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Exhibit 3  AMENDED AND RESTATED BYLAWS OF CITIZENS FIRST CORPORATION

                           AMENDED AND RESTATED BYLAWS

                                       OF

                           CITIZENS FIRST CORPORATION

                        (as amended as of April 20, 2006)



                      ARTICLE I-- MEETINGS OF SHAREHOLDERS

SECTION 1. ANNUAL MEETING. The annual meeting of the shareholders for the
election of directors and the transaction of such other business as may properly
come before it shall be held at the principal office of the Corporation as
designated herein or at such other place within or without the Commonwealth of
Kentucky, as shall be set forth in the notice of meeting. The annual meeting of
this Corporation shall be held on the third Thursday in May of each year. If the
annual meeting is not held on or before the date designated, it may be held as
soon thereafter as convenient and shall be called the annual meeting.

SECTION 2. NOTICE. The Secretary shall give notice of all annual and special
meetings of the shareholders no fewer than ten (10) nor more than sixty (60)
days before the date of such meeting to each shareholder entitled to vote at
such meeting as of the record date established by Article IX of these Bylaws,
such notice stating the place, date and hour of the meeting. Notices for special
meetings of the shareholders shall include a description of the purpose or
purposes for which the meeting is called. Such notice shall be in writing
addressed to each shareholder entitled to vote at such meeting and transmitted
by regular United States mail, postage prepaid, to the address of the
shareholder as it appears on the records of the Corporation (which shall be
irrebuttably presumed to be correct unless such shareholder shall have filed
with the Secretary of the Corporation a written notice of change of address).
Any and all notices for annual or special meetings may be waived by the
shareholders by submitting a signed waiver either before or after the meeting,
or by attendance at the meeting unless the shareholder at the beginning of the
meeting objects to holding the meeting or transacting business at the meeting.

SECTION 3. SPECIAL MEETING. Special meetings of the shareholders may be called
at any time by a majority of the directors or by the holders of at least 33 1/3
percent of all votes entitled to be cast on the issue proposed to be considered
at the proposed special meeting, provided that such holders of stock 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 is to be held.
Within twenty (20) days thereafter, the Board of Directors shall fix a date,
time and place for such meeting, either within or without the Commonwealth of
Kentucky, and shall give notice of such meeting in accordance with these Bylaws.
Only business within the purpose or purposes described in the meeting notice
required by these Bylaws may be conducted at a special meeting of the
shareholders.

SECTION 4. QUORUM. The presence, in person or by proxy of the holders of a
majority of the issued and outstanding shares entitled to vote thereon shall be
necessary to constitute a quorum for the transaction of business at all meetings
of the shareholders.
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SECTION 5. VOTING. A shareholder entitled to vote at a meeting may vote at such
meeting in person or by proxy. Each outstanding share shall be entitled to one
(1) vote on each matter voted on at a shareholders' meeting. Notwithstanding the
foregoing, at each election for directors, each shareholder entitled to vote at
such election shall have the right to cast as many votes in the aggregate as the
shareholder shall be entitled to vote multiplied by the number of directors to
be elected at such election, each shareholder may cast the whole number of votes
for one (1) candidate, or distribute such votes among two (2) or more
candidates.

SECTION 6. PROXIES. A shareholder may appoint a proxy to vote or otherwise act
for him by signing an appointment form, either personally or by his
attorney-in-fact. A telegram or cablegram appearing to have been transmitted by
the proper person, or a photographic, photostatic, facsimile or equivalent
reproduction of a writing appointing a proxy shall be deemed to be a sufficient,
signed appointment form. Appointment of a proxy shall be effective when the
appointment form is received by the Secretary of the Corporation. An appointment
shall be valid for eleven (11) months unless a longer period is expressly
provided in the appointment form. An appointment of a proxy shall be revocable
by the shareholder unless the appointment form conspicuously states that it is
irrevocable and the appointment is coupled with an interest. Appointments
coupled with an interest include the appointment of a pledgee, a person who
purchased or agreed to purchase the shares, a creditor of the Corporation who
extended it credit under terms requiring the appointment, an employee of the
Corporation whose employment contract requires the appointment, or a party to a
voting agreement created under the provisions of KRS 271B.7-310.

