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                                                             Exhibit 3(i)



                                    CURRENT
                           ARTICLES OF INCORPORATION
                                   AS AMENDED

                                       OF

                     FIRSTFEDERAL FINANCIAL SERVICES CORP.

         The undersigned, desiring to form a corporation for profit under
Chapter 1701 of the Ohio Revised Code, does hereby certify:

         FIRST: The name of the Corporation is FirstFederal Financial Services
Corp.

         SECOND: The place in Ohio where the principal office of the corporation
is located is 135 E. Liberty Street, in the City of Wooster, Wayne County.

         THIRD: The purpose for which the Corporation is formed is to become a
savings and loan holding company and to engage in any lawful act or activity for
which corporations may be formed under Chapter 1701 of the Ohio Revised Code.

         FOURTH: The aggregate number of shares of all classes of capital stock
which the Corporation has authority to issue is six million shares of which five
million shares are to be shares of common stock, $1.00 par value per share, and
of which one million are to be shares of serial preferred stock, without par
value per share. The shares may be issued by the Corporation from time to time
as approved by the Board of Directors of the Corporation without the approval of
the stockholders except: as otherwise provided in these Articles of
Incorporation. The consideration for the issuance of the shares shall be paid to
or received by the Corporation in full before their issuance and shall not be
less than the par value per share. The consideration for the issuance of the
shares may be paid in whole or in part, in real property, in tangible or
intangible personal property, in labor or services actually performed for the
Corporation or in its formation, or as otherwise permitted by Ohio law. Except
as otherwise permitted by Ohio law, the judgment of the Board of Directors or
the stockholders as the case may be as to the value of such consideration shall
be conclusive. Upon payment of such consideration such shares shall be deemed to
be fully paid and nonassessable. In the case of a stock dividend, the part of
the surplus of the Corporation which is transferred to stated capital upon the
issuance of shares as a stock dividend shall be deemed to be the consideration
for their issuance.



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         A description of the different classes and series (if any) of the
Corporation's capital stock, and a statement of the relative rights, preferences
and limitations of the shares of each class and series (if any) of capital
stock, are as follows:

         A. COMMON STOCK. Except as provided in these Articles of Incorporation,
the holders of the common stock shall exclusively possess all voting power. Each
holder of shares of common stock shall be entitled to one vote for each share
held by such holders. There shall be no cumulative voting rights in the election
of directors.

         Whenever there shall have been paid, or declared and set aside for
payment, to the holders of the outstanding shares of any class of stock having
preference over the common stock as to the payment of dividends, the full amount
of dividends and sinking fund or retirement fund or other retirement payments,
if any, to which such holders are respectively entitled in preference to the
common stock, then dividends may be paid on the common stock and on any class or
series of stock entitled to participate therewith as to dividends, out of any
assets legally available for the payment of dividends, but only when and as
declared by the Board of Directors of the Corporation.

         In the event of any liquidation, dissolution or winding up of the
Corporation, after there shall have been paid, or declared and set aside for
payment, to the holders of the outstanding shares of any class having preference
over the common stock in any such event, the full preferential amounts to which
they are respectively entitled, the holders of the common stock and of any class
or series of stock entitled to participate therewith, in whole or in part, as to
distribution of assets shall be entitled, after payment or provision for payment
of all debts and liabilities of the Corporation, including the payment of all
fees, taxes and other expenses incidental thereto, to receive the remaining
assets of the Corporation available for distribution, in cash or in kind.

         Each share of common stock shall have the same relative rights,
preferences and limitations as, and shall be identical in all respects with, all
the other shares of common stock of the Corporation.

         B. SERIAL PREFERRED STOCK. Except as provided in these Articles of
Incorporation, the Board of Directors of the Corporation is authoriZed to
further amend these Articles to provide for the specific terms of serial
preferred stock to be issued in series and to fix and state the rights,
preferences, limitations and relative, participating, optional or other special
rights of the shares of each such series, and the qualifications, limitations or
restrictions thereof. The terms of shares of different series shall be identical
except as to the following rights and preferences, as to which there may be
variations between different series:

         1. the distinctive serial designation and the number of shares
constituting such series; and


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         2. the dividend rates or the amount of dividends to be paid on the
shares of such series, whether dividends shall be cumulative and, if so, from
which date or dates, the payment date or dates for dividends, and the
participating or other special rights, if any, with respect to dividends; and

         3. whether the shares of such series shall be redeemable and, if so,
the price or prices at which, and the terms and conditions upon which such
shares may be redeemed; and

         4. the amount or amounts payable upon the shares of such series in the
event of voluntary or involuntary liquidation, dissolution or winding up of the
Corporation; and

         5. whether the shares of such series shall be entitled to the benefits
of a sinking or retirement fund to be applied to the purchase or redemption of
such shares, and, if so entitled, the amount of such fund and the manner of its
application, including the price or prices at which such shares may be redeemed
or purchased through the application of such funds; and

         6. whether the shares of such series shall be convertible into, or
exchangeable for, shares of any other class or classes or any other series of
the same or any other class or classes of stock of the Corporation and, if so
convertible or exchangeable, the conversion price or prices, or the rate or
rates of exchange, and the adjustments thereof, if any, at which such conversion
or exchange may be made, and any other terms and conditions of such conversion
or exchange; and

         7. restrictions, if any, on the issuance of shares of the same series
or any other class or series; and

         8. any other designations, preferences, limitations or rights that are
now or hereafter permitted by the laws of the State of Ohio and are not
inconsistent with the provisions of this Paragraph B.

