AMENDMENT
TO THE BYLAWS OF COMMUNITY TRUST BANCORP, INC.
Article
VI of the Corporation’s Bylaws is hereby revised to read as
follows:
ARTICLE
VI
Shares
and Their Transfer
6.1
Certificated
and Uncertificated Shares.
Shares of the Corporation’s
Common Stock may be represented by a certificate or may be uncertificated.
The
shares of other classes or series of the Corporation’s stock shall be
represented by a certificate, unless and until the Board of Directors of the
Corporation adopts a resolution permitting such class of shares to be
uncertificated. Any certificates representing shares shall be in such form
as
may be determined by the Board of Directors and the laws of the Commonwealth
of
Kentucky. Any such certificates shall be signed (either manually or
by facsimile), by the President or a Vice President and by the Secretary or
any
Assistant Secretary, and may bear the seal of the Corporation. Share
issuances shall be consecutively numbered and the name and address of the person
to whom the shares were issued, the number and class of such shares, and the
date of issue shall be entered on the books of the Corporation. The
Corporation’s records shall be in written form or in any other form capable of
being converted to written form within a reasonable time. Within a reasonable
time after the issuance or transfer of uncertificated shares, the Corporation
shall send to the person to whom the shares were issued a written notice which
shall include the name of the person to whom the shares were issued, the number
and class of such shares and the date of issuance. All certificates surrendered
to the Corporation for transfer shall be cancelled and no new certificate shall
be issued until the former certificate for a like number of shares shall have
been surrendered and cancelled, except that in case of a lost, destroyed or
mutilated certificate a new one may be issued therefor upon such terms and
indemnity to the Corporation as the Board of Directors may
prescribe.
6.2
Transfer
of Shares on the Corporation’s Books.
Shares of the
Corporation shall be transferable in the manner prescribed by applicable law
and
in these Bylaws. Transfer of shares shall be made on the books of the
Corporation. In the case of certificated shares, transfers may be made only
by
the person named in the certificate or by such person’s attorney lawfully
constituted in writing and upon the surrender of the certificate therefor,
properly endorsed for transfer, and the payment of any necessary transfer taxes.
In the case of uncertificated shares, transfers may be made only upon receipt
of
proper transfer instructions from the registered holder of the shares or by
such
person’s attorney lawfully constituted in writing, and upon the payment of any
necessary transfer taxes and compliance with appropriate procedures for
transferring shares in uncertificated form. Notwithstanding the
foregoing, such surrender and endorsement, compliance and payment of taxes
shall
not be required in any case in which the President or a Vice President and
the
Secretary or an Assistant Secretary of the Corporation shall determine to waive
such requirement. With respect to certificated shares, every
certificate exchanged, returned or surrendered to the Corporation shall be
marked “cancelled”, with the date of cancellation, by the Secretary or Assistant
Secretary of the Corporation or the transfer agent thereof. No
transfer of shares shall be valid as against the Corporation for any purpose
until it shall have been entered in the stock records of the
Corporation. The person in whose name shares stand on the books of
the Corporation shall be deemed the owner thereof.
Date
of
Amendment: January 29, 2008