the
               then-current Minimum Holding Period, (ii) the number
               of days in any Short-Term Period shall be evenly
               divisible by seven, and (iii) the maximum number of
               days in any Short-Term Period shall in no event
               exceed 98 days.  Upon any such change in the number
               of days in a Short-Term Period, the Company shall
               give notice of such change to the Trust Company, the
               Securities Depository and each Existing Holder. 
               Notwithstanding the provisions of this subsection
               (c), designation of a Short-Term Period shall be
               permitted only after such amendments to these
               Articles as are necessary to accommodate the payment
               of dividends for a Short-Term Period have been duly
               adopted.

       (d)                   The initial Short-Term Period shall
               end on a Wednesday designated by the Board of
               Directors of the Company which will be no earlier
               than the 46th day and no later than the 98th day
               after the last day of the preceding Quarterly Period
               (in any case, subject to adjustment for non-Business
               Days and to meet the Minimum Holding Period, as
               provided in subsection (g) of this Section (2)). 
               Each subsequent Short-Term Period will commence on
               the day immediately following the last day of
<PAGE>31
               the preceding Short-Term Period and will end (i) on
               the seventh Wednesday thereafter, in the case of a
               49-day Short-Term Period or (ii) on the thirteenth
               Wednesday thereafter, in the case of a 13-week Short
               Term Period (in each case, subject to adjustment for
               non-Business Days and to meet the Minimum Holding
               Period as provided in subsection (g) of this Section
               (2)).  In the absence of a designation by the Board
               of Directors of the Company to the contrary, each
               49-day Short-Term Period will be followed by a 49-
               day Short-Term Period and each 13-week Short-Term
               Period will be followed by a 13-week Short-Term
               Period.

       (e)                   Following any amendment of these Articles
               to permit dividend payments on a basis other  than
               quarterly, and without regard to the designation by
               the Board of Directors of the Company of the
               duration of the next succeeding Dividend Period, (i)
               if Sufficient Clearing Bids do not result from an
               Auction, then the Dividend Period to which such
               Auction relates will be a 49-day Short-Term Period
               or (ii) if a Payment Failure has occurred, then the
               Dividend Period during which such Payment Failure
               has occurred, and each subsequent Dividend Period
               until such Payment Failure has been cured, will be a
               49-day Short-Term Period (in each case, subject to
               adjustment for non-Business Days and to meet the
               Minimum Holding Period, as described in subsection
               (g) of this Section (2)).

       (f)                   Dividends with respect to any Quarterly
               Period will be payable in arrears, when and as
               declared, on the fifteenth day of each January,
               April, July and October, unless such day is not a
               Business Day, in which case they shall be payable on
               the next succeeding Business Day (each a "Quarterly
               Dividend Payment Date").  Dividends with respect to
               any Short-Term Period shall be payable in arrears,
               when and as declared, on the Thursday next following
               the last day of the Short-Term Period (a Short-Term
               Dividend Payment Date"), except as provided in
               subsection (g) of this Section (2).  (Each Quarterly
               Dividend Payment Date and Short-Term Dividend
               Payment Date, individually, is referred to herein as
               a "Dividend Payment Date.")

       (g)                   Notwithstanding the provisions of
               subsections (c), (d), (e) and (f), with respect to
               the Short-Term Dividend Payment Date:  

               1.            If the Thursday is not a Business Day, then
                      the Short-Term Dividend Payment Date shall be the
                      preceding Tuesday if both such Tuesday and the
                      Wednesday following such Tuesday are Business
                      Days; or
<PAGE>32
               2.            If the Friday following such Thursday is not
                      a Business Day, then the Short-Term Dividend
                      Payment Date will be the Wednesday preceding such
                      Thursday if both such Wednesday and such Thursday
                      are Business Days; or

               3.            If either (a) such Thursday is not a Business
                      Day and either the preceding Tuesday or Wednesday
                      is not a Business Day or (b) such Thursday is a
                      Business Day and the Friday following such
                      Thursday and such preceding Wednesday are not
                      Business Days, then the Short-Term Dividend
                      Payment Date shall be the first Business Day
                      preceding such Thursday that is next succeeded by
                      a Business Day.

               Even though any particular Short-Term Dividend
               Payment Date may not occur on the originally
               scheduled Short-Term Dividend Payment Date because
               of the adjustments provided for in this subsection
               (g), the next succeeding Short-Term Dividend Payment
               Date shall occur, subject to such adjustments, on
               the seventh or the thirteenth Thursday, as
               applicable, following the originally scheduled
               Short-Term Dividend Payment Date.  Notwithstanding
               the foregoing, if any Short-Term Dividend Payment
               Date set pursuant to this subsection (g) would occur
               in a number of days after the immediately preceding
               Short-Term Dividend Payment Date that is less than
               the number of days in the then-current Minimum
               Holding Period, the Short-Term Dividend Payment Date
               shall instead be the next Business Day that (i) is
               at least a number of days after the preceding
               Dividend Payment Date as to include the then-current
               Minimum Holding Period and (ii) is next succeeded by
               a Business Day.  After any such adjustment pursuant
               to this subsection (g) to the Dividend Payment Date
               for any Short-Term Period, the last day of such
               Short-Term Period shall also be adjusted so as to be
               the day immediately preceding such Dividend Payment
               Date.

       (h)                   Any designation by the Board of Directors of
               a Short-Term Period following a Quarterly Period
               shall be effective upon written notice thereof given
               by the Company to the Trust Company and to the
               Securities Depository prior to 1:00 P.M., New York
               City time, on the fifth Business Day prior to the
               Auction Date.  Any designation by the Board of
               Directors of a change in the duration of the Short-
               Term Period shall be effective upon written notice
               thereof given by the Company to the Trust Company
               and to the Securities Depository prior to 1:00 P.M.,
               New York City time, on the third Business Day prior
               to the Auction Date.
<PAGE>33
       (i)                   Dividends shall be payable to the Holders as
               their names appear on the stock books of the Company
               or of the registrar of the Series A Stock on the
               Business Day next preceding the Dividend Payment
               Date in the case of a Short-Term Period and on such
               date, not more than 30 days and not less than 10
               days, as may be fixed by the Board of Directors,
               next preceding the Dividend Payment Date in the case
               of a Quarterly Period; provided that, if a Payment
               Failure exists, then such dividends shall be paid to
               the Holders as their names appear on the stock books
               on such date, not exceeding 15 days preceding the
               payment date thereof, as may be fixed by the Board
               of Directors.

       (j)                   Dividend rates for the shares of Series A
               Stock for each Dividend Period (other than the
               Initial Dividend Period) shall be equal to the rate
               per annum that results from the Auction with respect
               to such Dividend Period; provided that, (i) if a
               Payment Failure shall have occurred, the dividend
               rate for all Dividend Periods commencing on or after
               such Dividend Payment Date or redemption date and
               until such Payment Failure has been cured shall be a
               rate per annum equal to 250% of the Applicable AA
               Composite Commercial Paper Rate on the Business Day
               next preceding the commencement of each such
               Dividend Period (notwithstanding the results of any
               Auction for any such Dividend Period); and (ii) if a
               Payment Failure is remedied by reason of the Company
               having paid all dividends accrued and unpaid, and
               all unpaid redemption payments, on all shares of
               Series A Stock, the dividend rate for each Dividend
               Period commencing after the date on which the
               Payment Failure is remedied shall again be
               determined by an Auction.  Notwithstanding the
               foregoing, and subject to subsection (1) of this
               Section (2), the dividend rate for any Dividend
               Period shall not exceed 25% per annum.  The rate per
               annum at which dividends are payable on shares of
               Series A Stock for any Dividend Period (other than
               the Initial Dividend Period) is hereinafter referred
               to as the "Applicable Rate."

