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                                                                     EXHIBIT 4.2
                                                                     -----------

                                     FORM OF
                            CERTIFICATE OF AMENDMENT
                    TO THE AMENDED ARTICLES OF INCORPORATION
                                       OF
                               FIFTH THIRD BANCORP

      (TO BE ADOPTED PRIOR TO THE MERGER OF OLD KENT FINANCIAL CORPORATION
                WITH AND INTO FIFTH THIRD FINANCIAL CORPORATION)


         Pursuant to Section 1701.70(B)(1) of the Ohio Revised Code and Article
FOURTH of the Amended Articles of Incorporation of FIFTH THIRD BANCORP (the
"Corporation"), the undersigned certify that at a duly called meeting of the
Board of Directors of the Corporation held on __________, 2001, at which a
quorum was present, the Amended Articles of Incorporation were amended by the
following resolution which was adopted by the affirmative vote of all the
Directors in attendance at such meeting:

         RESOLVED, that Paragraph (A)(2) of Article Fourth of the Amended
Articles of Incorporation of the Company be, and it hereby is, amended in its
entirety to read as follows:

"(2)     Five Hundred Thousand (500,000) shares of preferred stock, without par
value.

         (a) SERIES D PERPETUAL PREFERRED STOCK. Seven-Thousand Two-Hundred
Fifty (7,250) shares of the preferred stock of the corporation shall be
designated "Series D Perpetual Preferred Stock" and shall have the rights,
preferences and entitlements that follow:

             1. DESIGNATION AND AMOUNT. The shares of such series shall be
designated as Series D Perpetual Preferred Stock (the "Series D Preferred
Stock"), which shall be a closed series consisting of 7,250 shares of cumulative
perpetual convertible preferred stock. The number of authorized shares of the
Series D Preferred Stock may not be increased or decreased. Each share of the
Series D Preferred Stock shall have a stated value of $1,000 per share (the
"Series D Stated Value").

             2. DIVIDENDS.

                      (i) Entitlement. The holders of the Series D
Preferred Stock shall be entitled to receive, as and when declared payable by
the Board of Directors from funds of the corporation legally available for the
payment thereof, cumulative preferred dividends in lawful money of the United
States of America at the applicable rate fixed and determined as herein
authorized, and no more, payable quarterly on the last day of each March, June,
September, and December (the "Series D Dividend Payment Dates") in each year
with respect to the quarterly period beginning on the first day of each calendar
quarter and ending on each such respective payment date (the "Series D Dividend
Period") to shareholders of record on a date, to be fixed by the Board of
Directors, not exceeding forty (40) days preceding each Series D Dividend
Payment

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Date. Accumulations of dividends shall not bear interest. The initial dividend
payment for Series D Preferred Stock will accrue from the date such series is
issued and will be payable on the First Series D Dividend Payment Date following
such date. The annual rate of preferred dividends on each share of Series D
Preferred Stock shall be the product of the applicable Series D Dividend Rate
(as hereinafter described) and the Series D Stated Value, payable in quarterly
installments, provided, however, that if any change in the Series D Dividend
Rate shall occur, the dividends payable for that part of the Series D Dividend
Period occurring prior to such change shall be payable on the basis of the
Series D Dividend Rate in effect prior to such change and the dividends payable
for that part of the Series D Dividend Period from and after such change shall
be payable on the basis of the Series D Dividend Rate then becoming effective
and such determination shall be made on the basis of a thirty (30) day month and
a three hundred and sixty (360) day year.

                      (ii) Series D Dividend Rate. The rate of preferred
dividends per share of the Series D Preferred Stock per annum based on the
Series D Stated Value (the "Series D Dividend Rate") shall be eight percent
(8%).

                      (iii) Cumulative and Perpetual. All dividends payable
on account of the Series D Preferred Stock shall be cumulative and shall be
paid, from funds of the corporation legally available for the payment thereof,
so long as any shares of the Series D Preferred Stock are outstanding.

                      (iv) Restrictions on Dividend Payments. All shares
of Common Stock and each series of Preferred Stock shall rank junior to the
Series D Preferred Stock as to dividends. So long as any shares of the Series D
Preferred Stock remain outstanding, no dividend shall be paid or declared, or
declared and set apart for payment, or other distribution made, on the shares of
any class of stock ranking, as to dividend rights, junior to the Series D
Preferred Stock, nor shall any shares of any class of stock (or series thereof)
of the corporation ranking, as to dividend rights, junior to, or on a parity
with, the Series D Preferred Stock, be purchased, redeemed or otherwise acquired
for value by the corporation, unless all dividends, at the applicable rate, on
the Series D Preferred Stock shall have been declared and paid, or declared and
set apart for payment, for all past Series D Dividend Periods ending immediately
prior to the date on which such dividend, distribution, purchase, redemption or
acquisition is to occur and the then current Series D Dividend Period; provided,
however, that the foregoing restrictions shall not apply (a) to the declaration
and payment, on shares ranking junior to the Series D Preferred Stock as to
dividend rights, of dividends payable solely in shares of stock of any class of
shares ranking junior to the Series D Preferred Stock as to dividend rights, or
(b) to the acquisition of any shares ranking junior to, or on a parity with, the
Series D Preferred Stock as to dividend rights through application of the
proceeds of the issue and sale of any class of any shares ranking junior to, or
on a parity with, the Series D Preferred Stock as to dividend rights sold at or
about the time of such acquisition. No dividends shall be paid or declared, or
declared and set apart for payment, or other distribution made on any shares of
any class of stock (or series thereof) of the corporation ranking, as to
dividend rights, on a parity with the Series D Preferred Stock for any dividend
period unless, at the same time, a like proportion of dividends for the same or
similar dividend period, ratably in proportion to the respective annual dividend
rate fixed therefor, shall