         Each share of each series of serial preferred stock shall have the same
relative rights, preferences and limitations as, and shall be identical in all
respects with, all the other shares of capital stock of the Corporation of the
same series.

         FIFTH: The Corporation shall indemnify to the full extent then
permitted by law a director or a former director, and may, at the discretion of
the Board of Directors, indemnify to the full extent then permitted by law, an
officer or employee or former officer or employee, against expenses actually and
reasonably incurred by him in connection with the defense of any pending or
threatened action, suit, or proceeding, criminal or civil, to which he is or
may be made a party by reason of being or having been such director, officer or
employee.


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        The Corporation may, to the full extent then permitted by law, purchase
and maintain insurance on behalf of or for any person described above against
any liability asserted against and incurred by any such person in any such
capacity or arising out of his status as such, whether or not the corporation
would have the power to indemnify such person against such liability.

        SIXTH: No stockholder of the Corporation shall have, as a matter of
right, the pre-emptive right to purchase or subscribe for shares of any class,
now or hereafter authorized, or to purchase or subscribe for securities or other
obligations convertible into or exchangeable for such shares or which by
warrants or otherwise entitle the holders thereof to subscribe for or purchase
any such shares.

        SEVENTH: The Corporation may from time to time, pursuant to
authorization by the Board of Directors of the Corporation and without action by
the stockholders, purchase or otherwise acquire shares of any class, bonds,
debentures, notes, scrip, warrants, obligations, evidences of indebtedness, or
other securities of the Corporation in such manner, upon such terms, and in such
amounts as the Board of Directors shall determine.

        EIGHTH: A. Notwithstanding any other provision of these Articles or the
Code of Regulations of the Corporation, any action required to be taken or which
may be taken at any annual or special meeting of stockholders of the Corporation
may be taken without a meeting, if a consent in writing, setting forth the
action so taken, shall be signed by all of the shareholders of the Corporation
entitled to vote thereon.

        B. Special meetings of the stockholders of the Corporation for any
purpose or purposes may be called at any time by the chairman of the Board, the
president, the Board of Directors by action at a meeting or a majority of the
Board of Directors acting without a meeting, and shall be called by the chairman
of the Board, the president, or the secretary upon the written request of the
holders of 50% of all the shares outstanding and entitled to vote at the
meeting. Such written request shall state the purpose or purposes of the meeting
and shall be delivered at the principal executive office of the Corporation
addressed to the president or the secretary.

        C. Meeting of stockholders may be held within or without the State of
Ohio, as the Code of Regulations may provide.


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        NINTH: The number of directors of the Corporation shall be such number,
not less than 6 nor more than 15 (exclusive of directors, if any, to be elected
by holders of preferred stock of the Corporation, voting separately as a class),
as shall be provided from time to time by the Board of Directors, provided that
no decrease in the number of directors shall have the effect of shortening the
term of any incumbent director, and provided further that no action shall be
taken to decrease or increase the number of directors from time to time unless
at least two-thirds of the directors then in office shall concur in said action.
Vacancies in the Board of Directors of the Corporation and newly created
directorships shall be filled by a vote of two-thirds of the directors then in
office, whether or not a quorum, and any director so chosen shall hold office
for a term expiring at the annual meeting of stockholders at which the term of
the class to which the director has been chosen expires and when the director's
successor is elected and qualified. Directors shall be required to own at least
100 shares of the Corporation's common stock. Directors need not be residents of
any particular state, country or other jurisdiction.

        The Board of Directors of the Corporation shall be divided into two
classes if the Board of Directors consists of eight or fewer members, or into
three classes if the Board of Directors consists of nine or more members. Such
classes shall be as nearly equal in number as the then total number of directors
constituting the entire Board of Directors shall permit, and shall consist of no
fewer than three members each. The Board of Directors of the Corporation shall
initially consist of eight members, who shall be divided into two classes.
Should the number of directorships be increased to nine or more, the directors
of the Corporation shall be divided into three classes: the first class, the
second class and the third class. Each director shall serve for a term ending on
the third annual meeting following the annual meeting at which such director was
elected; provided, however, that the directors first elected to the first class
shall serve for a term ending upon the election of directors at the first annual
meeting next following the end of the fiscal year ending December 31, 1989, and
the directors first elected to the second class shall serve for a term ending
upon the election of directors at the second annual meeting next following the
end of the fiscal year ending December 31, 1990, and the directors first elected
to the third class shall serve for a term ending upon the election of directors
at the third annual meeting next following the end of the fiscal year ending
December 31, 1991. Thereafter at each annual meeting of stockholders, directors
of classes the terms of which expire at such annual meeting shall be elected for
terms of three years. If the number of classes of directors has been increased
or decreased in the year prior to an annual meeting of stockholders, the terms
of the directors who are to be elected at such annual meeting shall be
determined by resolution of the Board of Directors. A director whose term shall
expire at any annual meeting shall continue to serve until such time as his
successor shall have been duly elected and shall have qualified unless his
position on the Board of Directors shall have been abolished by action taken to
reduce the size of the Board of Directors prior to said meeting.