       (k)                   The dividend per share to accrue and be
               payable on each share of Series A Stock for the
               Initial Dividend Period shall be computed by
               multiplying the product of 3.30% (the dividend rate
               for the Initial Dividend Period) and $100 by a
               fraction, the numerator of which shall be the number
               of days in the Initial Dividend Period, including
               the first and last days of such Initial Dividend
               Period, and the denominator of which shall be
<PAGE>34
               360.  The dividend per share to accrue and be
               payable on each share of Series A Stock for each
               Quarterly Period shall be computed by dividing by
               four the product of the Applicable Rate for such
               Dividend Period and $100.  The dividend per share to
               accrue and be payable on each share of Series A
               Stock for any Short-Term Period shall be computed by
               multiplying the Applicable Rate for such Short-Term
               Period by a fraction, the numerator of which shall
               be the number of days in such Short-Term Period,
               including the first and last days of such Dividend
               Period, and the denominator of which shall be 360,
               and multiplying by $100 the rate so obtained.

       (l)                   Notwithstanding anything to the contrary
               contained in subarticle A of this Article
               Fourteenth, the dividend rate for any Dividend
               Period on the Series A Stock shall not exceed 25%
               per annum; provided, however, that if paragraph
               (7)(B)(b) of Article Fifth hereof is amended to
               provide a method for computing the dividend rate on
               preferred stock having dividends determined pursuant
               to an adjustable, floating or variable rate, then
               from and after the date such amendment becomes
               effective, this subsection (l), including the 25%
               restriction contained in this subsection (l), shall
               cease to be operative, and shall be of no force and
               effect and all references to this subsection (l) in
               subarticle A of this Article Fourteenth shall be of
               no force and effect.

       B.      Terms of $5.875 Cumulative Preferred Stock (without
par value). The Company has classified 250,000 shares of the
Preferred Stock (without par value) as a series of such
Preferred Stock designated as "$5.875 Cumulative Preferred
Stock (without par value)."  The preferences, rights,
qualifications and restrictions of the shares of the "$5.875
Cumulative Preferred Stock (without par value)," shall be as
follows:

(3)            Definitions.

       As used with respect to the shares of Series A Stock,
the following terms shall have the following meanings,
unless the context otherwise requires:

               "Affiliate" shall mean any Person known to the Trust
               Company to be controlled by, in control of or under
               common control with the Company.

               "Agent Member" shall mean a member of the Securities
               Depository that will act on behalf of a Bidder and
               is identified as such in such Bidder's Master
               Purchaser's Letter.
<PAGE>35
               "Applicable AA Composite Commercial Paper Rate," on
               any date, shall mean (i) with respect to a 49-day
               Short-Term Period, (A) the Interest Equivalent of
               the 60-day rate on commercial paper placed on behalf
               of issuers whose corporate bonds are rated "AA" by
               Standard & Poor's Corporation or its successor
               ("S&P"), or the equivalent of such rating by S&P or
               another rating agency, as such 60-day rate is made
               available on a discount basis or otherwise by the
               Federal Reserve Bank of New York for the Business
               Day immediately preceding such date, or (B) in the
               event that the Federal Reserve Bank of New York does
               not make available such a rate, then the arithmetic
               average of the Interest Equivalent of the 60-day
               rate on commercial paper placed on behalf of such
               issuers, and as quoted, on a discount basis or
               otherwise, to the Trust Company for the close of
               business on the Business Day immediately preceding
               such date by the Commercial Paper Dealers or (ii)
               with respect to a Quarterly Period or a 13-week
               Short-Term Period, the Interest Equivalent of the
               90-day rate on such commercial paper as so
               determined.  In the event that either of the
               Commercial Paper Dealers does not quote a rate
               required to determine the Applicable AA Composite
               Commercial Paper Rate, the Applicable AA Composite
               Commercial Paper Rate shall be determined on the
               basis of the quotations furnished by the remaining
               Commercial Paper Dealer and the Substitute
               Commercial Paper Dealer selected by the Company to
               provide such rate or, if the Company does not select
               any such Substitute Commercial Paper Dealer, the
               remaining Commercial Paper Dealer.  If an adjustment
               is made to the length of a Short-Term Period to
               comply with the Minimum Holding Period pursuant to
               subsection (c) of Section (2), then if the resulting
               number of days in each subsequent Short-Term Period,
               before any adjustment shall be (i) 70 or more days
               but fewer than 85 days, such rate shall be the
               arithmetic average of the Interest Equivalent of the
               60-day and 90-day rates on such commercial paper, or
               (ii) 85 or more days but 98 or fewer days, such rate
               shall be the Interest Equivalent of the 90-day rate
               on such commercial paper.

               "Applicable Rate" shall have the meaning specified
               in Section (2), subsection (j).

               "Auction" shall mean periodic implementation of the
               Auction Procedures set forth herein.

               "Auction Date" shall mean the Business Day
               immediately preceding a Dividend Payment Date.

               "Auction Procedures" shall mean the procedures for
               conducting Auctions set forth in Section (4).
<PAGE>36
               "Available Units" shall have the meaning specified
               in Section (4), subsection (c), paragraph 1,
               subparagraph a.

               "Bid" and "Bids" shall have the respective meanings
               specified in Section (4), subsection (a), paragraph
               1, subparagraph c.

               "Bidder" and "Bidders" shall have the respective
               meanings specified in Section (4), subsection (a),
               paragraph l, subparagraph c.

               "Board of Directors" shall mean the Board of
               Directors of the Company or any committee authorized
               by the Board of Directors to perform any or all of
               the duties of the Board with respect to the Series A
               Stock.

               "Broker-Dealer" shall mean any broker-dealer or
               other entity permitted by law to perform the
               functions required of a Broker-Dealer in Sections
               (4) and (5), that is a member of, or a participant
               in, the Securities Depository and that has been
               selected by the Company and has entered into a
               Broker-Dealer Agreement with the Trust Company that
               remains effective.

               "Broker-Dealer Agreement" shall mean an agreement
               between the Trust Company and a Broker-Dealer
               pursuant to which such Broker-Dealer agrees to
               follow the procedures specified in Sections (4) and
               (5).

               "Business Day" shall mean a day on which the New
               York Stock Exchange, Inc. is open for trading and
               which is not a day on which banks in New York City
               are authorized by law to close.
               "Code" shall mean the Internal Revenue Code of 1986,
                      as amended.

               "Commercial Paper Dealers" shall mean Goldman, Sachs
               & Co. and Morgan Stanley & Co. Incorporated or, in
               lieu thereof, their respective affiliates or
               successors that are engaged in the business of
               buying and selling commercial paper.

               "Date of Original Issue" shall have the meaning
               specified in Section (2), subsection (b).

               "Dividend Payment Date" shall have the meaning
               specified in Section (2), subsection (f).

               "Dividend Period" shall have the meaning specified
               in Section (2), subsection (c).
<PAGE>37
               "Dividends-Received Deduction" shall mean the
               dividends-received deduction on preferred stock held
               by nonaffiliate corporations (currently found in
               Section 243(a) of the Code).

