Exhibit 3iAmended
and Restated Articles of Incorporation of Farmers Capital Bank Corporation

# SECOND AMENDED AND
RESTATED ARTICLES OF INCORPORATION OF FARMERS CAPITAL BANK
CORPORATION

The
undersigned hereby executes these Second Amended and Restated Articles of Incorporation of
Farmers Capital Bank Corporation, and certifies that:

First.       
          The name of the corporation is Farmers Capital Bank Corporation (the
          Corporation).

Second.       
          There is only one amendment contained within these Second Amended and Restated
          Articles of Incorporation. The amendment so adopted is an amendment to delete
          ARTICLE V in its entirety pursuant to KRS 271B.10-020(3) (which ARTICLE V set
          forth the Corporations initial registered office and agent, which has
          previously been changed by filing with the Kentucky Secretary of State).

Third.       
          The Corporations Second Amended and Restated Articles of Incorporation are
          as follows:

ARTICLE I

The
name of the corporation is Farmers Capital Bank Corporation.

ARTICLE II

The existence
of this corporation shall commence upon the issuance of the Certificate of Incorporation
and its duration shall be perpetual unless sooner dissolved by action of the shareholders
in accordance with the laws of the Commonwealth of Kentucky.

ARTICLE III

The
objects and purposes for which this corporation is organized and the powers which may be
exercised by it are those enumerated in Sections 271A.020, 271A.026, and 271A.030 of the
Kentucky Revised Statutes, and:

(1)       
          To purchase, subscribe for, or otherwise acquire and own, hold, use, sell,
          lease, assign, transfer, mortgage, pledge, exchange, or otherwise dispose of
          real and personal property of every kind and description including shares of
          stock, bonds, debentures, notes, evidences of indebtedness, and other
          securities, contracts or obligations, domestic or foreign, and to pay therefor
          in whole or in part in cash or by exchanging therefor stocks, bonds, or other
          evidences of indebtedness or securities of this or any other corporation, and
          while the owner or holder of any such real or personal property, stocks, bonds,
          debentures, notes, evidences of indebtedness or other securities, contracts, or
          obligations, to receive, collect, and dispose of the interest, dividends and
          income arising from such property, and to possess and exercise in respect
          thereof all the rights, powers and privileges of ownership, including all voting
          powers on any stocks so owned.

(2)       
          To act as a bank holding company.

(3)       
          To aid either by loans or by guaranty of securities or in any other manner, any
          corporation, domestic or foreign, any shares of stock, or any bonds, debentures,
          evidences of indebtedness or other securities whereof are held by this
          corporation or in which it shall have any interest, and to do any acts designed
          to protect, preserve, improve, or enhance the value of any property at any time
          held or controlled by this corporation or in which it at that time may be
          interested.

(4)       
          To enter into, make, perform, and carry out contracts of any kind for any lawful
          purpose with any firms, persons, associations or corporations.

(5)       
          To purchase, acquire, lease, own, and enjoy any and all such other property real
          and personal, as may be reasonably necessary for the carrying on of the business
          of the corporation.

(6)       
          To acquire, as a going concern or otherwise, and pay for in cash, stock or bonds
          of this corporation or otherwise, the whole or any part of the business, good
          will, rights, assets and other property, and to undertake, assume or secure the
          whole or any part of the obligations or liabilities of any person, firm, trust,
          association or corporation.

(7)       
          To issue bonds, debentures or obligations of this corporation from time to time,
          for any of the objects or purposes of the corporation, and to secure the same by
          mortgage, pledge, deed of trust, or otherwise.

(8)       
          To purchase the corporate assets of any other corporation and engage in the same
          character of business.

(9)       
          To apply for, acquire, enjoy, utilize and dispose of any patents, copyrights and
          trademarks and any licenses or other rights of interest thereunder or therein,
          whether or not in any way relating to any of the businesses in which the
          corporation may engage.

(10)       
          To purchase, hold, sell and transfer shares of its own capital stock, subject to
          the limitations contained in Sections 271A.030 and 271A.330 of the Kentucky
          Revised Statutes. The corporation may purchase its own capital stock to the
          extent of unreserved and unrestricted earned surplus available therefor, and to
          the extent of unreserved and unrestricted capital surplus available therefor.
          Shares of its own capital stock owned by the corporation shall not be voted
          directly or indirectly, or counted as outstanding for the purpose of any
          stockholders quorum or vote.

