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                                                                     Exhibit 4.5


                              AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                                 RES-CARE, INC.
                               (THE "CORPORATION")

         The Bylaws of the Corporation adopted effective December 22, 1992 and
amended and restated as of May 25, 2000.

                                    ARTICLE I
                                    ---------

                                     OFFICES
                                     -------

         1.1 PRINCIPAL OFFICE. The principal office of the Corporation shall be
located in Louisville, Kentucky. The Corporation may have such other offices,
either within or outside the Commonwealth of Kentucky, as the business of the
Corporation may require from time to time.

         1.2 REGISTERED OFFICE. The registered office of the Corporation shall
be 10140 Linn Station Road, Louisville, Kentucky. The address of the registered
office may be changed from time to time by the Board of Directors.

                                   ARTICLE II
                                   ----------

                                   SHAREHOLDER
                                   -----------

         2.1 ANNUAL MEETINGS. The annual meeting of the shareholders shall be
held at such time, place and on such date as the Board of Directors shall
designate and as stated in the notice of the meeting. The purpose of such
meeting shall be the election of directors and the transaction of such other
business as may properly come before it. If the election of directors shall not
be held on the day designated for an annual meeting, or at any adjournment
thereof, the Board of Directors shall cause the election to be held at a special
meeting of the shareholders to be held as soon thereafter as may be practicable.
Failure to hold the annual meeting at or within the designated time, or to elect
directors at or within such time, shall not work any forfeiture or a dissolution
of the Corporation, and shall not otherwise affect valid corporate acts.

         2.2 SPECIAL MEETINGS. Special meetings of the shareholders for any
purpose or purposes may be called by the Chairman of the Board, or the President
if he is the Chief Executive Office of the Corporation pursuant to Section 5.7,
and shall be called by the Chairman of the Board at the written request of a
majority of the members of the Board of Directors, or upon the written demand of


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the holders of not less than 33% of all the outstanding shares of the
Corporation entitled to vote at such meeting.

         2.3 PLACE OF SPECIAL MEETINGS. The Board of Directors may designate any
place within or outside the Commonwealth of Kentucky as the place for any
special meeting of shareholders called by the Board of Directors. If no
designation is properly made, or if a special meeting is otherwise called, the
place of meeting shall be at the principal office of the Corporation in the
Commonwealth of Kentucky.

         2.4 NOTICE OF ANNUAL OR SPECIAL MEETINGS. The Corporation shall give
notice to shareholders of record of the date, time and place of each annual or
special shareholders meeting to be held, and, in case of a special meeting, the
purpose or purposes for which the meeting is called, no less than 10 days nor
more than 60 days before the date of the meeting. Notice shall be given in
written form, delivered personally or by telegraph, teletype, any other form of
wire or wireless written communication or by mail or private carrier, by or at
the direction of the Chairman of the Board or the Secretary. If notice is given
by mail, such notice shall be deemed to be delivered when deposited in the
United States mail correctly addressed to the shareholder at his address as it
appears on the stock transfer books of the Corporation, with postage prepaid. If
notice is given by private carrier, such notice shall be deemed to be delivered
upon delivery of such notice to a private carrier, in any envelope required by
such private carrier for delivery without charge to the shareholder, correctly
addressed to the shareholder at his address as it appears on the stock transfer
books of the Corporation. If notice is given by telegraph, teletype or any other
form of wire or wireless written communication, notice shall be deemed to be
delivered upon proper transmission of such written communication to the
shareholder's address as it appears on the stock transfer books of the
Corporation or through a wireless communication telephone number for a
shareholder's business or residence address known to the Corporation that the
Corporation reasonably believes will result in the receipt of such written
communication (or all material information as to its contents) by the
shareholder. An affidavit (a) of mailing of notice of a meeting of shareholders,
executed by the Secretary, any Assistant Secretary or any transfer agent of the
Corporation, (b) of delivery of notice, executed by any private carrier or any
independent company engaged in the transmission and delivery of telegraphs, and
(c) of proper transmission of notice by teletype or any other form of wire or
wireless written communication, executed by any officer of the Corporation,
shall be prima facie evidence of the giving of such notice.