         The death or incapacity of the shareholder appointing a proxy
shall not affect the right of the Corporation to accept the proxy's authority
unless notice of the death or incapacity is received by the Secretary of the
Corporation before the proxy exercises his authority under the appointment.

SECTION 7. ACTION WITHOUT A MEETING. Action required or permitted to be taken by
the shareholders at a shareholders' meeting may be taken without a meeting and
without prior notice, if the action is taken by all shareholders entitled to
vote on the action. Action taken under this section shall be evidenced by one
(1) or more written consents describing the action taken, signed by the
shareholder or his proxy taking the action, and delivered to the Corporation for
inclusion in the minutes for filing with the corporate records. Action taken
under this section shall be effective when consents representing the votes
necessary to take the action under this section are delivered to the
Corporation, or upon delivery of the consents representing the necessary votes,
as of a different date if specified in the consent. Any shareholder giving a
consent under this section may revoke the consent by writing received by the
Corporation prior to the time that consents representing the votes required to
take the action under this section have been delivered to the Corporation but
may not do so thereafter. A consent signed under this section shall have the
effect of a meeting vote and may be described as such in any document.

SECTION 8. LIST OF SHAREHOLDERS. At least five (5) business days before every
meeting, a complete list of the shareholders entitled to vote at the meeting,
arranged in alphabetical order and showing the address of and the number of
shares registered in the name of
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each shareholder, shall be prepared by the Secretary. Such list shall be open
for examination by any shareholder as required by the laws of the Commonwealth
of Kentucky.

SECTION 9. ADVANCE NOTICE OF STOCKHOLDER BUSINESS. At an annual meeting of the
stockholders, 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
stockholder. For business to be properly brought before an annual meeting by a
stockholder, the stockholder must have given timely notice thereof in writing to
the Secretary of the Corporation. To be timely, a stockholder's notice must be
delivered to or mailed and received at the principal executive offices 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 60 days' notice or prior
public disclosure of the date of the meeting is given or made to stockholders,
notice by the stockholder to be timely must be so received not later than the
close of business on the 10th day following the date on which such notice of the
date of the annual meeting was mailed or such public disclosure was made. A
stockholder's notice to the Secretary shall set forth as to each matter the
stockholder 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 books, of the stockholder proposing such
business, (c) the class and number of shares of the Corporation which are
beneficially owned by the stockholder, and (d) any material interest of the
stockholder in such business. Notwithstanding anything in the Bylaws to the
contrary, no business shall be conducted at any annual meeting except in
accordance with the procedures set forth in this Section 9. 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 9, and if the Chairman should so determine, he or
she shall so declare to the meeting and any such business not properly brought
before the meeting shall not be transacted.

