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                                  Exhibit 3.2


             AMENDED AND RESTATED
                  BY-LAWS OF
                NS GROUP, INC.
           Effective: November 4, 1999


ARTICLE I.  OFFICES

    The principal office of the Corporation in the
Commonwealth of Kentucky shall be located in the City of
Newport, County of Campbell. The Corporation may have such
other offices, either within or without the Commonwealth of
Kentucky, as the Board of Directors may designate or as the
business of the corporation may require from time to time.

ARTICLE II.   SHAREHOLDERS

     SECTION 1.    Annual Meeting.

     The annual meeting of the shareholders shall be held
not later than the last Thursday in the month of May in each
year, at 10:00 a.m., as determined by the Board of
Directors. The purpose of such meetings shall be the
election of Directors and the transaction of such other
business as may come before the meeting. If the election of
Directors shall not be held an the date designated herein
for any annual meeting of the shareholders, 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 is practicable.

     SECTION 2.   Special Meetings.

     Special meetings of the shareholders, for any purpose
or purposes, unless otherwise prescribed by statute, may be
called by the Chairman or President or by the Board of
Directors, and shall be called by the Chairman or President
if the holders of at least fifty (50%) percent of all the
votes entitled to be cast on any issue proposed to be
considered at the proposed special meeting sign, date and
deliver to the Corporation's secretary one (1) or more
written demands for the meeting describing the purpose or
purposes for which it will be held.

     SECTION 3.   Place of Meeting.

     The Board of Directors may designate any place, either
within or without the Commonwealth of Kentucky unless
otherwise prescribed by statute, as the place of meeting for
any annual meeting or for any special meeting called by the
Board of Directors. A waiver of notice signed by all
shareholders entitled to vote at a meeting may designate any
place, either within or without the Commonwealth of
Kentucky, unless otherwise prescribed by statute, as the
place for the holding of such meeting. If no designation is
made, or if a special meeting be otherwise called, the place
of meeting shall be the principal office of the Corporation
in the Commonwealth of Kentucky.

     SECTION 4.   Notice of Meeting.

     Written notice stating the place, day, and hour of the
meeting and, in case of a special meeting, the purpose or
purposes for which the meeting is called, shall, unless
otherwise prescribed by statute, be delivered not less than
ten (10) nor more than sixty (60) days before the date of
the meeting, either personally or by mail, by or at the
direction of the Chairman or President or the Secretary, or
the 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, addressed to the
shareholder at his address as it appears on the stock
transfer books of the Corporation, with postage thereon
prepaid.

     If an annual or a special shareholders', meeting is
adjourned to a different date, time, or place, notice shall
not be required to be given of the new date, time, or place
if the new date, time, or place is announced at the meeting
before adjournment. A determination of shareholders entitled
to notice of or to vote at a shareholders' meeting shall be
effective for any adjournment of the meeting unless the
Board of Directors fixes a new record date, which it shall
do if the meeting is adjourned to a date more than one
hundred twenty (120) days after the date fixed for the
original meeting. If a new record date for the adjourned
meeting is or must be fixed pursuant to the Kentucky
Business Corporation Act, notice of the adjourned meeting
shall be given to persons who are shareholders as of the new
record date.

     SECTION  5.   Closing of Transfer Books and  Fixing  of
Record.

     For the purpose of determining shareholders entitled
to notice of or to vote at any meeting of shareholders or
any adjournment thereof, or shareholders entitled to receive
payment of any distribution, or in order to make a
determination of shareholders for any other proper purpose,
the Board of Directors of the Corporation may provide that
the stock transfer books shall be closed for a stated
period, but not to exceed in any case seventy (70) days
before the meeting or action requiring a determination of
shareholders. In lieu of closing the stock transfer books,
the Board of Directors may fix in advance a date as the
record date for any such determination of shareholders, such
date in any case to be not more than seventy (70) days prior
to such determination. If the stock transfer books are not
closed and no record date is fixed for the determination of
shareholders entitled to notice of or to vote at a meeting
of shareholders, or shareholders entitled to receive payment
of a distribution, the date on which notice of the meeting
is mailed or the date on which the resolution of the Board
of Directors declaring such distribution is adopted, as the
case may be, shall be the record date for such determination
of shareholders.

