Exhibit
3.2





AMENDED
AND RESTATED





BY-LAWS





OF





FARMERS
CAPITAL BANK CORPORATION





ARTICLE
I





OFFICES





1.1
PRINCIPAL OFFICE.  The principal office of the Corporation in the
Commonwealth of Kentucky shall be located at 201 West Main Street, Frankfort,
Kentucky 40601.  The Corporation may have such other offices, either
within or without the Commonwealth of Kentucky, as the business of the
Corporation may require from time to time.





1.2
REGISTERED OFFICE. The registered office of the Corporation may be, but need not
be, identical with its principal office in the Commonwealth of
Kentucky.  The address of the registered office may be changed from
time to time by the Board of Directors.





ARTICLE
II





SHAREHOLDERS





2.1
ANNUAL MEETINGS.  The annual meeting of the shareholders shall be held
at the principal office of the Corporation on the 2nd Tuesday in May of each
year, at such time as the Chief Executive Officer may designate.  The
purpose of such meetings shall be the election of directors in accordance with
Article VI of the Articles of Incorporation and such other business as may
properly come before it. If the election of directors shall not be held on the
day designated for an annual meeting, or at any adjournment thereof, the Board
of Directors shall cause the election to be held at a special meeting of the
shareholders as soon thereafter as may be practicable.





2.2  SPECIAL
MEETINGS.  Special  meetings of
the  shareholders  may be called by
the  Corporation's  Board of Directors,  or by the
holders of not less than  one-third  (33-1/3%)  of
all the  outstanding  shares  of
the  Corporation entitled to vote at
such  meeting,  who have  demanded  such
special  meeting in writing delivered to the Corporation's
Secretary.





2.3 PLACE
OF SPECIAL MEETINGS. The Board of Directors may designate any place within or
without the Commonwealth of Kentucky as the place for any special meeting called
by the Board of Directors.  A waiver of notice signed by all
shareholders may include a designation of any place, either within or without
the Commonwealth of Kentucky, as the place for the holding of such
meeting.  If no designation is properly made, or if a special meeting
be otherwise called, the place of meeting shall be at the registered office of
the Corporation in the Commonwealth of Kentucky.





2.4
NOTICE OF ANNUAL OR SPECIAL MEETINGS.  Written or
printed  notice stating the place, day and hour of the meeting of
shareholders and, in case of a special meeting of  shareholders, the
purpose or purposes for which the meeting is called, shall be delivered not less
than ten (10) days nor more than sixty (60) days before the date of the meeting,
either personally or by mail, by or at the  direction  of
the President or the Secretary, or the officer or persons calling the meeting,
to each shareholder of record entitled to vote at such meeting.  If
mailed, such notice shall be deemed to be delivered when deposited in the United
States mail in a sealed envelope addressed to the shareholder at his or her
address as it appears on the stock transfer books of the Corporation, with
postage thereon prepaid.





2.5
MEETINGS BY CONSENT OF ALL SHAREHOLDERS.  If all the shareholders
shall meet at any time and place, either within or without the Commonwealth of
Kentucky, and no shareholder objects at such meeting to holding the meeting or
transacting business therein, such meeting shall be valid without call or
notice, and at such meeting, any corporate action may be taken.





2.6
WAIVER AND CONSENT TO MEETINGS OF LESS THAN ALL SHAREHOLDERS.  If a
shareholder meeting shall occur without all shareholders in attendance, a prior
or subsequent written waiver of notice or consent to the holding of such meeting
by the absent shareholders shall be equivalent to the call and giving of any
requisite notice, and such meeting shall be valid without call or notice, and
corporate action may be taken at such meeting.





2.7
CLOSING TRANSFER BOOKS AND FIXING OF A RECORD DATE.  The Board of
Directors of the Corporation may close its stock transfer books for a period not
exceeding  seventy  (70)
days  immediately  prior to the date of
any  meeting of shareholders,  or the date for the payment
of any dividend or for the allotment of rights, or to the date
when


1


any
exchange or  reclassification of shares shall be effective, as the
record date for the determination of shareholders entitled to notice of, or to
vote at, such meeting,  or shareholders entitled to receive payment of
any such dividend or to receive any such allotment of rights, or to exercise any
rights in respect of any exchange or reclassification of shares; and
the  shareholders of record on such record  date shall be
the  shareholders entitled to notice of, and to vote at, such meeting,
or to receive payment of such dividend or to
receive  such  allotment  of rights, or to
exercise such rights, in the event of an exchange or
reclassification  of shares, as the case may be. If the
transfer  books are not closed and no record date is fixed by the
Board of  Directors, the day before the date on
which  notice of the meeting is mailed, or the date on which the
resolution of the Board of Directors  declaring
such  dividend  is adopted or
such  other  action is taken, as the case may be, shall be
deemed to be the record date for the determination of the shareholders of
the  Corporation  and
the  number  of  shares  owned  by
them  for all of the purposes set forth in the
immediately  preceding sentence.  When a determination of
shareholders has been made as provided in this Section, such determination shall
apply to any adjournment thereof.