                             ARTICLE II-- DIRECTORS

SECTION 1. NUMBER AND QUALIFICATIONS. The entire Board of Directors shall
consist of no less than seven (7) nor more than fifteen (15) persons. A Director
need not be a shareholder. Only persons who are nominated in accordance with the
procedures set forth in this Article II, Section 1 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 stockholders by or at
the direction of the Board of Directors or by any stockholder of the Corporation
entitled to vote for the election of directors at the meeting who complies with
the notice procedures set forth in this Article II, Section 1. 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 stockholder's notice shall be delivered to or mailed and
received at the principal executive offices 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 60 days' notice or prior public disclosure of the date of
the meeting is given or made to stockholders, notice by the stockholder to be
timely must be so received not later than the close of business on the 10th
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day following the day on which such notice of the date of the meeting was mailed
or such public  disclosure was made. Such  stockholder's  notice shall set forth
(a) as to each person whom the stockholder  proposed to nominate for election or
re-election as a director,  (i) the name,  age,  business  address and residence
address of such person,  (ii) the  principal  occupation  or  employment of such
person,  (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 is  otherwise  required,  in each case  pursuant to
Regulation 14A under the Securities  Exchange Act of 1934, as amended (including
without  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  stockholder  giving the notice (i) the name and address,  as they appear on
the  Corporation's  books, of such  stockholder and (ii) the class and number of
shares of the Corporation which are beneficially  owned by such stockholder.  No
person shall be eligible for  election as a director of the  Corporation  unless
nominated  in  accordance  with the  procedures  set forth in this  Article  II,
Section 1. 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 the Chairman should so determine, he
or she shall so declare to the meeting  and the  defective  nomination  shall be
disregarded.
SECTION 2. TERM OF OFFICE. The directors shall be divided into three classes
with each class being as nearly equal in number as possible. The term of office
of the first class of directors shall be one (1) year and shall expire at the
first annual meeting of the shareholders of the Company (or until their
successors are elected and qualified) after their election; the term of office
of the second class of directors shall be two (2) years and shall expire at the
second annual meeting of the shareholders of the Company (or until their
successors are elected and qualified) after their election; and the term of
office of the third class of directors shall be three (3) years and shall expire
at the third annual meeting of the shareholders of the Company (or until their
successors are elected and qualified) after their election. Beginning with the
first annual meeting of shareholders of the company after the election of
directors of the three classes described above, the term of office of each class
of directors elected or re-elected to the board of directors shall be three (3)
years and shall expire at the third succeeding annual meeting following their
election or re-election (or until their successors are elected and qualified).

SECTION 3. DUTIES AND POWERS. All corporate powers shall be exercised by or
under the authority of, and the business and affairs of the Corporation managed
under the direction of its Board of Directors. The directors shall, in all
cases, transact the business of the Corporation by a majority present at the
meeting.

SECTION 4. MEETINGS. The Board of Directors shall meet for the election or
appointment of officers and for the transaction of any other business of the
Corporation as soon as practicable after the adjournment of the annual meeting
of the shareholders. Regular meetings of the Board of Directors shall be held at
such times as the Board of Directors may from time to time determine.

       Special meetings of the Board of Directors may be called by
the Chairman of the Board or upon written request of eighty percent (80%) of the
total number of directors of the Corporation. In the event of the call of a
special meeting of the Board of Directors by eighty
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percent (80%) of the total number of directors, the Secretary shall give notice
of such meeting no more than ten (10) days after receipt of such request.

       Any or all directors may participate in any meeting, whether a
regular or special meeting, or conduct the meeting through the use of any means
of communication by which all directors participating may simultaneously hear
each other during this meeting. A director participating in a meeting by this
means shall be deemed to be present in person at the meeting.

SECTION 5. NOTICE OF MEETINGS. No notice need be given of any regular meeting of
the Board of Directors. Notice of special meetings shall be served upon each
director in person or by mail addressed to the director at his last known post
office address, at least five (5) days prior to the date of such meeting.
Notices of special meetings shall contain the date, time and place of the
meeting but shall not require a description of the purpose of such special
meeting.

SECTION 6. PLACE OF MEETING. The Board of Directors shall hold its meetings at
the main offices of the Corporation, unless such other place may be designated
in the notice of such meeting. Meetings of the Board of Directors, upon proper
notice, may be held either within or without the Commonwealth of Kentucky at
such place as may be designated in the notice of such meeting.

SECTION 7. WAIVER OF NOTICE OF MEETINGS. A director may waive any notice of such
meeting as required by these Bylaws before or after the date and time of the
meeting stated in the notice. The waiver shall be in writing signed by the
director entitled to the notice and filed with the minutes of such meetings. A
director's attendance at or participation in a meeting shall waive any required
notice to him of the meeting, unless the director at the beginning of the
meeting (or promptly upon his 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.