     SECTION 6.   Voting List.

    The officer or agent having charge of the stock
transfer books for shares of the Corporation shall make a
complete list of the shareholders entitled to vote at each
meeting of shareholders or any adjournment thereof, arranged
in alphabetical order, with the address of and the number of
shares held by each. Such list shall be produced and kept
open at the time and place of the meeting and shall be
subject to the inspection of any shareholder beginning five
(5) business days before the meeting for which the list was
prepared and continuing through the meeting.

    SECTION 7.   Quorum.

    A majority of the outstanding shares of the Corporation
entitled to vote, represented in person or by proxy, shall
constitute a quorum at a 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 is
required by the Kentucky Business Corporation Act or by the
Articles of Incorporation or these By-Laws.  If less than-a
majority of the outstanding shares is represented at a
meeting, a majority of the shares so represented may adjourn
the meeting from time to time without further notice. The
shareholders present at a duly organized meeting may
continue to transact business until adjournment'
notwithstanding the withdrawal of enough shareholders to
leave less than a quorum.

    SECTION 8.   Proxies.

    At all meetings of shareholders, a shareholder may vote
in person or by proxy executed in writing by such
shareholder or by his duly authorized attorney in fact. A
telegram or cablegram appearing to have been transmitted by
the proper person or a photographic, photostatic, telefaxed
or equivalent reproduction of a writing appointing a proxy
shall be deemed a sufficient, signed appointment form. Such
appointment of proxy shall be filed with the Secretary of
the Corporation before or at the time of the meeting. No
appointment of proxy shall be valid after eleven (11) months
from the date of its execution, unless a longer period is
expressly provided for. An appointment of proxy shall be
revocable by the shareholder unless the appointment form
conspicuously states that is irrevocable and the appointment
is coupled with an interest. In the latter case, the
appointment of proxy shall be revocable when the interest
with which it is coupled is extinguished and the Secretary
of the Corporation receives the written notice of
revocation.

    SECTION 9.   Voting of Shares.

     Subject to the provisions of Section 12 of this
Article, 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 stocks shall be as set forth in the Corporation's
Articles of Incorporation or by appropriate legal action of
the Board of Directors.

    SECTION 10.   Voting of Shares of Certain Holders.

     Shares standing in the name of another corporation may
be voted by such officer, agent, or proxy as the By-Laws of
such corporation may prescribe, or, in the absence of such
provision, as the Board of Directors of such corporation may
determine.

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

     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 thereto into his name if authority so to do be
contained in an appropriate order of the court by which such
receiver was appointed.

     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.

     Shares of its own stock belonging to the Corporation
shall not be voted, directly or indirectly, at any meeting,
and shall not be counted in determining the total number of
outstanding shares at any given time.

    SECTION 11.   Informal Action by Shareholders.

     Unless otherwise provided by law, any action required
to be taken at a meeting of the shareholders, or any other
action 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 and delivered to the Corporation.

    SECTION 12.   Cumulative Voting.

     Unless otherwise provided by law, at each election for
Directors every shareholder entitled to vote at such
election shall have the right to vote, in person or by
proxy, the number of shares owned by him for as many persons
as there are Directors to be elected and for whose election
he has a right to Vote, or to cumulate his votes by giving
one candidate as many votes as the number of such Directors
multiplied by the number of his shares shall equal, or by
distributing such votes on the same principle among any
number of candidates.

    SECTION   13.     Notice  of  Shareholder  Business   at
Meetings.