               "Existing Holder" shall mean a Person who has
               executed a Master Purchaser's Letter and who is
               listed as the beneficial owner of shares of Series A
               Stock in the records of the Trust Company.

               "Hold Order" and "Hold Orders" shall have the
               respective meanings specified in Section (4),
               subsection (a), paragraph 1, subparagraph c.

               "Holders" shall mean the holders of shares of the
               Series A Stock as the same appear on the stock books
               of the Company or the registrar of the Series A
               Stock.

               "Initial Dividend Payment Date" shall have the
               meaning specified in Section (2), subsection (b).

               "Initial Dividend Period" shall have the meaning
               specified in Section (2), subsection (b).

               "Interest Equivalent" shall mean the equivalent
               yield on a 360-day basis of a discount basis
               security to an interest-bearing security.

               "Master Purchaser's Letter" shall mean a letter
               addressed to the Company, the Trust Company, the
               remarketing agent, a Broker-Dealer and an Agent
               Member in which the executing Person agrees, among
               other things, to offer to purchase, to purchase, to
               offer to sell and to sell shares of Series A Stock
               as set forth in Section (4).

               "Maximum Rate" for any Auction shall mean, subject
               to subsection (l) of Section (2), the product of the
               Applicable AA Composite Commercial Paper Rate on the
               Auction Date for such Auction and the Rate Multiple.

               "Minimum Holding Period" shall have the meaning
               specified in Section (2), subsection (c).

               "Minimum Rate" for any Auction shall mean, subject
               to subsection (l) of Section (2), 58% of the
               Applicable AA Composite Commercial Paper Rate on the
               Auction Date for such Auction.
<PAGE>38
               "Order" and "Orders" shall have the respective
               meanings specified in Section (4), subsection (a),
               paragraph 1, subparagraph c.

               "Outstanding Shares" shall mean, as of any date,
               shares of Series A Stock theretofore issued by the
               Company except, without duplication, (i) any shares
               theretofore canceled or delivered to the Trust
               Company for cancellation or redeemed or deemed to
               have been redeemed by the Company, (ii) any shares
               as to which the Company or any Affiliate thereof
               shall be an Existing Holder, and (iii) any shares
               represented by any certificate in lieu of which a
               new certificate has been executed and delivered by
               the Company.

               "Outstanding Units" shall mean Units comprised of
               Outstanding Shares.

               "Payment Failure" shall mean a failure by the
               Company to pay to the Holders on or within three
               Business Days (i) after any Dividend Payment Date,
               the full amount of any dividends to be paid on such
               Dividend Payment Date on any share of the Series A
               Stock or (ii) after any redemption date, the
               redemption price to be paid on that redemption date
               on any share of the Series A Stock with respect to
               which a notice of redemption has been given.

               "Person" shall mean an individual, a partnership, a
               corporation, a trust, an unincorporated association,
               a joint venture or other entity or a government or
               any agency or political subdivision thereof.

               "Potential Holder" shall mean any Person, including
               any Existing Holder, (i) who shall have executed a
               Master Purchaser's Letter and (ii) who may be a
               prospective purchaser of Units (or, in the case of
               an Existing Holder, additional Units).

               "Quarterly Dividend Payment Date" shall have the
               meaning specified in Section (2), subsection (f).

               "Quarterly Period" shall have the meaning specified
               in Section (2), subsection (c).
<PAGE>39
               "Rate Multiple," on any Auction Date, shall mean the
               percentage determined as set forth below based on
               the Prevailing Rating (as defined below) of the
               Series A Stock in effect at the close of business on
               the Business Day immediately preceding such Auction
               Date:

                      Prevailing Rating                Percentage

                      AA/aa or above                      110%
                      A/a                                 150%
                      BBB/baa                             200%
                      Below BBB/baa                       250%

               For purposes of this definition, the "Prevailing
               Rating" of the Series A Stock shall be (i) AA/aa or
               above, if the Series A Stock has a rating of AA- or
               better by S&P and a rating of aa3 or better by
               Moody's Investors Service, Inc. or its successor
               ("Moody's"), or the equivalent of both of such
               ratings by a substitute rating agency or substitute
               rating agencies selected as provided below, (ii) if
               not AA/aa or above, then A/a, if the Series A Stock
               has a rating of A- or better by S&P and a rating of
               a3 or better by Moody's, or the equivalent of both
               of such ratings by a substitute rating agency or
               substitute rating agencies selected as provided
               below, (iii) if not AA/aa or above or A/a, then
               BBB/baa, if the Series A Stock has a rating of BBB-
               or better by S&P and a rating of baa3 or better by
               Moody's, or the equivalent of both of such ratings
               by a substitute rating agency or substitute rating
               agencies selected as provided below, and (iv) if not
               AA/aa or above, A/a or BBB/baa, then Below BBB/baa. 
               If both S&P and Moody's fail to make such a rating
               available, Goldman, Sachs & Co. and Morgan Stanley &
               Co. Incorporated, or their successors and assigns,
               will select one or two nationally recognized
               securities rating agencies to act as a substitute
               rating agency or agencies.  The Company will take
               all reasonable action necessary to enable S&P and
               Moody's, or such substitute rating agency or
               agencies, to provide a rating for the Series A
               Stock.

               "Remaining Units" shall have the meaning specified
               in Section (4), subsection (d), paragraph l,
               subparagraph d.

               "Securities Depository" shall mean The Depository
               Trust Company and its successors and assigns or any
               other securities depository selected by the Company
               which agrees to follow the procedures required to be
               followed by such securities depository in connection
               with shares of the Series A Stock.
<PAGE>40
               "Sell Order" and "Sell Orders" shall have the
               respective meanings specified in Section (4),
               subsection (a), paragraph 1, subparagraph c.

               "Short-Term Dividend Payment Date" shall have the
               meaning specified in Section (2), subsection (f).

               "Short-Term Period" shall have the meaning specified
               in Section (2), subsection (c).

               "Submission Deadline" shall mean 1:00 P.M., New York
               City time, on any Auction Date or such other time on
               any Auction Date by which Broker-Dealers are
               required to submit Orders to the Trust Company as
               specified by the Trust Company from time to time.

               "Submitted Bid" and "Submitted Bids" shall have the
               respective meanings specified in Section (4),
               subsection (c), paragraph l.

               "Submitted Hold Order" and "Submitted Hold Orders"
               shall have the respective meanings specified in
               Section (4), subsection (c), paragraph l.

               "Submitted Order" shall have the meaning specified
               in Section (4), subsection (c), paragraph l.

               "Submitted Sell Order" and "Submitted Sell Orders"
               shall have the respective meanings specified in
               Section (4), subsection (c), paragraph 1.

               "Substitute Commercial Paper Dealer" shall mean any
               commercial paper dealer that is a leading dealer in
               the commercial paper market.

               "Sufficient Clearing Bids" shall have the meaning
               specified in Section (4), subsection (c), paragraph
               1, subparagraph b.

               "Trust Company" shall mean a bank or trust company
               duly appointed as such with respect to the shares of
               the Series A Stock.

               "Unit" shall have the meaning specified in Section
               (l).

               "Winning Bid Rate" shall have the meaning specified
               in Section (4), subsection (c) paragraph l,
               subparagraph c.
<PAGE>41
(4)    Auction Procedures.
       