(11)       
          To transact any and all lawful business for which corporations may be
          incorporated under Chapter 271A of the Kentucky Revised Statutes.

The
foregoing clauses shall be construed both as objects and powers, and it is hereby
expressly provided that the foregoing enumeration of specific powers shall not be held to
limit or restrict in any manner the powers of this corporation.

ARTICLE IV

(A)
               The aggregate shares of capital stock which the Corporation shall have the
               authority to issue is (i) Nine Million, Six Hundred and Eight Thousand
               (9,608,000) shares of common stock, all of which are to be of a par value
of                Twelve and One-Half Cents ($0.125) each, and (ii) One Million
(1,000,000) shares                of preferred stock, all of which are to be without par
value. All shares of                common stock shall have full and unlimited voting
power, shall be entitled to                one (1) vote per share and shall be without
distinction as to powers,                preferences, and rights. No holder of shares of
the common stock of the                Corporation shall have any preemptive or
preferential right to subscribe for,                purchase or receive any additional
shares of capital stock of the Corporation or                rights or options to
purchase additional shares of capital stock of the                Corporation or
securities convertible into or carrying rights or options to                purchase
additional shares of the capital stock of the Corporation. All shares                of
preferred stock shall have the powers, preferences and rights as established
               by the Corporations Board of Directors pursuant to Article IV(B)
hereof.

(B)
               The Board of Directors is authorized, subject to limitations prescribed by
law                and the provisions of Article IV(A) above, to provide for the issuance
of the                shares of Corporation preferred stock in series and, by an
appropriate filing                pursuant to the applicable law of Kentucky, to
establish from time to time the                number of shares to be included in each
such series, and to fix the designation,                powers, preferences and rights of
the shares of each such series and the                qualifications, limitations or
restrictions thereof.

The
authority of the Board with respect to each series shall include, but not be limited to,
determination of the following:

i.
                    The number of shares constituting that series and the distinctive
designation of                     that series;

| | ii. | The dividend rate on the shares of that series, whether dividends shall be
                    cumulative (or partially cumulative), and, if so, from which date or dates, and
                    the relative rights of priority, if any, of payment of dividends on shares of
                    that series;
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| | iii. | Whether that series shall have voting rights, in addition to the voting rights
                    provided by law, and, if so, the terms of such voting rights;
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| | iv. | Whether that series shall have conversion privileges, and, if so, the terms and
                    conditions of such conversion, including provision for adjustment of the
                    conversion rate in such events as the Board of Directors shall determine;
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| | v. | Whether or not the shares of that series shall be redeemable, and, if so, the
                    terms and conditions of such redemption, including the date or date upon or
                    after which they shall be redeemable, and the amount per share payable in case
                    of redemption, which amount may vary under different conditions and at different
                    redemption dates;
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| | vi. | Whether that series shall have a sinking fund for the redemption or purchase of
                    shares of that series, and, if so, the terms and amount of such sinking fund;
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| | vii. | Whether the shares of such series shall have a preference, as to the payment of
                    dividends or otherwise, over the shares of Corporation common stock or the
                    shares of any other series of preferred stock;
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | viii. | The rights of the shares of that series in the event of voluntary or involuntary
                    liquidation, dissolution or winding up of the Corporation, and the relative
                    rights of priority, if any, of payment of shares of that series; and
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | ix. | Any other relative rights, preferences and limitations of that series.
| | --- | ----------------------------------------------------------------------

ARTICLE V

[deleted
pursuant to Kentucky Revised Statutes 271B.10-020(3)]

ARTICLE VI

From
and after the first annual meeting of the shareholders of the corporation, the affairs of
the corporation shall be conducted and managed by a Board of Directors consisting of not
less than nine (9) nor more than fifteen (15) members, as may be fixed by the By-Laws of
the corporation from time to time.