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        Should the number of directors of the Corporation be increased, the
directorship(s) added shall be allocated among classes as appropriate so that
the number of directors in each class is as specified in the immediately
preceding paragraph. Should the number of directors of the Corporation be
reduced, the directorship(s) eliminated shall be allocated among the classes as
appropriate so that the number of directors in each class is as specified in the
immediately preceding paragraph. The Board of Directors shall designate, by the
name of the incumbent, the position to be abolished.

        The Board of Directors of the Corporation shall be divided into two
classes if the Board of Directors consists of eight or fewer members, or into
three classes if the Board of Directors consists of nine or more members. Such
classes shall be as nearly equal in number as the then total number of directors
constituting the entire Board of Directors shall permit, and shall consist of no
fewer than three members each. The Board of Directors of the Corporation shall
initially consist of eight members, who shall be divided into two classes.
Should the number of directorships be increased to nine or more prior to the
first annual meeting of stockholders of the Corporation, at the first annual
meeting of stockholders, directors of the first class shall be elected to hold
office for a term expiring at the first annual meeting thereafter, directors of
the second class shall be elected to hold office for a term expiring at the
second annual meeting thereafter and directors of the third class shall be
elected to hold office for a term expiring at the third annual meeting
thereafter. Thereafter, at each annual meeting of stockholders, directors of
classes the terms of which expire at such annual meeting shall be elected for
terms of three years. If the number of classes of directors has been increased
or decreased in the year prior to an annual meeting of stockholders, the terms
of the directors who are to be elected at such annual meeting shall be
determined by resolution of the Board of Directors. A director whose term shall
expire at any annual meeting shall continue to serve until such time as his
successor shall have been duly elected and shall have qualified unless his
position on the Board of Directors shall have been abolished by action taken to
reduce the size of the Board of Directors prior to said meeting.

        Should the number of directors of the Corporation be increased, the
directorship(s) added shall be allocated among classes as appropriate so that
the number of directors in each class is as specified in the immediately
preceding paragraph, provided that, should the number of the directorships be
increased to nine or more, the Board of Directors shall be divided into three
classes. Should the number of directors of the Corporation be reduced the
directorship(s) eliminated shall be allocated among the classes as appropriate
so that the number of directors in each class is as specified in the immediately
preceding paragraph. The Board of Directors shall designate, by the name of the
incumbent, the position to be abolished. Notwithstanding the foregoing, no
decrease in the number of directors shall have the effect of shortening the term
of any incumbent director.

        TENTH: Notwithstanding any other provision of these Articles or the Code
of Regulations of the Corporation, no director may be removed except for cause,
and then, any director, all the directors of a particular class or the entire
Board of Directors


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of the Corporation may be removed only by the affirmative vote of the holders of
a majority of the outstanding shares of capital stock of the Corporation
entitled to vote generally in the election of directors (considered for this
purpose as one class) cast at a meeting of the stockholders called for that
purpose. In the case of a removal of a director by the stockholders, a new
director may be elected at the same meeting of stockholders to hold office for
the remainder of the term of the removed director. Failure by the stockholders
to fill the unexpired term of a removed director at such meeting of stockholders
shall be deemed to create a vacancy in the board of directors, which shall be
filled by the Board of Directors as provided in Article Ninth.

        ELEVENTH: The provisions of this Article Eleventh shall become effective
upon First Federal Savings and Loan Association of Wooster (the "Association")
becoming a majority-owned subsidiary of the Corporation. In the event that
thereafter the Association (or any successor institution) ceases to be a
majority-owned subsidiary of the Corporation, this Article Eleventh shall
thereupon cease to be effective.

              Subsection 1. Restrictions on Acquisitions of Control and Offers
                            to Acquire Control.

                  For a period of five years from the effective date of the
              conversion of First Federal Savings and Loan Association of
              Wooster from mutual to stock form, no Person (as defined in
              Article Twelfth hereof) shall, directly or indirectly, acquire
              Control of the Corporation, or make any Offer to acquire Control
              of the Corporation, unless such acquisition or Offer has received
              the prior approval of at least two-thirds of the directors then in
              office at a duly constituted meeting of the board of directors of
              the Corporation called for such purpose. The terms "Control" and
              "Offer" as used in this Article Eleventh are defined in Subsection
              4 hereof. The term "Person" as used in this Article Eleventh is
              defined in Article Twelfth hereof.