2.8
VOTING RECORD.  The officer or agent having charge of the transfer
book  for  shares  of  the  Corporation  shall  make  a  complete  list  of  the
shareholders entitled to vote at such meeting, arranged in alphabetical order by
voting  group,  with
the  address  of,  and the number of
shares  held by,  each shareholder.  Such list
shall be produced and be available for inspection at the
corporation's  principal  office  beginning  five
(5)  business  days before the meeting for which the list
was  prepared.  Such list shall also be available at the
time and place of the meeting and shall be subject to the inspection of any
shareholder during the whole course of the meeting.





2.9
QUORUM.  A majority of the  outstanding  shares of
the  Corporation entitled to vote on a particular matter, or a
majority of the shares entitled to vote as
a  separate  voting  group,  represented  in
person  or by proxy,  shall constitute a quorum at any
meeting of shareholders.  If a quorum of shareholders is
present,  the affirmative vote of a majority of the shares represented
at the meeting  and  entitled  to vote on
the  subject  matter  shall be the act of the
shareholders,  unless  the vote of a
greater  number
of  voting  by  classes  is
required  by  the  Kentucky  Business  Corporation  Act
or by  the  Articles  of
Incorporation  or these By-Laws.  The shareholders present
at a duly organized meeting can continue to do business until adjournment,
notwithstanding the withdrawal of enough shareholders to leave less than a
quorum.





2.10
PROXIES.  At all meetings of shareholders, a shareholder may vote by
proxy executed in writing by the shareholder or by his or her duly authorized
attorney-in-fact.  Such proxy shall be filed with the Secretary of the
Corporation before or at the time of the meeting.  No proxy shall be
valid after eleven (11) months from the date of its execution, unless otherwise
provided in the proxy.  A proxy, unless coupled with an interest and
expressly made irrevocable, may be revoked in writing at any
time.  The effective time of such revocation shall be the time the
Secretary of the Corporation receives the written notice of
revocation.





2.11  VOTING
OF SHARES.  Each outstanding share of common stock authorized by the
Corporation's Articles of Incorporation to have voting power shall be entitled
to one vote upon each matter submitted to a vote at a meeting of
shareholders.  The voting rights, if any, of classes of shares other
than voting common stock shall be as set forth in the Corporation's Articles of
Incorporation or by appropriate legal action of the Board of
Directors.





2.12     VOTING
OF SHARES BY CERTAIN HOLDERS.


(a)
Shares standing in the name of another corporation may be voted by that
corporation's president or by proxy appointed by him or her or by such other
officer, agent or proxy as the by-laws of such other corporation may prescribe,
or, in the absence of such provision, as the board of directors of such other
corporation may determine.





(b)
Shares held by an administrator, executor, guardian or conservator may be voted
by him or her, either in person or by proxy, without a transfer of such shares
into his or her name.  Shares standing in the name of a trustee may be
voted by him or her, either in person or by proxy, but no trustee shall be
entitled to vote shares held by him or her without a transfer of such shares
into his or her name.





(c)
Shares  standing in the name of a receiver may be voted by
such  receiver,  and shares  held by or under
the  control of a receiver  may be voted by
such  receiver  without
the  transfer  thereof  into his or her name if
authority so to do be contained  in
an  appropriate  order of the court by which such receiver
was appointed.





(d) Where
shares are held jointly by two or more  co-owners or
fiduciaries,  if only one such fiduciary votes, his or her act shall
be presumed by the  Corporation  to be the vote of
such  co-owners or  fiduciaries,  if such
fiduciary  appears to be voting on behalf of all
the  co-owners or  fiduciaries. Where shares are held
jointly by three (3) or more fiduciaries,  the will of the majority of
such fiduciaries shall control the manner of voting or the giving of a proxy
unless the  instrument or
order  appointing  the  fiduciaries  otherwise
directs.  Where, in any case, fiduciaries are equally divided upon the
manner of voting shares  jointly held by them,  any court of
competent  jurisdiction  may, upon petition filed by any of
the fiduciaries, or by any beneficiary, appoint an additional person to act with
the fiduciaries in determining the manner in which
the  shares  shall  be
voted  upon  the  particular  questions  as
to which  the fiduciaries are divided.





(e) A
shareholder whose shares are pledged shall be entitled to vote such shares until
the shares have been transferred into the name of the pledgee, and thereafter,
the pledgee shall be entitled to vote the shares so
transferred.


2





(f) The
Secretary of the  Corporation may demand written proof that the person
asserting the right to vote shares pursuant to this Section 2.12 holds the
position he or she claims to hold and has been properly  authorized to
vote  the  shares  he or
she  represents.  Such proof, if demanded, shall be
presented prior to the voting of such shares by such person.





2.13
VOTING FOR DIRECTORS. Corporation directors shall be elected by a plurality of
votes cast by the shares entitled to vote in the election at a meeting of
shareholders at which a quorum is present.  A "plurality" means that
the individuals with the largest number of votes are elected as directors up to
the maximum number of directors to be chosen at the election.