    At any meeting of shareholders, only such business
shall be conducted as shall have been properly brought
before the meeting. In addition to any other requirements
imposed by or pursuant to law, the Articles or these
By-Laws, each item of business to be properly brought before
a meeting must:

    (a)  be specified in the notice of meeting (or any
supplement thereto) given by or at the direction of the
Board of Directors or the persons calling the meeting
pursuant to these By-Laws;

    (b)  be otherwise properly brought before the meeting
by or at the direction of the Board of Directors; or

    (c)  be otherwise properly brought before the meeting
by a shareholder. For business to be brought properly before
a meeting by a shareholder, the shareholder must have given
timely notice thereof in writing to the Secretary of the
Corporation. To be timely, a shareholder's notice must be
delivered to or mailed and received at the principal
executive offices of the Corporation not less than ninety
(90) days nor more than one hundred twenty (120) days prior
to the meeting; provided, however, that in the event less
than one hundred (100) days notice or prior public
disclosure of the date of the meeting is given or made to
shareholders, notice by the shareholder to be timely must be
so received not later than the close of business on the
tenth day following the day on which such notice of the date
of the meeting was mailed or such public disclosure was
made. A shareholder's notice to the Secretary shall set
forth as to each matter he proposes to bring before the
meeting:

    (d)  a brief description of the business desired to be
brought before the meeting and the reasons for conducting
such business at the meeting;

    (e)  the name and address, as they appear on the
Corporation's books, of the shareholder(s) proposing such
business;

    (f)  the class and number of shares of the Corporation
which are beneficially owned by the proposing
shareholder(s); and

     (g)  any material interest of the proposing
shareholder(s) in such business. Notwithstanding anything in
these By-Laws to the contrary, no business shall be
conducted at a meeting except in accordance with the
procedures set forth in this Section 13. The Chairman of a
meeting shall, if the facts warrant, determine and declare
to the meeting that business was not properly brought before
the meeting in accordance with the provisions of this
Section 13; if he should so determine, he shall so declare
to the meeting and any such business not properly brought
before the meeting shall not be transacted. The Chairman of
a meeting shall have absolute authority to decide questions
of compliance with the foregoing procedures, and his ruling
thereon shall be final and conclusive.

ARTICLE III.   BOARD OF DIRECTORS

    SECTION 1.   General Powers.

     The business and affairs of the Corporation shall be
managed by its Board of Director.

    SECTION 2.   Number, Tenure.

     The number of Directors of the Corporation shall be
fixed by resolution of the Board of Directors in accordance
with the Kentucky Business Corporation Act and the Articles
of Incorporation of the Corporation. The Board of Directors
is specifically authorized to divide the Board into classes
as authorized by the laws of the Commonwealth of Kentucky
and the Articles of Incorporation of the Corporation.

    SECTION 3.   Nomination of Directors.

     To be qualified for election as a Director, persons
must be nominated in accordance with the following
procedure.

     Nomination of persons for election to the Board of
Directors of the Corporation may be made at a meeting of
shareholders by or at the direction of the Board of
Directors or by any shareholder of the Corporation entitled
to vote for the election of Directors at the meeting who
complies with the procedures set forth in this Section 3. In
order for persons nominated to the Board of Directors, other
than those persons nominated by or at the direction of the
Board of Directors, to be qualified to serve on the Board of
Directors, such nominations shall be made pursuant to timely
notice in writing to the Secretary of the Corporation. To be
timely, a shareholder's notice shall be delivered to or
mailed and received by the Secretary of the Corporation not
less than ninety (90) days nor more than one hundred twenty
(120) days prior to the meeting; provided, however, that in
the event less than one hundred (100) days notice or prior
public disclosure of the date of the meeting is given or
made to shareholders, notice by the shareholder to be timely
must be so received not later than the close of business on
the tenth day following the day on which such notice of the
date of the meeting was mailed or such public disclosure was
made. Such shareholder's notice shall set forth:

         (a)  as to each person whom the shareholder
proposed to nominate for election or re-election as a
Director;

          (i) the name, age, business address and residence
     address of such person;

          (ii) the principal occupation or employment of
     such person; (C) the class and number of shares of the
     Corporation which are beneficially owned by such
     person;