The
number of Directors so fixed in the By-Laws may be changed only by receiving the
affirmative vote of (i) the holders of at least 80% of all the then outstanding shares of
common stock of the corporation or (ii) a majority of the Continuing Directors.
(Continuing Director shall mean for the purposes of this ARTICLE a member of
the Board of Directors at the time the vote is taken, who also meets one or more of the
criteria set forth in ARTICLE X(2)(g)(2) of these Articles.) From and after the first
annual meeting of the shareholders the Directors of the corporation shall be divided into
three classes, each class to be as nearly equal in number as possible, said classes to be
designated as Class I, Class II and Class III Directors. At the first annual meeting of
the shareholders there shall be elected ten (10) Directors of the corporation, as follows:
(a) three (3) members of Class I Directors who shall hold office until the second annual
meeting of the shareholders at which second annual meeting the number of Class I Directors
elected to office shall hold office for a term of three (3) years or until their
respective successors are duly elected and qualified; (b) three (3) members of Class II
Directors who shall hold office until the third annual meeting of the shareholders at
which third annual meeting of the shareholders the number of Class II Directors elected to
office shall hold office for a term of three (3) years or until their respective
successors are duly elected and qualified, and (c) four (4) members of Class III directors
who shall hold office for a term of three (3) years or until their respective successors
are duly elected and qualified and following the expiration of their initial term of
office the number of Class III Directors elected shall hold office for a term of three (3)
years or until their respective successors are duly elected and qualified. Any vacancy
occurring in the Board of Directors may be filled by the affirmative vote of a majority of
the remaining directors though less than a quorum of the Board of Directors. A director
elected to fill a vacancy shall be elected for the unexpired term of his predecessor in
office. A Director may be removed without cause, but only upon the affirmative vote of the
holders of at least 80% of the outstanding shares of common stock of the corporation then
entitled to vote at an election of Directors.

The
first Board of Directors who shall serve until the first annual meeting of the
shareholders or until their successors shall be duly elected and qualified shall consist
of ten (10) members who are: John P. Stewart, Route #7, Frankfort, Kentucky; Zack C.
Saufley, One Farmers Bank Plaza, Frankfort, Kentucky; Warner U. Hines, Route #6,
Frankfort, Kentucky; John J. Hopkins, 415 West Main Street, Frankfort, Kentucky; Charles
T. Mitchell, 471 Breckinridge Avenue, Frankfort, Kentucky; John D. Sutterlin, 12
Whitebridge Lane, Frankfort, Kentucky; Joseph C. Yagel, Jr., 511 Leawood Drive, Frankfort,
Kentucky; Bruce Dungan, One Farmers Bank Plaza, Frankfort, Kentucky; Charles O. Bush, 219
Walma, Frankfort, Kentucky; and Michael M. Sullivan, One Farmers Bank Plaza, Frankfort,
Kentucky.

ARTICLE VII

In
furtherance, and not in limitation of the powers conferred by statute, the board of
directors is expressly authorized:

(1)       
          To make and alter the bylaws of this corporation, to fix the amount to be
          reserved as working capital over and above its capital stock paid in, to
          authorize and cause to be executed mortgages, security interests, and liens upon
          the real and personal property of this corporation, as an entirety or in part.

(2)       
          From time to time to determine whether and to what extent, and at what times and
          places, and under what conditions and regulations, the accounts and books of
          this corporation (other than the stock book), or any of them, shall be open to
          inspection of shareholders; and no shareholder shall have any right of
          inspecting any account, book or document of this corporation except as conferred
          by statute, unless authorized by a resolution of the shareholders or directors.

(3)       
          To issue all or any portion of the capital stock of the corporation for lawful
          money of the United States, real or personal property, services, or any other
          right or thing of value having a value of not less than the par value of the
          stock to be issued, for the uses and purposes of the corporation, and when so
          issued the capital stock shall become and be fully paid and nonassessable; and
          the directors shall be sole judges of the value of any property, right or thing
          acquired in exchange for capital stock.

(4)       
          If the bylaws so provide, to designate two or more of its number to constitute
          an executive committee which committee shall for the time being, as provided in
          said resolution or in the bylaws of this corporation, have and exercise any or
          all of the powers of the board of directors in the management of the business
          and affairs of this corporation, and have power to authorize the seal of this
          corporation to be affixed to all papers which may require it. The board of
          directors may also designate one or more other committees in the manner
          prescribed by the bylaws, each committee to have such name and to exercise such
          powers as may, from time to time, be prescribed by the bylaws or by resolution
          adopted by the board of directors.