2.14
ACTION BY WRITTEN CONSENT.  Any action  required to be
taken,  or which may be taken,  at a meeting  of
the  shareholders  may be taken  without a meeting
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.





ARTICLE
III





DIRECTORS





3.1
GENERAL POWERS.  The business and affairs of the Corporation shall be
managed by its Board of Directors.





3.2
NUMBER, TENURE AND QUALIFICATIONS.  The number of directors of the
Corporation shall be twelve (12), who shall be divided into three (3) classes,
and be elected and hold office as provided in Article VI of the Articles of
Incorporation.  Each director shall hold office for the term for which
he or she is elected or until his or her successor shall have been elected and
qualified, whichever period is longer. The Board of Directors shall have
authority to amend the By-Laws to prescribe other qualifications for
directors.





3.3  REMOVAL  AND  RESIGNATIONS.  At
a meeting of shareholders called expressly for that purpose, any director may be
removed, with cause, by a vote of the holders of a majority of the shares then
entitled to vote at an election of directors.  At a meeting of
shareholders called expressly for that purpose, any director may be removed,
without cause, by a vote of the holders of eighty (80%) percent of the shares
then entitled to vote at an election of directors. Any member of the Board
of  Directors  may resign from the Board of Directors at
any  time  by  giving  written  notice  to
the  President  or  Secretary  of the
Corporation,  and
unless  otherwise  specified  therein,  the
acceptance of such resignation shall not be necessary to make it
effective.





3.4  REGULAR  MEETINGS.  A
regular annual meeting of the Board of Directors shall be held immediately after
the annual meeting of shareholders. The Board of Directors may provide, by
resolution, the time and place, either within or without the Commonwealth of
Kentucky, for the holding of additional regular meetings without other notice
than such resolution.





3.5
SPECIAL MEETINGS. Special Meetings of the Board of Directors may be called by or
at the request of the President or, if the Corporation has more than one
director, any two directors.  All special meetings of the Board of
Directors shall be held at the principal office of the Corporation or such other
place as may be specified in the notice of the meeting.





3.6
MANNER OF CONDUCTING BOARD MEETINGS.  The Board of Directors of the
Corporation may permit any or all directors to participate in a regular or
special meeting by, or conduct the meeting through the use of, any means of
communication by which all directors participating may simultaneously hear each
other during the meeting.  A director participating in a meeting by
this means shall be deemed to be present in person at the meeting. Directors may
also take action by the means described in KRS 271B.8-210.





3.7
NOTICE.  Notice of the date, time and place of any special meeting
shall be given at least two (2) days prior thereto by written notice delivered
personally or mailed to each director at his or her business address, or by
telegram.  Any director may waive notice of any
meeting.  The attendance of a director at, or participation in, any
meeting shall constitute a waiver of notice of such meeting, except where a
director attends a meeting for the express purpose of objecting (at the
beginning of the meeting) to the transaction of any business because the meeting
is not lawfully called or convened.  Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the Board
of Directors need be specified in the notice or waiver of notice of such
meeting.





3.8  QUORUM.  A
majority of the number of directors fixed by, or determined in accordance with,
Section 3.2 hereof shall constitute a quorum for the transaction of business at
any meeting of the Board of Directors, provided that, if less than a majority of
the directors are present at said meeting, a majority of the directors present
may adjourn the meeting from time to time without further notice.





3.9  VOTING.  The
act of the majority of the directors present at a meeting at which a quorum is
present shall be the act of the Board of Directors, unless otherwise required by
the Articles of Incorporation.


3





A
director who is present at a meeting of the Board of Directors or a committee of
the Board of Directors where action is taken shall be deemed to have assented to
the action taken unless:





(a) He or
she objects at the beginning of the meeting (or promptly upon his or her
arrival) to holding it or transacting business at the meeting;





(b) His
or her dissent or abstention from the action taken is entered in the minutes of
the meeting; or





(c) He or
she delivers  written  notice of his or her dissent or
abstention for the  presiding  officer  of
the  meeting  before
its  adjournment  or to the
Corporation  immediately after adjournment of the
meeting.  The right of dissent or abstention shall not be available to
a director who votes in favor of the action.





3.10
VACANCIES.  Any vacancy occurring in the Board of Directors may be
filled by the shareholders or by the Board of Directors.  If the
directors remaining in office constitute fewer than a quorum of the Board, they
may fill the vacancy by the affirmative vote of a majority of all directors
remaining in office.  If the vacancy was held by a director elected by
a voting group of shareholders, only the holders of shares of that voting group
shall be entitled to vote to fill the vacancy if it is filled by the
shareholders.  A vacancy that will occur at a specific later date may
be filled before the vacancy occurs, but the new director may not take office
until the vacancy occurs.