          (iii) any other information relating to such
     person that is required to be disclosed in
     solicitations of proxies for election of Directors, or
     is otherwise required, in each case pursuant to
     Regulation 14A under the Securities Exchange Act of
     1934, as    amended (including without limitation such
     person's written consent to being named in the proxy
     statement as a nominee and to serving as a Director if
     elected); and


          (iv) if the shareholder(s) making the
     nomination is a person, other than the Corporation or
     any of its subsidiaries, who is the beneficial owner,
     directly or indirectly, of ten percent (10%) or more of
     the voting power of the outstanding voting took of the
     Corporation, or is an affiliate of the Corporation and
     at any time within the two-year period immediately
     prior to the date in question was the beneficial owner,
     directly or indirectly, often percent (10%) or more of
     the voting power of the then outstanding voting stock
     of the Corporation, details of any relationship,
     agreement or understanding between the shareholder(s)
     and the nominee; and

            (v) as to the shareholder(s) making the
     nomination; (A) the name and address, as they appear on
     the Corporation's books, of such shareholder(s); and
     (B) the class and number of shares of the Corporation
     which are beneficially owned by such shareholder(s).

    At the request of the Board of Directors, any person
nominated by the Board Of Directors for election as a
Director shall furnish to the Secretary of the Corporation
that information required to be set forth in a shareholder's
notice of nomination which pertains to the nominee. No
person shall be qualified for election as a Director of the
Corporation unless nominated in accordance with the
procedures set forth in this Section 3. The Chairman of a
meeting shall, if the facts warrant, determine and declare
to the meeting that a nomination was not made in accordance
with the procedures prescribed by the By-Laws, and if he
should so determine, he shall so declare to the meeting, and
the defective nomination shall be disregarded. The Chairman
of a meeting shall have absolute authority to decide
questions of compliance with the foregoing procedures, and
his ruling thereon shall be final and conclusive.

    SECTION 4.   Regular Meetings.

    A regular meeting of the Board of Directors shall be
held without other notice than this By-Law immediately
after, and at the same place as the annual meeting of
shareholders. The Board of Directors may provide, by
resolution, the time and place for the holding of additional
regular meetings without other notice than such resolution.

    SECTION 5.   Special Meetings.

    Special meetings of the Board of Directors may be
called by or at the request of the Chairman or President or
any two Directors. The person or persons authorized to call
special meetings of the Board of Directors may fix the place
for holding any special meeting of the Board of Directors
called by them.

    SECTION 6.   Notice.

    Notice of any special meeting shall be given at least
five (5) days previously thereto by written notice delivered
by person or sent by telefax, by mail or by telegram to each
Director at his business address. If sent by telefax, such
notice shall he deemed to be delivered on the day it was
transmitted. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail so
addressed, with postage thereon prepaid. If notice be given
by telegram, such notice shall be deemed to be delivered
when the telegram is delivered to the telegraph company. Any
Director may waive notice of any meeting. The attendance of
a Director at a meeting shall constitute a waiver of notice
of such meeting, except when a Director attends a meeting
for the express purpose of objecting to the transaction of
any business because the meeting is not lawfully called or
convened.

    SECTION 7.   Quorum.

    A majority of the number of Directors fixed by Section
2 of this Article III shall constitute a quorum for the
transaction of business at any meeting of the Board of
Directors, but if less than such majority is present at a
meeting, a majority of the Directors present may adjourn the
meeting from time to time without further notice.

    SECTION 8.   Manner of Acting.

            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.

    SECTION 9.   Action Without a Meeting.

    Any action that may 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 to be taken, shall be
signed before such action by all of the Directors.

    Members of the Board of Directors and its committees
may participate in meetings by means of conference telephone
or similar communications equipment whereby all persons
participating in the meeting can hear each other, and such
participation shall constitute presence at the meeting.

    SECTION 10.   Vacancies.

     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, unless otherwise provided by law. A Director
elected to fill a vacancy shall be elected for the unexpired
term of his predecessor in office. Any Directorship to be
filled by reason of an increase in the number of Directors
may be filled by election by the Board of Directors for a
term of office continuing only until the next election of
Directors by the shareholders.