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         2.5 ADVANCE NOTICE OF SHAREHOLDER BUSINESS. At any annual meeting of
the shareholders, only such business shall be conducted as shall have been
properly brought before the meeting. To be properly brought before an annual
meeting, business must be (a) specified in the notice of meeting (or any
supplement thereto) given by or at the direction of the Board of Directors, (b)
otherwise properly brought before the meeting by or at the direction of the
Board of Directors or (c) otherwise properly brought before the meeting by a
shareholder. For business to be properly brought before an annual 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 office of the Corporation,
not less than 60 nor more than 90 days prior to the meeting; provided, however,
that in the event that less than 70 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 10th day following the day on which such notice of the date of
the annual meeting was mailed or such public disclosure was made. A
shareholder's notice to the Secretary shall set forth as to each matter the
shareholder proposes to bring before the annual meeting (a) a brief description
of the business desired to be brought before the annual meeting and the reasons
for conducting such business at the annual meeting, (b) the name and address, as
they appear on the Corporation's stock transfer books, of the shareholder
proposing such business, (c) the class and number of shares of the Corporation
which are beneficially owned by the shareholder and (d) any material interest of
the shareholder in such business. Notwithstanding anything in these Bylaws to
the contrary, no business shall be conducted at any annual meeting except in
accordance with the procedures set forth in this Section 2.5. The chairman of
the annual meeting shall, if the facts warrant, determine and declare to the
meeting that business was not properly brought before the meeting and in
accordance with the provisions of this Section 2.5, and 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.

         2.6 CLOSING TRANSFER BOOKS AND FIXING OF A RECORD DATE. The Board of
Directors of the Corporation may close



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its stock transfer books for a period not exceeding 70 days, immediately prior
to the date of any meeting of shareholders, or the date for the payment of any
dividend or for the allotment of rights, or the date when any exchange or
reclassification of shares shall be effective; or in lieu thereof, may fix in
advance a date, not exceeding 70 days prior to the date of any meeting of
shareholders, or to the date for the payment of any dividend or for the
allotment of rights, or to the date when any exchange or reclassification of
shares shall be effective, as the record date for the determination of
shareholders entitled to notice of, or to vote at, such meeting, or shareholders
entitled to receive payment of such dividend or to receive such allotment of
rights, or to exercise such rights, in the event of an exchange or
reclassification of shares, as the case may be. If the transfer books are not
closed and no record date is fixed by the Board of Directors, the date on which
notice of the meeting is mailed, or the date on which the resolution of the
Board of Directors declaring such dividend is adopted or such other action is
taken, as the case may be, shall be deemed to be the record date for the
determination of the shareholders of the Corporation and the number of shares
owned by them for all of the purposes set forth in the immediately preceding
sentence. When a record date has been established as provided herein, such
record date shall be effective for any adjournment of the meeting for which such
record date was established, unless the meeting is adjourned (other than by
court order) to a date more than 120 days after the date fixed for the original
meeting, in which case the Board of Directors shall establish a new record date
in accordance with these Bylaws. If a court orders a meeting adjourned to a date
more than 120 days after the date fixed for the original meeting and provides
that the original record date continue in effect, the Board of Directors need
not establish a new record date.

         2.7 VOTING RECORD. The officer or agent having charge of the
Corporation's stock transfer books shall make, at least 5 business days before
every meeting of shareholders, a list of the shareholders entitled to notice of
the shareholders' meeting. The list shall be arranged by voting group (and
within each voting group by class or series of shares) and show the address of
and number of shares held by each shareholder. Such shareholders' list shall be
available for inspection by any shareholder, beginning 5 business days before
the meeting for which the list was prepared and continuing through the meeting,
at the Corporation's principal office or at a place identified in the meeting
notice in the city where the meeting will be held. A shareholder, his agent or
attorney may on written demand inspect and copy the list during regular business
hours and at the shareholder's expense, during the period it is available for
inspection, subject to the Corporation's ability to refuse to permit such
inspection or copying without a court order. The Corporation shall make the
shareholders' list available at the meeting, and any shareholder, his agent or
attorney shall be entitled to inspect the list at any time during the meeting or
any adjournment.

         2.8 QUORUM. A majority of the outstanding shares of the Corporation
entitled to vote, represented in person or by proxy, shall constitute a quorum
of the shareholders for all purposes unless a greater or lesser quorum shall be
provided by law or the Corporation's Articles of Incorporation and in such case
the representation of the number so required shall constitute a quorum. Once a
share is represented for any purpose at the meeting, it shall be deemed present
for quorum purposes for the remainder of the meeting and for any adjournment of
that meeting, unless a new



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record date is or must be set for that adjourned meeting. In the absence of a
quorum, the shareholders so present may, by majority vote, adjourn the meeting
from time to time in the manner provided in Section 2.9 of these Bylaws.

         2.9 ADJOURNMENTS. Any meeting of shareholders, annual or special, may
adjourn from time to time to reconvene at the same or some other place, and
notice need not be given of any such adjourned meeting if the time and place
thereof is announced at the meeting at which the adjournment is taken. At the
adjourned meeting, the Corporation may transact any business which might have
been transacted at the original meeting. If after the adjournment a new record
date is fixed for the adjourned meeting, a notice of the adjourned meeting shall
be given to each shareholder of record entitled to vote at the meeting.