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be paid or declared, or declared and set apart for payment, on all shares of
Series D Preferred Stock.

             3. STATUS OF REACQUIRED SHARES. The corporation shall retire
any of the shares of the Series D Preferred Stock that are converted into shares
of Common Stock pursuant to Paragraph (2)(a)5., or that it repurchases or
otherwise acquires, and such shares shall not be reissued as shares of Series D
Preferred Stock but shall revert to authorized but unissued shares of Preferred
Stock and may be reissued as shares of a different series of Preferred Stock in
any future designation by the Board of Directors.

             4. RESTRICTION ON ISSUANCE OF ADDITIONAL PREFERRED STOCK. So
long as any shares of the Series D Preferred Stock are outstanding, the
corporation shall not issue any securities ranking senior to, or on a parity
with, the Series D Preferred Stock as to dividend rights or rights upon the
liquidation, dissolution or winding up of the corporation, without the prior
approval of the holders of a majority of the Series D Preferred Stock.

             5. CONVERSION.

                      (i) Right of Conversion. Subject to the provisions
for adjustment set forth herein, each share of Series D Preferred Stock shall be
convertible, at the option of the holder thereof, in the manner hereinafter
provided, into fully paid and nonassessable shares of Common Stock at the
conversion price, determined as herein provided, in effect on the date of
conversion, each share of Series D Preferred Stock being credited at its Series
D Stated Value. The price at which shares of Common Stock shall be delivered
upon conversion of shares of Series D Preferred Stock (the "Series D Conversion
Price") shall be initially $________ per share of Common Stock. The Series D
Conversion Price shall be adjusted in certain instances as provided in Paragraph
(2)(a)5.(iii) below.

                      (ii) Procedure for Conversion. Any holder of shares
of Series D Preferred Stock desiring to convert such shares into shares of
Common Stock shall surrender the certificate or certificates for the shares of
Series D Preferred Stock being converted, duly endorsed in blank or duly
endorsed or assigned to the corporation, at the principal office of the
corporation or at a bank or trust company appointed by the corporation for that
purpose, accompanied by a written notice of conversion specifying the number of
shares of Series D Preferred Stock to be converted and the name or names in
which such holder wishes the certificate or certificates for shares of Common
Stock to be issued. If such notice shall specify a name or names other than that
of such holder, such notice shall be accompanied by payment of all transfer
taxes payable upon the issue of shares of Common Stock in such name or names. If
less than all of the shares of Series D Preferred Stock represented by a
certificate are to be converted by a holder, the corporation, upon such
conversion, shall issue and deliver, or cause to be issued and delivered, to
such holder a certificate or certificates for the shares of Series D Preferred
Stock not so converted. The holders of shares of Series D Preferred Stock at the
close of business on the record date fixed for a Series D Dividend Payment Date
shall be entitled to receive the dividend payable on such shares of Series D
Preferred Stock on the corresponding Series D Dividend Payment Date
notwithstanding the subsequent conversion thereof or the corporation's default
in payment of the dividend due on such Series D Dividend Payment Date. However,
shares of Series D Preferred


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Stock surrendered for conversion during the period from the close of business on
any record date fixed for a Series D Dividend Payment Date for the Series D
Preferred Stock to the opening of business on the corresponding Series D
Dividend Payment Date must be accompanied by payment of an amount equal to the
dividend payable on such shares of Series D Preferred Stock on such Series D
Dividend Payment Date. A holder of shares of Series D Preferred Stock on a
record date fixed for a Series D Dividend Payment Date who (or whose transferee)
converts shares of Series D Preferred Stock on a Series D Dividend Payment Date
will receive the dividend payable on such shares of Series D Preferred Stock by
the corporation on such date, and the converting holder need not include payment
in the amount of such dividend upon surrender of shares of Series D Preferred
Stock for conversion. Except as provided above, no payment or adjustment will be
made on account of unpaid dividends upon the conversion of Series D Preferred
Stock.