SECTION 8. ACTION WITHOUT MEETING. Action to be taken at a Board of Directors'
meeting may be taken without a meeting if the action is taken by all members of
the Board. The action shall be evidenced by one (1) or more written consents
describing the action taken, signed by each director and included in the minutes
or filed with the corporate records reflecting the action taken. Any action
taken under this section shall be effective when the last director signs the
consent, unless the consent specifies a different effective date. A consent
signed under this section shall have the effect of a meeting vote and may be
described as such in any document.

SECTION 9. QUORUM. At any meeting of the Board of Directors, the presence of a
majority of the elected and qualified members of the Board of Directors shall be
necessary to constitute a quorum for the transaction of business.

SECTION 10. VOTING. If a quorum is present when a vote is taken, the affirmative
vote of a majority of directors present shall be the act of the Board of
Directors.
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SECTION 11. COMPENSATION. Each director shall be entitled to receive
compensation for his services to the Corporation such compensation as fixed from
time to time by the Board of Directors.

                            ARTICLE III--COMMITTEES

         The board of directors shall have authority to, by resolution adopted
by a majority of all directors then in office, create and form from among its
members from time to time, such committees, each consisting of three or more
directors of the Corporation, as the board may consider necessary or convenient
for the conduct of its business. Any such committee shall have the full power
and authority as the board of directors may, from time to time, legally
establish for it, except as otherwise proscribed by statute. The rules and
procedures governing the conduct of any such committee shall be as set forth in
the charter adopted by such committee, or if not contained therein, shall be the
same as the standards established in these Bylaws for such matters with respect
to the entire board of directors.

                             ARTICLE IV-- OFFICERS

SECTION 1. TITLES AND ELECTION. The officers of the Corporation shall be the
President, a Secretary, and a Treasurer, who shall initially be elected as soon
as convenient by the Board of Directors, and thereafter, in the absence of
earlier resignations or removals, shall be elected at the first meeting of the
Board following any annual shareholders' meeting, each of who shall hold office
at the pleasure of the Board except as may otherwise by approved by the Board or
until his earlier resignation, removal under these Bylaws or other termination
of his employment. Any person may hold more than one office if the duties can be
consistently performed by the same person, to the extent permitted by the laws
of the Commonwealth of Kentucky.

                  The Board of Directors, in its discretion, may also at any
time elect or appoint a Chairman of the Board of Directors, who shall be a
director, and one or more Vice Presidents, Assistant Secretaries, and Assistant
Treasurers, and such other officers as it may deem advisable, each of who shall
hold office at the pleasure of the Board, except as may otherwise be approved by
the Board until his earlier resignation, removal or other termination of
employment, and shall have such authority and shall perform such duties as shall
be prescribed or determined from time to time by the Board, or in case of
officers other than the Chairman of the Board, if not so prescribed or
determined by the Board, as the President or the then senior executive officer
may prescribe or determine. The Board of Directors may require any officer or
other employee or agent to give bond for the faithful performance of his duties
in such form anal with such sureties as the Board may require.

SECTION 2. DUTIES. Subject to such extension, limitations, and other provisions
as the Board of Directors or these Bylaws may from time to time prescribe or
determine, the following officers shall have the following powers and duties:

(a)      CHAIRMAN OF THE BOARD. The Chairman of the Board, when present, shall
         preside at all meetings of the shareholders and of the Board of
         Directors and shall be charged with general supervision of the
         management and policy of the
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         Corporation, and shall have such other
         powers and perform such other duties as the Board of Directors may
         prescribe from time to time.