         2.10 ORGANIZATION. The Chairman of the Board, or such other person as
may have been designated for the purpose by the Board of Directors, or if no
such designation shall have been made, a chairman elected by the shareholders
present, shall act as chairman of meetings of shareholders. The Secretary of the
Corporation shall act as secretary of meetings of shareholders, but in the
absence of the Secretary the chairman of the meeting may appoint any person to
act as secretary of the meeting.

         2.12. VOTING. Unless otherwise required by the Kentucky Business
Corporation Act, the Corporation's Articles of Incorporation or these Bylaws,
(a) any question brought before any meeting of shareholders shall be decided by
the vote of the holders of a majority of the shares represented and entitled to
vote on the matter and (b) each shareholder represented at a meeting of
shareholders shall be entitled to cast one vote for each share entitled to vote
on the matter held by such shareholder; provided, however, that at each election
for directors, each shareholder entitled to vote shall have the right to cast as
many votes in the aggregate as he shall be entitled to vote under the
Corporation's Articles of Incorporation, multiplied by the number of directors
to be elected at such election, and each shareholder may cast the whole number
of votes for one candidate or distribute such votes in whole numbers among two
or more candidates. The Board of Directors, in its discretion, or the chairman
presiding at a meeting of shareholders, in his discretion, may require that any
votes cast at such meeting shall be cast by written ballot.

         2.12 PROXIES. At all meetings of shareholders, a shareholder may vote
by a proxy signed by the shareholder or by his duly authorized attorney-in-fact.
Such proxy shall be filed with the Secretary of the Corporation before or at the
time of the meeting. No proxy shall be valid after 11 months from the date of
its execution, unless otherwise expressly provided in the proxy. A proxy may be
revoked in writing at any time unless the appointment form conspicuously states
that it is irrevocable and the appoint-


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ment is coupled with an interest. The effective time of such revocation shall be
the time the Secretary of the Corporation receives the written notice of
revocation.

         2.13     VOTING OF SHARES BY CERTAIN HOLDERS.

         (a) Shares standing in the name of another corporation may be voted by
that corporation's president or by proxy appointed by him or by such other
person as the board of directors of such other corporation may determine.

         (b) Shares held by an administrator, executor, guardian or conservator
may be voted by him, 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.

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

         (d) Where shares are held jointly by two or more fiduciaries, unless
the Secretary of the Corporation is given written notice to the contrary by any
of such fiduciaries, the vote of one or more of such fiduciaries shall be
presumed to be the vote of all such fiduciaries. Where shares are held jointly
by two or more fiduciaries and written notice is given to the Secretary of the
Corporation that the vote of one or more of such fiduciaries may not be presumed
to be the vote of all such fiduciaries, the vote of the majority of such
fiduciaries (or both in the case of two fiduciaries) shall control the manner of
voting or the giving of a proxy unless the instrument or order appointing the
fiduciaries otherwise directs. Where, in any case, fiduciaries are equally
divided upon the manner of voting shares jointly held by them, any court of
competent jurisdiction may, upon petition filed by any of the fiduciaries, or by
any beneficiary, appoint an additional person to act with the fiduciaries in
determining the manner in which the shares shall be voted upon the particular
questions as to which the fiduciaries are divided.

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

         (f) Neither treasury shares of its own stock held by the Corporation,
nor shares held by another corporation if a majority of the shares entitled to
vote for the election of directors of



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such other corporation is held by the Corporation, shall be voted at any meeting
or counted in determining the total number of outstanding shares at any given
time.

         (g) The Secretary or any shareholder may demand written proof that the
person asserting the right to vote shares pursuant to this Section 2.13 holds
the position he claims to hold and has been properly authorized to vote the
shares he represents. Such proof, if demanded, shall be presented prior to the
voting of such shares by such person.

         2.14 INSPECTORS OF ELECTIONS. The Board of Directors or the chairman of
the meeting may appoint two or more inspectors to tally and certify each vote
required to be tallied and certified by them as provided in the resolution of
the Board of Directors appointing them or in their appointment by the chairman
of the meeting, and to perform such other acts or duties as maybe requested by
the chairman of the meeting or required by law. On request of the chairman of
the meeting or as otherwise required by law, the inspectors shall make and
execute a written report to the chairman of the meeting certifying any facts
found by them and matters determined by them. The report shall be prima facie
evidence of the facts stated and of the vote certified by the inspectors.

         2.15 ATTENDANCE AT MEETING AS WAIVER. Attendance by a shareholder at a
meeting of shareholders (a) waives objection to lack of notice or defective
notice of the meeting, unless the shareholder at the beginning of the meeting
objects to holding the meeting or transacting business at the meeting; and (b)
waives objection to consideration of a particular matter at the meeting that is
not within the purpose or purposes described in the meeting notice, unless the
shareholder objects to considering the matter when it is presented.