     SECTION 11.   Compensation.

     By resolution of the Board of Directors, each Director
may be paid his expenses, if any, of attendance at each
meeting of the Board of Directors and may be paid a stated
salary 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.

     SECTION 12.   Presumption of Assent.

     A Director of the Corporation who is present at a
meeting of the Board of Directors at which action on any
corporate matter is taken shall be presumed to have assented
to the action taken unless his dissent or abstention from
the action taken shall be entered in the minutes of the
meeting or unless he shall file his written dissent to such
action with the person acting as the presiding officer of
the meeting before the adjournment thereof or shall forward
such dissent by registered mail to the Secretary of the
Corporation immediately after the adjournment of the
meeting. Such right to dissent shall not apply to a Director
who voted in favor of such action.

     SECTION 13.   Committees.

    The Board of Directors may, from time to time, appoint
certain members to act in the intervals between meetings of
the Board of Directors as a committee and may delegate to
such committee powers and/or duties of the Board of
Directors. In particular, the Board of Directors may create
from its membership and define the powers and duties of an
Executive Committee of not less than two (2) members. The
Executive Committee, to the extent provided by resolution of
the Board of Directors and the Kentucky Business Corporation
Act, shall possess and may exercise all the powers of the
Board of Directors. In every case, the affirmative vote of
the majority or written consent of all the members of the
Executive Committee shall be necessary for the approval of
any action, but action may be taken by the Executive
Committee without a formal meeting. The Executive Committee
shall meet at the call of any members thereof and shall keep
a written record of all actions taken by it.

ARTICLE IV.   OFFICERS

     SECTION 1.   Number.

    The officers of the Corporation shall be a Chairman,
President, as many vice Presidents as the Board of Directors
deems appropriate, 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. No
person shall be designated as an officer of the Corporation
nor be entitled to hold himself or herself out to third
parties as an officer of the Corporation unless such person
has been elected by the Board of Directors to an office
which, pursuant to the By-Laws or a resolution of the Board
of Directors, is to be held only by an officer of the
Corporation.

     SECTION 2.   Election and Term of Office.

    The officers of the Corporation to be elected by the
Board of Directors shall be elected annually by the Board of
Directors at the first meeting of the Board of Directors
held after each annual meeting of the shareholders. If the
election of officers shall not be held at such meeting, such
election shall be held as soon thereafter as is practicable.
Each officer shall hold office until his successor shall
have been duly elected and shall have qualified or until his
death or until he shall resign or shall have been removed in
the manner hereinafter provided.

    SECTION 3.   Removal.

    Any officer or agent may be removed by the Board of
Directors whenever, in its judgment, the best interests of
the Corporation will 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.

    SECTION 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.

    SECTION 5.   Chairman of the Board of Directors
(Chairman).

    The Chairman shall preside at all meetings of the
Shareholders and Board of Directors and shall have
responsibility for the preparation of all minutes of
Directors and Shareholders meetings. Unless the Board of
Directors determines otherwise, he shall perform the duties
of Chief Executive Officer and, subject to the control of
the Board of Directors, shall generally supervise and
control all the business and affairs of the Corporation. He
shall, when present, preside at all meetings of the
shareholders and of the Board of Directors. He 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 Chairman and
such other duties as may be prescribed by the Board of
Directors from time to time.

    SECTION 6.   President.

     In the absence of the Chairman, or if no Chairman is
elected, or in the event of his death, inability or refusal
to act, the President shall perform all the duties of the
Chairman and, when so acting, shall have all the powers and
be subject to all the restrictions placed upon the Chairman,
except that if the President is not also a Director, he
shall not preside at meetings of the shareholders and
Directors, nor be responsible for the preparation of all
minutes of such meetings unless specifically directed to do
so by the Board of Directors. Unless the Board of Directors
determines otherwise, he shall perform, subject to the
general supervision of the Chairman, the duties of Chief
Operating Officer, including the general supervision and
control of all day-to-day business and affairs of the
Corporation.