         As promptly as practicable after the surrender of certificates for
shares of Series D Preferred Stock as aforesaid, the corporation shall issue and
shall deliver at such office to such holder, or on his or her written order, a
certificate or certificates for the number of full shares of Common Stock
issuable upon the conversion of such shares in accordance with the provisions of
this Paragraph (2)(a)5., and any fractional interest in respect of a share of
Common Stock arising upon such conversion shall be promptly settled as provided
in Paragraph (2)(a)5.(vi).

         Each conversion shall be deemed to have been effected immediately prior
to the close of business on the date on which the certificates for shares of
Series D Preferred Stock shall have been surrendered and such notice received by
the corporation as aforesaid; the shares of Series D Preferred Stock so
surrendered for conversion shall no longer be deemed to be outstanding and all
rights with respect to such shares of Series D Preferred Stock shall cease,
except the right of the holders thereof to receive full shares of Common Stock
in exchange therefor, payment of dividends as provided in the first paragraph of
this Paragraph (2)(a)5.(ii) and payment for any fractional shares; and the
person or persons in whose name or names any certificate or certificates for
shares of Common Stock shall be issuable upon such conversion shall be deemed to
have become the holder or holders of record of the shares represented thereby at
such time on such date. All shares of Common Stock delivered upon conversions of
the Series D Preferred Stock will upon delivery be duly and validly issued and
fully paid and nonassessable.

                      (iii) Adjustments of the Series D Conversion Price.

                               (A)     The Series D Conversion Price shall
be adjusted from time to time as follows:

                                       (1)    In case the corporation shall
pay or make a dividend or other distribution on any class of capital stock of
the corporation in shares of Common Stock, the Series D Conversion Price in
effect at the opening of business on the day following the date fixed for the
determination of shareholders entitled to receive such dividend or other
distribution shall be reduced by multiplying such Series D Conversion Price by a
fraction of which the numerator shall be the number of shares of Common Stock
outstanding at the close of business on the date fixed for such determination
and the denominator shall be the sum of such number of shares and the total
number of shares constituting such dividend or other distribution, such

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reduction to become effective immediately after the opening of business on the
day following the date fixed for such determination.

                                       (2)    In case the corporation shall
issue rights or warrants entitling any person to subscribe for or purchase
Common Stock at a price per share less than the current market price per share
(determined as provided in Paragraph (2)(a)5.(iii)(B) herein) of the Common
Stock on the date fixed for the determination of the persons entitled to receive
such rights or warrants, the Series D Conversion Price in effect at the opening
of business on the day following the date fixed for such determination shall be
reduced by multiplying such Series B Conversion Price by a fraction of which the
numerator shall be the number of shares of Common Stock outstanding at the close
of business on the date fixed for such determination plus the number of shares
of Common Stock which the aggregate offering price of the total number of shares
of Common Stock so offered for subscription or purchase would purchase at such
current market price and the denominator shall be the number of shares of Common
Stock outstanding at the close of business on the date fixed for such
determination plus the number of shares of Common Stock so offered for
subscription or purchase, such reduction to become effective immediately after
the opening of business on the day following the date fixed for such
determination. Notwithstanding the foregoing, in the event that the corporation
shall distribute or shall have distributed any rights or warrants to acquire
capital stock ("Rights") pursuant to this Paragraph (2)(a)5.(iii)(A)(2), the
distribution of separate certificates representing the Rights subsequent to
their initial distribution (whether or not the initial distribution of the
Rights shall have occurred prior to the date of the issuance of the Series D
Preferred Stock) shall be deemed to be the distribution of the Rights for
purposes of this Paragraph (2)(a)5.(iii)(A)(2); provided that the corporation
may, in lieu of making any adjustment pursuant to this Paragraph
(2)(a)5.(iii)(A)(2) upon a distribution of separate certificates representing
the Rights, make proper provision so that each holder of Series D Preferred
Stock who converts such Series D Preferred Stock (or any portion thereof) (A)
before the record date for such distribution of separate certificates shall be
entitled to receive upon conversion shares of Common Stock issued with Rights
and (B) after such record date and prior to the expiration, redemption or
termination of the Rights shall be entitled to receive upon conversion, in
addition to the shares of Common Stock issuable upon conversion, the same number
of Rights as would a holder of the number of shares of Common Stock that such
Series D Preferred Stock so converted would have entitled the holder thereof to
purchase in accordance with the terms and provisions applicable to the Rights if
such Series D Preferred Stock were converted immediately prior to the record
date for such distribution. Common Stock owned by or held for the account of the
Corporation or any majority owned subsidiary shall not be deemed outstanding for
the purpose of any adjustment required under this Paragraph (2)(a)5.(iii)(A)(2).

