<PAGE>

                                                                     Exhibit 3.5

                              AMENDED AND RESTATED

                                   REGULATIONS

                                       OF

                             RURBAN FINANCIAL CORP.

                                      INDEX

<TABLE>
<CAPTION>
Section   Caption                                                       Page No.
-------   -------                                                       --------
<S>       <C>                                                           <C>
                                     ARTICLE ONE
                              MEETINGS OF SHAREHOLDERS
  1.01    Annual Meetings............................................       l
  1.02    Calling of Meetings........................................       l
  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.............................................       3
  1.08    Order of Business..........................................       3
  1.09    Shareholders Entitled to Vote..............................       3
  1.10    Proxies....................................................       3
  1.11    Inspectors of Election.....................................       3

                                     ARTICLE TWO
                                      DIRECTORS
  2.01    Authority and Qualifications...............................       4
  2.02    Number of Directors and Term of Office.....................       4
  2.03    Election...................................................       5
  2.04    Removal....................................................       6
  2.05    Vacancies..................................................       6
  2.06    Meetings...................................................       6
  2.07    Notice of Meetings.........................................       7
  2.08    Waiver of Notice...........................................       7
  2.09    Quorum.....................................................       8
  2.10    Executive Committee........................................       8
  2.11    Compensation...............................................       9
  2.12    By-Laws....................................................       9
</TABLE>

<PAGE>

<TABLE>
<S>       <C>                                                           <C>
                                    ARTICLE THREE
                                      OFFICERS
  3.01    Offices....................................................       9
  3.02    Tenure of Office...........................................       9
  3.03    Duties of the Chairman of the Board........................       9
  3.04    Duties of the President....................................       9
  3.05    Duties of the Vice Presidents..............................      10
  3.06    Duties of the Secretary....................................      10
  3.07    Duties of the Treasurer....................................      10

                                    ARTICLE FOUR
                                       SHARES
  4.01    Certificates...............................................      11
  4.02    Transfers..................................................      11
  4.03    Transfer Agents and Registrars.............................      12
  4.04    Lost, Wrongfully Taken or Destroyed Certificates...........      12

                                    ARTICLE FIVE
                            INDEMNIFICATION AND INSURANCE
  5.01    Indemnification............................................      12
  5.02    Discretionary Indemnification..............................      13
  5.03    Indemnification for Expenses...............................      14
  5.04    Determination Required.....................................      14
  5.05    Advances for Expenses......................................      15
  5.06    Article Five Not Exclusive.................................      15
  5.07    Insurance..................................................      15
  5.08    Definition of "the Corporation"............................      15

                                     ARTICLE SIX
                                    MISCELLANEOUS
  6.01    Seal.......................................................      16
  6.02    Amendments.................................................      16
  6.03    Action by Shareholders or Directors Without a Meeting......      16
</TABLE>

<PAGE>

                                   REGULATIONS

                                       OF

                             RURBAN FINANCIAL CORP.

                                   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 Monday in April
in each year or on such other date 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 25% 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 60 days before
the date of the meeting, (l) 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

<PAGE>

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.

          (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 60 days after the receipt of such request, as such
officer may fix. If such notice is not given within 30 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 he 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.


                                       2

<PAGE>

          Section 1.07. Votes Required. At all elections of directors the
candidates receiving the greatest number of votes shall he 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 60 days preceding the date of the meeting
of shareholders.

          Section 1.10. 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 1.11. 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


                                       3

<PAGE>

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. No person shall be eligible to be elected or
reelected as a director after such person has reached the age of 70 years;
except that this qualification shall not apply to a person elected as an initial
director of the corporation who shall have reached 70 years of age at the time
of such initial election.

          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 nine (9).
Except as provided in the Articles of the corporation, each director shall be
elected to serve until the annual meeting of shareholders at which the term of
such director shall expire and until his successor is duly elected and qualified
or until his earlier resignation, removal from office, or death.

          (B) The number of directors may be fixed or changed in accordance with
the Articles of the corporation at a meeting of the shareholders called for the
purpose of electing directors at which a quorum is present.

          (C) The directors may fix or change the number of directors by the
affirmative vote of two-thirds (2/3) of the authorized number of directors and
may fill any director's office that is created by an increase in the number of
directors; provided, however, that the directors may not increase the number of
directors to more than fifteen (15) nor reduce the number of directors to less
than nine (9).

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


                                       4

<PAGE>

          Section 2.03. Nomination and Election. (A) Any nominee for election as
a director of the corporation may be proposed only by the Board of Directors or
by any shareholder entitled to vote for the election of directors. No person,
other than a nominee proposed by the Board of 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 its principal
office. 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 later of (i)
February l, immediately preceding such annual meeting or (ii) the sixtieth
(60th) day prior to 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 directors 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 by a shareholder 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(7th) 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 (l) 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, sub-paragraph (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.


                                       5

<PAGE>

          (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. 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 eighty percent (80%) of the
voting power of the corporation entitling them to elect directors in place of
those to be removed. 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 2.05. Vacancies. Vacancies, and newly created directorships
resulting from any increase in the authorized number of directors, may be filled
by the affirmative vote of two-thirds (2/3) of the whole authorized number of
directors or by the affirmative vote of the holders of at least four-fifths
(4/5) of the outstanding voting power of the corporation voting at a meeting of
the shareholders called for such purpose or in any other manner provided by law,
the Articles or the Regulations.

          Section 2.06. 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 in Defiance, Ohio or at such
other place within or without the State of Ohio, as the directors may from time
to time determine by a 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 2.07. 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

                                       6

<PAGE>
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

          (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 2.08. 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 2.09. 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.