A
director elected to fill a vacancy shall be elected for the unexpired term of
his or her predecessor in office.  Any directorship to be filled by
reason of an increase in the number of directors may be filled by the Board of
Directors for a term of office continuing only until the next election of
directors by the shareholders.





3.11  COMPENSATION.  By
resolution of the Board of Directors, each director may be paid his or her
expenses, if any, of attendance at each meeting of the Board of Directors, and
may be paid a stated stipend as director or a fixed sum for attendance at each
meeting of the Board of Directors, or both. No such payment shall preclude any
director from serving the Corporation in any other capacity and receiving
compensation therefor.





3.12
ACTION BY WRITTEN CONSENT.  Any action required or permitted to be
taken by the Board of Directors at a meeting may be taken without a meeting if a
consent in writing, setting forth the action so taken, shall be signed by all of
the directors.





3.13
CHAIRMAN AND VICE-CHAIRMAN OF THE BOARD.  The Board of Directors may
appoint one of its members Chairman of the Board of Directors.  The
Board of Directors may also appoint one of its members as Vice-Chairman of the
Board of Directors, and such individual shall serve in the absence of the
Chairman and perform such additional duties as may be assigned to him or her by
the Board of Directors.





3.14
COMMITTEES.  The Board of Directors, by resolu­tion adopted by a
majority of the full Board, may designate from among its members such committees
as from time to time it may consider necessary or appropriate to conduct the
affairs of the Corporation, which may include an executive
committee.  Each such committee shall have such power and authority as
the Board of Directors may, from time to time, legally establish for
it.  The tenure and qualifications of the members of each committee,
the procedures by which resignations and removals of members of such committee
shall be acted upon or accomplished and the stipends or fixed sums for
attendance at meetings shall be fixed by the resolu­tion adopted by the
Board of Directors relative to such matters.  Unless the Board of
Directors determines by resolution to the contrary respecting any committee:
meetings of a committee may be called by any member of a committee or the
President upon the same notice (or waiver) required for meetings of the full
Board of Directors, a majority of the members of each committee shall constitute
a quorum for conducting business, the act of a majority of the members present
at a meeting at which a quorum is present shall be the act of the committee, the
committee may conduct meetings in the manner permitted by Section 3.6 of these
Bylaws, and the committee may take action by unanimous written consent of all
its members in the same manner as the full Board of Directors.





ARTICLE
IV





OFFICERS





4.1
OFFICERS. The officers of the Corporation shall be a President, one or more
Vice-Presidents a Secretary and a Treasurer, each of whom shall be elected by
the Board of Directors. Such other officers and assistant officers as may be
deemed necessary may be elected or appointed by the Board of Directors. Any two
or more offices may be held by the same person, except the offices of President
and Secretary may not be held by the same person.





4.2
ELECTION AND TERM OF OFFICE.  The officers of the Corporation shall be
elected by the Board of Directors at the first and, thereafter at each, annual
meeting of the Board of Directors.  If the election of officers shall
not be held at any such meeting, such election shall be held as soon thereafter
as is convenient.  Vacancies may be filled or new offices
created


4


and
filled at any meeting of the Board of Directors.  Each officer shall
hold office until his or her successor shall have been duly elected and shall
have qualified or until his or her death or until he or she shall resign or
shall have been removed in the manner hereinafter provided.





4.3
REMOVAL AND RESIGNATIONS. Any officer or agent elected or appointed by the Board
of Directors may be removed by the Board of Directors, with or without cause,
whenever, in its judgment, the best interests of the Corporation would be served
thereby, but such removal shall be without prejudice to the contract rights, if
any of the person so removed.  Election or appointment of an officer
or agent shall not of itself create contract rights.  Any officer of
the Corporation may resign at any time by giving written notice to the President
or Secretary of the Corporation, and unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it
effective.





4.4
VACANCIES.  A vacancy in any office because of death, resignation,
removal, disqualification or otherwise may be filled by the Board of Directors
for the unexpired portion of the term.





4.5
CHAIRMAN OF THE BOARD OF DIRECTORS. The Chairman of the Board shall preside at
all meetings of the shareholders and Board of Directors.





4.6
PRESIDENT.  The President shall be the Chief Executive Officer of the
Corporation.  If no chairman has been appointed or, in the absence of
the chairman, he or she shall preside at all meetings of the shareholders and of
the Board of Directors.  He or she may sign, with the Secretary or any
other proper officer of the Corporation thereunto authorized by the Board of
Directors, certificates for shares of the Corporation, any deeds, mortgages,
bonds, contracts or other instruments which the Board of Directors has
authorized to be executed, except in cases where the signing and execution
thereof shall be expressly delegated by the Board of Directors or by these
By-Laws to some other officer or agent of the Corporation, or shall be required
by law to be otherwise signed or executed; and, in general, shall perform all
duties incident to the office of President and such other duties as may be
prescribed by the Board of Directors from time to time. Unless otherwise ordered
by the Board of Directors, the President shall have full power and authority on
behalf of the Corporation to attend, act and vote at any meetings of
shareholders of any corporation in which the Corporation may hold stock, and at
any such meeting, shall hold and may exercise all rights incident to the
ownership of such stock which the Corporation, as owner, might have had and
exercised if present.  The Board of Directors may confer like powers
on any other person or persons.