                                   ARTICLE III
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                                    DIRECTORS
                                    ---------

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

         3.2 NUMBER, TENURE AND QUALIFICATIONS. The number of directors of the
Corporation shall be not less than five (5) and no more than fifteen (15), and
within this range shall be fixed by resolution of the Board of Directors from
time to time. Each director shall hold office for the term for which he was
elected and until his successor shall be elected and qualified, whichever period
is longer, or until his death or until he shall resign or shall have been
removed in the manner hereinafter provided.



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         3.3 REMOVAL AND RESIGNATIONS. Subject to the rights of the holders of
any series of Preferred Shares then outstanding, at a meeting of shareholders
called expressly for the purpose of removing one or more directors, any director
or the entire Board of Directors may be removed, with cause, by a vote of the
holders of a majority of the shares then entitled to vote at an election of
directors. Whenever the holders of the shares of any class are entitled to elect
one or more directors by the provisions of the Articles of Incorporation, the
provisions of this Section shall apply, in respect to the removal of a director
or directors so elected, to the vote of the holders of the outstanding shares of
that class and not to the vote of the outstanding shares as a whole. Any member
of the Board of Directors may resign from the Board of Directors at any time by
giving written notice to the Chairman of the Board or Secretary of the
Corporation, and unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.

         3.4 ANNUAL AND REGULAR MEETINGS. An annual meeting of the Board of
Directors shall be held without other notice than this Bylaw 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, either within or outside
the Commonwealth of Kentucky for the holding of regular meetings without other
notice than such resolution.

         3.5 SPECIAL MEETINGS. Special meetings of the Board of Directors may be
called by, or at the request of, the Chairman of the Board or by any two
directors. All special meetings of the Board of Directors shall be held at the
principal office of the Corporation unless some other place shall be specified
in the notice of the meeting.

         3.6 NOTICE. Notice of any special meeting shall be given at least 48
hours prior thereto, either in person or by telephone, or in written form
delivered personally or by telegraph, teletype, any other form of wire or
wireless written communication or by mail or private carrier, to each director
at such business address (and business wire or wireless communication telephone
number, if any) as he shall register with the Secretary of the Corporation. If
mailed, such notice shall be deemed to be delivered at the earliest of the
following: (a) when received, (b) five days after its deposit in the United
States mail, as evidenced by the postmark, if mailed postpaid and correctly
addressed, or (c) on the date shown on the return receipt, if sent by registered
or certified mail, return receipt requested, and the receipt is signed by or on
behalf of the director. If notice is given by a private carrier, such notice
shall be deemed to be delivered upon delivery of such notice to a private
carrier, in any envelope required by such private carrier for delivery without
charge to the director, correctly addressed to the director at his business
address. If notice is given by telegraph, teletype or any other form of wire or
wireless



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written communication, notice shall be deemed to be delivered when receipt of
such written communication is confirmed (whether by telephone or otherwise) by
any person present at the director's business address to which such written
communication has been transmitted. Any director may waive notice of any
meeting. The attendance of a director at any meeting shall constitute a waiver
of notice of such meeting, except where a director at the beginning of the
meeting (or promptly upon the director's arrival) objects to holding the meeting
or transacting business at the meeting and does not thereafter vote for or
assent to action taken at the meeting. Neither the business to be transacted at,
nor the purpose of, any regular or special meeting of the Board of Directors
need be specified in the notice or waiver of notice of such meeting.

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

         3.8 ORGANIZATION. Meetings of the Board of Directors shall be presided
over by the Chairman of the Board, or in his absence the Vice Chairman, if any,
or in the absence of the Vice Chairman, if any, the President, or in his absence
by a chairman chosen at the meeting. The Secretary shall act as secretary of the
meeting, but in his absence the chairman of the meeting may appoint any person
to act as secretary of the meeting.

         3.9 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, unless otherwise required by the Articles of Incorporation.

         3.10 PARTICIPATION BY TELEPHONIC MEANS. Members of the Board of
Directors, or of any committee designated by the Board of Directors, may
participate in a meeting of such Board or committee by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear and speak to each other at the same time,
and participation in a meeting pursuant to this provision shall constitute
presence in person at the meeting.

         3.11 INCREASE OR DECREASE TO NUMBER OF DIRECTORS; VACANCIES. The Board
of Directors may increase or decrease by 30% or less the number of directors
last elected by the shareholders of the Corporation. Subject to the rights of
the holders of any series of Preferred Shares then outstanding, newly created
directorships resulting from any increase in the authorized number of directors
or any vacancies in the Board of Directors resulting from death, resignation,
retirement, disqualification, removal from office or



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other cause shall be filled by a majority of the remaining directors then in
office, and directors so chosen shall hold office for a term expiring at the
next annual meeting of shareholders and until his successor shall have been duly
elected and qualified, or until his earlier resignation or removal. No decrease
in the number of directors constituting the Board of Directors shall shorten the
term of any incumbent director.

