WITNESS my hand and Notarial seal, this    day of _     _
1982.  My Commission expires _



                               Notary Public in and for the
                               County and State aforesaid
(SEAL)

STATE OF KENTUCKY
                    )SS
COUNTY OF FRANKLIN )


     On this       day of           , 1982, before me, the
undersigned, a Notary Public in and for said County, in the State
aforesaid appeared                   and                       to
me personally known and to me known to be the
and                    , respectively, of FARMERS BANK & CAPITAL
TRUST COMPANY, Frankfort, Kentucky, one of the corporations
described in and which executed the within and foregoing
instrument, and who being by me severally duly sworn each for
himself did say that he, the said                   is the
               of said corporation; that said instrument was
executed, signed and sealed in behalf of said corporation by
authority of its Board of Directors; and said named officers each
acknowledged the execution of said instrument to be, and the said
instrument to be, the free and voluntary act and deed of said
corporation by it voluntarily executed through them as its duly
authorized officers.

     WITNESS my hand and Notarial seal, this         day of
         , 1982.  My Commission expires _



                               Notary Public in and for the
                               County and State aforesaid

(SEAL)



     This instrument was prepared by Henry M. Reed III, Attorney
at Law, 890 Starks Building, Louisville, Kentucky 40202



                                      Henry M. Reed III



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