                                       (3)    In case the corporation
shall, by dividend or otherwise, distribute to any holder of the corporation's
securities evidences of indebtedness or assets (including securities, but
excluding any rights or warrants referred to in Paragraph (2)(a)5.(iii)(A)(2),
any dividend or distribution paid in cash out of the surplus of the corporation
and any dividend or distribution referred to in Paragraph (2)(a)5.(iii)(A)(1)
herein), the Series D Conversion Price shall be adjusted so that the same shall
equal the price determined by multiplying the Series D Conversion Price in
effect immediately prior to the close of business on the date fixed for the
determination of shareholders entitled to receive such distribution by a

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fraction of which the numerator shall be the current market price per share
(determined as provided in Paragraph (2)(a)5.(iii)(B) herein) of the Common
Stock on the date fixed for such determination, less the then fair market value
(as determined by the Board of Directors, whose determination shall be
conclusive) of the portion of the assets or evidences of indebtedness so
distributed allocable to one share of Common Stock, and the denominator shall be
such current market price per share of Common Stock, such adjustment to become
effective immediately prior to the opening of business on the day following the
date fixed for the determination of shareholders entitled to receive such
distribution.

                                       (4)    In case the outstanding
shares of Common Stock shall be subdivided into a greater number of shares, the
Series D Conversion Price in effect at the opening of business on the day
following the day upon which such subdivision becomes effective shall be
proportionately reduced, and, conversely, in case the outstanding shares of
Common Stock shall each be combined into a smaller number of shares, the Series
D Conversion Price in effect at the opening of business on the day following the
day upon which such combination becomes effective shall be proportionately
increased, such reduction or increase, as the case may be, to become effective
immediately after the opening of business on the day following the day upon
which such subdivision or combination becomes effective.

                                       (5)    The reclassification of
Common Stock into securities other than Common Stock (other than any
reclassification upon a consolidation or merger to which Paragraph
(2)(a)5.(iii)(E) applies) shall be deemed to involve (a) a distribution of such
securities other than Common Stock to all holders of Common Stock (and the
effective date of such reclassification shall be deemed to be "the date fixed
for the determination of shareholders entitled to receive such distribution" and
the "date fixed for such determination" within the meaning of Paragraph
(2)(a)5.(iii)(A)(3)), and (b) a subdivision or combination, as the case may be,
of the number of shares of Common Stock outstanding immediately prior to such
reclassification into the number of shares of Common Stock outstanding
immediately thereafter (and the effective date of such reclassification shall be
deemed to be "the day upon which such subdivision becomes effective," or "the
day upon which such combination becomes effective," as the case may be, and "the
day upon which such subdivision or combination becomes effective," within the
meaning of Paragraph (2)(a)5.(iii)(A)(4).

                               (B)      For the purpose of any computation
under Paragraph (2)(a)5.(iii)(A)(2) and Paragraph (2)(a)5.(iii)(A)(3), the
current market price per share of Common Stock on any day shall be deemed to be
the average of the average high and low sales price per share for the Common
Stock, as reported on the Nasdaq National Market or such national securities
exchange on which the Common Stock is primarily traded at the time of such
computation, for thirty (30) consecutive trading days immediately preceding the
day in question.

                               (C)      Notwithstanding the provisions of
Paragraph (2)(a)5.(iii)(A) above, no adjustment in the Series D Conversion Price
shall be required unless such adjustment (plus any adjustments not previously
made by reason of this Paragraph (2)(a)5.(iii)(C)) would require an increase or
decrease of at least 1% in such price; provided, however, that any adjustments
which by reason of this Paragraph (2)(a)5.(iii)(C) are not required to be made
shall

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be carried forward and taken into account in any subsequent adjustment. All
calculations under this Paragraph (2)(a)5.(iii) shall be made to the nearest
cent.

                               (D)      The corporation may make such
reductions in the Series D Conversion Price, in addition to those required by
this Paragraph (2)(a)5.(iii), as it considers to be advisable in order to avoid
or diminish any income tax to any holder of shares of Common Stock resulting
from any dividend or distribution of stock or issuance of rights or warrants to
purchase or subscribe for stock or from any event treated as such for income tax
purposes or for any other reasons.

                               (E)      In case the Corporation shall
effect any capital reorganization of the Common Stock (other than a subdivision,
combination, capital reorganization or reclassification provided for in
Paragraph (2)(a)5.(iii)(A)) or shall consolidate, merge or engage in a statutory
share exchange with or into any other corporation (other than a consolidation,
merger or share exchange in which the corporation is the surviving corporation
and each share of Common Stock outstanding immediately prior to such
consolidation or merger is to remain outstanding immediately after such
consolidation or merger) or shall sell or transfer all or substantially all its
assets to any other corporation, lawful provision shall be made as a part of the
terms of such transaction whereby the holders of Series D Preferred Stock shall
receive upon conversion thereof, in lieu of each share of Common Stock which
would have been issuable upon conversion of such stock if converted immediately
prior to the consummation of such transaction, the same kind and amount of stock
(or other securities, cash or property, if any) as may be issuable or
distributable in connection with such transaction with respect to each share of
Common Stock outstanding at the effective time of such transaction, subject to
subsequent adjustments for subsequent stock dividends and distributions,
subdivisions or combination of shares, capital reorganization,
reclassifications, consolidations, mergers or share exchanges, as nearly
equivalent as possible to the adjustments provided for in this Paragraph
(2)(a)5.(iii).