       (a)            Orders by Existing Holders and Potential Holders.

               1.            Prior to the Submission Deadline on each
                      Auction Date:

                      a.            Each Existing Holder may submit
                             to a Broker-Dealer by telephone information
                             as to:

                             (i)                   the number of Outstanding
                                    Units, if any, held by such Existing
                                    Holder that such Existing Holder desires
                                    to continue to hold for the next
                                    succeeding Dividend Period without regard
                                    to the rate determined by the Auction
                                    Procedures;

                             (ii)                  the number of Outstanding
                                    Units, if any, that such Existing Holder
                                    desires to continue to hold for the next
                                    succeeding Dividend Period, if the rate
                                    determined by the Auction procedures
                                    shall not be less than the rate per annum
                                    specified by such Existing Holder; and/or

                             (iii)                 the number of Outstanding
                                    Units, if any, held by such Existing
                                    Holder that such Existing Holder offers
                                    to sell without regard to the rate
                                    determined by the Auction Procedures for
                                    the next succeeding Dividend Period; and

                      b.            Each Broker-Dealer, using a list of
                             Potential Holders, in good faith for the
                             purpose of conducting a competitive Auction
                             in a commercially reasonable manner, shall
                             contact Potential Holders, including Persons
                             that are not Existing Holders, on such list
                             to determine the number of Outstanding Units,
                             if any, that each such Potential Holder
                             offers to purchase, if the rate determined by
                             the Auction Procedures for the next
                             succeeding Dividend Period shall not be less
                             than the rate per annum specified by such
                             Potential Holder.
<PAGE>42
                      c.            For the purposes hereof, the
                             communication to a Broker-Dealer of
                             information referred to in subparagraph a or
                             subparagraph b of this paragraph 1 is
                             referred to hereinafter as an "Order" and
                             collectively as "Orders," and each Existing
                             Holder and each Potential Holder placing an
                             Order is referred to hereinafter as a
                             "Bidder" and collectively as "Bidders;" an
                             Order containing the information referred to
                             in clause (i) of subparagraph a of this
                             paragraph 1 is referred to hereinafter as a
                             "Hold Order" and collectively as "Hold
                             Orders;" an Order containing the information
                             referred to in clause (ii) of subparagraph a
                             or subparagraph b of this paragraph 1 is
                             referred to hereinafter as a "Bid" and
                             collectively as "Bids;" and an Order
                             containing the information referred to in
                             clause (iii) of subparagraph a of this
                             paragraph l is referred to hereinafter as a
                             "Sell Order" and collectively as "Sell
                             Orders."

                      d.            On any Auction Date, a Bid submitted by
                             an Existing Holder shall constitute an
                             irrevocable offer to sell:

                             (i)                   the number of Outstanding
                                    Units specified in such bid if the rate
                                    determined by the Auction Procedures on
                                    such Auction Date shall be less than the
                                    rate specified in such Bid; or
                             
                             (ii)                  such number or a lesser
                                    number of Outstanding Units to be
                                    determined as set forth in subsection
                                    (d), paragraph 1, subparagraph d, of this
                                    Section (4), if the rate determined by
                                    the Auction Procedures on such Auction
                                    Date shall be equal to the rate specified
                                    in such Bid; or

                             (iii)                 a lesser number of
                                    Outstanding Units than was specified in
                                    such Bid, to be determined as set forth
                                    in subsection (d), paragraph 2,
                                    subparagraph c, of this Section (4), if
                                    the rate specified therein shall be
                                    higher than the Maximum Rate and
                                    Sufficient Clearing Bids do not exist.
<PAGE>43
                      e.            On any Auction Date, a Sell Order by an
                             Existing Holder shall constitute an
                             irrevocable offer to sell:

                             (i)                   the number of Outstanding
                                    Units specified in such Sell Order; or

                             (ii)                  such number or a lesser
                                    number of Outstanding Units as set forth
                                    in subsection (d), paragraph 2,
                                    subparagraph c, of this Section (4) if
                                    Sufficient Clearing bids do not exist.

                      f.            On any Auction Date, a Bid by a Potential
                             Holder shall constitute an irrevocable offer
                             to purchase:

                             (i)                   the number of Outstanding
                                    Units specified in such Bid if the rate
                                    determined by the Auction Procedures on 
                                    such Auction Date shall be higher than
                                    the rate specified in such Bid; or

                             (ii)                  such number or a lesser
                                    number of Outstanding Units as set forth
                                    in subsection (d), paragraph l,
                                    subparagraph e, of this Section (4) if
                                    the rate determined by the Auction
                                    Procedures on such Auction Date shall be
                                    equal to the rate specified in such Bid.

                      g.            On each Auction Date, the Trust Company
                             shall determine the Applicable AA Composite
                             Commercial Paper Rate and the Maximum Rate
                             and shall notify the Company and each Broker-
                             Dealer of each such rate not later than 9:30
                             A.M. on such Auction Date or such other time
                             on such Auction Date as specified by the
                             Trust Company with the consent of the Company
                             (which consent shall not be unreasonably
                             withheld).

       (b)            Submission of Orders by Broker-Dealers to Trust
Company.

               1.            Each Broker-Dealer shall submit in writing to
                      the Trust Company prior to the Submission
                      Deadline on each Auction Date all Orders obtained
                      by such Broker-Dealer and specifying with respect
                      to each Order:

                      a.            The name of the Bidder placing such
                             Order;
<PAGE>44
                      b.            The aggregate number of Units that are
                             the subject of such Order;

                      c.            To the extent that such Bidder is an
                             Existing Holder:

                             (i)                   the number of Units, if any,
                                    subject to any Hold Order placed by such
                                    Existing Holder;

                             (ii)                  the number of Units, if any,
                                    subject to any Bid placed by such
                                    Existing Holder and the rate specified in
                                    such Bid; and

                             (iii)                 the number of Units, if any,
                                    subject to any Sell Order placed by such
                                    Existing Holder; and

                      d.            To the extent such Bidder is a Potential
                             Holder, the number of Units and the rate
                             specified in such Potential Holder's Bid.

               2.            If any rate specified in any Bid contains
                      more than three figures to the right of the
                      decimal point, the Trust Company shall round such
                      rate up to the next highest one thousandth (.001)
                      of 1%.

               3.            If, for any reason, an Order or Orders
                      covering all of the Outstanding Units held by any
                      Existing Holder is not submitted to the Trust
                      Company prior to the Submission Deadline, the
                      Trust Company shall deem a Hold Order to have
                      been submitted on behalf of such Existing Holder
                      covering the number of Outstanding Units held by
                      such Existing Holder and not subject to Orders
                      submitted to Trust Company.

