ARTICLES OF AMENDMENT
                             TO
                  ARTICLES OF INCORPORATION
                             OF
                       CBT CORPORATION
                              
     Pursuant to the provisions of KRS 271B.10-060, the
undersigned corporation executes these Articles of Amendment
to its Articles of Incorporation.

     FIRST:  The name of the corporation is CBT Corporation.

     SECOND:   An amendment to the corporation's articles of
incorporation to add a new Article XIII as adopted by the
shareholders of the corporation in the manner prescribed by
the Kentucky Business Corporation Act.  The text of new
Article XIII of the corporation's articles of incorporation
is as follows:

                         ARTICLE I.

     Section 1.     DIRECTORS' RIGHT TO INDEMNIFICATION.
Each person who was or is made a party or is threatened to
be made a party to or is involved in any threatened, pending
or completed action, suit of proceeding, formal or informal
whether brought in the name of the corporation or otherwise
and whether civil, criminal, administrative or investigative
(hereafter a "proceeding"), by reason of the fact that he or
she or a person of whom he or she is the legal
representative, is or was a director of the corporation or
is or was serving at the request of the corporation as a
director of another corporation, including service with
respect to employee benefit plans, whether the basis of such
proceeding is alleged action or inaction in an official
capacity or in any other capacity while serving as a
director, shall subject to the terms of any express
agreement between the corporation and such person, be
indemnified and held harmless by the corporation to the
fullest extent authorized by Kentucky law, as the same
exists or may hereafter be amended, (but, in the case of any
such amendment, only to the extent that such amendment
permits the corporation to provide broader indemnification
rights than said law permitted the corporation to provide
prior to such amendment) against all costs, charges,
expenses, liabilities and losses (including attorneys' fees,
judgments, fines, ERISA excise taxes or penalties and
amounts paid or to be paid in settlement) reasonably
incurred by such person in connection therewith and such
indemnification shall continue as to a person who has ceased
to be a director and shall inure to the benefit of his or
her heirs, executors and administrators; provided, however,
that the corporation shall indemnify any such person seeking
indemnity in connection with an action, suit or proceeding
(or part thereof) initiated by such person only if such
action, suit or proceeding (or part thereof) was authorized
by the board of directors of the corporation.  Such right
shall be a contract right and shall include the right to be
paid by the corporation expenses incurred in defending any
such proceeding in advance of its final disposition;
provided, however, that, the payment of such expenses
incurred by a director in his or her capacity as a director
(and not in any other capacity in which service was or is
rendered by such person while a director, including, without
limitation, service to an employee benefit plan) in advance
of the final disposition of such proceeding, shall be made
only upon delivery to the corporation of an undertaking, by
or on behalf of such director, to repay all amounts so
advanced if it should be determined ultimately that such
director is not entitled to be indemnified under this
Section or other-wise.  Repayment of all amounts so advanced
shall be upon such terms and conditions, if any, as the
board of directors deems appropriate.

     Section 2.          RIGHT OF CLAIMANT TO BRING SUIT.
If a claim under Section 1 of this Article XIII is not paid
in full by the corporation within ninety days after a
written claim has been received by the corporation, the
claimant may at any time thereafter bring suit against the
corporation to recover the unpaid amount of the claim and,
if successful in whole or in part, the claimant shall be
entitled to be paid also the expense of prosecuting such
claim.  It shall be a defense to any such action (other than
an action brought to enforce a claim for expenses incurred
in defending any proceeding in advance of its final
disposition where the required undertaking has been tendered
to the corporation) that the claimant has not met the
standards of conduct which make in permissible under
Kentucky laws for the corporation to indemnify the claimant
for the amount claimed, but the burden of proving such
defense shall be on the corporation.  The termination of any
action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that
the claimant has not met the applicable standard of conduct
set forth in Kentucky laws.  Neither the failure of the
corporation (including its board of directors, independent
legal counsel or its stockholder) to have made a
determination prior to the commencement of such action that
indemnification of the claimant is proper in the
circumstances because he or she has met the applicable
standard of conduct set forth in Kentucky law, nor an actual
determination by the corporation (including its board of
directors, independent legal counsel, or its stockholders)
that the claimant had not met such applicable standard of
conduct, shall be a defense to the action or create a
presumption that a claimant had not met the applicable
standard of conduct.

