CODE OF REGULATIONS

                                     OF

                        HOME CITY FINANCIAL CORPORATION

                      AS AMENDED EFFECTIVE APRIL 29, 1998


                                    INDEX

Section            Caption                                          Page No.
-------            -------                                          --------

                         ARTICLE ONE
                         MEETINGS OF SHAREHOLDERS

  1.01             Annual Meetings........................................1
  1.02             Calling of Meetings....................................1
  1.03             Place of Meetings......................................1
  1.04             Notice of Meetings.....................................1
  1.05             Waiver of Notice.......................................2
  1.06             Quorum.................................................2
  1.07             Votes Required.........................................2
  1.08             Order of Business......................................2
  1.09             Shareholders Entitled to Vote..........................2
  1.10             Cumulative Voting......................................3
  1.11             Proxies................................................3
  1.12             Inspectors of Election.................................3

   
                         ARTICLE TWO
                         DIRECTORS

  2.01             Authority and Qualifications...........................3
  2.02             Number of Directors and Term of Office.................4
  2.03             Nomination and Election................................4
  2.04             Election...............................................5
  2.05             Removal................................................5
  2.06             Vacancies..............................................5
  2.07             Meetings...............................................6
  2.08             Notice of Meetings.....................................6
  2.09             Waiver of Notice ......................................6
  2.10             Quorum ................................................6
  2.11             Executive Committee ...................................7
  2.12             Compensation ..........................................7
  2.13             By-Laws ...............................................7

<PAGE>
                         ARTICLE THREE
                         OFFICERS

  3.01             Officers ..............................................7
  3.02             Tenure of Office ......................................8
  3.03             Duties of the Chairman of the Board....................8
  3.04             Duties of the President ...............................8
  3.05             Duties of the Vice Presidents..........................8
  3.06             Duties of the Secretary ...............................8
  3.07             Duties of the Treasurer ...............................8

                         ARTICLE FOUR
                         SHARES

  4.01             Certificates ..........................................9
  4.02             Transfers .............................................9
  4.03             Transfer Agents and Registrars........................10
  4.04             Lost, Wrongfully Taken or Destroyed
                     Certificates........................................10
  4.05             Uncertificated Shares.................................10

                         ARTICLE FIVE
                         INDEMNIFICATION AND INSURANCE

  5.01             Mandatory Indemnification.............................10
  5.02             Court-Approved Indemnification........................11
  5.03             Indemnification for Expenses..........................11
  5.04             Determination Required................................12
  5.05             Advances for Expenses.................................12
  5.06             Article Five Not Exclusive............................13
  5.07             Insurance.............................................13
  5.08             Certain Definitions...................................13
  5.09             Venue.................................................14

                         ARTICLE SIX
                         MISCELLANEOUS

  6.01             Amendments............................................14
  6.02             Action by Shareholders or Directors
                     Without a Meeting...................................14
<PAGE>
                              CODE OF REGULATIONS

                                      OF

                       HOME CITY FINANCIAL CORPORATION


                                  ARTICLE ONE

                          MEETINGS OF SHAREHOLDERS



          Section 1.01.  Annual Meetings.  The annual meeting of the 
shareholders for the election of directors, for the consideration of reports 
to be laid before such meeting and for the transaction of such other business 
as may properly come before such meeting shall be held on the fourth Wednesday 
of the fourth month following the end of the fiscal year of the corporation at 
3:00  p.m., or on such other date and at such other time as may be fixed from 
time to time by the directors. 

          Section 1.02.  Calling of Meetings.  Meetings of the shareholders 
may be called only by the chairman of the board, the president, or, in case of 
the president's absence, death, or disability, the vice president authorized 
to exercise the authority of the president; the secretary; the directors by 
action at a meeting, or a majority of the directors acting without a meeting; 
or the holders of at least twenty-five percent of all shares outstanding and 
entitled to vote thereat.

          Section 1.03.  Place of Meetings.  All meetings of shareholders 
shall be held at the principal office of the corporation, unless otherwise 
provided by action of the directors.  Meetings of shareholders may be held at 
any place within or without the State of Ohio. 