               4.            If one or more Orders by an Existing Holder
                      covering in the aggregate more than the number of
                      Outstanding Units held by such Existing Holder
                      are submitted to the Trust Company by one or more
                      Broker-Dealers on behalf of such Existing Holder,
                      such Orders shall be considered valid as follows
                      and in the following order of priority:
<PAGE>45
                      a.            Any Hold Orders submitted on behalf of
                             such Existing Holder shall be considered
                             valid up to and including, in the aggregate,
                             the number of Outstanding Units held by such
                             Existing Holder; provided that, if more than
                             one Hold Order is submitted on behalf of such
                             Existing Holder and the number of Units
                             subject to such Hold Orders exceeds the
                             number of Outstanding Units held by such
                             Existing Holder, the number of Units subject
                             to such Hold Orders shall be reduced pro rata
                             so that such Hold Orders shall cover only the
                             number of Outstanding Units held by such
                             Existing Holder;

                      b.     (i)                   Any Bid submitted on
                                    behalf of an Existing Holder shall be
                                    considered valid up to and including the
                                    excess of the number of Outstanding Units
                                    held by such Existing Holder over the
                                    number of Units subject to valid Hold
                                    Orders of such Existing Holder referred
                                    to in subparagraph a of this paragraph 4,

                             (ii)                  subject to clause (i) of this
                                    subparagraph b, if more than one Bid with
                                    the same rate is submitted on behalf of
                                    such Existing Holder and the aggregate
                                    number of Outstanding Units subject to
                                    such Bids is greater than the excess
                                    referred to in clause (i) of this
                                    subparagraph b, such Bids shall be
                                    considered valid up to the amount of such
                                    excess and the number of Units subject to
                                    such Bids shall be reduced pro rata so
                                    that such Bids shall cover only the
                                    number of Units equal to such excess,

                             (iii)                 subject to clause (i) of this
                                    subparagraph b, if more than one Bid with
                                    different rates is submitted on behalf of
                                    such Existing Holder, such Bids shall be
                                    considered valid in their entirety up to
                                    the excess referred to in clause (i) of
                                    this subparagraph b in the ascending
                                    order of their respective rates, and

                             (iv)                  in any such event
                                    specified in this subparagraph b, the
                                    number, if any, of such Units subject to
                                    Bids not valid under this subparagraph b
                                    shall be treated as the subject of a Bid
                                    by a Potential Holder; and
<PAGE>46
                      c.            Any Sell Order shall be considered valid
                             up to and including, in the aggregate, the
                             excess of the number of Outstanding Units
                             held by such Existing Holder over the sum of
                             the Units subject to valid Hold Orders of
                             such Existing Holder referred to in
                             subparagraph a of this paragraph 4 and valid
                             Bids by such Existing Holder referred to in
                             subparagraph b of this paragraph 4.

               5.            In any Auction, if more than one Bid is
                      submitted on behalf of any Potential Holder, each
                      Bid submitted shall be a separate Bid with the
                      rate and number of Units therein specified.

               6.            Orders by Existing Holders and Potential
                      Holders must specify a whole number of Units.  An
                      Order that does not specify a whole number of
                      Units will not be considered a Submitted Order
                      for purposes of the Auction.

       (c)                   Determination of Sufficient Clearing Bids,
               Winning Bid Rate and Applicable Rate.

               1.     Not earlier than the Submission Deadline on each
                      Auction Date, the Trust Company shall assemble
                      all Orders submitted or deemed submitted to it by
                      Broker-Dealers (each such Order as submitted or
                      deemed submitted by a Broker-Dealer being
                      referred to hereinafter individually as a
                      "Submitted Hold Order," a "Submitted Bid" or a
                      "Submitted Sell Order," as the case may be, or as
                      a "Submitted Order") and shall determine:

                      a.            The excess of the total number of
                             Outstanding Units over the number of
                             Outstanding Units that are the subject of
                             Submitted Hold Orders (such excess being
                             hereinafter referred to as the "Available
                             Units");

                      b.            From the Submitted Orders, whether the
                             number of Outstanding Units that are the
                             subject of Submitted Bids by Existing Holders
                             and Potential Holders specifying one or more
                             rates equal to or lower than the Maximum Rate
                             exceeds or is equal to the sum of:

                             (i)                   the number of Outstanding
                                    Units that are the subject of Submitted
                                    Bids by Existing Holders specifying one
                                    or more rates higher than the Maximum
                                    Rate, and
<PAGE>47
                      
                             (ii)                  the number of Outstanding
                                    Units that are subject to Submitted Sell
                                    Orders (in the event of such excess or of
                                    such equality (other than because the
                                    number of Units specified in each of
                                    clauses (i) and (ii) of this subparagraph
                                    b is zero because all of the Outstanding
                                    Units are the subject of Submitted Hold
                                    Orders) such Submitted Bids in this
                                    subparagraph b are hereinafter referred
                                    to collectively as "Sufficient Clearing
                                    Bids"); and
               
                      c.            If Sufficient Clearing Bids exist, the
                             lowest rate specified in the Submitted Bids
                             (the "Winning Bid Rate") which if:

                             (i)                   (A) Each Submitted Bid from
                                    Existing Holders specifying such Winning
                                    Bid Rate and (B) all other Submitted Bids
                                    from Existing Holders specifying lower
                                    rates were accepted, thus entitling such
                                    Existing Holders to continue to hold the
                                    Outstanding Units that are the subject of
                                    such Submitted Bids, and
                      
                             (ii)                  (A) Each Submitted Bid from
                                    Potential Holders specifying such Winning
                                    Bid Rate and (B) all other Submitted Bids
                                    from Potential Holders specifying lower
                                    rates were accepted, thus requiring the
                                    Potential Holders to purchase the
                                    Outstanding Units that are subject to
                                    such Submitted Bids,

                             would result in such Existing Holders
                             described in clause (i) of this subparagraph
                             c continuing to hold an aggregate number of
                             Outstanding Units that, when added to the
                             numbers of Outstanding Units to be purchased
                             by such Potential Holders described in clause
                             (ii) of this subparagraph c, would at least
                             equal the Available Units.
<PAGE>48
               2.            In connection with any Auction and promptly
                      after the Trust Company has made the
                      determinations pursuant to paragraph 1 of this
                      subsection (c), the Trust Company shall advise
                      the Company of the Applicable AA Composite
                      Commercial Paper Rate and the Maximum Rate and,
                      based on such determinations, of the Applicable
                      Rate for the next succeeding Dividend Period and
                      such other information as follows:

                      a.            If Sufficient Clearing Bids exist, that
                             the Applicable Rate for the next succeeding
                             Dividend Period shall be equal to the Winning
                             Bid Rate so determined;

                      b.            If Sufficient Clearing Bids do not exist
                             (other than because all of the Outstanding
                             Units are the subject of Submitted Hold
                             Orders), that the Applicable Rate for the
                             next succeeding Dividend Period shall be the
                             Maximum Rate; or

                      c.            If all of the Outstanding Units are the
                             subject of Submitted Hold Orders, that the
                             Applicable Rate for the next succeeding
                             Dividend Period shall be equal to the Minimum
                             Rate.

               (d)                  Acceptance and Rejection of Submitted
                      Bids and Submitted Sell Orders and Allocation of
                      Units.