         3.12 COMPENSATION. Directors may be paid their expenses, if any, of
attendance at each meeting of the Board of Directors, and may be paid a stated
salary as director, a fixed sum for attendance at each meeting of the Board of
Directors or some combination thereof. No such payment shall preclude any
director from serving the Corporation in any other capacity and receiving
compensation therefor. Members of special or standing committees may be allowed
like compensation for attending committee meetings.

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

         3.14 NOMINATIONS OF DIRECTOR CANDIDATES. Only persons who are nominated
in accordance with the procedures set forth in this Section 3.14 shall be
eligible for election as directors. Nominations 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 notice procedures set forth in this Section 3.14. Such
nominations, other than those made by or at the direction of the Board of
Directors, 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 at the principal office of the Corporation not less than
60 days nor more than 90 days prior to the meeting; provided, however, that in
the event that less than 70 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 10th day
following the day on which such notice of the date of the meeting was mailed or
such public disclosure was made. Such shareholders' notice shall set forth (a)
as to each director 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, (iii) the class and number of shares of the Corporation which are
beneficially owned by such person and (iv) any other information relating to
such person that is required to be disclosed in solicitations of proxies for
election of directors, or as otherwise required, in each case pursuant to
Regulation l4A under the Securities Exchange Act of 1934, as amended (including,
without



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limitation, such persons' written consent to being named in the proxy statement
as a nominee and to serving as a director if elected); and (b) as to the
shareholder giving the notice, (i) the name and address, as they appear on the
Corporation's stock transfer books, of such shareholder and (ii) the class and
number of shares of the Corporation which are beneficially owned by such
shareholder. 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 eligible
for election as a director of the Corporation unless nominated in accordance
with the procedures set forth in this Section 3.14. The chairman of the 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
Bylaws, and if he should so determine, he shall so declare to the meeting and
the defective nomination shall be disregarded.

                                   ARTICLE IV
                                   ----------

                                   COMMITTEES
                                   ----------

         4.1 COMMITTEES. The Board of Directors may, by resolution passed by a
majority of the full Board of Directors, designate one or more committees, each
committee to consist of two or more of the directors of the Corporation. The
Board of Directors may designate one or more directors as alternate members of
any committee, who may replace any absent or disqualified member at any meeting
of the committee. In the absence or disqualification of a member of the
committee, and in the absence of a designation by the Board of Directors of an
alternate member to replace the absent or disqualified member, the members
thereof present at any meeting and not disqualified from voting, whether or not
they constitute a quorum, may unanimously appoint another member of the Board of
Directors to act at the meeting in place of any such absent or disqualified
member. Any such committee, to the extent permitted by law and to the extent
provided in the resolution of the Board of Directors, shall have and may
exercise all of the powers and authority of the Board of Directors in the
management of the business and affairs of the Corporation, and may authorize the
seal of the Corporation to be affixed to all papers which may require it. Each
committee shall keep regular minutes and report to the Board of Directors when
required.

         4.2 COMMITTEE RULES. Unless the Board of Directors otherwise provides,
each committee designated by the Board of Directors may make, alter and repeal
rules for the conduct of its business. In the absence of such rules, each
committee shall conduct its business in the same manner as the Board of
Directors conducts its business pursuant to Article III of these Bylaws.




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                                    ARTICLE V
                                    ---------

                                    OFFICERS
                                    --------

         5.1 CLASSES. The officers of the Corporation shall be chosen by the
Board of Directors and shall be a Chairman of the Board of Directors (who shall
also be the Chief Executive Officer of the Corporation unless the Board of
Directors expressly designates by resolution otherwise), a President, a
Secretary and a Treasurer. Further, the Board of Directors may elect or appoint
a Vice Chairman, one or more Vice Presidents (whose titles may be modified by
words such as "Executive," "Senior," "Finance," "Operations" or words of similar
ranking or descriptive import), a Controller, Assistant Secretaries, Assistant
Treasurers and such other officers and assistants to offices as it from time to
time deems necessary. Any two or more offices may be held by the same person.
The Chairman of the Board and the President shall be directors of the
Corporation.

         5.2 ELECTION AND TERM OF OFFICE. The officers of the Corporation shall
be elected by the Board of Directors at its first meeting held after the Annual
Meeting of Shareholders. If the election of officers is not held at any such
meeting, such election shall be held as soon thereafter as is practicable.
Vacancies may be filled or new offices created and filled at any meeting of the
Board of Directors. Each officer shall hold office until his successor is duly
elected or until his death or until he shall resign or shall have been removed
in the manner hereinafter provided.

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

         5.4 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.