                               (F)      Whenever the Series D Conversion
Price is adjusted as herein provided, a notice stating that the Series D
Conversion Price has been adjusted and setting forth the adjusted Series D
Conversion Price shall, as soon as practicable, be mailed to the holders of
record of outstanding shares of Series D Preferred Stock.

                               (G)      In case:

                                        (1)    the corporation shall
declare a dividend or other distribution on the Common Stock otherwise than in
cash out of its surplus;

                                        (2)    the corporation shall
authorize the granting to the holders of the Common Stock of rights or warrants
entitling them to subscribe for or purchase any shares of capital stock of any
class or of any other rights;

                                        (3)    of any reclassification of
the Common Stock (other than a subdivision or combination of outstanding shares
of Common Stock), or of any consolidation, merger or share exchange to which the
corporation is a party and for which

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approval of any shareholders of the corporation is required, or of the sale or
transfer of all or substantially all the assets of the corporation; or


                                        (4)    of the voluntary or
involuntary liquidation, dissolution or winding up of the Corporation;

then the corporation shall cause to be mailed to the holders of record of the
outstanding shares of Series D Preferred Stock, at least twenty (20) days (or
ten (10) days in any case specified in Paragraph (2)(a)5.(iii)(G)(1) or
Paragraph (2)(a)5.(iii)(G)(2) above) prior to the applicable record or effective
date hereinafter specified, a notice stating (a) the date as of which the
holders of record of shares of Common Stock to be entitled to such dividend,
distribution, rights or warrants is to be determined, or (b) the date on which
such reclassification, consolidation, merger, share exchange, sale, transfer,
liquidation, dissolution or winding up is expected to become effective and the
date as of which it is expected that holders of record of Common Stock shall be
entitled to exchange their shares for securities or other property, if any,
deliverable upon such reclassification, consolidation, merger, share exchange,
sale, transfer, liquidation, dissolution or winding up. Such notice shall also
state whether such transaction will result in any adjustment in the Series D
Conversion Price applicable to the Series D Preferred Stock and, if so, shall
state what the adjusted Series D Conversion Price will be and when it will
become effective. Neither the failure to give the notice required by this
Paragraph (2)(a)5.(iii)(G), nor any defect therein, to any particular holder
shall affect the sufficiency of the notice or the legality or validity of the
proceedings described in Paragraph (2)(a)5.(iii)(G)(1) through Paragraph
(2)(a)5.(iii)(G)(4).

                      (iv) Reservation of Shares Issuable Upon Conversion.
The corporation shall at all times reserve and keep available out of its
authorized but unissued shares of Common Stock, for the purpose of issuance upon
conversion of Series D Preferred Stock, the full number of shares of Common
Stock then issuable upon the conversion of all shares of Series D Preferred
Stock then outstanding and shall take all action necessary so that shares of
Common Stock so issued will be validly issued, fully paid and nonassessable.

                      (v)  Allocation of Costs. The corporation will pay
any and all stamp or similar taxes that may be payable in respect of the
issuance or delivery of shares of Common Stock on conversion of Series D
Preferred Stock. The corporation shall not, however, be required to pay any tax
which may be payable in respect of any transfer involved in the issuance and
delivery of shares of Common Stock in a name other than that in which the shares
of Series D Preferred Stock so converted were registered, and no such issuance
or delivery shall be made unless and until the person requesting such issuance
has paid to the corporation the amount of any such tax or has established to the
satisfaction of the corporation that such tax has been paid.

                      (vi) Payment in Lieu of Fractional Shares. No
fractional shares or scrip representing fractional shares of Common Stock shall
be issued upon the conversion of Series D Preferred Stock. If any such
conversion would otherwise require the issuance of such a fractional share, an
amount equal to such fraction multiplied by the average of the average high and
low sales price per share for the Common Stock, as reported on the Nasdaq
National Market or such national securities exchange on which the Common Stock
is primarily traded at the time of such computation, for thirty (30) consecutive
trading days immediately preceding the date of conversion, shall be paid to the
holder in cash by the corporation.

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                      (vii) Approval of Conversion. Conversion of shares
of the Series D Preferred Stock held of record by Thomas D. Flanagan may be
converted into shares of Common Stock pursuant to this Paragraph (2)(a)5 only if
the conversion has received the prior approval of the Board of Governors of the
Federal Reserve System or, where permitted to be approved by a Federal Reserve
Bank, the prior approval of the appropriate Federal Reserve Bank, unless at the
time of such redemption, such prior approval shall not be required under
applicable laws, rules or regulations, or order of said Board of Governors.