4.7 VICE
PRESIDENTS.  In the absence of the President, or in the event of his
or her inability or refusal to act, the Vice President (or, in the event there
is more than one Vice President, the Vice President in order designated at the
time of this election, or in the absence of any designation, then, in the order
of their election), shall perform the duties of the President and when so
acting, shall have all powers of and be subject to all the restrictions upon the
President.  Any Vice President may sign, with the Secretary or an
Assistant Secretary, certificates for shares of the Corporation whose issuance
has been authorized by the Board of Directors. The Vice President shall also
perform such other duties as may from time to time be assigned to him or her by
the President or by the Board of Directors.





4.8  TREASURER.  The
Treasurer shall have charge and custody of and be responsible for all funds and
securities of the Corporation; receive and give receipts for monies due
and  payable to the Corporation from any source whatsoever, and
deposit all such monies in the name of the Corporation in such banks, trust
companies and other depositories as shall be selected in accordance with the
provisions of ARTICLE V of these By-Laws; and, in general, perform all the
duties incident to the office of Treasurer and such other duties as from time to
time may be assigned to him or her by the Chairman of the Board, the President
or the Board of Directors. If required by the Board of Directors, the Treasurer
shall give a bond for the faithful discharge of his or her duties in such sum
and with such surety or sureties as the Board of Directors shall
determine.





4.9  SECRETARY.  The  Secretary
shall (a)  keep the minutes of the shareholders' meetings and of the
Board of Directors' meetings in one or more books provided for that purpose; (b)
see that all notices are duly given in accordance with the provisions of these
By-Laws or as required by law; (c) be custodian of the corporate records and of
the seal, if any, of the Corporation;(d) keep a register of the Post Office
address of each shareholder; (e) sign with the President or Vice President
certificates for shares of stock of the Corporation; (f) have general charge of
the stock transfer books of the Corporation; and, in general, perform all duties
incident to the office of Secretary and such other duties as from time to time
may be assigned to him or her by the Chairman of the Board, the President or by
the Board of Directors.





ARTICLE
V





CONTRACTS,
LOANS, CHECKS


AND
DEPOSITS





5.1  CONTRACTS.  The
Board of Directors may authorize any officer or officers, agent or agents, to
enter into any contract and execute and deliver any instruments in the name of
and on behalf of the Corporation. Such authority may be general or confined to
specific instances.


5


5.2
LOANS. No loans shall be contracted on behalf of the Corporation, and no
evidences of indebtedness shall be issued in its name unless authorized by a
resolution of the Board of Directors.  Such authority may be general
or confined to specific instances.





5.3
CHECKS, DRAFTS, ETC.  All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness issued in the name of
the Corporation shall be signed by such officer or officers, or agent or agents,
of the Corporation and in such manner as shall, from time to time, be determined
by resolution of the Board of Directors.





5.4
DEPOSITS. All funds of the Corporation not otherwise employed shall be
deposited, from time to time, to the credit of the Corporation in such banks,
trust companies and other depositories as the Board of Directors may
select.





ARTICLE
VI





CERTIFICATES
FOR SHARES AND


THEIR
TRANSFER





6.1
CERTIFICATES FOR SHARES.  Certificates representing shares of the
Corporation shall be in such form as may be determined by the Board of Directors
and by the laws of the Commonwealth of Kentucky.  Such certificates
shall be signed (either manually or in facsimile) by the President or a Vice
President and by the Secretary or an Assistant Secretary, and may bear the seal
of the Corporation, or a facsimile thereof.  All certificates for
shares shall be consecutively numbered.  The name of the person owning
the shares represented thereby, with the number of shares and date of issue,
shall be entered on the books of the Corporation.  All certificates
surrendered to the Corporation for transfer shall be cancelled and no new
certificates shall be issued until the former certificates for a like number of
shares shall have been surrendered and cancelled, except that, in case of a
lost, destroyed or mutilated certificate, a new one may be issued therefor upon
such terms and indemnity to the Corporation as the Board of Directors may
prescribe.





6.2
TRANSFER OF SHARES.  Transfer of shares of the Corporation shall be
made only on the books of the Corporation by the registered holder thereof, or
by his or her legal representative who shall furnish proper evidence of
authority to transfer, or by his or her attorney thereunto authorized by power
of attorney duly executed and filed with the Secretary of the Corporation, and
on surrender for cancellation of the certificate for such shares.  The
person in whose name shares stand on the books of the Corporation shall be
deemed the owner thereof for all purposes as regards the
Corporation.