    SECTION 7.   Vice President.

     Each Vice President shall perform such duties as, from
time to time, may be assigned to him by the Chairman, the
President, or by the Board of Directors.

    SECTION 8.   Secretary.

    The Secretary shall:

    (a)   keep the minutes of the proceedings of the
    shareholders and of the Board of Directors 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 of the Corporation and see that the seal of the
    Corporation is affixed to all documents, the execution
    of which on behalf of the Corporation under its seal is
    duly authorized;

    (d)   keep a register of the post office address of
    each shareholder which shall be furnished to the
    Secretary by such shareholder;

    (e)   sign with the Chairman or President certificates
    for shares of the Corporation, the issuance of which
    shall have been authorized by resolution of the Board
    of Directors;

    (f)   have general charge cm the stock transfer book of
    the Corporation; and

    (g)   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 by the Chairman or
    President or by the Board of Directors.

    SECTION 9.   Treasurer.

    The Treasurer shall:

    (a)   have charge and custody of and be responsible for
    all funds and securities of the Corporation;

    (b)   receive and give receipts for moneys due and
    payable to the Corporation from any source whatsoever
    and deposit all such moneys in the name of the
    Corporation in such banks, trust companies or other
    depositories as shall be selected in accordance with
    the provisions of Article V of these By-Laws; and

    (c)   in general perform all of the duties incident to
    the office of Treasurer and such other duties as from
    time to time may be assigned to him by the Chairman or
    President or by the Board of Directors.

If required by the Board of Directors, the Treasurer shall
give a bond for the faithful discharge of his duties in such
sum and with such surety or sureties as the Board of
Directors shall determine.

           SECTION 10.   Assistant Treasurers and Assistant
Secretaries.

    (a)   The Assistant Treasurer, if that office be
    created and filled, shall, if required by the Board of
    Directors, give bond for the faithful discharge of his
    duty in such sum and with such surety as the Board of
    Directors shall determine;

    (b)   The Assistant Secretary, if that office be
    created and filled, and if authorized by the Board of
    Directors, may sign, with the Chairman or President or
    Vice President, certificates for shares of the
    Corporation; and

    (c)   The Assistant Treasurers and Assistant
    Secretaries, in general, shall perform such additional
    duties as shall be assigned to them by the Treasurer or
    the Secretary, respectively, or by the Chairman of the
    Board, the President or the Board of Directors.

    SECTION 11.   Salaries.

    The salaries of the officers shall be fixed from time to
time by the Board of Directors and no officer shall be
prevented from receiving such salary by reason of the fact
that he is also a Director of the corporation.

    SECTION 12.  Chief Executive Officer "C.E.O.", Chief
Operating Officer "C.O.O.", Chief Financial Officer
"C.F.O.", Chief Accounting Officer "C.A.O.", and Chief
Compliance Officer "C.C.O."

    The duties of C.E.O., C.O.O., C.F.O., CA.O., and C.C.O.
may be assigned at the discretion of the Board of Directors
to appropriate Officers of the Corporation; however the
terms C.E.O., C.O.O., C.F.O., C.A.O., and C.C.O. shall
constitute a description of duties and shall not constitute
a corporate office.

ARTICLE V.   CONTRACT, LOANS, CHECKS AND DEPOSITS

     SECTION 1.   Contracts.

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

     SECTION 2.   Loans.

     No loans shall be contracted on behalf of the
Corporation and no evidence 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.

     SECTION 3.  Checks, drafts, etc.

     All checks, drafts or other orders for the payment of
money, notes or other evidence of indebtedness issued in the
name of the Corporation shall be signed by such officer or
officers, 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.

     SECTION 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, or other
depositaries as the Board of Directors may select.

ARTICLE VI.   CERTIFICATES FOR SHARES AND THEIR TRANSFER

     SECTION 1.   Certificates for Shares.