              6. LIQUIDATION PREFERENCE. In the event of a voluntary or
involuntary liquidation, dissolution or winding up of the corporation, each
holder of the Series D Preferred Stock shall be entitled to receive out of the
assets of the corporation available for distribution to shareholders, after
payment in full of all amounts owing to the holders of all shares of all classes
or series of stock having rights senior to the Series D Preferred Stock upon the
liquidation, dissolution or winding up of the corporation, an amount per share
equal to, but no more than, the Series D Stated Value per share of each share of
Series D Preferred Stock held by such holder, including all accrued and unpaid
dividends, whether or not declared, to and including the date of the voluntary
or involuntary liquidation, dissolution or winding up of the corporation. Until
payment to the holders of the Series D Preferred Stock of all amounts owing as
aforesaid, or until money or other assets sufficient for such payment shall have
been set apart from its other funds and assets for payment by the corporation,
for the account of such holders, so as to be and continue to be available for
payment to such holders, no payment or distribution upon such liquidation,
dissolution or winding up shall be made to holders of shares ranking junior to,
or on a parity with, the Series D Preferred Stock as to rights upon the
liquidation, dissolution or winding up of the corporation. The Common Stock and
each series of Preferred Stock shall be junior to the Series D Preferred Stock
as to rights upon the liquidation, dissolution or liquidation or winding up of
the corporation, except that the Series E Preferred Stock shall be on a parity
with the Series D Preferred Stock with respect to the right to receive payment
or distribution upon the liquidation, dissolution or liquidation or winding up
of the corporation. If upon any such liquidation, dissolution or winding up, the
assets of the corporation available for payment and distribution to shareholders
are insufficient to make payment in full, as hereinabove provided, to the
holders of the Series D Preferred Stock and the holders of all other shares of
Preferred Stock which rank on a parity with the Series D Preferred Stock as to
rights upon the liquidation, dissolution or winding up of the corporation,
payment shall be made to such holders ratably in accordance with the liquidation
value of shares held by them, respectively.

         Neither a consolidation nor merger of the corporation with or into any
other corporation, nor a merger of any other corporation into the corporation,
nor the purchase or redemption of all or any part of the outstanding shares of
any class or classes of stock of the corporation, nor the sale or transfer of
properties of the corporation substantially as an entirety, shall be construed
to be a liquidation, dissolution or winding up of the corporation within the
meaning of the foregoing provisions.

              7. BUSINESS COMBINATIONS AND OTHER TRANSACTIONS. The
Corporation shall not effect a merger, consolidation, reorganization,
recapitalization or similar transaction or an exchange of securities with
another party unless, following such merger, consolidation,

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reorganization, recapitalization, similar transaction or exchange of securities,
(i) the Series D Preferred Stock will remain issued and outstanding, or (ii)
provision shall have been made for the issuance to the holders of the Series D
Preferred Stock of another series of preferred stock with powers, preferences
and special rights substantially identical to those of the Series D Preferred
Stock.

              8. VOTING OF SERIES D PREFERRED STOCK. The holders of the
Series D Preferred Stock shall have no right to vote upon any matter except as
shall be affirmatively provided in the Ohio General Corporation Law.


         (b) SERIES E PERPETUAL PREFERRED STOCK. Two-Thousand shares of
preferred stock of the corporation shall be designated "Series E Perpetual
Preferred Stock" and shall have the rights, preferences and entitlements that
follow:

               1. DESIGNATION AND AMOUNT. The shares of such series shall be
designated as Series E Perpetual Preferred Stock (the "Series E Preferred
Stock"), which shall be a closed series consisting of 2,000 shares of cumulative
perpetual preferred stock. The number of authorized shares of Series E Preferred
Stock may not be increased or decreased. Each share of the Series E Preferred
Stock shall have a stated value of $1,000 per share (the "Series E Stated
Value").

               2. DIVIDENDS.

                      (i) Entitlement. The holders of Series E Preferred
Stock shall be entitled to receive, as and when declared payable by the Board of
Directors from funds of the corporation legally available for the payment
thereof, cumulative preferred dividends in lawful money of the United States of
America at the applicable rate fixed and determined as herein authorized, and no
more, payable quarterly on the last day of each March, June, September, and
December (the "Series E Dividend Payment Dates") in each year with respect to
the quarterly period beginning on the first day of each calendar quarter and
ending on each such respective payment date (the "Series E Dividend Period") to
shareholders of record on a date, to be fixed by the Board of Directors, not
exceeding forty (40) days preceding each Series E Dividend Payment Date.
Accumulations of dividends shall not bear interest. The initial dividend payment
for Series E Preferred Stock will accrue from the date such series is issued and
will be payable on the first Series E Dividend Payment Date following such date.
The annual rate of preferred dividends on each share of Series E Preferred Stock
shall be the product of the applicable Series E Dividend Rate (as hereinafter
described) and the Series E Stated Value, payable in quarterly installments,
provided, however, that if any change in the Series E Dividend Rate shall occur
the dividends payable for that part of the Series E Dividend Period occurring
prior to such change shall be payable on the basis of the Series E Dividend Rate
in effect prior to such change and the dividends payable for that part of the
Series E Dividend Period from and after such change shall be payable on the
basis of the Series E Dividend Rate then becoming effective and such
determination shall be made on the basis of a thirty (30) day month and a three
hundred and sixty (360) day year.