ARTICLE
VII





EMERGENCY
BY-LAWS





7.1
ADOPTION OF EMERGENCE BY-LAWS.  The Emergency  By-Laws
provided in this ARTICLE VII shall be operative during any emergency in the
conduct of the business of the Corporation resulting from an attack on the
United States or on a locality in which the Corporation conducts its business or
customarily holds meetings of its Board of Directors or its stockholders, or
during any nuclear or atomic disaster, or during the existence of any natural or
other catastrophe, or other similar emergency condition, as a result of which a
quorum of the Board of Directors, or a standing committee thereof, cannot
readily be convened for action, notwithstanding  any different
provision in the other Articles of these By-Laws or in the  Articles
of Incorporation of the Corporation or in the Kentucky Business Corporation
Act.  To the extent not inconsistent with the provisions of this
Article, the By-laws provided in the other Articles thereof shall remain in
effect during such emergency and upon its termination, the Emergency By-Laws
shall cease to be operative.





(a) A
meeting of the Board of Directors may be called by any officer or director of
the Corporation.  Notice of the time and place of the meeting shall be
given by the person calling the meeting to such of the directors as it may be
feasible to reach by any available means of communication.  Such
notice shall be given at such time in advance of the meeting as circumstances
permit in the judgment of the person calling the meeting.





(b) The
director or directors in attendance at the meeting shall constitute a
quorum.





(c) The
Board of Directors, either before or during any such emergency, may
provide,  and from time to time modify,  lines
of  succession  in the event that during  such
an  emergency,  any or all  officers  or
agents of the  Corporation shall, for any reason, be rendered
incapable of discharging their duties.





(d) The
Board of Directors, either before or during any such emergency, may, effective
in the emergency, change the head office or designate several alternative head
offices or regional offices, or authorize the officers to do so.





(e) No
officer, director or employee acting in accordance with these Emergency By-Laws
shall be liable for actions taken with respect thereto, except for willful
misconduct. No officer, director or employee shall be liable for any action
taken by him or her in good faith in such an emergency in furtherance of the
ordinary business affairs of the Corporation, even though not authorized by the
By-Laws then in effect.


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7.2  CHANGES
IN EMERGENCE BY-LAWS.  The Emergency By-Laws shall be subject to
repeal or change by further action of the Board of Directors or by action of the
shareholders, but no such repeal or change shall modify the provisions of the
next preceding paragraph with regard to action taken prior to the time of such
repeal or change.  Any amendment of these Emergency By-Laws may make
any further or different provision that may be practical and necessary for the
circumstances of the emergency.





ARTICLE
VIII





INDEMNIFICATION





8.1
DEFINITIONS. As used in this Article VIII:





(a)
"Proceeding" means any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, and
whether formal or informal;





(b)  "Party"
includes a person who was, is or is threatened to be made a named defendant or
respondent in a Proceeding;





(c)
"Expenses" include attorneys fees:





(d)  "Officer"  means  any  person  serving  as  Chairman  of
the  Board of Directors,  President, Vice
President,  Treasurer, Secretary, Financial Officer, General Counsel
or any other officer of the Corporation; and





(e)  "Director"  means  an  individual  who  is
or  was a  director  of the Corporation or an
individual who, while a director of the Corporation, is or was serving at
the  request of the  Corporation  as
a  director,  officer,  partner,
trustee,   employee  or  agent  of  another  foreign  or  domestic  corporation,
partnership,  joint venture, trust, employee benefit plan or other
enterprise. A Director shall be considered  serving an employee
benefit plan at the request of the Corporation if his or her duties to
the  Corporation  also impose duties on, or
otherwise  involve  services by, him or her to the plan or
to participants in or beneficiaries of the plan.  "Director" includes,
unless the context requires otherwise, the estate or personal representative of
a director.





8.2
INDEMNIFICATION BY CORPORATION.





(a)
The  Corporation  shall indemnify any Officer or Director
who is made a Party to any  Proceeding  by
reason  of the fact  that such  person is or was
an Officer or Director if:





(1) Such
Officer or Director conducted himself in good faith; and





(2) Such
Officer or Director reasonably believed:





(i) In
the case of conduct in his official capacity with the Corporation, that his
conduct was in the best interests of the Corporation; and





(ii) In
all other cases, that his conduct was at least not opposed to the best interests
of the Corporation; and





(3) In
the case of any criminal Proceeding, he had no reasonable cause to believe his
conduct was unlawful.





(b) A
Director's  conduct  with  respect to an
employee  benefit plan for a purpose he or she
reasonably  believes to be in the interest of the participants in and
beneficiaries of the plan shall be conduct that satisfies the requirement of
Section 8.2 (a)(2)(ii) of these By-Laws.





(c)  Indemnification  shall
be made against  judgments,  penalties,  fines,
settlements and reasonable Expenses, including legal Expenses, actually incurred
by such Officer or Director in connection  with
the  Proceeding,  except that if the Proceeding was by or in
the right of the Corporation,  indemnification shall be made only
against such  reasonable  Expenses and shall not be made in
respect of any  Proceeding in which the Officer or
Director  shall have been adjudged to be liable to
the  Corporation.  The  termination  of
any Proceeding by judgment,
order,  settlement,  conviction  or  upon  a  plea  of  nolo  contenders  or
its equivalent,  shall not, by itself, be determinative that the
Officer or Director did not meet the requisite standard of conduct set forth in
this Section 8.2.