     Certificates representing shares of the Corporation
shall be in such form as shall be determined by the Board of
Directors. Such certificates shall be signed by the Chairman
or President and by the Secretary or by such other officers
authorized by law and by the Board of Directors so to do,
and sealed with the corporate seal or its facsimile. All
certificates for shares shall be consecutively numbered or
otherwise identified, shall state, the name of the person to
whom the certificate is issued and shall identify the class
of shares and the designation of the series, if any, the
certificate represents. The signatures of such officers upon
such certificate may be facsimiles if the certificate is
manually signed on behalf of a transfer agent or registrar
for the Corporation. The name and address of the person to
whom the shares represented thereby are issued with the
number of shares and date of issue, shall be entered on the
stock transfer books of the Corporation. All certificates
surrendered to the Corporation for transfer shall be
canceled, and no new certificate shall be issued until the
former certificate for a like number of shares shall have
been surrendered and canceled, 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.

     SECTION 2.   Transfer of Shares.

    Transfer of shares of the Corporation shall be made
only on the stock transfer books of the Corporation by the
holder of record thereof or by his legal representative, who
shall furnish proper evidence of authority to transfer, or
by his 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 by the
Corporation to be the owner thereof for all purposes.

     SECTION 3.   Shares without Certificates.

    The Board of Directors may, in accordance with the
Kentucky Business Corporation Act, authorize the issuance of
some of all of the shares of any or all of the Corporation's
classes or series of stock without certificates.

ARTICLE VII.    INDEMNIFICATION OF DIRECTORS AND OFFICERS

    The Corporation shall, to the fullest extent permitted
by, and in accordance with the provisions of, the Kentucky
Business Corporation Act, indemnify each director or officer
of the Corporation against expenses (including attorneys
fees), judgments, taxes, fines and amounts paid in
settlement, incurred by him in connection with, and shall
advance expenses (including attorneys' fees) incurred by him
in defending, any threatened, pending or completed action,
suit or proceeding (whether civil, criminal, administrative,
or investigative) to which he is, or is threatened to be
made, a party by reason of the fact that he is or was a
director or officer of the Corporation, or is or was serving
at the request of the Corporation as a director, officer,
partner, employee or agent of another domestic or foreign
corporation, partnership, joint venture, trust or other
enterprise. After a determination that the facts then known
to those making such determination would not reclude
indemnification, and upon receipt of a written affirmation
by the person seeking indemnification of his good faith
belief that he has met the applicable standard of conduct,
under the Kentucky Business Corporation Act, advancement of
expenses shall be made upon receipt of a written
undertaking, with such security, if any, as the Board of
Directors or shareholders may reasonably require, by or on
behalf of such person, to repay amounts advanced if it shall
ultimately be determined that he is not entitled to be
indemnified by the Corporation as authorized herein.

     The indemnification provided for by this Article VII
shall not be deemed exclusive of any other rights to which
directors or officers of the Corporation may be entitled
under any statute, agreement, by-law or action of the Board
of Directors or shareholders of the Corporation, or
otherwise, and shall continue as to a person who has ceased
to be a director or officer of the corporation, and shall
inure to the benefit of the heirs, executors and
administrators of such a person.

     The Corporation may purchase and maintain insurance on
behalf of any person who is or was a director, officer,
employee or agent of the Corporation, or is or was serving
at the request of the Corporation as a director, officer,
partner, employee, or agent of another domestic or foreign
corporation, partnership, joint venture, trust or other
enterprise, against any liability asserted against him and
incurred by him in such capacity or arising out of his
status as such, whether or not the Corporation would have
the power or be obligated to indemnify him against such
liability under the provisions of this Article VII or the
Kentucky Business corporation Act.