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<PAGE>   11

                      (ii) Series E Dividend Rate. The rate of preferred
dividends per share of the Series E Preferred Stock per annum based on the
Series E Stated Value (the "Series E Dividend Rate") shall be eight percent
(8%).

                      (iii) Cumulative and Perpetual. Dividends payable on
account of the Series C Preferred Stock shall be cumulative and shall be paid,
from funds of the corporation legally available for the payment thereof, so long
as any shares of the Series E Preferred Stock are outstanding.

                      (iv) Restrictions on Dividend Payments. All shares
of the Common Stock and each series of Preferred Stock shall rank junior to the
Series E Preferred Stock as to dividends, except that the Series D Preferred
Stock shall rank senior to the Series E Preferred Stock as to dividends.

         So long as any shares of the Series E Preferred Stock remain
outstanding, no dividend shall be paid or declared, or declared and set apart
for payment, or other distribution made, on the shares of any class of stock
ranking, as to dividend rights, junior to the Series E Preferred Stock, nor
shall any shares of any class of stock (or series thereof) of the corporation
ranking, as to dividend rights, junior to, or on a parity with, the Series E
Preferred Stock, be purchased, redeemed or otherwise acquired for value by the
corporation, unless dividends on the Series E Preferred Stock shall have been
declared and paid, or declared and set apart for payment, for all past Series E
Dividend Periods ending immediately prior to the date on which such dividend,
distribution, purchase, redemption or acquisition is to occur and the then
current Series E Dividend Period; provided, however, that the foregoing
restrictions shall not apply (a) to the declaration and payment, on shares
ranking junior to the Series E Preferred Stock as to dividend rights, of
dividends payable solely in shares of stock of any class of shares ranking
junior to the Series E Preferred Stock as to dividend rights or, (b) to the
acquisition of any shares ranking junior to, or on a parity with, the Series E
Preferred Stock as to dividend rights through application of the proceeds of the
issue and sale of any class of any shares ranking junior to, or on a parity,
with the Series E Preferred Stock as to dividend rights sold at or about the
time of such acquisition. No dividends shall be paid or declared, or declared
and set apart for payment, or other distribution made on any shares of any class
of stock (or series thereof) of the corporation ranking, as to dividend rights,
on a parity with the Series E Preferred Stock for any dividend period unless, at
the same time, a like proportion of dividends for the same or similar dividend
period, ratably in proportion to the respective annual dividend rate fixed
therefor, shall be paid or declared, or declared and set apart for payment, on
all shares of Series E Preferred Stock.

             3. STATUS OF REACQUIRED SHARES. The corporation shall retire
any of the shares of the Series E Preferred Stock that are converted into cash
pursuant to Paragraph (2)(b)5., or that it repurchases or otherwise acquires,
and such shares shall not be reissued as shares of Series E Preferred Stock but
shall revert to authorized but unissued shares of Preferred Stock and may be
reissued as shares of a different series of Preferred Stock in any future
designation by the Board of Directors.

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<PAGE>   12

             4. RESTRICTION ON ISSUANCE OF ADDITIONAL PREFERRED STOCK. So
long as any shares of the Series E Preferred Stock are outstanding, the
corporation shall not issue any securities ranking senior to, or on a parity
with, the Series E Preferred Stock as to dividend rights or rights upon the
liquidation, dissolution or winding up of the corporation without the prior
approval of the holders of a majority of the Series E Preferred Stock.

             5. CHANGE OF CONTROL. In the event of a Change of Control (as
defined below) of the corporation that is not approved by the holders of a
majority of the outstanding shares of the Series E Preferred Stock and upon the
approval of the holders of a majority of the outstanding shares of Series E
Preferred Stock, the shares of Series E Preferred Stock then outstanding shall
convert into the right to receive a cash payment, effective as of the effective
date of such Change of Control, (the "Change of Control Effective Date"), equal
to the sum of (1) the value of the consideration exchanged or paid in connection
with the Change of Control for such whole number of shares of Common Stock into
which the shares of Series E Preferred Stock outstanding on the Change of
Control Effective Date would be convertible if such shares were at the time
shares of Series D Preferred Stock, and (2) the amount that would have been
payable in lieu of fractional shares to a holder of such number of shares of
Series D Preferred Stock upon conversion into Common Stock. For purposes of this
Paragraph (2)(b)5. a "Change of Control" shall mean any merger, consolidation,
reorganization, recapitalization or similar transaction, a tender offer by or
exchange of securities with another party, or a combination of the foregoing,
wherein another party or its affiliates shall acquire voting securities of the
corporation which, together with voting securities already owned by such party
or affiliates, exceeds 50% of the voting power of the corporation entitled to
vote in the election of directors of the corporation. Any consideration paid in
a Change of Control other than cash shall be valued for purposes of this
Paragraph (2)(b)5. on the same basis that it was valued in good faith by the
Board of Directors of the corporation in taking any action on or with respect to
the Change of Control.