     Section 3.          OFFICERS', EMPLOYEES' and AGENTS'
RIGHTS TO INDEMNIFICATION.      Each person who was or is
made a party or is threatened to be made a party to or is
involved in any threatened, pending or completed action,
suit or proceeding, formal or informal whether brought in
the name of the corporation or otherwise and whether civil,
criminal, administrative or investigative (a "proceeding"),
by reason of the fact that he or she, or a person of whom he
or she is the legal representative, is or was an officer,
employee or agent of the corporation or is or was serving at
the request of the corporation as an officer, employee or
agent of another corporation or of a partnership, joint
venture, trust or other enterprise, including service with
respect to employee benefit plans, whether the basis of such
proceeding is alleged action or inaction in an official
capacity or in any other capacity while serving as an
officer, employee or agent, may, subject to the terms of any
express agreement between the corporation and such person,
by action of the board of directors, be indemnified and held
harmless by the corporation to the fullest extent authorized
by Kentucky law, as the same exists or may hereafter be
amended, (but, in the case of any such amendment, only to
the extent that such amendment permits the corporation to
provide broader indemnification rights than said law
permitted the corporation to provide prior to such
amendment) against all costs, charges, expenses, liabilities
and losses (including attorneys' fees, judgments, fines,
ERISA excise taxes or penalties and amounts paid or to be
paid in settlement) reasonably incurred by such person in
connection therewith; provided, however, that the
corporation may, by action of the board of directors,
indemnify any such person seeking indemnity in connection
with an action, suit or proceeding (or part thereof)
initiated by such person only if such action, suit or
proceeding (or part thereof) was authorized by the board of
directors of the corporation.  The board of directors may,
in its discretion, advance the payment of expenses.

     Section 4.          NON-EXCLUSIVITY OF RIGHTS.  The
rights conferred on any person by Sections 1, 2 and 3 of
this Article XIII shall not be exclusive of any other right
which such person may have or hereafter acquire under any
statute, provision of the articles of incorporation, bylaw,
agreement, vote or stockholders or disinterested directors
or otherwise.

     Section 5.          INSURANCE.  The corporation may
maintain insurance, at its expense, to protect itself and
any director, officer, employee or agent of the corporation
or another corporation, partnership, joint venture, trust or
other enterprise against any expense, liability or loss,
whether or not the corporation would have the power to
indemnify such person against such expense, liability or
loss under applicable law.

     Section 6.          SEPARABILITY.  Each and every
paragraph, sentence, term and provision of this Article XIII
is separate and distinct so that if any paragraph, sentence,
term or provision hereof shall be held to be invalid or
unenforceable for any reason, such invalidity or
unenforceability shall not affect the validity or
enforceability of any other paragraph, sentence, term or
provision hereof.  To the extent required, any paragraph,
sentence, term or provision of this Article XIII may be
modified by a court of competent jurisdiction to preserve
its validity and to provide the claimant with, subject to
the limitations set forth in this Article XIII and any
agreement between the corporation and the claimant, the
broadest possible indemnification permitted under applicable
law.

     Section 7.          EFFECT OF REPEAL OR MODIFICATION.
Any repeal or modification of this Article XIII shall not
adversely affect any right of indemnification of a director,
officer, employee or agent existing at the time of such
repeal or modification with respect to any action or
omission occurring prior to such repeal or modification.

     THIRD:  The amendment does not provide for an exchange,
reclassification or cancellation of issued shares.

     FOURTH:  The date of the adoption of the amendments by
the shareholders of the corporation was April 18, 1995.

     FIFTH:  The designation and number of outstanding
shares, the number of votes entitled to be cast by the sole
voting group entitled to vote separately on the amendment,
and the number of votes of the sole voting group
indisputably represented at the meeting is as follows:

 Designation        Number of Votes           Number of Votes
     and            Entitled to be             Indisputably
  Number of          Cast by Sole              Represented
Outstanding Shares    Voting Group            at the Meeting

7,952,358 shares         7,952,358                6,664,665
Common Stock

     SIXTH:  The total number of undisputed votes cast by
the sole voting group for the amendment was 6,034,979.  The
number cast for the amendment by the sole voting group was
sufficient for approval by that voting group.

          IN WITNESS WHEREOF, the undersigned duly
authorized officer has executed these Articles of Amendment
to Articles of Incorporation this 15th day of June, 1995.

                              CBT Corporation

                              By: /s/ William J. Jones
                                  William J. Jones, President



THIS INSTRUMENT PREPARED BY:

/s/ Caryn F. Price
Caryn F. Price
WYATT, TARRANT & COMBS
Citizens Plaza
Louisville, Kentucky  40202
502/589-5235