              Subsection 2.   Regulatory Approval Required for Acquisition of 
                              Control at any Time.

                  No Person shall, directly or indirectly, acquire Control of
              the Corporation at any time without obtaining prior thereto all
              federal regulatory approvals required under the Change in Savings
              and Loan Control Act (the "Control Act") and the Savings and Loan
              Holding Company Act (the "Holding Company Act"), or any successor
              provisions of law, and in the manner provided by all applicable
              regulations of the Federal Savings and Loan Insurance Corporation
              (the "FSLIC"). In the event that Control is acquired without
              obtaining all such regulatory approvals, such acquisition shall
              constitute a violation of this Article Eleventh and the
              Corporation shall be entitled to institute an action to enforce
              this Article Eleventh. The term "Voting Shares" as used in this
              Article Eleventh is defined in Article Twelfth hereof.


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Subsection 3.  Excess Shares.

        In the event that Control of the Corporation is acquired in violation of
this Article Eleventh, all Voting Shares owned by the Person so acquiring
Control in excess of the number of shares the beneficial ownership of which is
deemed under Subsection 4 hereof to confer Control of the Corporation shall be
considered from and after the date of their acquisition by such Person to be
"excess shares" for purposes of this Article Eleventh. Such excess shares shall
thereafter no longer (i) be entitled to vote on any matter, (ii) be entitled to
take other stockholder action, (iii) be entitled to be counted in determining
the total number of outstanding shares for purposes of any matter involving
stockholder action, or (iv) be entitled to receive dividends thereon. The board
of directors shall have the right to appoint an independent trustee for the
purpose of having such excess shares sold on the open market or otherwise. The
proceeds from the sale by the trustee of such excess shares shall be paid (i)
first, to the trustee in an amount equal to the trustee's reasonable fees and
expenses, (ii) second, to the beneficial owner of such excess shares in an
amount up to such owner's federal income tax basis in such excess shares, and
(iii) third, to the Corporation as to any remaining balance.

Subsection 4.  Certain Definitions.

        For purposes of this Article Eleventh the following terms shall be
defined as follows:

                (A) The term "Control" shall mean the sole or shared power to
        vote or to direct the voting of, or to dispose or to direct the
        disposition of, ten percent or more of the Voting Shares; provided, that
        the solicitation, holding and voting of proxies obtained by the board of
        directors of the Corporation pursuant to a solicitation under Regulation
        14A of the General Rules and Regulations under the Exchange Act shall
        not constitute "Control."

                (B) The term "Offer" shall mean every offer to buy or acquire,
        solicitation of an offer to sell, tender offer for, or request or
        invitation for tender of, Voting Shares.


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        Subsection 5.   Inapplicability to Public Offering or Employee Stock 
                        Benefit Plans.

                This Article Eleventh shall not apply to an acquisition or Offer
        to acquire securities of the Corporation (i) by underwriters in
        connection with a public offering of such securities, or (ii) by an
        employee stock purchase plan or other employee benefit plan of the
        Corporation or any of its subsidiaries.

        Subsection 6.  References to FSLIC.

                In the event that the accounts of the Association (or any
        successor institution) become insured by the Federal Deposit Insurance
        Corporation ("FDIC") in lieu of the FSLIC, all references in this
        Article Eleventh to the FSLIC shall be deemed to refer to the FDIC, and
        related references to the Control Act and the Holding Company Act shall
        be deemed to be references to applicable statutes relating to banks the
        accounts of which are insured by the FDIC.

TWELFTH:

        Subsection 1.  Rights of Stockholders.

                The affirmative vote of the holders of two-thirds or more of the
        outstanding Voting Shares, voting as a single class, shall be required
        for the approval or authorization of any Business Combination, provided,
        however, that the two-thirds voting requirement shall not be applicable
        and such Business Combination shall be approved by the vote required by
        law or by any other provision of these Articles of Incorporation if
        either:

                (1) The Business Combination is approved by the board of
        directors of the Corporation by the affirmative vote of at least
        two-thirds of the Continuing Directors, or

                (2) All of the following conditions are satisfied:

                      (a) The aggregate amount of the cash and the fair market
                value (as determined by two-thirds of the Continuing Directors)
                of the property, securities or other consideration to be
                received per share of capital stock of the Corporation in the
                Business Combination by the holders of capital stock of the
                Corporation, other than the Related Person involved in the
                Business Combination, shall not be less than the highest of (i)
                the highest per share price (including brokerage commissions,
                soliciting dealers' fees, and dealer-management


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                compensation, and with appropriate adjustments for
                recapitalizations, stock splits, stock dividends and like
                transactions and distributions) paid by such Related Person in
                acquiring any of its holdings of such class or series of capital
                stock, (ii) the highest per share Market Value of such class or
                series of capital stock within the 12- month period immediately
                preceding the date the proposal for such Business Combination
                was first publicly announced or (iii) the book value per share
                of such class or series of capital stock, determined in
                accordance with generally accepted accounting principles, as of
                the last day of the month immediately preceding the date the
                proposal for such Business Combination was first publicly
                announced; and