ARTICLE VIII.   INDEMNIFICATION OF EMPLOYE BENEFIT PIAN
     FIDUCIARIES

         The Corporation shall indemnify each director,
officer, or employee of the Corporation who is, or is
threatened to be made, a party to any threatened, pending or
completed action, suit or proceeding whether civil,
criminal, administrative or investigative, including actions
by or in the right of the Corporation, by reason of the fact
that such director, officer or employee is or was serving at
the request of the Corporation as a fiduciary" (as defined
by Section 3 (21) (A) of the Employee Retirement Income
Security Act of 1974 ("ERISA")) with regard to any employee
benefit plan adopted by the Corporation, against expenses
(including attorneys' fees), claims, fines, judgments,
taxes, causes of action or liability and amounts paid in
settlement, actually and reasonably incurred by him in
connection with such action, or proceeding, unless such
expense, claim, fine, judgment, taxes, cause of action,
liability, or amount arose from his gross negligence, fraud
or willful breach of his fiduciary responsibilities under
ERISA, except, that with respect to any action by or in the
right of the Corporation, indemnification shall be made only
against expenses (including attorneys' fees).

    The Corporation shall advance all expenses (including
attorneys' fees) incurred by any director, officer or
employee in defending any such civil, criminal,
administrative or investigative action, suit or proceeding
pending the final disposition of such action, suit or
proceeding, unless (a) the Board of Directors, by a majority
vote of a quorum consisting of directors who were not or are
not parties to the action, suit or proceeding concerned or
(b) the shareholders determine that under the circumstances
the person, by his conduct, is not entitled to
indemnification because of his gross negligence, fraud or
willful breach of his fiduciary responsibilities under
ERISA. Advancement of expenses shall be made upon receipt of
an undertaking, with such security, if any, as the Board of
Directors or shareholders may reasonably require, by or on
behalf of the director, officer or employee to repay such
amounts unless it shall ultimately be determined that he is
entitled to be indemnified by the Corporation as authorized
herein.

     To the extent that any director, officer or employee
has been successful on the merits or otherwise in the
defense of any action, suit or proceeding, or in defense of
any claim, issue or matter therein, he shall be indemnified
against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith and if he
was advanced expenses by the Corporation, his undertaking
shall be cancelled by the Corporation. If any action, suit
or proceeding shall terminate by judgment or order adverse
to the director, officer or employee, or settlement,
conviction or upon a plea of nolo contendere or its
equivalent, the Board of Directors, by a majority vote of a
quorum consisting of directors who were not or are not
parties to such action, suit or proceeding, or the
shareholders, shall (unless ordered by a court to make
indemnification) make a determination whether
indemnification of the director, officer or employee is not
proper in the circumstances because he has been guilty of
gross negligence, fraud, or willful breach of his fiduciary
responsibilities under ERISA. If the Board of Directors or
shareholders shall determine that the person is entitled to
indemnification, then he shall be indemnified against
expenses (including attorneys' fees), claims, fines,
judgments, taxes, causes of action or liability and amounts
paid in settlement, actually and reasonably incurred by him
in connection with such action, suit or proceeding and, if
he was advanced expenses by the Corporation, his undertaking
shall be cancelled. The termination of any action or
proceeding by adverse judgment or order, conviction,
settlement or plea of nolo contendere or the equivalent,
shall not, of itself, create a presumption that the
director, officer or employee was guilty of gross
negligence, fraud or willful breach of his fiduciary
responsibilities under ERISA.

ARTICLE IX.    FISCAL YEAR

     The fiscal year of the Corporation shall be determined
by the Board of Directors.

ARTICLE X.    DISTRIBUTION

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

ARTICLE XI.   CORPORATE SEAL

     The Board of Directors shall provide - corporate seal
which shall be circular in form and shall have inscribed
thereon the name of the Corporation and the state of
incorporation and the words "Corporate Seal."

ARTICLE XII.    WAIVER OF NOTICE

     Unless otherwise provided by law, whenever any notice
is required to be given to any shareholder or Director of
the Corporation under the provisions of these By-Laws, or
under the provisions of the Articles of Incorporation or
under the provisions of the Kentucky Business Corporation
Act, 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 deemed equivalent to the
giving of such notice.

ARTICLE XIII.   AMENDMENTS

     The Board of Directors shall have the power and
authority to alter, amend or repeal these By-Laws and to
adopt new By-Laws, subject always to repeal or change by a
two-thirds majority vote of all the shareholders entitled to
vote thereon.