(d)           (1)
Reasonable Expenses incurred by an Officer or Director as a Party to
a  Proceeding  with  respect to
which  indemnity is to be provided under this Section 8.2 shall be
paid or reimbursed by the Corporation in advance of the final disposition of
such Proceeding provided:


7





(i) The
Corporation  receives (I) a written affirmation by the Officer
or  Director  of his or her
good  faith  belief  that he or she has met the
requisite  standard of conduct set forth in this  Section
8.2, and (II) the Corporation  receives a
written  undertaking by or on behalf of the Officer or Director to
repay such amount if it shall  ultimately be determined that he or she
has not met such standard of conduct; and





(ii) The
Corporation's  Board  of  Directors  (or  other  appropriate
decision maker for the Corporation) determines that the facts then known to
the  Board  of   Directors   (or   decision   maker)   would  not  preclude
indemnification under Kentucky law.





(2)  The  undertaking   required  herein  shall  be  an  unlimited  general
obligation  of the Officer or Director  but shall not
require any  security  and shall be accepted
without  reference to the financial  ability of the Officer
or Director to make repayment.





(3)
Determinations and authorizations of payments under this Section 8.2(d) shall be
made in the manner specified in Section 8.2(e) of these By-Laws.





(e)           (1)
The  Corporation  shall not indemnify an officer or
Director  under this Section 8.2 unless  authorized in the
specific  case after a  determination has been made
that  indemnification of the Officer or Director is permissible in the
circumstances because he or she has met the standard of conduct set forth in
this Section 8.2.





(2) Such
determination shall be made:





(i) By
the Corporation's Board of Directors by majority vote of a quorum consisting of
directors not at the time Parties to the Proceeding;





(ii) If a
quorum  cannot be
obtained  under  Section  8.2(e)(2)(i)  of
these  By-Laws,  by majority  vote of a
committee  duly  designated  by the
Corporation's  Board of Directors (in
which  designation  directors who are Parties
may  participate),  consisting  solely of two (2)
or more directors not at the time Parties to the Proceeding; or





(iii) By
special legal counsel:





(I)
Selected by the Corporation's Board of Directors or its committee in
the  manner  prescribed  in  Sections  8.2(e)(2)(i)  and  (ii)
of  these By-laws; or





(II)If a
quorum of the Board of Directors  cannot
be  obtained  under Section 8.2(e)(2)(i) of these By-laws
and a committee cannot be designated under Section 8.2(e)(2)(ii) of these
By-laws, selected by a majority vote of the full Board of Directors (in which
selection directors who are Parties may participate); or





(iv) By
the shareholders, provided that shares owned by or voted under the control of
Directors who are at the time parties to the Proceeding shall not be voted on
the determination.





(3)
Authorization of indemnification and evaluation as to reasonableness of
Expenses  shall  be  made  in  the  same  manner  as  the   determination   that
indemnification  is  permissible,  except that if
the  determination  is made by special legal
counsel,  authorization  of  indemnification  and
evaluation as to
reasonableness  of  Expenses  shall  be
made by  those  entitled  under  Section
8.2(e)(2)(iii) of these By-laws to select counsel.





8.3
FURTHER INDEMNIFICATION.  Notwithstanding any limitation imposed by
Section 8.2 of these By-laws or elsewhere and in addition to the indemnification
set forth in Section 8.2 of these By-laws,  the
Corporation,  to the full extent permitted by law, may agree by
contract or otherwise to indemnify any Officer or Director and hold him or her
harmless against any judgments,  penalties,  fines,
settlements and reasonable Expenses actually incurred or
reasonably  anticipated in connection  with
any  Proceeding in which any Officer or Director is a Party, provided
the Officer or Director was made a Party to
such  Proceeding  by reason of the fact that he or she is or
was an officer or Director  of the  Corporation or by reason
of any inaction, nondisclosure,  action or statement made, taken or
omitted  by or
on  behalf  of  the  Officer  or  Director  with  respect  to
the Corporation or by or on behalf of the Officer or Director in his or her
capacity as an officer or Director.





8.4
INSURANCE.  The Corporation  may, in the discretion of the
Board of
Directors,  purchase  and  maintain  or
cause  to be  purchased  and  maintained
insurance on behalf of all Officers and Directors against any liability asserted
against  them or  incurred  by them in
their  capacity  or arising  out of their status
as an officer or Director,  to the extent
such  insurance  is  reasonably
available.  Such insurance shall provide such coverage for the
Officers and Directors as the Board of Directors may deem
appropriate.


8


ARTICLE
IX





MISCELLANEOUS





9.1  AMENDMENTS.  The
Board of Directors shall have the power and authority to alter, amend or repeal
By-Laws of the Corporation at any regular or special meeting at which a quorum
is present by the vote of a majority of the entire Board of Directors, subject
always to the power of the shareholders under Kentucky law to change or repeal
such By-Laws.