                      Based on the determinations made pursuant to
                      subsection (c), paragraph l, of this Section (4),
                      the Submitted Bids and Submitted Sell Orders
                      shall be accepted or rejected and the Trust
                      Company shall take such other action as set forth
                      below:

                      1.            If Sufficient Clearing Bids have been
                             made, subject to the provisions of paragraphs
                             4 and 5 of this subsection (d), Submitted
                             Bids and Submitted Sell Orders shall be
                             accepted or rejected in the following order
                             of priority and all other Submitted Bids
                             shall be rejected:

                             a.            The Submitted Sell Orders of each
                                    Existing Holder shall be accepted and the
                                    Submitted Bids of each Existing Holder
                                    specifying any rate that is higher than
                                    the Winning Bid Rate shall be rejected,
                                    thus requiring each such Existing Holder
                                    to sell the Outstanding Units that are
                                    the subject of such Submitted Sell Orders
                                    or Submitted Bids;
<PAGE>49
                             b.            The Submitted Bids of each Existing
                                    Holder specifying any rate that is lower
                                    than the Winning Bid Rate shall be
                                    accepted, thus entitling each such
                                    Existing Holder to continue to hold the
                                    Outstanding Units that are the subject of
                                    such Submitted Bids; 

                             c.            The Submitted Bids of each Potential
                                    Holder specifying any rate that is lower
                                    than the Winning Bid Rate shall be
                                    accepted, thus requiring such Potential
                                    Holder to purchase the number of
                                    Outstanding Units that are the subject of
                                    such Submitted Bids;

                             d.            The Submitted Bids of each Existing
                                    Holder specifying a rate that is equal to
                                    the Winning Bid Rate shall be accepted,
                                    thus entitling such Existing Holder to
                                    continue to hold the Outstanding Units
                                    that are the subject  of each such
                                    Submitted Bid, unless the number of
                                    Outstanding Units subject to all such
                                    Submitted Bids of Existing Holders shall
                                    be greater than the number of Outstanding
                                    Units ("Remaining Units") equal to the
                                    excess of the Available Units over the
                                    number of Outstanding Units subject to
                                    Submitted Bids described in subparagraphs
                                    b and c of this paragraph 1, in which
                                    event the Submitted Bids of each such
                                    Existing Holder shall be rejected, and
                                    each such Existing Holder shall be
                                    required to sell Units, but only in an
                                    amount equal to the difference between
                                    (i) the number of Outstanding Units then
                                    held by such Existing Holder subject to
                                    such Submitted Bid and (ii) the number of
                                    Outstanding Units obtained by multiplying
                                    (x) the number of Remaining Units by (y)
                                    a fraction (the numerator of which shall
                                    be the number of Outstanding Units held
                                    by such Existing Holder subject to such
                                    Submitted Bid and the denominator of
                                    which shall be the sum of the number of
                                    Outstanding Units subject to such
                                    Submitted Bids made by all such Existing
                                    Holders that specified a rate equal to
                                    the Winning Bid Rate); and
<PAGE>50
                             e.            The Submitted Bid of each Potential
                                    Holder specifying a rate that is equal to
                                    the Winning Bid Rate shall be accepted,
                                    but only in an amount equal to the number
                                    of Outstanding Units obtained by
                                    multiplying (x) the difference between
                                    the Available Units and the number of
                                    Outstanding Units subject to Submitted
                                    Bids described in subparagraphs b, c, and
                                    d of this paragraph l by (y) a fraction
                                    (the numerator of which shall be the
                                    number of Outstanding Units subject to
                                    such Submitted Bid of such Potential
                                    Holder and the denominator of which shall
                                    be the sum of the number of Outstanding
                                    Units subject to Submitted Bids that
                                    specified rates equal to the Winning Bid
                                    Rate submitted by all such Potential
                                    Holders).

                      2.            If Sufficient Clearing Bids have not been
                             made (other than because all of the
                             Outstanding Units are subject to Submitted
                             Hold Orders), subject to the provisions of
                             paragraph 4 of this subsection (d), Submitted
                             Orders shall be accepted or rejected in the
                             following order of priority and all other
                             Submitted Bids shall be rejected:

                             a.            The Submitted Bids of each Existing
                                    Holder specifying any rate that is equal
                                    to or lower than the Maximum Rate shall
                                    be accepted, thus entitling such Existing
                                    Holder to continue to hold the
                                    Outstanding Units that are the subject of
                                    such Submitted Bids;

                             b.            The Submitted Bids of each Potential
                                    Holder specifying any rate that is equal
                                    to or lower than the Maximum Rate shall
                                    be accepted, thus requiring such
                                    Potential Holder to purchase the
                                    Outstanding Units that are the subject of
                                    such Submitted Bids; and
<PAGE>51
                             c.            The Submitted Bids of each Existing
                                    Holder specifying any rate that is higher
                                    than the Maximum Rate shall be rejected,
                                    and each Submitted Sell Order of each
                                    Existing Holder shall be accepted, thus
                                    requiring such Existing Holder to sell
                                    the Outstanding Units that are the
                                    subject of each such Submitted Bid or
                                    Submitted Sell Order, in both cases only
                                    in an amount equal to the difference
                                    between (i) the number of Outstanding
                                    Units then held by such Existing Holder
                                    subject to such Submitted Bid or
                                    Submitted Sell Order and (ii) the number
                                    of Outstanding Units obtained by
                                    multiplying (x) the difference between
                                    the Available Units and the aggregate
                                    number of Outstanding Units subject to
                                    Submitted Bids described in subparagraphs
                                    a and b of this paragraph 2 by (y) a
                                    fraction (the numerator of which shall be
                                    the number of Outstanding Units held by
                                    such Existing Holder subject to such
                                    Submitted Bid or Submitted Sell Order and
                                    the denominator of which shall be the
                                    number of Outstanding Units subject to
                                    all such Submitted Bids and Submitted
                                    Sell Orders of Existing Holders).

                      3.            If all of the Outstanding Units are the
                             subject of Submitted Hold Orders, all
                             Submitted Bids shall be rejected.

                      4.            If, as a result of the procedures
                             described in paragraph 1 or 2 of this
                             subsection (d), any Existing Holder would be
                             entitled to hold or required to sell, or any
                             Potential Holder would be required to
                             purchase, a fraction of a Unit on any Auction
                             Date, the Trust Company shall, in such manner
                             as, in its sole discretion, it shall
                             determine, round up or down the number of
                             Units to be held or sold by any Existing
                             Holder or purchased by any Potential Holder
                             on such Auction Date so that the number of
                             Units held or sold by each Existing Holder or
                             purchased by any Potential Holder on such
                             Auction Date shall be a whole number of
                             Units.
<PAGE>52
                      5.            If, as a result of the procedures
                             described in paragraph l of this subsection
                             (d), any Potential Holder would be entitled
                             or required to purchase less than a whole
                             Unit on any Auction Date, the Trust Company
                             shall, in such manner as, in its sole
                             discretion, it shall determine, allocate
                             Units for purchase among Potential Holders so
                             that only whole Units are purchased on such
                             Auction Date by any Potential Holder, even if
                             such allocation results in one or more of
                             such Potential Holders not purchasing Units
                             on such Auction Date.

                      6.            Based on the results of each Auction, the
                             Trust Company shall determine the aggregate
                             number of Outstanding Units to be purchased
                             and the aggregate number of Outstanding Units
                             to be sold by Potential Holders and Existing
                             Holders on whose behalf each Broker-Dealer
                             submitted Bids or Sell Orders and, with
                             respect to each Broker-Dealer, to the extent
                             that such aggregate number of Units to be
                             sold differ, determine to which other Broker-
                             Dealer or Broker-Dealers acting for one or
                             more purchasers such Broker-Dealer shall
                             deliver, or from which other Broker-Dealer or
                             Broker-Dealers acting for one or more sellers
                             such Broker-Dealer shall receive, as the case
                             may be, Units.

(5)            Miscellaneous.