                                       7

<PAGE>

          Section 2.10. 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 director.

          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 an 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 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 2.11. 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 2.12. 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.

                                       8

<PAGE>

                                  ARTICLE THREE

                                    OFFICERS

          Section 3.01. Offices. 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 and 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.

          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

                                       9

<PAGE>
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 to
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,

                                       10

<PAGE>

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.

          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:

          (l) 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:

                                       11

<PAGE>

          (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.

                                  ARTICLE FIVE

                          INDEMNIFICATION AND INSURANCE

          Section 5.01. Indemnification. The corporation shall indemnify any
person 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 (other than an action threatened or
instituted directly by the corporation) by reason of the fact that he is or was
a director or officer of the corporation or any present or former director or
officer of the corporation who is or was serving at the request of the
corporation as a director, trustee, officer, employee or agent of another
corporation, partnership, joint venture, trust, or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid 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, had no
reasonable cause to believe his conduct was unlawful. 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, create a
presumption that the person did not act in good faith and in a manner which 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
reasonable cause to believe that his conduct was unlawful.

          Section 5.02. Discretionary Indemnification. The corporation may
indemnify any person who was or is a party or is

                                       12

<PAGE>
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 an employee or agent of the corporation or
is or was serving at the request of the corporation as a director, trustee, of
officer, employee or agent of another corporation, partnership, joint venture,
trust, or other enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid 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, had no reasonable cause to believe his
conduct was unlawful. 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, create a presumption that the person did
not act in good faith and in a manner which 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 reasonable cause to believe that his
conduct was unlawful.

          The corporation may also indemnify or agree to indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending, or completed action or suit which is threatened or instituted by the
corporation directly (rather than a derivative action in the right of the
corporation) to produce a judgment in its favor by reason of the fact that he is
or was a director or officer of the corporation or any present or former
director or officer of the corporation who is or was serving at the request of
the corporation as a director, trustee, officer, employee, or agent of another
corporation, partnership, joint venture, trust, or other enterprise, against
expenses (including attorneys' fees) actually and reasonably incurred by him,
judgments and amounts paid in connection with such action or suit 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, except that no such indemnification shall be
made in respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable for negligence or misconduct in the performance of
his duty to the corporation unless and only to the extent that the Court of
Common Pleas of Defiance County, Ohio or the court in which such action or suit
was brought shall determine upon application that, despite the adjudication of
liability, but in view of all the circumstances of the case, such person is
fairly

                                       13

<PAGE>
and reasonably entitled to indemnity for such expenses as such Court of Common
Pleas or such other court shall deem proper.

          Section 5.03. Indemnification for Expenses. To the extent that a
director, trustee, officer, employee or agent has been successful on the merits
or otherwise in defense of any action, suit or proceeding referred to in Section
5.02 hereof, or in defense of any claim, issue, or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.

          Section 5.04. Determination Required. Any indemni-fication under
Sections 5.01 and 5.02 (unless ordered by a court) shall be made by the
corporation only upon a determination that the indemnification of the director,
trustee, officer, employee or agent is proper in the circumstances because he
has met the applicable standard of conduct set forth in Sections 5.01 and 5.02.
Such determination shall be made (A) by the board of directors by a majority
vote of a quorum consisting of directors who were not and are not parties to, or
threatened with, 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, or (C) by the shareholders.
Any determination made by the disinterested directors or by independent legal
counsel under this Section 5.04 to provide indemnity under Section 5.01 or 5.02
to a person threatened or sued in the right of the corporation (derivatively)
shall be promptly communicated to the person who threatened or brought the
derivative action or suit in the right of the corporation, and such person shall
have the right, within 10 days after receipt of such notification, to petition
the Court of Common Pleas of Defiance County, Ohio or the court in which action
or suit was brought to review the reasonableness of such determination.

          Section 5.05. Advances for Expenses. Expenses (including attorneys'
fees) incurred in defending any civil or criminal action, suit, or proceeding
referred to in Sections 5.01 and 5.02 may be paid by the corporation in advance
of the final disposition of such action, suit or proceeding as authorized by the
board of directors in the specific case upon receipt of an undertaking by or on
behalf of the director, trustee, officer, employee, or agent to repay such
amount, unless it shall ultimately be determined that he is entitled to be
indemnified by the corporation as authorized in this Article Five.

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          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
those 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 a director, trustee, officer, employee, or agent and shall
inure to the benefit of the heirs, executors, and administrators of such a
person.

          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,
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 power to
indemnify him against such liability under the provisions of this Article Five.

          Section 5.08. Definition of "the Corporation". As used in this Article
Five, references to "the corporation" include all constituent corporations in a
consolidation or merger and the new or surviving corporation, so that any person
who is or was a director, trustee, officer, employee or agent of such a
constituent corporation, or is or was serving at the request of such constituent
corporation as a director, trustee, officer, employee, or agent of another
corporation, partnership, joint venture, trust, or other enterprise, shall stand
in the same position under the provisions of this Article Five with respect to
the new or surviving corporation as he would if he had served the new or
surviving corporation in the same capacity.


                                   ARTICLE SIX

                                  MISCELLANEOUS

          Section 6.01. Seal. The corporation shall have no seal.

          Section 6.02. Amendments. The Regulations may be amended, or new
regulations may be adopted, at a meeting of shareholders held for such purpose,
or without a meeting by the

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written consent of the holders of shares entitling them to exercise not less
than all (100%) of the voting power of the corporation on such proposal.

          Section 6.03. Action by Shareholders or Directors Without a Meeting.
Anything contained in the Regulations to the contrary notwithstanding, except as
provided in Section 6.02, 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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