9.2
FISCAL YEAR.  The Board of Directors shall have the power to fix, and
from time to time change, the fiscal year of the Corporation.  Unless
otherwise fixed by the Board, the calendar year shall be the fiscal
year.





9.3
DIVIDENDS.  The Board of Directors may, from time to time, declare,
and the Corporation may pay,  dividends on its
outstanding  shares in the manner
and  upon  the  terms  and  conditions  provided  by
law  and  its  Articles  of
Incorporation.





9.4 SEAL.
The Board of Directors may adopt a corporate seal which shall
be  circular  in  form  and  shall  have  inscribed  thereon  the  name  of  the
Corporation, the state of incorporation, and the word "SEAL".





9.5
WAIVER OF NOTICE. Whenever any notice is required to be given under
the  provisions of these By-Laws,  or under the provisions
of the  Corporation's Articles
of  Incorporation,  or under the provisions of the
corporation  laws of the Commonwealth of Kentucky, a waiver thereof in
writing,  signed by the person or
persons  entitled  to
such  notice,  whether  before or after the time
stated therein, shall be equivalent to the giving of such notice.





9.6  INSPECTION
OF  CORPORATE  RECORDS.  (A)  Any  shareholder  of
the Corporation shall be entitled to inspect and copy, during regular business
hours at
the  Corporation's  principal  office,  any
of the  following  records of the Corporation if such
shareholder  gives the Corporation  written notice of his or
her demand at least five
(5)  business  days  before the date on which he
or she wishes to inspect and copy:





(1) The
Corporation's Articles or Restated Articles of Incorporation and all amendments
to them currently in effect;





(2) The
Corporation's By-Laws or Restated By-Laws and all amendments to them currently
in effect;





(3)
Resolutions  adopted by the Corporation's  Board of
Directors  creating one or more  classes  or
series  of  shares,  affixing  their  relative  rights,
preferences and limitations,  if shares issued pursuant to those
resolutions are outstanding;





(4)
The  minutes of
all  shareholders'  meetings  of
the  Corporation,  and records  of all
action  taken by  shareholders  without a
meeting,  for the past three years;





(5) All
written  communications  to
shareholders  generally within the past three
years,  including  any
financial  statements  furnished for the past three years to
shareholders as described in section 9.7 herein;





(6) A
list of the names and business addresses of the Corporation's current directors
and officers; and





(7) The
Corporation's most recent annual report delivered to the Secretary of State
under Kentucky Revised Statutes Section 271B.16-220.





(B)  Any  shareholder  of  the  Corporation,  provided  that  (a)  such
shareholder's  demand is made in good faith and for a
proper  purpose,  (b) such shareholder  describes
with reasonable  particularity  his or her purpose in the
records he or she desires to inspect, and (c) the records sought to be inspected
are directly  connected  with
the  shareholder's  purpose,  shall be entitled to
inspect  and  copy  during  regular  business  hours  at
a  reasonable  location specified by the
corporation,  any of the following  records of the
Corporation, provided the  shareholder  gives
the  Corporation  written  notice of his or her
demand at least five (5) business  days before the day on which he or
she wishes to inspect and copy:





(1)
Excerpts from minutes of any meeting of the Board of Directors, records of any
action of any  committee of the Board of Directors  while
acting in place of the Board of Directors on behalf of
the  Corporation,  minutes of any meeting of the
shareholders, and records of action taken by the shareholders or Board of
Directors  without a  meeting,  to the extent
not  subject to  inspection  under Section 9.6 (A)
of these By-Laws;





(2)      Accounting
records of the corporation; and





(3)      The
record of shareholders.


9


9.7
FINANCIAL STATEMENTS FOR SHAREHOLDERS.  Upon the written request of
any  shareholder  or
holder  of  voting  trust  certificates  for  shares
of the Corporation,  the Corporation shall mail to such shareholder or
holder of voting trust  certificates its most recent
financial  statements  showing in reasonable detail its
assets and  liabilities  and the  results of
its  operations.  If the Corporation  indemnifies
or advances expenses to a director pursuant to Kentucky
Revised  Statutes  Section   271B.8-510  to  271B.8-540  in  connection  with  a
proceeding by or in the right of the Corporation,  the
Corporation  shall report the indemnification or advance in writing to
its shareholders with or before the notice of the next shareholders'
meeting.





9.8
CONSTRUCTION.  Unless the context specifically requires otherwise, any
reference in these By-Laws to any gender shall include all other genders; any
reference to the singular shall include the plural; and any reference to the
plural shall include the singular.





The undersigned, as duly appointed
Secretary of the Corporation, hereby certifies that the above constitutes the
Amended and Restated Bylaws of the Corporation, as amended and in effect as of
October 26, 2009.





By: /s/C.
Douglas Carpenter_______________


C. Douglas Carpenter


10