             6. LIQUIDATION PREFERENCE. In the event of a voluntary or
involuntary liquidation, dissolution or winding up of the corporation, each
holder of the Series E Preferred Stock shall be entitled to receive out of the
assets of the corporation available for distribution to shareholders, after
payment in full of all amounts owing to the holders of all shares of all classes
or series of stock having rights senior to the Series E Preferred Stock upon the
liquidation, dissolution or winding up of the corporation, an amount per share
equal to, but no more than, the Series E Stated Value per share of each share of
Series E Preferred Stock, including all accrued and unpaid dividends whether or
not declared, to and including the date of the voluntary or involuntary
liquidation, dissolution or winding up of the corporation. Until payment to the
holders of the Series E Preferred Stock of all amounts owing as aforesaid, or
until money or other assets sufficient for such payment shall have been set
apart from its other funds and assets for payment by the corporation, for the
account of such holders, so as to be and continue to be available for payment to
such holders, no payment or distribution upon such liquidation, dissolution or
winding up shall be made to holders of shares ranking junior to, or on a parity
with, the Series E Preferred Stock as to rights upon the liquidation,
dissolution or winding up. The Common Stock and each series of Preferred Stock
shall be junior to the Series E Preferred Stock as to rights upon the
liquidation,

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<PAGE>   13



dissolution or liquidation or winding up of the corporation, except that the
Series D Preferred Stock shall be on a parity with the Series E Preferred Stock
with respect to the right to receive payment or distribution upon the
liquidation, dissolution or liquidation or winding up of the corporation. If
upon any such liquidation, dissolution or winding up, the assets of the
corporation available for payment and distribution to shareholders are
insufficient to make payment in full, as hereinabove provided, to the holders of
the Series E Preferred Stock and the holders of all other shares of Preferred
Stock which rank on a parity with the Series E Preferred Stock as to rights upon
the liquidation, dissolution or winding up of the corporation, payment shall be
made to such holders ratably in accordance with the liquidation value of shares
held by them, respectively.

         Neither a consolidation nor merger of the corporation with or into any
other corporation, nor a merger of any other corporation into the corporation,
nor the purchase or redemption of all or any part of the outstanding shares of
any class or classes of stock of the corporation, nor the sale or transfer of
properties of the corporation substantially as an entirety, shall be construed
to be a liquidation, dissolution or winding up of the corporation within the
meaning of the foregoing provisions.

             7. BUSINESS COMBINATIONS AND OTHER TRANSACTIONS. The
Corporation shall not effect a merger, consolidation, reorganization,
recapitalization or similar transaction or an exchange of securities with
another party unless, following such merger, consolidation, reorganization,
recapitalization, similar transaction or exchange of securities, (i) the Series
E Preferred Stock will remain issued and outstanding, (ii) provision shall have
been made for the issuance to the holders of the Series E Preferred Stock of
another series of preferred stock with powers, preferences and special rights
substantially identical to those of the Series E Preferred Stock, or (iii) the
holders of a majority of the outstanding shares of the Series E Preferred Stock
shall have approved the conversion of the outstanding shares of Series E
Preferred Stock into the right to receive a cash payment in accordance with
Paragraph (2)(b)5.

              8. VOTING OF SERIES E PREFERRED STOCK. The holders of the
Series E Preferred Stock shall have no right to vote upon any matter except as
shall be affirmatively provided in the Ohio General Corporation Law.

         (c)      With respect to all other shares of preferred stock of the
corporation:

             1. Each share of the preferred stock shall entitle the holder
thereof to no voting rights, except as otherwise required by law.

             2. The dividend rights of the preferred stock shall be
non-cumulative, except as otherwise provided by the Board of Directors.

             3. The Board of Directors shall have the right to adopt
amendments to these Articles of Incorporation in respect of any unissued or
treasury shares of the preferred stock and thereby fix or change: the division
of such shares into series and the designation and authorized number of shares
of each series; the dividend rate; whether dividend rights shall be cumulative
or non-cumulative; the dates of payment of dividends and the dates from which
they are cumulative; liquidation price; redemption rights and price; sinking
fund requirements, conversion rights and restrictions on the issuance of such
shares or any series thereof; provided

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<PAGE>   14


however, except for the foregoing variations which the Board of Directors are
authorized to fix or change, all of the express terms of different series of
such shares be identical.

         Upon the adoption of any amendment pursuant to the foregoing authority,
a certificate signed by the president or a vice president and by a secretary or
an assistant secretary, containing a copy of the resolution adopting the
amendment and a statement of the manner and basis or its adoption, shall be
accompanied by the fees then required by law, before the corporation shall have
the rights to issue any of such shares."

         IN WITNESS WHEREOF, PAUL L. REYNOLDS, Executive Vice President and
Assistant Secretary of the Corporation, acting for and on behalf of the Board of
Directors, has subscribed his name this ________ day of ________, 2001.


                              ------------------------------------------------
                              Paul L. Reynolds,
                              Executive Vice President and Assistant Secretary



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