                      (b) The consideration to be received in such Business
                Combination by holders of capital stock other than the Related
                Person involved shall, except to the extent that a stockholder
                agrees otherwise as to all or part of the shares which he or she
                owns, be in the same form and of the same kind as the
                consideration paid by the Related Person in acquiring capital
                stock already owned by it, provided, however, if the Related
                Person has paid for shares of capital stock with varying forms
                of consideration, the form of consideration for shares of
                capital stock acquired in the Business Combination by the
                Related Person shall be either cash or the form used to acquire
                the largest number of shares of capital stock previously
                acquired by it; and

                      (c) A proxy statement responsive to the requirements of
                the Securities Exchange Act of 1934, as amended (the "Exchange
                Act") and regulations promulgated thereunder, whether or not the
                Corporation is then subject to such requirements, shall be
                mailed to the stockholders of the Corporation for the purpose of
                soliciting stockholder approval of such Business Combination and
                shall contain in a prominent place at the front thereof (i) any
                recommendations as to the advisability (or inadvisability) of
                the Business Combination which the Continuing Directors may
                choose to state, and (ii) the opinion of a reputable investment
                banking firm selected by the Continuing Directors as to the
                fairness of the terms of such Business Combination, from a
                financial point of view, to the public stockholders (other than
                the Related Person) of the Corporation.


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         Subsection 2. Definitions and Terms.

                (1) Definitions.

                For purposes of this Article Twelfth, the following terms shall
         be defined as follows:

                    (a) The term "Business Combination" shall mean (i) any
                merger or consolidation of the Corporation or a Subsidiary with
                a Related Person, (ii) any sale, lease, exchange, mortgage,
                pledge, transfer or other disposition, in a single transaction
                or series of related transactions, other than in the ordinary
                course of business (as deter- mined by two-thirds of the
                Continuing Directors) to or with a Related Person of any assets
                of the Corporation or a Subsidiary having an aggregate fair
                market value (as determined by two-thirds of the Continuing
                Directors) of $750,000 or more, (iii) the issuance or transfer
                by the Corporation of any Voting Shares or securities
                convertible into such shares (other than by way of pro rata
                distribution to all stockholders) to a Related Person, (iv)
                any recapitalization, merger or consolidation that would have
                the effect of increasing the voting power of a Related Person,
                (v) the adoption of any plan or proposal for the liquidation or
                dissolution of the Corporation or a Subsidiary proposed,
                directly or indirectly, by or on behalf of a Related Person,
                (vi) any merger or consolidation of the Corporation with another
                Person proposed, directly or indirectly, by or on behalf of a
                Related Person unless the entity surviving or resulting from
                such merger or consolidation has a provision in its certificate
                or articles of incorporation, charter or similar governing
                instrument, which is substantially identical to this Article
                Twelfth, and (vii) any agreement, contract or other arrangement
                or understanding providing, directly or indirectly, for any of
                the transactions described in this Subsection 2(1)(a).

                    (b) The term "Related Person" shall mean any individual,
                partnership, corporation, trust or other Person which, together
                with its "affiliates" and "associates," as defined in Rule 12b-2
                of the General Rules and Regulations under the Exchange Act as
                in effect on February 1, 1989, and together with any other
                individual, partnership, corporation, trust or other Person with
                which it or they have any agreement, contract or other
                arrangement or understanding with respect to acquiring, holding,
                voting or disposing of Voting Shares, "beneficially owns"
                (within the meaning of Rule


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                13d-3 under the Exchange Act as in effect on said date) an
                aggregate of ten percent or more of the outstanding Voting
                Shares of the Corporation. A Related Person, its affiliates and
                associates and all such other individuals, partnerships,
                corporations and other Persons with whom it or they have any
                such agreement, contract or other arrangement or understanding
                shall be deemed a single Related Person for purposes of this
                Article Twelfth, provided, however, that the members of the
                board of directors of the Corporation shall not be deemed to be
                associates or otherwise to constitute a Related Person solely by
                reason of their board membership. A person who is a Related
                Person as of either (i) the time any definitive agreement
                relating to a Business Combination is entered into, or (ii) the
                record date for the determination of stockholders entitled to
                notice of and to vote on a Business Combination, or (iii)
                immediately prior to the consummation of a Business Combination
                shall be deemed a Related Person for purposes of this Article
                Twelfth.

                    (c) The term "Continuing Director" shall mean any member of
                the board of directors of the Corporation who is unaffiliated
                with the Related Person referred to in Subsection 2(1)(a) of
                this Article Twelfth and was a member of the board of directors
                prior to the time that such Related Person became a Related
                Person, and any successor of a Continuing Director who is
                unaffiliated with such Related Person and is recommended to
                succeed a Continuing Director by a majority of the Continuing
                Directors.