(b)      PRESIDENT. Subject to the Board of Directors and the provisions of
         these Bylaws, the President shall be the Chief Executive Officer of the
         Corporation, shall exercise the powers and authority and perform all of
         the duties commonly incident to this office, shall in the absence of
         the Chairman of the Board preside at all meetings of the shareholders
         and of the Board of Directors if he or she is a Director, and shall
         perform such other duties as the Board of Directors shall specify from
         time to tine. The President or a Vice President, unless some other
         person is thereunto specifically authorized by the Board of Directors,
         shall sign all bonds, debentures, promissory notes, deeds, and
         contracts of the Corporation.

(c)      VICE PRESIDENT. The Vice President or Vice Presidents shall perform
         such duties as may be assigned to them from time to time by the Board
         of Directors or by the President if the Board does not do so. In the
         absence or disability of the President, the Vice Presidents, in order
         of seniority, may, unless otherwise determined by the Board, exercise
         the powers and perform the duties pertaining to the office of
         President.

(d)      SECRETARY. The Secretary, or in his absence, an Assistant Secretary,
         shall keep the minutes of all meetings of shareholders and of the Board
         of Directors, give and serve all notices, attend to such correspondence
         as may be assigned to him, keep in safe custody the seal of the
         Corporation, and affix such seal to all such instruments properly
         executed as may require it, and shall have such other duties and powers
         as may be prescribed or determined from time to time by the Board of
         Directors or by the President if the Board does not do so.

(e)      TREASURER.  The  Treasurer,  subject to the order of the Board of
         Directors,  shall have the care and  custody of the moneys, funds,
         valuable  papers and documents of the  Corporation (other than his own
         bond, if any, which shall be in the custody of the President), and
         shall have, under the supervision of the Board of Directors,  all the
         powers and duties commonly incident to his office.  He shall deposit
         all funds of the  Corporation  in such bank or banks, trust company or
         trust companies, or with such firm or firms doing a banking business as
         may be designated by the Board of Directors or by the  President if the
         Board does not do so. He may endorse for deposit or collection all
         checks,  notes,  and similar  instruments  payable to the Corporation
         or to its order.  He shall keep accurate books of account of the
         Corporation's  transactions,  which shall be the property of the
         Corporation,  and together with all of the property of the Corporation
         in his possession,  shall be subject at all times to the  inspection
         and control of the Board of Directors.  The Treasurer  shall be subject
         in every way to the order of the Board of Directors, and shall render
         to the Board of Directors and/or the President of the Corporation,
         whenever they may require it, an account of all his  transactions  and
         of the financial condition of the  Corporation.  In addition to the
         foregoing, the Treasurer shall  have  such duties as may be prescribed
         or  determined  from time to time by the Board of Directors or by the
         President if the Board does not do so.
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SECTION 3. DELEGATION OF AUTHORITY. The Board of Directors may at any time
delegate the powers and duties of any officer for the time being to any other
officer, director or employee.

                ARTICLE V -- RESIGNATIONS, VACANCIES & REMOVALS

SECTION 1. RESIGNATIONS. Any Director or officer may resign at any time by
giving written notice thereof to the Board of Directors, the President or the
Secretary. Any such resignation shall take effect at the time specified therein
or, if the time be not specified, upon receipt thereof, and unless otherwise
specified therein, the acceptance of any resignation shall not be necessary to
make it effective. If a resignation of an officer or director is made effective
at a later date and the Corporation accepts the future effective date, the Board
of Directors may fill the pending vacancy before the effective date if the Board
of Directors provides that the successor shall not take office until the
effective date.

SECTION 2.        VACANCIES.

(a)      DIRECTORS. When the office of any director becomes vacant or unfilled,
         whether by reason of death, resignation, removal, increase in the
         authorized number of directors or otherwise, such vacancy or vacancies
         shall be filled by the remaining director or directors, although less
         than a quorum, until the next meeting of shareholders, whether special
         or regular. Any director so elected by the Board shall serve until the
         election and qualification of his successor or until his earlier
         resignation or removal as provided in these Bylaws.

(b)      OFFICERS. The Board of Directors may at any time or from time to time
         fill any vacancy among the officers of the Corporation.