ARTICLE VIII

No
contract or other transaction between the corporation and any other firm, partnership,
association, corporation or other organization shall, in the absence of fraud, be affected
or invalidated by the fact that any one or more of the directors of the corporation is or
are interested in or is a member, director, shareholder or officer or are members,
directors, shareholders or officers of such other firm, partnership, association,
corporation or organization. Any director of the corporation may vote upon any contract or
other transaction between the corporation and any subsidiary or controlled company without
regard to the fact that he also is a director of such subsidiary or controlled company.

ARTICLE IX

The
name and address of the incorporator is:

Zack
C. Saufley One Farmers Bank Plaza Frankfort, Kentucky 40601

ARTICLE X

(1)                 In
addition to the requirements of any applicable statute, the affirmative vote           of
not less than 80% of the common stock of the corporation shall be required           for
the approval or authorization of any Business Combination (as
          hereinafter defined) between the corporation or any subsidiary of the
          corporation and any Related Person (as hereinafter defined),
          provided, however, that such 80% vote shall not be required and this ARTICLE
          shall not apply if:

(a)                      The
Business Combination is solely a merger of a subsidiary of the corporation
               into the corporation under the provisions of Kentucky Revised Statute
271A.375;                or

(b)                      The
Business Combination is approved by a majority of the Continuing
               Directors of the corporation (as hereinafter defined).

(2)                 For
the purposes of this ARTICLE:

(a)                      The
term Business Combination shall mean (1) any merger or
               consolidation of the corporation or any subsidiary of the corporation with
or                into a Related Person, (2) any sale, lease, exchange, transfer or other
               disposition, including without limitation a mortgage or any other security
               device, of all or any Substantial Part (as hereinafter
defined) of                the assets either of the corporation (including without
limitation any voting                securities of a subsidiary) or of any subsidiary of
the corporation to a Related                Person, (3) any merger or consolidation of a
Related Person with or into the                corporation or any subsidiary of the
corporation, (4) any sale, lease, exchange,                transfer or other disposition
of all or any Substantial Part of the assets of a                Related Person to the
corporation or any subsidiary of the corporation, (5) the                issuance of any
securities of the corporation or any subsidiary of the                corporation to a
Related Person, (6) any recapitalization that would have the                effect of
increasing the voting power of a Related Person, (7) the dissolution                or
liquidation of the corporation or any of its subsidiaries at a time when
               there is a Related Person to the corporation, or (8) any agreement,
contract or                other arrangement providing for any of the transactions
described in this                definition of Business Combination.

(b)                      The
term Related Person shall mean a person (1) who owns, directly
               or indirectly, ten (10%) percent or more of the outstanding common stock
of this                corporation, or (2) who controls, is controlled by, or is under
common control                with, a person who owns, directly or indirectly, or who
controls, ten (10%)                percent or more of the outstanding common stock of
this corporation.

(c)                      Without
limitation, any shares of common stock of this corporation that any                person
has the right to acquire pursuant to any agreement, or upon exercise of
               conversion rights, warrants or options, or otherwise, shall be deemed
               owned by that person.

(d)                      The
term control shall mean the power, directly or indirectly, to
               direct the management or policies of a person or to vote, or direct the
vote, of                ten (10%) percent or more of any class of voting securities of a
person.

(e)                      The
term person shall mean an individual or a corporation,
               partnership, trust, association, joint venture, pool, syndicate, sole
               proprietorship, unincorporated organization or any other form of legal
entity.

(f)                      The
term Substantial Part shall mean more than 30% of the fair
               market value of the total assets of the corporation in question, as of the
end                of its most recent fiscal year ending prior to the time the
determination is                being made.

(g)                      The
term Continuing Director shall mean a member of the Board of
               Directors of the corporation who (1) is a member of the Board of Directors
of                the corporation at the time the Director vote with respect to the
Business                Combination in question is taken, and (2) was (a) a member of the
Board of                Directors of the corporation on March 1, 1986, or (b) a member of
the Board of                Directors of the corporation immediately prior to the time
that the Related                Person involved in the Business Combination which is the
subject of the                Directors vote became a Related Person, or (c)
designated as a Continuing                Director by a majority of the then Continuing
Directors within ninety (90) days                after the date upon which he or she was
first elected as a member of the Board                of Directors of the corporation.