                    (d) The term "Person" shall have the same meaning as defined
                by Section 408 (a) (1) (G) of the National Housing Act as in
                effect on February 1, 1989 .

                    (e) The term "Subsidiary" shall mean any corporation or
                other entity of which the Person in question owns directly or
                indirectly, not less than 50 percent of any class of equity
                securities.

                    (f) The term "Voting Shares" shall mean any outstanding
                shares of capital stock of the Corporation entitled to vote
                generally in the election of directors.

                    (g) The term "Entire Board of Directors" shall mean the
                total number of directors which the Corporation would have if
                there were no vacancies.


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                    (h) The term "Market Value" shall mean the average of the
                high and low quoted sales price on the date in question (or, if
                there is no reported sale on such date, on the last preceding
                date on which any reported sale occurred) of a share on the
                Composite Tape for the New York Stock Exchange-- Listed Stocks,
                or, if the shares are not listed or admitted to trading on such
                Exchange, on the principal United States securities exchange
                registered under the Exchange Act on which the shares are listed
                or admitted to trading, or, if the shares are not listed or
                admitted to trading on any such exchange, the mean between the
                closing high bid and low asked quotations with respect to a
                share on such date as quoted on the National Association of
                Securities Dealers Automated Quotations System, or any similar
                system then in use, or, if no such quotations are available, the
                fair market value on such date of a share as two-thirds of the
                Continuing Directors shall determine.

               (2)  Certain Determinations.

                    (a) A Related Person shall be deemed for purposes of this
                Article Twelfth to have acquired a share of the Corporation at
                the time when such Related person became the beneficial owner
                thereof. With respect to shares owned by affiliates, associates
                or other Persons whose ownership is attributed to a Related
                Person under the foregoing definition of Related Person, if the
                price paid by such Related Person for such shares is not
                determinable, the price so paid shall be deemed to be the higher
                of (i) the price paid upon acquisition thereof by the affiliate,
                associate or other Person or (ii) the Market Value of the shares
                in question (as determined by two-thirds of the Continuing
                Directors) at the time when the Related Person became the
                beneficial owner thereof.

                    (b) For purposes of Subsection 1(2) (a) of this Article
                Twelfth, in the event of a Business Combination upon
                consummation of which the Corporation would be the surviving
                corporation or would continue to exist (unless it is provided,
                contemplated or intended that as part of such Business
                Combination a plan of liquidation or dissolution of the
                Corporation will be effected), the term "other consideration to
                be received" shall include (with- out limitation) common stock
                or other capital stock of the Corporation retained by
                stockholders of the Corporation (other than Related Persons who
                are parties to such Business Combination).





                                      -13-
<PAGE>   14


                   (3)  Fiduciary obligations.

                    Nothing contained in this Article Twelfth shall be construed
                to relieve any Related Person from any fiduciary obligation
                imposed by law.

         Subsection 3.  Amendment and Repeal.

                Notwithstanding any other provision of these Articles of
         Incorporation or the Code of Regulations of the Corporation (and
         notwithstanding the fact that a lessor percentage may be permitted by
         law) any amendment, addition, alteration, change or repeal of this
         Article Twelfth, or any other amendment of these Articles of
         Incorporation or Code of Regulations of the Corporation inconsistent
         with or modifying or permitting circumvention of this Article Twelfth,
         must first be proposed by the board of directors of the Corporation,
         upon the affirmative vote of at least two-thirds of the directors then
         in office at a duly constituted meeting of the board of directors
         called expressly for such purpose, and thereafter approved by the
         affirmative vote of the holders of at least two-thirds of the then
         outstanding Voting Shares of the Corporation, voting as a single class;
         provided, however, that this Subsection 3 shall not apply to, and such
         two-thirds vote shall not be required for, any such amendment,
         addition, alteration, change or repeal recommended to stockholders of
         the Corporation by the affirmative vote of not less than two-thirds of
         the Continuing Directors. For the purposes of this Subsection 3 only,
         if at the time when any such amendment, addition, alteration, change or
         repeal is under consideration there is no proposed Business
         Combination, the term "Continuing Directors" shall be deemed to mean
         the Entire Board of Directors.

         THIRTEENTH: Subject to the provision of Article Twelfth the vote
required to adopt an agreement of merger or consolidation at a meeting of
stockholders called for such purpose shall be the affirmative vote of the
holders of not less than a majority of the outstanding shares of capital stock
of the Corporation entitled to vote generally in the election of directors.

         FOURTEENTH: The Code of Regulations may be made, repealed, altered,
amended or rescinded by the stockholders of the Corporation by the vote of the
holders of not less than a majority of the voting power of the Corporation
entitled to vote at a meeting of stockholders called for that purpose.