          Section 1.04.  Notice of Meetings.  (A)  Written notice stating the 
time, place and purposes of a meeting of the shareholders shall be given 
either by personal delivery or by mail not less than seven nor more than sixty 
days before the date of the meeting (1) to each shareholder of record entitled 
to notice of the meeting, (2) by or at the direction of the president or the 
secretary.  If mailed, such notice shall be addressed to the shareholder at 
his address as it appears on the records of the corporation.  Notice of 
adjournment of a meeting need not be given if the time and place to which it 
is adjourned are fixed and announced at such meeting.  In the event of a 
transfer of shares after the record date for determining the shareholders who 
are entitled to receive notice of a meeting of shareholders, it shall not be 
necessary to give notice to the transferee.  Nothing herein contained shall 
prevent the setting of a record date in the manner provided by law, the 
Articles or the Regulations for the determination of shareholders who are 
entitled to receive notice of or to vote at any meeting of shareholders or for 
any purpose required or permitted by law.

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          (B)     Following receipt by the president or the secretary of a 
request in writing, specifying the purpose or purposes for which the persons 
properly making such request have called a meeting of the shareholders, 
delivered either in person or by registered mail to such officer by any 
persons entitled to call a meeting of shareholders, such officer shall cause 
to be given to the shareholders entitled thereto notice of a meeting to be 
held on a date not less than seven nor more than sixty days after the receipt 
of such request, as such officer may fix.  If such notice is not given within 
fifteen days after the receipt of such request by the president or the 
secretary, then, and only then, the persons properly calling the meeting may 
fix the time of meeting and give notice thereof in accordance with the 
provisions of the Regulations.

          Section 1.05.  Waiver of Notice.  Notice of the time, place and 
purpose or purposes of any meeting of shareholders may be waived in writing, 
either before or after the holding of such meeting, by any shareholders, which 
writing shall be filed with or entered upon the records of such meeting.  The 
attendance of any shareholder, in person or by proxy, at any such meeting 
without protesting the lack of proper notice, prior to or at the commencement 
of the meeting, shall be deemed to be a waiver by such shareholder of notice 
of such meeting.

          Section 1.06.  Quorum.  At any meeting of shareholders, the holders 
of a majority of the voting shares of the corporation then outstanding and 
entitled to vote thereat, present in person or by proxy, shall constitute a 
quorum for such meeting.  The holders of a majority of the voting shares 
represented at a meeting, whether or not a quorum is present, or the chairman 
of the board, the president, or the officer of the corporation acting as 
chairman of the meeting, may adjourn such meeting from time to time, and if a 
quorum is present at such adjourned meeting any business may be transacted as 
if the meeting had been held as originally called. 

          Section 1.07.  Votes Required.  At all elections of directors the 
candidates receiving the greatest number of votes shall be elected.  Any other 
matter submitted to the shareholders for their vote shall be decided by the 
vote of such proportion of the shares, or of any class of shares, or of each 
class, as is required by law, the Articles or the Regulations.

          Section 1.08.  Order of Business.  The order of business at any 
meeting of shareholders shall be determined by the officer of the corporation 
acting as chairman of such meeting unless otherwise determined by a vote of 
the holders of a majority of the voting shares of the corporation then 
outstanding, present in person or by proxy, and entitled to vote at such 
meeting.

          Section 1.09.  Shareholders Entitled to Vote.  Each shareholder of 
record on the books of the corporation on the record date for determining the 
shareholders who are entitled to vote at a meeting of shareholders shall be 
entitled at such meeting to one vote for each share of the corporation 
standing in his name on the books of the corporation on such record date.  The 
directors may fix a record date for the determination of the shareholders who 
are entitled to receive notice of and to vote at a meeting of shareholders, 
which record date shall not be a date earlier than the date on which the 
record date is fixed and which record date may be a maximum of sixty days 
preceding the date of the meeting of shareholders.

                                       2
<PAGE>
          Section 1.10.  Cumulative Voting. No shareholder shall have the 
right to vote cumulatively in the election of directors.

          Section 1.11.  Proxies.  At meetings of the shareholders, any 
shareholder of record entitled to vote thereat may be represented and may vote 
by a proxy or proxies appointed by an instrument in writing signed by such 
shareholder, but such instrument shall be filed with the secretary of the 
meeting before the person holding such proxy shall be allowed to vote 
thereunder.  No proxy shall be valid after the expiration of eleven months 
after the date of its execution, unless the shareholder executing it shall 
have specified therein the length of time it is to continue in force. 

          Section 1.12.  Inspectors of Election.  In advance of any meeting of 
shareholders, the directors may appoint inspectors of election to act at such 
meeting or any adjournment thereof; if inspectors are not so appointed, the 
officer of the corporation acting as chairman of any such meeting may make 
such appointment.  In case any person appointed as inspector fails to appear 
or act, the vacancy may be filled only  by appointment made by the directors 
in advance of such meeting or, if not so filled, at the meeting by the officer 
of the corporation acting as chairman of such meeting.  No other person or 
persons may appoint or require the appointment of inspectors of election.