       (a)                   So long as the Applicable Rate is based on
               the results of an Auction, an Existing Holder (i)
               may sell, transfer or otherwise dispose of shares of
               Series A Stock only in Units and only pursuant to a
               Bid or Sell Order in accordance with the Auction
               Procedures, or to or through a Broker-Dealer or to a
               Person that has delivered a signed copy of a Master
               Purchaser's Letter to the Trust Company; provided
               that, in the case of all transfers other than
               pursuant to Auctions, such Existing Holder or its
               Broker-Dealer or its Agent Member advises the Trust
               Company of such transfer, and (ii) shall have the
               ownership of the shares of Series A Stock held by it
               maintained in book entry form by the Securities
               Depository in the account of its Agent Member, which
               in turn will maintain account records of such
               Existing Holder's beneficial ownership.
<PAGE>53
       (b)                   Neither the Company nor any Affiliate thereof
               may submit an Order in any Auction.

       (c)                   All references to time of day refer to New
               York City time.

       (d)                   From and during the continuance of a Payment
               Failure and during any period in which there shall
               not be a Securities Depository, shares of Series A
               Stock may be registered for transfer or exchange and
               new certificates issued upon surrender of the old
               certificates properly endorsed for transfer, with
               (i) all necessary endorsers' signatures guaranteed
               in such manner and form as the Trust Company (or
               such other transfer agent or registrar) may require
               by a guarantor reasonably believed by the Trust
               Company (or such other transfer agent or registrar)
               to be responsible, (ii) accompanied by such
               assurances as the Trust Company (or such other
               transfer agent or registrar) shall deem necessary or
               appropriate to evidence the genuineness and
               effectiveness of each necessary endorsement and
               (iii) satisfactory evidence of compliance with all
               applicable laws relating to the collection of taxes
               or funds necessary for the payment of such taxes.

       (e)                   Commencing with the Dividend Payment Date for
               which a Payment Failure occurs, the Company or an
               Affiliate thereof, at the option of the Company, may
               perform any of the functions to be performed by the
               Trust Company or the Securities Depository set forth
               herein.

       (f)                   The Board of Directors of the Company may
               interpret the provisions of the Auction Procedures
               as set forth herein to resolve any inconsistency or
               ambiguity which may arise or be revealed in
               connection therewith, and, if such inconsistency or
               ambiguity reflects an inaccurate provision hereof,
               the Board of Directors of the Company may, in
               appropriate circumstances, authorize the filing of a
               corrected Articles of Amendment.

       (g)                   Shares of Series A Stock which have been
               redeemed or otherwise acquired by the Company or any
               Affiliate are not subject to reissuance as Series A
               Stock.
<PAGE>54
(6)            Redemption.

               The shares of Series A Stock shall be subject to
       redemption, in whole or in part on any Dividend Payment
       Date, upon the notice and in the manner and with the
       effect provided in Article Fifth of these Articles;
       provided that if such Article Fifth is amended to grant
       the Company's Board of Directors in certain instances
       the authority to determine the time, form and manner of
       a notice of redemption, from and after the date such
       amendment becomes effective, publication of notice of
       the redemption of the Series A Stock shall not be
       required and notice of such redemption shall be
       sufficient if mailed at least thirty (30) days' prior to
       redemption to the holders of record of the Series A
       Stock so to be redeemed, at their respective addresses
       as the same shall appear on the books of the Company,
       but no failure to mail a particular notice nor any
       defect therein or in the mailing thereof shall affect
       the validity of the proceedings for the redemption of
       those shares of Series A Stock for which proper notice
       has been given; provided further that all other terms of
       Article Fifth, as amended, relating to the redemption of
       shares of Preferred Stock and Preferred Stock (without
       par value) shall continue to apply to the redemption of
       the Series A Stock.  The notice of redemption shall
       include a statement setting forth (i) the number of
       shares of the Series A Stock to be redeemed (if
       applicable to be denominated in Units), (ii) the date
       fixed for redemption and (iii) the redemption price.  So
       long as shares of Series A Stock are held of record by
       the nominee of the Securities Depository, the Company
       need only give notice to the Securities Depository of
       any such redemption.  The redemption price or prices
       applicable to shares of said series shall be $100.00 per
       share plus accrued and unpaid dividends to the date of
       redemption.  Unless the shares of Series A Stock shall
       have been registered for transfer and exchange as
       provided in subsection (d) of Section (5), redemptions
       shall be made only in whole Units.

(7)            Voluntary or Involuntary Liquidation.

               The preferential amounts to which the holders of
       Series A Stock shall be entitled upon any voluntary or
       involuntary liquidation, dissolution or winding up of
       the Company, in addition to dividends accumulated but
       unpaid thereon, shall be $100 per share.
<PAGE>55
(8)            Stated Value.

               The stated value of the Series A Stock shall be $100
       per share.
               
       B.      Terms of $5.875 Cumulative Preferred Stock (without
par value).  The Company has classified 250,000 shares of
the Preferred Stock (without par value) as a series of such
Preferred Stock designated as "$5.875 Cumulative Preferred
Stock (without par value)."  The preferences, rights,
qualifications and restrictions of the shares of the "$5.875
Cumulative Preferred Stock (without par value)," shall be as
follows:

               (1)           The annual dividend payable in respect of
each share of said series shall be $5.875; and the initial
dividend in respect of each share of said series shall be
payable on July 15, 1993, when and as declared by the Board
of Directors of this Company, to holders of record on June
30, 1993, and will accrue from the date of original issuance
of said series; thereafter, such dividends shall be payable
on January 15, April 15, July 15 and October 15 in each year
(or the next business date thereafter in each case), when
and as declared by the Board of Directors of this Company,
for the quarter-yearly period ending on the last business
day of the preceding month.

               (2)           The shares of said series are not subject to
redemption prior to July 1, 1998.  On and after July 1,
1998, the shares of said series shall be subject to
redemption, in whole or in part, in the manner and with the
effect provided in these Articles; and the redemption price
or prices applicable to shares of said series shall be
$105.875 per share plus accrued and unpaid dividends to the
date of redemption if such date of redemption is on or
subsequent to July 1, 1998, and prior to July 1, 1999;
$104.700 per share plus accrued and unpaid dividends to the
date of redemption if such date of redemption is on or
subsequent to July 1, 1999, and prior to July 1, 2000;
$103.525 per share plus accrued and unpaid dividends to the
date of redemption if such date of redemption is on or
subsequent to July 1, 2000, and prior to July 1, 2001;
$102.350 per share plus accrued and unpaid dividends to the
date of redemption if such date of redemption is on or
subsequent to July 1, 2001, and prior to July 1, 2002;
$101.175 per share plus accrued and unpaid dividends to the
date of redemption if such date of redemption is on or
subsequent to July 1, 2002, and prior to July 1, 2003; and
$100.000 per share plus accrued and unpaid dividends
thereafter.