         FIFTEENTH: The Corporation reserves the right to repeal, alter, amend
or rescind any provision contained in these Articles in the manner now or
hereafter prescribed by law upon the affirmative vote of at least a majority of
the voting power of the Corporation, and all rights conferred on stockholders
herein are granted subject to this reservation. Notwithstanding the foregoing,
the provisions of Articles Eighth, Ninth, Tenth, Eleventh


                                      -14-
<PAGE>   15

and Twelfth and this Article Fifteenth of these Articles may not be repealed,
replaced, altered, amended or rescinded in any respect unless the same is
approved by the affirmative vote of the holders of not less than two-thirds of
the voting power of the Corporation entitled to vote at a meeting of
stockholders called for that purpose (provided that notice of such proposed
adoption, repeal, replacement, alteration, amendment or rescission is included
in the notice of such meeting) .

        IN WITNESS WHEREOF, the undersigned hereby declares and certifies that
this is his act and deed and the facts herein stated are true, and accordingly
has signed hereunto his name this 16th day of February, 1989.


                                        /s/ Richard E. Herald
                                        --------------------------------------
                                        Richard E. Herald, Incorporator


                                      -15-
<PAGE>   16




                      FIRSTFEDERAL FINANCIAL SERVICES CORP

                         BOARD OF DIRECTORS RESOLUTIONS

                            SECRETARIAL CERTIFICATE

        Gary G. Clark, President and L. Dwight Douce, Secretary of FirstFederal
Financial Services Corp, an Ohio corporation with its principal office in
Wooster, Wayne County, Ohio (the "Corporation") do hereby certify that they are
respectively President and Secretary of the Corporation and that a meeting of
the Board of Directors of the Corporation was held on August 5, 1992 and that
the following resolution to amend the Articles of Incorporation of the
Corporation was adopted by the Board of Directors of the Corporation pursuant to
the authority of Section 1701.70(B) (1) and 1701.73 (A) of the Ohio Revised Code
and that such resolution was adopted by the affirmative vote of not less than a
majority of the shares of the Corporation entitled to vote thereon at a special
meeting of stockholders of the Corporation on September 30, 1992, at which a
quorum was present and acting throughout.

        RESOLVED, the Board of Directors believes that it is in the best
interest of the Corporation and its shareholders to submit to its shareholders
for approval at a Special Meeting, and directs management to do so, the
following proposed amendments to the Corporation's Articles of Incorporation:

        FIRST: That the first sentence of Article FOURTH is hereby amended to
read in its entirety as follows:

                FOURTH: The aggregate number of shares of all classes of capital
        stock which the corporation has authority to issue is six million five
        hundred thousand shares of which five million shares are to be shares of
        common stock, $1.00 par value per share, and of which one million five
        hundred thousand are to be shares of serial preferred stock, without par
        value per share.

        SECOND: That Article Fourth is hereby amended by deleting Division B in
its entirety and substituting therefor the following:

        B. SERIAL PREFERRED STOCK. The Serial Preferred Stock shall have the
following express terms:

        Section 1. SERIES. The Serial Preferred Stock may be issued from time to
time in one or more series. All shares of Serial Preferred Stock shall be of
equal rank and shall be identical, except in respect of the matters that may be
fixed by the Board of Directors as hereinafter provided, and each share of a
series shall be identical with all other shares of such services, 



<PAGE>   17



except as to the dates from which dividends shall accrue and be cumulative.
Subject to the provisions of Section 2 through 6, inclusive, of this Division,
which provisions shall apply to all Serial Preferred Stock, the Board of
Directors hereby is authorized to cause such shares to be issued in one or more
series and with respect to each such series to determine and fix prior to the
issuance thereof (and thereafter, to the extent provided in clause (b) of this
Section) those rights, preferences and terms that may be fixed by the Board of
Directors, including the following:

                (a) The designation of the series, which may be by
        distinguishing number, letter or title;

                (b) The authorized number of shares of the series, which number
        the Board of Directors may (except where otherwise provided in the
        creation of the series) increase or decrease from time to time before or
        after the issuance thereof (but not below the number of shares thereof
        then outstanding);

                (c) The dividend rate or rates of the series;

                (d) The dates on which and the period or periods for which
        dividends, if declared, shall be payable and the date or dates from
        which dividends shall accrue and be cumulative;

                (e) The redemption rights and price or prices, if any, for
        shares of the series;

                (f) The terms and amount of the sinking fund, if any, for the
        purchase or redemption of shares of the series;

                (g) The amounts payable on shares of the series in the event of
        any voluntary or involuntary liquidation, dissolution or winding up of
        the affairs of the Corporation;

                (h) Whether the shares of the series shall be convertible into
        Common Stock or shares of any other class and, if so, the conversion
        rate or rates or price or prices, any adjustments thereof and all other
        terms and conditions upon which such conversion may be made; and

                (i) Restrictions (in addition to those set forth in Section 5(b)
        of this Division) on the issuance of shares of the same series or of any
        other class or series.

                The Board of Directors is authorized to adopt from time to time
amendments to the Articles of Incorporation fixing, with respect to each such
series, the matters described in clauses (a) through (i), inclusive, of this
Section and is further authorized to take such actions to amend the Articles of
Incorporation as may be required or permitted by law.