                                ARTICLE TWO

                                 DIRECTORS


          Section 2.01.  Authority and Qualifications.  Except where the law, 
the Articles or the Regulations otherwise provide, all authority of the 
corporation shall be vested in and exercised by its directors.  Directors need 
not be shareholders of the corporation.

          Section 2.02.  Number of Directors and Term of Office.

          (A)     Until changed in accordance with the provisions of the 
Regulations, the number of directors of the corporation shall be five.  
Directors shall be elected for such terms that the terms of an equal number of 
directors, as nearly as possible, will expire each year.  A term may not 
exceed three years.  Directors shall serve until their successors are duly 
elected and qualified or until their earlier resignation, removal from office, 
or death. 

          (B)     The number of directors may be fixed or changed at a meeting 
of the shareholders called for the purpose of electing directors at which a 
quorum is present, only by the affirmative vote of the holders of not less 
than a majority of the voting shares which are represented at the meeting, in 
person or by proxy, and entitled to vote on such proposal.

          (C)     The directors may fix or change the number of directors and 
may fill any director's office that is created by an increase in the number of 
                                       3
<PAGE>
directors; provided, however, that the directors may not increase the number 
of directors to greater than fifteen nor reduce the number of directors to 
fewer than five.  

          (D)     No reduction in the number of directors shall of itself have 
the effect of shortening the term of any incumbent director.

          Section 2.03.  Nomination and Election.  

          (A)     Any nominee for election as a director of the corporation 
may be proposed only by the directors or by any shareholder entitled to vote 
for the election of directors.  No person, other than a nominee proposed by 
the directors, may be nominated for election as a director of the corporation 
unless such person shall have been proposed in a written notice, delivered or 
mailed by first class United States mail, postage prepaid, to the Secretary of 
the corporation at the principal offices of the corporation.  In the case of a 
nominee proposed for election as a director at an annual meeting of 
shareholders, such written notice of a proposed nominee shall be received by 
the Secretary of the corporation on or before the sixtieth (60th) day before 
the first anniversary of the most recent annual meeting of shareholders of the 
corporation held for the election of directors; provided, however, that if the 
annual meeting for the election of director in any year is not held on or 
before the thirty-first (31st) day next following such anniversary, then the 
written notice required by this subparagraph (A) shall be received by the 
Secretary within a reasonable time prior to the date of such annual meeting.  
In the case of a nominee proposed for election as a director at a special 
meeting of shareholders at which directors are to be elected, such written 
notice of a proposed nominee shall be received by the Secretary of the 
corporation no later than the close of business on the seventh day following 
the day on which notice of the special meeting was mailed to shareholders.  
Each such written notice of a proposed nominee shall set forth (1) the name, 
age, business or residence address of each nominee proposed in such notice, 
(2) the principal occupation or employment of each such nominee, and (3) the 
number of common shares of the corporation owned beneficially and/or of record 
by each such nominee and the length of time any such shares have been so 
owned.

          (B)     If a shareholder shall attempt to nominate one or more 
persons for election as a director at any meeting at which directors are to be 
elected without having identified each such person in a written notice given 
as contemplated by, and/or without having provided therein the information 
specified in, subparagraph (A) of this Section, each such attempted nomination 
shall be invalid and shall be disregarded unless the person acting as Chairman 
of the meeting determines that the facts warrant the acceptance of such 
nomination.

          (C)     The election of directors shall be by ballot whenever 
requested by the person acting as Chairman of the meeting or by the holders of 
a majority of the voting shares outstanding, entitled to vote at such meeting 
and present in person or by proxy, but unless such request is made, the 
election shall be by voice vote.

          Section 2.04.  Election.  At each annual meeting of shareholders for 
the election of directors, the successors to the directors whose term shall 
                                       4
<PAGE>
expire in that year shall be elected, but if the annual meeting is not held or 
if one or more of such directors are not elected thereat, they may be elected 
at a special meeting called for that purpose.  The election of directors shall 
be by ballot whenever requested by the presiding officer of the meeting or by 
the holders of a majority of the voting shares outstanding, entitled to vote 
at such meeting and present in person or by proxy, but unless such request is 
made, the election shall be viva voce. 