ARTICLE XI

(1)       
          The provisions of ARTICLE IV, ARTICLE VI, ARTICLE X AND ARTICLE XI of these
          Articles of Incorporation may not be repealed or amended in any respect, unless
          (in addition to the requirements of any applicable statute) such action is
          approved by the affirmative vote of the holders of not less than 80% of the
          common stock of the corporation, provided, however, that such 80% vote shall not
          be required and this ARTICLE shall not apply if:

| | (a)       
               At the time such repeal or amendment is approved by the Board of Directors of
               the corporation and at the time such repeal or amendment is voted upon by the
               shareholders of the corporation, there is no Related Person (as defined in
               ARTICLE X herein) of the corporation, or
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b)       
               In the event there is a Related Person of the corporation at the time such
               repeal or amendment is approved by the Board of Directors of the corporation or
               is voted upon by the shareholders, the repeal or amendment is, or has been,
               approved by a majority of the Prior Directors (as herein defined).
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(2)       
          For the purpose of this ARTICLE XI, the term Prior Director shall
          mean a member of the Board of Directors of the corporation who (1) is a member
          of the Board of Directors of the corporation at the time the Directors
          vote with respect to such repeal or amendment is taken, and (2) was (a) a member
          of the Board of Directors of the corporation on March 1, 1986, or (b) a member
          of the Board of Directors of the corporation immediately prior to the time that
          the Related Person became a Related Person, or (c) designated as a Prior
          Director by a majority of the then Prior Directors within ninety (90) days after
          the date upon which he or she was first elected as a member of the Board of
          Directors of the corporation.

ARTICLE XII

The
liability of each and all of the directors of the corporation shall be and is hereby
limited to the greatest extent permitted by law and no director of the corporation shall
be personally liable to the corporation or its shareholders for monetary damages for a
breach of his or her duties as director except for liability:

| | (a)       
               for any transaction in which the directors personal financial interest is
               in conflict with the financial interest of the corporation or its shareholders;
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| | (b)       
               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;
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| | (c)       
               for voting for or assenting to any distributions made in violation of Section
               271B.8-330 of the Kentucky Revised Statutes; or
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (d)       
               for any transaction from which the director derives an improper personal
               benefit.
| | --------------------------------------------------------------------------------------------------------------------------

The
exceptions set forth in paragraphs (a) through (d) of this Article shall be construed as
narrowly as legally permissible. If the Kentucky Revised Statutes are 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 corporation shall be eliminated or limited to the fullest extent permitted
by the Kentucky Revised Statutes, as so amended. Any repeal or modification of this
Article XII by the shareholders of the corporation shall be approved by the affirmative
vote of the holders of not less than 80% of the common stock of the corporation as
governed and limited by Article XI of the corporations Articles of Incorporation and
any such repeal or modification shall not adversely affect any right or protection of a
director of the corporation existing at the time of such repeal or modification.

_________________

Fourth.       
          Except for the designated amendment, these Second Amended and Restated Articles
          of Incorporation correctly set forth without change the corresponding provisions
          of the Corporations previously filed Amended and Restated Articles of
          Incorporation and all subsequent amendments thereto, and these Second Amended
          and Restated Articles of Incorporation, together with the designated amendment,
          supersede such Amended and Restated Articles of Incorporation and amendments
          thereto.

Fifth.       
          These Second Amended and Restated Articles of Incorporated were adopted at a
          meeting of the Corporations board of directors held on July 24, 2006, at
          which meeting a majority of directors in office affirmatively voted to adopt
          these Second Amended and Restated Articles of Incorporation. Pursuant to
          Kentucky Revised Statutes 271B.10-020(3), the Corporations board of
          directors may adopt the designated amendment without shareholder action.

IN
WITNESS WHEREOF, the undersigned duly authorized officer of the Corporation hereby
executes these Second Amended and Restated Articles of Incorporation this 24th
day of July, 2006.

| | /s/ C Douglas Carpenter
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| |