         5.5 CHAIRMAN OF THE BOARD OF DIRECTORS. The Chairman of the Board
(unless the President is designated Chief Executive Officer) shall as Chief
Executive Officer have general supervision over the entire business of the
Corporation. The Chairman of the Board of Directors shall preside at all
meetings of the shareholders and of the Board of Directors, subject to Sections
2.10 and 3.8 of these



                                       12
<PAGE>   13

Bylaws. Except where by law the signature of the President is required, the
Chairman of the Board (provided he is the Chief Executive Officer) shall possess
the same power as the President to sign all contracts, certificates and other
instruments of the Corporation that may be authorized by the Board of Directors.

         5.6 VICE-CHAIRMAN. The Vice Chairman, if any, shall have such duties
and powers as from time to time may be assigned by these Bylaws or the Board of
Directors.

         5.7 PRESIDENT. The President shall be the Chief Operating Officer of
the Corporation and if the Board of Directors expressly provides by resolution,
the Chief Executive Officer of the Corporation. Subject to the direction of the
Board of Directors, and the Chairman of the Board if he shall be the Chief
Executive Officer of the Corporation, the President shall have general
supervision over the administration and operations of the Corporation. He shall
perform all the duties and functions and exercise all the powers of the Chairman
of the Board in the absence or disability of the Chairman of the Board. The
President may sign 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 is expressly delegated by the Board of Directors or by these Bylaws to
some other officer or agent of the Corporation or is required by law to be
otherwise signed or executed. The President shall, in general, perform all
duties incident to the office of President and such other duties as may be
assigned to him by the Chairman of the Board (unless he is not the Chief
Executive Officer of the Corporation) or the Board of Directors from time to
time. If the Board of Directors designates the President to be Chief Executive
Officer, the President as such shall also have general supervision over the
entire business of the Corporation.

         5.8 VICE-PRESIDENTS. Any Vice-President shall have such duties and
powers as shall be designated from time to time by the Board of Directors.

         5.9 SECRETARY. The Secretary shall (a) keep the minutes of the
shareholders' meetings and of the Board of Directors' meetings and (unless
otherwise directed) all committees thereof in one or more books provided for
that purpose; (b) see that all notices are duly given in accordance with the
provisions of these Bylaws or as required by law; (c) be custodian of the
corporate records and of the seal, if any, of the Corporation; (d) keep a
register of the mailing address of each shareholder; (e) sign with the President
or Vice-President certificates for shares of stock of the Corporation; (f) have
general charge of the stock transfer books of the Corporation (which may,
however, be kept by any transfer agent or agents of the Corporation); and, (g)
in general, perform all duties incident to the office of Secretary, and have
such other duties and



                                       13
<PAGE>   14

powers as may be designated from time to time by the Chairman of the Board
(provided he is the Chief Executive Officer) or the President.

         5.10 TREASURER. The Treasurer shall supervise and conduct the routine
financial business of the Corporation and shall have care and custody of its
funds, securities and property subject to the supervision of the President. The
Treasurer shall keep permanent records of the funds and property of the
Corporation and shall have authority to receive all monies and to pay out and
disburse such monies under the direction and control of the Board of Directors.
The Treasurer shall deposit daily to the credit of the Corporation all monies
not required for the convenience of the Corporation's business, in such banks,
trust companies or other depositories as the Board of Directors may from time to
time direct. The Treasurer shall in general perform all the duties incident to
the office of Treasurer, and have such other duties and powers as may be
designated from time to time by the Chairman of the Board (provided he is the
Chief Executive Officer) or the President.

         5.11 CHIEF FINANCIAL OFFICER. The Chief Financial Officer shall be the
chief accounting officer of the Corporation and shall be in charge of its books
of account, accounting records and accounting procedures. He shall have such
other duties and powers as may be designated from time to time by the Chairman
of the Board (provided he is the Chief Executive Officer) or the President.

         5.12 OTHER OFFICERS; ASSISTANT OFFICERS. If the Board of Directors
elects or appoints (i) other officers or (ii) assistants to any other officers,
such officers and assistant officers shall exercise such powers and perform such
duties as pertain to their respective offices, or as may be conferred upon, or
assigned to, them by the Chairman of the Board (provided he is the Chief
Executive Officer) or the President and, in the case of assistant officers,
the respective officer to whom they are assistants.

         5.13 COMPENSATION. The compensation of the Chairman of the Board, the
Vice-Chairman of the Board, if any, and the President of the Corporation shall
be fixed from time to time by the Board of Directors. The compensation of the
other officers of the Corporation may be fixed by the President, although such
compensation shall be reviewed at least annually by the Board of Directors and
may be altered by the Board of Directors. No officer shall be prevented from
receiving such compensation by reason of the fact that he is also a director of
the Corporation.