          Section 2.05.  Removal.  A director or directors may be removed from 
office, with or without assigning any cause, only by the vote of the holders 
of shares entitling them to exercise not less than a majority of the voting 
power of the corporation to elect directors in place of those to be removed, 
provided that unless all the directors, or all the directors of a particular 
class (if the directors of the corporation are divided into classes), are 
removed, no individual director shall be removed in case the votes of a 
sufficient number of shares are cast against his removal that, if cumulatively 
voted at an election of all directors, or all the directors of a particular 
class, as the case may be, would be sufficient to elect at least one 
director.  In case of any such removal, a new director may be elected at the 
same meeting for the unexpired term of each director removed.  Failure to 
elect a director to fill the unexpired term of any director removed shall be 
deemed to create a vacancy in the board.

          Section 2.06.  Vacancies.  The remaining directors, though less than 
a majority of the whole authorized number of directors, may, by the vote of a 
majority of their number, fill any vacancy in the board for the unexpired 
term.  A vacancy in the board exists within the meaning of this Section 2.06 
in case the shareholders increase the authorized number of directors but fail 
at the meeting at which such increase is authorized, or an adjournment 
thereof, to elect the additional directors provided for, or in case the 
shareholders fail at any time to elect the whole authorized number of 
directors. 

          Section 2.07.  Meetings.  A meeting of the directors shall be held 
immediately following the adjournment of each annual meeting of shareholders 
at which directors are elected, and notice of such meeting need not be given.  
The directors shall hold such other meetings as may from time to time be 
called, and such other meetings of directors may be called only by the 
chairman of the board, the president, or any two directors.  All meetings of 
directors shall be held at the principal office of the corporation or at such 
other place as the directors may from time to time determine by resolution.  
Meetings of the directors may be held through any communications equipment if 
all persons participating can hear each other, and participation in a meeting 
pursuant to this provision shall constitute presence at such meeting.

          Section 2.08.  Notice of Meetings.  Notice of the time and place of 
each meeting of directors for which such notice is required by law, the 
Articles, the Regulations or the By-Laws shall be given to each of the 
directors by at least one of the following methods:

          (A)     In a writing mailed not less than three days before such 
                  meeting and addressed to the residence or usual place of 
                  business of a director, as such address appears on the records
                  of the corporation; or

                                       5
<PAGE>
          (B)     By telegraph, cable, radio, wireless, or a writing sent or 
                  delivered to the residence or usual place of business of a 
                  director as the same appears on the records of the 
                  corporation, not later than the day before the date on which
                  such meeting is to be held; or

          (C)     Personally or by telephone not later than the day before the 
                  date on which such meeting is to be held.

Notice given to a director by any one of the methods specified in the 
Regulations shall be sufficient, and the method of giving notice to all 
directors need not be uniform.  Notice of any meeting of directors may be 
given only by the chairman of the board, the president or the secretary of the 
corporation.  Any such notice need not specify the purpose or purposes of the 
meeting.  Notice of adjournment of a meeting of directors need not be given if 
the time and place to which it is adjourned are fixed and announced at such 
meeting.

          Section 2.09.  Waiver of Notice.  Notice of any meeting of directors 
may be waived in writing, either before or after the holding of such meeting, 
by any director, which writing shall be filed with or entered upon the records 
of the meeting.  The attendance of any director at any meeting of directors 
without protesting, prior to or at the commencement of the meeting, the lack 
of proper notice, shall be deemed to be a waiver by him of notice of such 
meeting.

          Section 2.10.  Quorum.  A majority of the whole authorized number of 
directors shall be necessary to constitute a quorum for a meeting of 
directors, except that a majority of the directors in office shall constitute 
a quorum for filling a vacancy in the board.  The act of a majority of the 
directors present at a meeting at which a quorum is present is the act of the 
board, except as otherwise provided by law, the Articles or the Regulations.

          Section 2.11.  Executive Committee.  The directors may create an 
executive committee or any other committee of directors, to consist of not 
less than three directors, and may authorize the delegation to such executive 
committee or other committees of any of the authority of the directors, 
however conferred, other than that of filling vacancies among the directors or 
in the executive committee or in any other committee of the directors.

          Such executive committee or any other committee of directors shall 
serve at the pleasure of the directors, shall act only in the intervals 
between meetings of the directors, and shall be subject to the control and 
direction of the directors.  Such executive committee or other committee of 
directors may act by a majority of its members at a meeting or by a writing or 
writings signed by all of its members. 