SECTION 3.        REMOVALS.

(a)      DIRECTORS. Except as may otherwise be prohibited or restricted under
         the laws of the Commonwealth of Kentucky, the shareholders may, at any
         meeting called for the purpose, remove any director from office, with
         or without cause, and may elect his successor.

(b)      OFFICERS. The Board of Directors may at any meeting remove from office
         any officer, with or without cause, and may elect or appoint a
         successor.

                     ARTICLE VI-- STOCK OF THE CORPORATION

SECTION 1. CERTIFICATES. The stock of the Corporation shall be represented by
certificates as approved by the Board of Directors. The certificates shall be
numbered consecutively and in the order in which they are issued, and each
certificate shall state the registered holder's name, the number of shares
represented thereby and the date of issuance of such stock certificate. All
certificates representing shares issued by the Corporation shall have noted
conspicuously thereon reference to the restrictions of sale or transfer which
may be from time to time enacted by the Board of Directors.
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SECTION 2. TRANSFER OF SHARES. The shares of the Corporation shall be assignable
and transferable only on the books and records of the Corporation by the
registered owner, or by his duly authorized attorney-in-fact, upon surrender of
the certificate duly and properly endorsed with a proper evidence of authority
to transfer. The Corporation shall issue a new certificate, for the shares
surrendered, to the person or persons entitled thereto.

SECTION 3. RETURNED CERTIFICATES. All certificates for shares returned to the
Corporation for transfer shall be marked "CANCELED" or "VOID" with the date of
cancellation, and the transaction shall be immediately noted in the stock
transfer book of the Corporation. The returned certificate may be inserted in
the certificate book or may be destroyed.

SECTION 4. LOST CERTIFICATES. In case of loss, mutilation or destruction of a
stock certificate, a duplicate certificate may be issued upon such terms as may
be determined or authorized by the Board of Directors or by the President if the
Board does not do so.

                            ARTICLE VII-- DIVIDENDS

                  The Board of Directors may authorize and the Corporation may
pay dividends to its shareholders subject to the limitations of this Article. No
dividend shall be paid if, after giving it effect: (a) the Corporation would not
be able to pay its debts as they become due in the usual course of business; or
(b) the Corporation's total assets would be less than the sum of its total
liabilities. The Board of Directors may base a determination that dividends are
not prohibited under this Article either on financial statements prepared on the
basis of accounting practices and principals that are reasonable in the
circumstances, on a fair valuation or any other method that is reasonable in the
circumstances.

                     ARTICLE VIII-- SEAL OF THE CORPORATION

                  The seal of the Corporation shall be adopted by the Board of
Directors and may be changed from time to time in the discretion of the
directors. The presence or absence of the seal on or from a writing shall
neither add to nor detract from the legality thereof nor effect its validity in
any manner or respect.

                            ARTICLE IX-- RECORD DATE

                  The record date for the determination of shareholders entitled
to notice of and to vote at any annual or special meeting of the shareholders or
for determining shareholders entitled to a distribution, shall be the date as
from time to time established by the directors as the "record date", provided,
however, that no such record date shall be more than seventy (70) days before
the meeting or action requiring a determination of shareholders.

                           ARTICLE X-- MISCELLANEOUS

SECTION 1. CONTRACTS. The Board of Directors may authorize any officer or
officers, agent or agents to enter into any contract or execute mad deliver any
instrument in the name of and on behalf of the Corporation, and such authority
may be general or confined to specific instances. No loans shall be made in the
name of the Corporation and no evidence of
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such indebtedness shall be issued in the name of the Corporation unless
authorized by the Board of Directors.

SECTION 2. FISCAL YEAR.  The fiscal year of the  Corporation  shall  commence or
end at such time as the Board of Directors  may designate.