               Notice of every such redemption shall be mailed at
least thirty (30) days prior to redemption to the holders of
record of the $5.875 Cumulative Preferred Stock (without par
value) so to be redeemed, at their respective addresses as
the same shall appear on the books of the Company, but no
failure to mail a particular notice nor any defect therein
or in the mailing thereof shall affect the validity of the
proceedings for the redemption of those shares of $5.875
Cumulative Preferred Stock (without par value) for which
proper notice has been given.
<PAGE>56
               (3)           So long as any shares of said series shall
remain outstanding, the Company shall on or before July 15,
2003, and on or before July 15 of each year thereafter to
and including July 15, 2007, set aside, separate and apart
from its other funds, an amount equal to $1,250,000 (or such
lesser amount as may be sufficient to redeem all of the
shares of said series then outstanding) and shall on or
before July 15, 2008 (each such July 15 being hereinafter in
this Section 3 called a "Sinking Fund Redemption Date"), set
aside, separate and apart from its other funds, an amount
equal to $18,750,000 (or such lesser amount as may be
sufficient to redeem all the shares of said series then
outstanding) as a mandatory sinking fund payment for the
exclusive benefit of shares of said series, plus such
further amount as shall equal the accrued and unpaid
dividends on the shares of said series to be redeemed out of
such payment (as hereinafter in this Section 3 provided)
through the day preceding the applicable Sinking Fund
Redemption Date.  The obligation of the Company to make such
payment shall be cumulative, so that if for any reason the
full amount thereof shall not be set aside for any year, the
amount of the deficiency from time to time shall be added to
the amount due from the Company on subsequent Sinking Fund
Redemption Dates (or, if such deficiency exists on July 15,
2008, on subsequent quarterly dividend payment dates
thereafter for such series) until the deficiency shall have
been fully satisfied.  The Company shall be entitled to
credit against any such mandatory sinking fund payment
shares of said series redeemed by the Company at the
Company's option, purchased by the Company in the open
market or otherwise acquired by the Company, except through
application of any sinking fund payment, and not theretofore
so credited, at the sinking fund redemption price
hereinafter specified in this Section 3.

               Any amounts set aside by the Company pursuant to
this Section 3 shall be applied on the date of such setting
aside if a Sinking Fund Redemption Date or otherwise on the
first Sinking Fund Redemption Date occurring thereafter to
the redemption of shares of said series at $100.000 per
share, plus accrued and unpaid dividends through the day
preceding the applicable Sinking Fund Redemption Date, in
the manner and upon the notice provided in Section 2 of this
subarticle B.  If any Sinking Fund Redemption Date shall be
a Saturday, Sunday or other day on which banking
institutions in Louisville, Kentucky are authorized or
obligated to remain closed, such term shall be construed to
refer to the next preceding business day.

               Notwithstanding anything to the contrary set forth
above, no sinking fund payments on the shares of said series
of $5.875 Cumulative Preferred Stock shall be made: (i)
unless the full dividends on all shares of Preferred Stock
and Preferred Stock (without par value) at the time
outstanding for all past dividend periods shall have been
paid or declared and set apart for payment or (ii) if such
sinking fund payment would be contrary to applicable law.
<PAGE>57
               (4)           The preferential amounts to which the holders
of shares of such series shall be entitled upon any
liquidation, dissolution or winding up of the Company in
addition to dividends accumulated but unpaid thereon, shall
be $100.000 per share in the event of any voluntary
liquidation, dissolution or winding up of the Company,
except that if such voluntary liquidation, dissolution or
winding up of the Company shall have been approved by the
vote in favor thereof given at a meeting called for that
purpose or by the written consent of the holders of a
majority of the total shares of the $5.875 Cumulative
Preferred Stock (without par value) then outstanding, the
amount so payable on such voluntary liquidation, dissolution
or winding up shall be $100.000 per share; or $100.000 per
share, in the event of any involuntary liquidation,
dissolution or winding up of the Company.

               (5)           The shares of said series of $5.875
Cumulative Preferred Stock (without par value) shall be
subject to all other terms, provisions and restrictions set
forth in these Articles with respect to the shares of the
Preferred Stock (without par value) and, excepting only as
to the rates of dividend payable in respect of the shares of
said series, the dividend periods and dividend payment
dates, the redemption price or prices applicable to the
shares of said series, the sinking fund provisions
applicable to the shares of said series, and the liquidation
price applicable to shares of said series, shall have the
same relative rights and preferences as, shall be of equal
rank with, and shall confer rights equal to those conferred
by, all other shares of the Preferred Stock (without par
value) of the Company.

               (6)           The stated value of the shares of said series
shall be $100.00 per share."

The undersigned hereby certifies that the Articles of
Amendment and Restated Articles of Incorporation correctly
sets forth the corresponding Articles of Incorporation as
amended and that these Articles of Amendment and Restated
Articles of Incorporation supersede the original Articles of
Incorporation and any amendments and corrections thereto.

                                           Louisville Gas and Electric Company


                                           By:   John R. McCall
                                           ______________________
                                           John R. McCall, Executive
                                           Vice President,
                                           Secretary and General Counsel

<PAGE>58
                                              ARTICLES OF AMENDMENT AND 
                                          RESTATED ARTICLES OF INCORPORATION
                                                          OF
                                          LOUISVILLE GAS AND ELECTRIC COMPANY


       Pursuant to the provisions of KRS 271B.10-030 and KRS
271B.10-060, Louisville Gas and Electric Company,  a
Kentucky corporation (the "Company"), hereby adopts the
following Articles of Amendment to its Amended and Restated
Articles of Incorporation, as amended, and restates its
Articles of Incorporation, as amended:

       FIRST:         The name of the Company is Louisville Gas and
                      Electric Company.

       SECOND:               These Articles of Amendment and Restated
                      Articles of Incorporation (the "Restatement" ) do
                      not contain any amendments to the Company's
                      Amended and Restated Articles of Incorporation as
                      amended, requiring shareholder approval and were
                      adopted by the Company's Board of Directors on
                      September 4, 1996.

       THIRD:         The amendments contained in the Restatement do
                      not  provide for an exchange, reclassification or
                      cancellation of issued shares of stock of the
                      Company.

       FOURTH:               The Restatement together with the amendments
                      contained therein, supersede the original Amended
                      and Restated Articles of Incorporation, as
                      amended.

       FIFTH:         The Restatement, containing the amendments
                      adopted, shall read in its entirety as set forth
                      on Exhibit A attached hereto.

       Dated:                September 4, 1996

                                           LOUISVILLE GAS AND ELECTRIC 
                                           COMPANY


                                           By:   John R. McCall
                                                 _______________________
                                                 John R. McCall
                                           Title:  Executive Vice
                                           President, General Counsel
                                           and Corporate Secretary
<PAGE>59
                                                      CERTIFICATE


       Pursuant to the provisions of KRS 271B.10-070,
Louisville Gas and Electric Company, a Kentucky corporation
(the "Company"), files herewith Articles of Amendment and
Restated Articles of Incorporation and hereby certifies
that:

          FIRST:              The name of the Company is Louisville Gas and
                              Electric Company.

          SECOND:             The Articles of Amendment and Restated
                              Articles of Incorporation (the
                              "Restatement") filed herewith contains
                              no amendments to the Company's Articles
                              of Incorporation which require
                              shareholder approval.

          THIRD:              Articles First through Fourteenth of the
                              Company's Articles of Incorporation are
                              restated in their entirety as set forth
                              in the Restatement filed herewith, a
                              copy of which is attached hereto.

          FOURTH:             The Restatement of the Company's
                              Articles of Incorporation was adopted by
                              the Company's Board of Directors as of
                              September 4, 1996.

Dated: September 4, 1996.

                                                 LOUISVILLE GAS AND ELECTRIC
                                                 COMPANY
                                                 
                                                 
                                                 
                                                 By: John R. McCall
                                                     ________________________
                                                     John R. McCall
                                                 Title:  Executive Vice
                                                 President, General Counsel
                                                 and Corporate Secretary