          Any act or authorization of any act by the executive committee or 
any other committee within the authority delegated to it shall be as effective 
for all purposes as the act or authorization of the directors.  No notice of a 
meeting of the executive committee or of any other committee of directors 
shall be required.  A meeting of the executive committee or of any other 
committee of directors may be called only by the president or by a member of 
                                       6
<PAGE>
such executive or other committee of directors.  Meetings of the executive 
committee or of any other committee of directors may be held through any 
communications equipment if all persons participating can hear each other and 
participation in such a meeting shall constitute presence thereat.

          Section 2.12.  Compensation.  Directors shall be entitled to receive 
as compensation for services rendered and expenses incurred as directors such 
amounts as the directors may determine.

          Section 2.13.  By-Laws.  The directors may adopt, and amend from 
time to time, By-Laws for their own government, which By-Laws shall not be 
inconsistent with the law, the Articles or the Regulations.


                                 ARTICLE THREE

                                    OFFICERS


          Section 3.01.  Officers.  The officers of the corporation to be 
elected by the directors shall be a president, a secretary, a treasurer, and, 
if desired, one or more vice presidents and such other officers and assistant 
officers as the directors may from time to time elect.  The directors may 
elect a chairman of the board, who must be a director.  Officers need not be 
shareholders of the corporation and may be paid such compensation as the board 
of directors may determine.  Any two or more offices may be held by the same 
person, but no officer shall execute, acknowledge or verify any instrument in 
more than one capacity if such instrument is required by law, the Articles, 
the Regulations or the By-Laws to be executed, acknowledged or verified by two 
or more officers.

          Section 3.02.  Tenure of Office.  The officers of the corporation 
shall hold office at the pleasure of the directors.  Any officer of the 
corporation may be removed, either with or without cause, at any time, by the 
affirmative vote of a majority of all the directors then in office; such 
removal, however, shall be without prejudice to the contract rights, if any, 
of the person so removed.

          Section 3.03.  Duties of the Chairman of the Board.  The chairman of 
the board, if any, shall preside at all meetings of the directors.  He shall 
have such other powers and duties as the directors shall from time to time 
assign to him.

          Section 3.04.  Duties of the President.  The president shall be the 
chief executive officer of the corporation, shall exercise supervision over 
the business of the corporation and shall have, among such additional powers 
and duties as the directors may from time to time assign to him, the power and 
authority to sign all certificates evidencing shares of the corporation and 
all deeds, mortgages, bonds, contracts, notes and other instruments requiring 
the signature of the president of the corporation.  It shall be the duty of 
the president to preside at all meetings of shareholders.

                                       7
<PAGE>
          Section 3.05.  Duties of the Vice Presidents.  In the absence of the 
president or in the event of his inability or refusal to act, the vice 
president, if any (or in the event there be more than one vice president, the 
vice presidents in the order designated, or in the absence of any designation, 
then in the order of their election), shall perform the duties of the 
president, and when so acting, shall have all the powers of and be subject to 
all restrictions upon the president.  The vice presidents shall perform such 
other duties and have such other powers as the directors may from time to time 
prescribe.

          Section 3.06.  Duties of the Secretary.  It shall be the duty of the 
secretary, or of an assistant secretary, if any, in case of the absence or 
inability to act of the secretary, to keep minutes of all the proceedings of 
the shareholders and the directors and to make a proper record of the same; to 
perform such other duties as may be required by law, the Articles or the 
Regulations; to perform such other and further duties as may from time to time 
be assigned to him by the directors or the president; and to deliver all 
books, paper and property of the corporation in his possession to his 
successor, or to the president.

          Section 3.07.  Duties of the Treasurer.  The treasurer, or an 
assistant treasurer, if any, in case of the absence or inability to act of the 
treasurer, shall receive and safely keep in charge all money, bills, notes, 
choses in action, securities and similar property belonging to the 
corporation, and shall do with or disburse the same as directed by the 
president or the directors; shall keep an accurate account of the finances and 
business of the corporation, including accounts of its assets, liabilities, 
receipts, disbursements, gains, losses, stated capital and shares, together 
with such other accounts as may be required and hold the same open for 
inspection and examination by the directors; shall give bond in such sum with 
such security as the directors may require for the faithful performance of his 
duties; shall, upon the expiration of his term of office, deliver all money 
and other property of the corporation in his possession or custody to his 
successor or the president; and shall perform such other duties as from time 
to time may be assigned to him by the directors.