                                       14
<PAGE>   15

                                   ARTICLE VI
                                   ----------

                          CLERKS, AGENTS AND EMPLOYEES
                          ----------------------------

         The Board of Directors may appoint, from time to time, such clerks,
agents and employees as it may deem advisable for the prompt and orderly
transaction of the business of the Corporation, define their duties, fix the
salaries to be paid them and dismiss them. Subject to the authority of the Board
of Directors, the President, or any other officer of the Corporation authorized
by him, may appoint and dismiss all or any of such clerks, agents and employees
and prescribe their duties and the conditions of their employment, and from time
to time fix their compensation.

                                   ARTICLE VII
                                   -----------

                      CONTRACTS, LOANS, CHECKS AND DEPOSITS
                      -------------------------------------

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

         7.2 LOANS AND EVIDENCES OF INDEBTEDNESS. No loan shall be contracted on
behalf of the Corporation, and no evidence of indebtedness shall be issued in
its name, unless authorized by the Board of Directors. Such authorization may be
general or confined to specific instances. Loans so authorized by the Board of
Directors may be effected at any time for the Corporation from any bank, trust
company or other institution, or from any firm, corporation or individual. All
bonds, debentures, notes and other obligations or evidences of indebtedness of
the Corporation issued for such loans shall be made, executed and delivered as
the Board of Directors shall authorize. When so authorized by the Board of
Directors, any part of or all of the properties, including contract rights,
assets, business or goodwill of the Corporation, whether then owned or
thereafter acquired, may be mortgaged, pledged, hypothecated or conveyed or
assigned in trust as security for the payment of such bonds, debentures, notes
and other obligations or evidences of indebtedness of the Corporation, and of
the interest thereon, by instruments executed and delivered in the name of the
Corporation.

         7.3 CHECKS, DRAFTS, ETC. All checks, drafts or other orders for the
payment of money, issued in the name of the Corporation, shall be signed by such
person or persons and in such manner as may from time to time be designated by
the Board of Directors. Such designations may be general or confined to specific
instances.




                                       15
<PAGE>   16

         7.4 DEPOSITS. All funds of the Corporation not otherwise employed shall
be deposited, from time to time, to the credit of the Corporation in such banks,
trust companies and other depositories as the Board of Directors may authorize.
The Board of Directors may make such special rules and regulations with respect
to such bank accounts, not inconsistent with the provisions of these Bylaws, as
it may deem expedient. For the purpose of deposit and for the purpose of
collection for the account of the Corporation, checks, drafts and other orders
for the payment of money that are payable to the order of the Corporation shall
be endorsed, assigned and delivered by such person or persons and in such manner
as may from time to time be authorized by the Board of Directors.

                                  ARTICLE VIII
                                  ------------

                                CERTIFICATES FOR
                           SHARES AND THEIR TRANSFER
                           -------------------------

         8.1 CERTIFICATES FOR SHARES. Every shareholder shall be entitled to
have a certificate certifying the number and type of shares of the Corporation
owned by him, signed by, or in the name of the Corporation by the Chairman of
the Board, or Vice-Chairman, President or a Vice President and by the Treasurer
or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the
Corporation (except that when any such certificate is countersigned by a
transfer agent other than the Corporation or its employee or by a registrar
other than the Corporation or its employee the signature of any such officers
may be facsimiles). Such certificates shall be in such form as may be determined
by the Board of Directors and by the laws of the Commonwealth of Kentucky. If
the Corporation shall be authorized to issue more than one class of shares or
more than one series of any class, the designations, preferences and relative,
participating, optional or other special rights of each class of shares or
series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights shall be set forth in full or summarized on the face
or back of the certificate that the Corporation shall issue to represent such
class or series of shares, provided that, except in the case of restrictions on
transfer of securities which are required to be noted on the certificate, in
lieu of the foregoing requirements, there may be set forth on the face or back
of the certificate that the Corporation shall issue to represent such class or
series of shares, a statement that the Corporation will furnish without charge
to each shareholder who so requests the designations, preferences and relative,
participating, optional or other special rights of each class of shares or
series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights.

         8.2 TRANSFER OF SHARES. Transfer of shares of the Corporation shall be
made only on the books of the Corporation by the



                                       16
<PAGE>   17

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

         8.3 LOST, STOLEN OR DESTROYED CERTIFICATES. A new certificate or
certificates may be issued in place of any certificate or certificates
theretofore issued by the Corporation alleged to have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of shares to be lost, stolen or destroyed. When issuing a new
certificate or certificates, the Corporation, acting through its officers or
agents, including any transfer agent or registrar, may, in its discretion and as
a condition precedent to the issuance thereof, require the owner of such lost,
stolen or destroyed certificate or certificates, or his legal representative, to
give the Corporation a bond in such sum as it may direct as indemnity against
any claim that may be made against the Corporation with respect to the
certificate alleged to have been lost, stolen or destroyed.

