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                                                                     EXHIBIT 3.2

                              AMENDED AND RESTATED
                                   BY-LAWS OF
                                 NS GROUP, INC.
                            Effective: July 30, 2003

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, the date and time to be
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 on 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 by the Board of
Directors, 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.

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         SECTION 4. Notice of Meeting.

         Written notice stating the place, date and time 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)

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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.

         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
right, 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.

         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's 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

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the name of a trustee may be voted by the trustee, either in person or by proxy,
but no trustee shall be entitled to vote such shares 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. 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 of Incorporation 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

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disclosure was made. A shareholder's notice to the Secretary shall set forth as
to each matter he or she 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 12. 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 12; 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 Directors.

         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. Directors and candidates for election as Directors shall not stand
for election or reelection after attaining the age of 70.

         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 (i) by or at the direction
of the Board of Directors or (ii) 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

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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 proposes 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; and 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 stock 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, of ten 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, 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.

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         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 by 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
previous 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. Directors 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

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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 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 certified or 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.

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ARTICLE IV. OFFICERS

         SECTION 1. Number.

         The officers of the Corporation shall be a 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 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
have been removed in the manner hereinafter provided. Corporate officers who are
President or Vice President shall retire from active employment upon attaining
the age of 65.

         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.

         The Chairman shall be elected by the Board of Directors annually at the
first meeting of the Board of Directors held after each annual meeting of the
shareholders. The Chairman shall preside at all meetings of the shareholders and
Board of Directors and shall perform the 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.

         The President shall perform the duties of Chief Executive Officer of
the Corporation and, subject to the control of the Board of Directors, shall
generally supervise and control the business and affairs of the Corporation. As
President, he may sign, with the Secretary or any other proper

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officer of the Corporation authorized by the Board of Directors, certificates
for shares of the Corporation, deeds, mortgages, bonds, contracts or other
instruments which the Board of Directors has authorized to be executed, except
where the signing and execution thereof shall be expressly delegated by the
Board of Directors or by the By-Laws to some other officer or agent of the
Corporation, or shall be required by law to be otherwise signed or executed. If
elected a Director, the President shall preside at meetings of the shareholders
and Directors in the absence of the Chairman of the Board.

         SECTION 7. Vice President.

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

         SECTION 8. Secretary.

         The Secretary shall:

         (a)      keep written minutes of the proceedings of the shareholders
and of the Board of Directors;

         (b)      see that all notices are duly given in accordance with the
provisions of these By-Laws or as required by law;

         (c)      act as 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 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 of 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 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,

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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 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 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 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., C.A.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.

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         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 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

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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 preclude 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 if 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.

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<PAGE>

ARTICLE VIII. INDEMNIFICATION OF EMPLOYEE BENEFIT PLAN 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 of 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 herein, 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

                                      -14-

<PAGE>

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 a 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.

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