                                 ARTICLE FOUR

                                    SHARES


          Section 4.01.  Certificates.  Certificates evidencing ownership of 
shares of the corporation shall be issued to those entitled to them.  Each 
certificate evidencing shares of the corporation shall bear a distinguishing 
number; the signatures of the chairman of the board, the president, or a vice 
president, and of the secretary or an assistant secretary (except that when 
any such certificate is countersigned by an incorporated transfer agent or 
registrar, such signatures may be facsimile, engraved, stamped or printed); 
and such recitals as may be required by law.  Certificates evidencing shares 
of the corporation shall be of such tenor and design as the directors may from 
time to time adopt and may bear such recitals as are permitted by law.

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<PAGE>
          Section 4.02.  Transfers.  Where a certificate evidencing a share or 
shares of the corporation is presented to the corporation or its proper agents 
with a request to register transfer, the transfer shall be registered as 
requested if: 

          (1)     An appropriate person signs on each certificate so presented 
or signs on a separate document an assignment or transfer of shares evidenced 
by each such certificate, or signs a power to assign or transfer such shares, 
or when the signature of an appropriate person is written without more on the 
back of each such certificate; and

          (2)     Reasonable assurance is given that the indorsement of each 
appropriate person is genuine and effective; the corporation or its agents may 
refuse to register a transfer of shares unless the signature of each 
appropriate person is guaranteed by a commercial bank or trust company having 
an office or a correspondent in the City of New York or by a firm having 
membership in the New York Stock Exchange; and

          (3)     All applicable laws relating to the collection of transfer 
or other taxes have been complied with; and

          (4)     The corporation or its agents are not otherwise required or 
permitted to refuse to register such transfer.

          Section 4.03.  Transfer Agents and Registrars.  The directors may 
appoint one or more agents to transfer or to register shares of the 
corporation, or both.

          Section 4.04.  Lost, Wrongfully Taken or Destroyed Certificates.  
Except as otherwise provided by law, where the owner of a certificate 
evidencing shares of the corporation claims that such certificate has been 
lost, destroyed or wrongfully taken, the directors must cause the corporation 
to issue a new certificate in place of the original certificate if the owner: 

          (1)     So requests before the corporation has notice that such 
original certificate has been acquired by a bona fide purchaser; and

          (2)     Files with the corporation, unless waived by the directors, 
an indemnity bond, with surety or sureties satisfactory to the corporation, in 
such sums as the directors may, in their discretion, deem reasonably 
sufficient as indemnity against any loss or liability that the corporation may 
incur by reason of the issuance of each such new certificate; and

          (3)     Satisfies any other reasonable requirements which may be 
imposed by the directors, in their discretion.

          Section 4.05.  Uncertificated Shares.  Anything contained in this 
Article Fourth to the contrary notwithstanding, the directors may provide by 
resolution that some or all of any or all classes and series of shares of the 
corporation shall be uncertificated shares, provided that such resolution 
                                       9
<PAGE>
shall not apply to (A) shares of the corporation represented by a certificate 
until such certificate is surrendered to the corporation in accordance with 
applicable provisions of Ohio law or (B) any certificated security of the 
corporation issued in exchange for an uncertificated security in accordance 
with applicable provisions of Ohio law.  The rights and obligations of the 
holders of uncertificated shares and the rights and obligations of the holders 
of certificates representing shares of the same class and series shall be 
identical, except as otherwise expressly provided by law.


                                ARTICLE FIVE

                        INDEMNIFICATION AND INSURANCE


          Section 5.01.  Mandatory Indemnification.  The corporation shall 
indemnify any officer or director of the corporation who was or is a party or 
is threatened to be made a party to any threatened, pending or completed 
action, suit or proceeding, whether civil, criminal, administrative or 
investigative (including, without limitation, any action threatened or 
instituted by or in the right of the corporation), by reason of the fact that 
he 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, trustee, 
officer, employee or agent of another corporation (domestic or foreign, 
nonprofit or for profit), partnership, joint venture, trust or other 
enterprise, against expenses (including, without limitation, attorneys' fees, 
filing fees, court reporters' fees and transcript costs), judgments, fines and 
amounts paid in settlement actually and reasonably incurred by him in 
connection with such action, suit or proceeding if he acted in good faith and 
in a manner he reasonably believed to be in or not opposed to the best 
interests of the corporation, and with respect to any criminal action or 
proceeding, he had no reasonable cause to believe his conduct was unlawful.  A 
person claiming indemnification under this Section 5.01 shall be presumed, in 
respect of any act or omission giving rise to such claim for indemnification, 
to have acted in good faith and in a manner he reasonably believed to be in or 
not opposed to the best interests of the corporation, and with respect to any 
criminal matter, to have had no reasonable cause to believe his conduct was 
unlawful, and the termination of any action, suit or proceeding by judgment, 
order, settlement or conviction, or upon a plea of nolo contendere or its 
equivalent, shall not, of itself, rebut such presumption.