         8.4 REGULATIONS. The Board of Directors shall have the power and
authority to take such action and make such rules and regulations as it may deem
expedient concerning the issue, transfer and registration of certificates for
shares of the Corporation, including, without limitation, the appointment of a
transfer agent and registrar for the Corporation.

                                   ARTICLE IX
                                   ----------

                                EMERGENCY BYLAWS
                                ----------------

         The Board of Directors may adopt, either before or during an emergency,
as that term is defined by the Kentucky Business Corporation Act, any emergency
bylaws permitted by the Kentucky Business Corporation Act which shall be
operative only during such emergency.

                                    ARTICLE X
                                    ---------

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS
                    -----------------------------------------

         10.1 GENERAL. The Corporation shall, to the fullest extent permitted
by, and in accordance with the provisions of, the Kentucky Business Corporation
Act, as it presently exists or may hereafter be amended, indemnify each director
and officer of the Corporation against expenses (including attorneys' fees),
judg-



                                       17
<PAGE>   18

ments, 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. 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 person seeking
indemnification to repay amounts advanced if it shall ultimately be determined
that he is not entitled to be indemnified by the Corporation as authorized
herein.

         10.2 NON-EXCLUSIVE RIGHT. The indemnification provided for by Section
10.1 shall not be deemed exclusive of any other rights to which directors or
officers of the Corporation may be entitled under any statute, provision in the
Corporation's Articles of Incorporation, agreement 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.

         10.3 INSURANCE. Without in any way limiting the Corporation's power to
purchase and maintain insurance for any other purpose or on behalf of any other
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
Section 10.1 of these Bylaws or the Kentucky Business Corporation Act.

                                   ARTICLE XI
                                   ----------

                                  MISCELLANEOUS
                                  -------------

         11.1 AMENDMENTS. The Board of Directors shall have the power and
authority to alter, amend or repeal these Bylaws, and to make new Bylaws, by the
vote of a majority of the entire Board of Directors, subject always to the power
of the shareholders to change or repeal such Bylaws.



                                       18
<PAGE>   19

         11.2 FISCAL YEAR. The Board of Directors shall have the power to fix,
and from time to time change, the fiscal year of the Corporation.

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

         11.4 WAIVER OF NOTICE. Whenever any notice is required to be given
under the provisions of these Bylaws, the Articles of Incorporation, or 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 equivalent to the giving of such notice.

         11.5 VOTING OF SHARES HELD BY CORPORATION. Unless otherwise ordered by
the Board of Directors, the Chief Executive Officer of the Corporation may from
time to time appoint an attorney or attorneys, or any agent or agents, to
exercise in the name and on behalf of the Corporation the powers and rights
that the Corporation may have, as the holder of shares or other securities in-
any other corporation, to vote or to consent in respect of such shares or
other securities; and the Chief Executive Officer may instruct the person or
persons so appointed as to the manner of exercising such powers and rights; and
the Chief Executive Officer may execute or cause to be executed in the name and
on behalf of the Corporation and under its corporate seal or otherwise, all such
written proxies, powers of attorney or other written instruments as he may deem
necessary in order that the Corporation may exercise such powers and rights.

         11.6 FORM OF RECORDS. Any records maintained by the Corporation in the
regular course of its business, including its stock ledger, books of account and
minute books, may be kept on, or be in the form of, punch cards, magnetic tape,
photographs, microphotographs, or any other information storage device, provided
that the records so kept can be converted into clearly legible form within a
reasonable time. The Corporation shall so convert any records so kept upon the
request of any person entitled to inspect the same.

         11.7 STOCK LEDGER. The stock ledger of the Corporation shall be the
only evidence as to who are the shareholders entitled to examine the stock
ledger and the list of the shareholders entitled to vote at every meeting of
shareholders or the books of the Corporation, to vote in person or by proxy at
any meeting of shareholders, to receive notice of any meeting of shareholders
and to receive distributions on shares of the Corporation. The Corporation shall
not be bound to recognize any equitable or other claim to or interest in such
shares on the part of any other person, whether or not it shall have express or
other notice there-



                                       19
<PAGE>   20
of, except as otherwise provided by the laws of the Commonwealth of Kentucky.

         11.8 CONSTRUCTION. Unless the context specifically requires otherwise,
any reference in these Bylaws to any gender shall include all other genders; any
reference to the singular shall included the plural; and any reference to the
plural shall include the singular.


                                    The above Amended and Restated Bylaws of
                                    the Corporation were adopted by the
                                    Corporation's Board of Directors at a
                                    meeting held on April 23, 1992, effective
                                    December 22, 1992 and amended May 25, 2000.

                                    /s/  Spiro B. Mitsos
                                    ---------------------
                                    Spiro B. Mitsos, Secretary




                                       20