SECTION 3. BANK DEPOSITS, CHECKS, ETC. The funds of the Corporation shall be
deposited in the name of the Corporation or any division thereof in such banks
or trust companies in the United States of America or elsewhere as may be
designated from time to time by the Board of Directors or by such officer or
officers as the Board may authorize to make such designations.

             All checks, drafts or other orders for the withdrawal of funds
from any bank account shall be signed by such person or persons as may be
designated from time to time by the Board of Directors. The signatures on
checks, drafts of other orders for the withdrawal of funds may be in facsimile
if authorized in the designation.

                         ARTICLE XI-- BOOKS AND RECORDS

SECTION 1.PLACE OF KEEPING BOOKS.  Unless otherwise  expressly required by the
laws of the Commonwealth of Kentucky,  the books and records of the Corporation
may be kept outside of the Commonwealth of Kentucky.

SECTION 2. EXAMINATION OF BOOKS. Except as may otherwise by provided by the laws
of the Commonwealth of Kentucky, the Articles of Incorporation or these Bylaws,
the Board of Directors shall have power to determine from time to lime whether,
to what extent, at what times and places, and under what conditions, any of the
accounts, records and books of the Corporation are to be open to the inspection
of any shareholder. No shareholder shall have any right to inspect any account,
book or document of the Corporation except as prescribed by statute or
authorized by express resolution of the shareholders or of the Board of
Directors.

                             ARTICLE XII-- NOTICES

SECTION 1. REQUIREMENTS OF NOTICE. Whenever notice is required to be given by
statute, the Articles of Incorporation or these Bylaws, it shall not mean
personal notice unless so specified, but such notice may be given ire writing by
depositing the same in a post office, letter box or mail chute, postpaid and
addressed to the person to whom such notice is directed at the address of such
person on the records of the Corporation, and such notice shall be deemed given
at the time when the same shall be thus mailed.

SECTION 2. WAIVERS. Any shareholder, director or officer may, in writing or by
telegram or cable, at any time waive any notice or other formality required by
statute, the Articles of Incorporation or these Bylaws. Such waiver of notice,
whether given before or after any meeting or action, shall be deemed equivalent
to notice. Presence of a shareholder, either in person or by proxy, at any
shareholders' meeting, and presence of any director at any meeting of the Board
of Directors, shall constitute a waiver of such notice as may be required by any
statute, the Articles of Incorporation or these Bylaws.
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             ARTICLE XIII-- INDEMNIFICATION OF DIRECTORS & OFFICERS

SECTION 1. DEFINITIONS.  As used in this article,  the term "person"  means any
 past,  present or future  director or officer of the Corporation.

SECTION 2. INDEMNIFICATION GRANTED. The Corporation shall indemnify, to the full
extent and under the circumstances permitted by the Kentucky Business
Corporation Act in effect, from time to time, any person as defined above, made
or threatened to, be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he is or was a director, officer of
the Corporation, or designated officer of an operating division of the
Corporation, or is or was an employee or agent of the Corporation, or is or was
serving at the specific request of the Corporation as a director, officer,
employee or agent of another company or other enterprise in which the
Corporation should own, directly or indirectly, an equity interest or of which
it may be a creditor.

                  This right of indemnification shall not be deemed exclusive of
any other rights to which a person indemnified herein may be entitled by bylaw,
agreement, vote of shareholders or disinterested directors, the Kentucky
Business Corporation Act, or otherwise, and shall continue as to a person who
has ceased to be a director, officer, designated officer, employee or agent, and
shall inure to tile benefit of the heirs, executors, administrators and other
legal representatives of such person. It is not intended that the provisions of
this Article be applicable to, and they are not to be construed as granting
indemnity with respect to, matters as to which indemnification would be in
contravention of the laws of Kentucky or the United States of America, whether
as a matter of public policy or pursuant to statutory provision.

                            ARTICLE XIV-- AMENDMENTS

                  These Bylaws may be altered, amended, repealed or restated by
a majority of the Board of Directors or by the shareholders of the Corporation.
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