          Section 5.02.  Court-Approved Indemnification.  Anything contained 
in the Regulations or elsewhere to the contrary notwithstanding:

          (A)     the corporation shall not indemnify any officer or director 
of the corporation who was a party to any completed action or suit instituted 
by or in the right of the corporation to procure a judgment in its favor by 
reason of the fact that he 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, trustee, officer, employee or agent of another corporation (domestic 
or foreign, nonprofit or for profit), partnership, joint venture, trust or 
other enterprise, in respect of any claim, issue or matter asserted in such 
action or suit as to which he shall have been adjudged to be liable for acting 
with reckless disregard for the best interests of the corporation or 
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misconduct (other than negligence) in the performance of his duty to the 
corporation unless and only to the extent that the Court of Common Pleas of 
Clark County, Ohio, or the court in which such action or suit was brought 
shall determine upon application that, despite such adjudication of liability, 
and in view of all the circumstances of the case, he is fairly and reasonably 
entitled to such indemnity as such Court of Common Pleas or such other court 
shall deem proper; and

          (B)     the corporation shall promptly make any such unpaid 
indemnification as is determined by a court to be proper as contemplated by 
this Section 5.02.

          Section 5.03.  Indemnification for Expenses.  Anything contained in 
the Regulations or elsewhere to the contrary notwithstanding, to the extent 
that an officer or director of the corporation has been successful on the 
merits or otherwise in defense of any action, suit or proceeding referred to 
in Section 5.01, or in defense of any claim, issue or matter therein, he shall 
be promptly indemnified by the corporation against expenses (including, 
without limitation, attorneys' fees, filing fees, court reporters' fees and 
transcript costs) actually and reasonably incurred by him in connection 
therewith.

          Section 5.04  Determination Required.  Any indemnification required 
under Section 5.01 and not precluded under Section 5.02 shall be made by the 
corporation only upon a determination that such indemnification of the officer 
or director is proper in the circumstances because he has met the applicable 
standard of conduct set forth in Section 5.01.  Such determination may be made 
only (A) by a majority vote of a quorum consisting of directors of the 
corporation who were not and are not parties to, or threatened with, any such 
action, suit or proceeding, or (B) if such a  quorum is not obtainable or if a 
majority of a quorum of disinterested directors so directs, in a written 
opinion by independent legal counsel other than an attorney, or a firm having 
associated with it an attorney, who has been retained by or who has performed 
services for the corporation, or any person to be indemnified, within the past 
five years, or (C) by the shareholders, or (D) by the Court of Common Pleas of 
Clark County, Ohio, or (if the corporation is a party thereto) the court in 
which such action, suit or proceeding was brought, if any; any such 
determination may be made by a court under division (D) of this Section 5.04 
at any time including, without limitation, any time before, during or after 
the time when any such determination may be requested of, be under 
consideration by or have been denied or disregarded by the disinterested 
directors under division (A) or by independent legal counsel under division 
(B) or by the shareholders under division (C) of this Section 5.04; and no 
failure for any reason to make any such determination, and no decision for any 
reason to deny any such determination, by the disinterested directors under 
division (A) or by independent legal counsel under division (B) or by 
shareholders under division (C) of this Section 5.04 shall be evidence in 
rebuttal of the presumption recited in Section 5.01.  Any determination made 
by the disinterested directors under division (A) or by independent legal 
counsel under division (B) of this Section 5.04 to make indemnification in 
respect of any claim, issue or matter asserted in an action or suit threatened 
or brought by or in the right of the corporation shall be promptly 
communicated to the person who threatened or brought such action or suit, and 
within ten (10) days after receipt of such notification such person shall have 
the right to petition the Court of Common Pleas of Clark County, Ohio, or the 
court in which such action or suit was brought, if any, to review the 
reasonableness of such determination.
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          Section 5.05.  Advances for Expenses.  Expenses (including, without 
limitation, attorneys' fees, filing fees, court reporters' fees and transcript 
costs) incurred in defending any action, suit or proceeding referred to in 
Section 5.01 shall be paid by the corporation in advance of the final 
disposition of such action, suit or proceeding to or on behalf of the officer 
or director promptly as such expenses are incurred by him, but only if such 
officer or director shall first agree, in writing, to repay all amounts so 
paid in respect of any claim, issue or other matter asserted in such action, 
suit or proceeding in defense of which he shall not have been successful on 
the merits or otherwise:

          (A)     if it shall ultimately be determined as provided in Section 
5.04 that he is not entitled to be indemnified by the corporation as provided 
under Section 5.01; or

          (B)     if, in respect of any claim, issue or other matter asserted 
by or in the right of the corporation in such action or suit, he shall have 
been adjudged to be liable for acting with reckless disregard for the best 
interests of the corporation or misconduct (other than negligence) in the 
performance of his duty to the corporation, unless and only to the extent that 
the Court of Common Pleas of Clark County, Ohio, or the court in which such 
action or suit was brought shall determine upon application that, despite such 
adjudication of liability, and in view of all the circumstances, he is fairly 
and reasonably entitled to all or part of such indemnification.

          Section 5.06.  Article Five Not Exclusive.  The indemnification 
provided by this Article Five shall not be deemed exclusive of any other 
rights to which any person seeking indemnification may be entitled under the 
Articles or the Regulations or any agreement, vote of shareholders or 
disinterested directors, or otherwise, both as to action in his official 
capacity and as to action in another capacity while holding such office, and 
shall continue as to a person who has ceased to be an officer or  director of 
the corporation and shall inure to the benefit of the heirs, executors, and 
administrators of such a person.

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          Section 5.07.  Insurance.  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, trustee, officer, employee, or agent of another 
corporation (domestic or foreign, nonprofit or for profit), partnership, joint 
venture, trust or other enterprise, against any liability asserted against him 
and incurred by him in any such capacity, or arising out of his status as 
such, whether or not the corporation would have the obligation or the power to 
indemnify him against such liability under the provisions of this Article 
Five.

          Section 5.08.  Certain Definitions.  For purposes of this Article 
Five, and as examples and not by way of limitation:

     (A)     A person claiming indemnification under this Article 5 shall be 
deemed to have been successful on the merits or otherwise in defense of any 
action, suit or proceeding referred to in Section 5.01, or in defense of any 
claim, issue or other matter therein, if such action, suit or proceeding shall 
be terminated as to such person, with or without prejudice, without the entry 
of a judgment or order against him, without a conviction of him, without the 
imposition of a fine upon him and without his payment or agreement to pay any 
amount in settlement thereof (whether or not any such termination is based 
upon a judicial or other determination of the lack of merit of the claims made 
against him or otherwise results in a vindication of him); and

          (B)     References to an "other enterprise" shall include employee 
benefit plans; references to a "fine" shall include any excise taxes assessed 
on a person with respect to an employee benefit plan; and references to 
"serving at the request of the corporation" shall include any service as a 
director, officer, employee or agent of the corporation which imposes duties 
on, or involves services by, such director, officer, employee or agent with 
respect to an employee benefit plan, its participants or beneficiaries; and a 
person who acted in good faith and in a manner he reasonably believed to be in 
the best interests of the participants and beneficiaries of an employee 
benefit plan shall be deemed to have acted in a manner "not opposed to the 
best interests of the corporation" within the meaning of that term as used in 
this Article Five.

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          Section 5.09.  Venue.  Any action, suit or proceeding to determine a 
claim for indemnification under this Article Five may be maintained by the 
person claiming such indemnification, or by the corporation, in the Court of 
Common Pleas of Clark County, Ohio.  The corporation and (by claiming such 
indemnification) each such person consent to the exercise of jurisdiction over 
its or his person by the Court of Common Pleas of Clark County, Ohio, in any 
such action, suit or proceeding.


                               MISCELLANEOUS


          Section 6.01.  Amendments.  The Regulations may be amended, or new 
regulations may be adopted, at a meeting of shareholders held for such 
purpose, only by the affirmative vote of the holders of shares entitling them 
to exercise not less than a majority of the voting power of the corporation on 
such proposal, or without a meeting by the written consent of the holders of 
shares entitling them to exercise not less than a majority of the voting power 
of the corporation on such proposal.

          Section 6.02.  Action by Shareholders or Directors Without a 
Meeting.  Anything contained in the Regulations to the contrary 
notwithstanding, except as provided in Section 6.01, any action which may be 
authorized or taken at a meeting of the shareholders or of the directors or of 
a committee of the directors, as the case may be, may be authorized or taken 
without a meeting with the affirmative vote or approval of, and in a writing 
or writings signed by, all the shareholders who would be entitled to notice of 
a meeting of the shareholders held for such purpose, or all the directors, or 
all the members of such committee of the directors, respectively, which 
writings shall be filed with or entered upon the records of the corporation.


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