                                      -2-
<PAGE>   18


        Section 2.  Dividends.
                    ---------

        (a) The holders of Serial Preferred Stock of each series, in preference
to the holders of Common Stock and of any other class of shares ranking junior
to the Serial Preferred Stock, shall be entitled to receive out of any funds
legally available for Serial Preferred Stock and when and as declared by the
Board of Directors, dividends in cash at the rate or rates for such series fixed
in accordance with the provisions of Section 1 of this Division and no more,
payable on the dates fixed for such series. Such dividends may accrue and be
cumulative, in the case of shares of a particular series, from and after the
date or dates fixed with respect to such series. No dividends shall be paid upon
or declared or set apart for any series of the Serial Preferred Stock for any
dividend period unless at the same time a like proportionate dividend for the
dividend periods terminating on the same or any earlier date, ratably in
proportion to the respective dividend rates fixed therefor, shall have been paid
upon or declared or set apart for all Serial Preferred Stock of all series then
issued and outstanding and entitled to receive such dividend.

        (b) So long as any Serial Preferred Stock shall be outstanding no
dividend, except a dividend payable in Common Stock or other shares ranking
junior to the Serial Preferred Stock, shall be paid or declared or any
distribution be made, except as aforesaid, in respect of the Common Stock or any
other shares ranking junior to the Serial Preferred Stock, nor shall any Common
Stock or any other shares ranking junior to the Serial Preferred Stock be
purchased, retired or otherwise acquired by the Corporation subsequent to the
date of first issuance of Serial Preferred Stock of any series, unless:

                (1) All accrued and unpaid dividends on Serial Preferred Stock,
        including the full dividends for all current dividend periods, shall
        have been declared and paid or a sum sufficient for payment thereof set
        apart; and

                (2) There shall be no arrearages with respect to the redemption
        of Serial Preferred Stock of any series from any sinking fund provided
        for shares of such series in accordance with the provisions of Section 1
        of this Division .

        Section 3.  Redemption.
                    ----------

        (a) Subject to the express terms of each series and to the provisions of
Section 5(b) (3) of this Division, the Corporation:



                                      -3-
<PAGE>   19



                (1) May, from time to time, at the option of the Board of
        Directors, redeem all or any part of any redeemable series of Serial
        Preferred Stock at the time outstanding at the applicable redemption
        price for such series fixed in accordance with the provisions of Section
        1 of this Division; and

                (2) Shall, from time to time, make such redemptions of each
        series of Serial Preferred Stock as may be required to fulfill the
        requirements of any sinking fund provided for shares of such series at
        the applicable sinking fund redemption price fixed in accordance with
        the provisions of Section 1 of this Division;

and shall in each case pay all accrued and unpaid dividends to the redemption
date.

        (b) (1) Notice of every redemption shall be mailed, postage prepaid, to
        the holders of record of the Serial Preferred Stock to be redeemed at
        their respective addresses then appearing on the books of the
        Corporation, not less than 30 days nor more than 60 days prior to the
        date fixed for such redemption, or such other time prior thereto as the
        Board of Directors shall fix for any series pursuant to Section 1 of
        this Division prior to the issuance thereof. At any time after notice as
        provided above has been deposited in the mail, the Corporation may
        deposit the aggregate redemption price of Serial Preferred Stock to be
        redeemed, together with accrued and unpaid dividends thereon to the
        redemption date, with any bank or trust company having capital and
        surplus of not less than $100,000,000 named in such notice and direct
        that there be paid to the respective holders of the Serial Preferred
        Stock so to be redeemed amounts equal to the redemption price of the
        Serial Preferred Stock so to be redeemed, together with such accrued and
        unpaid dividends thereon, on surrender of the share certificate or
        certificates held by such holders; and upon the deposit of such notice
        in the mail and the making of such deposit of money with such bank or
        trust company, such holders shall cease to be shareholders with respect
        to such shares; and from and after the time such notice shall have been
        so deposited and such deposit of money shall have been so made, such
        holders shall have no rights or claim against the Corporation with
        respect to such shares, except only the right to receive such money from
        such bank or trust company without interest or to exercise before the
        redemption date any unexpired privileges of conversion. In the event
        less than all of the outstanding shares of Serial Preferred Stock are to
        be redeemed, the Corporation shall select by lot the


                                      -4-
<PAGE>   20


        shares so to be redeemed in such manner as shall be prescribed by the
        Board of Directors.

                (2) If the holders of the Serial Preferred Stock which have been
        called for redemption shall not within six years after such deposit
        claim the amount deposited for the redemption thereof, any such bank or
        trust company shall, upon demand, pay over to the Corporation such
        unclaimed amounts and thereupon such bank or trust company and the
        Corporation shall be relieved of all responsibility in respect thereof
        and to such holders.

        (c) Any Serial Preferred Stock which is (1) redeemed by the Corporation
pursuant to the provisions of this Section, (2) purchased and delivered in
satisfaction of any sinking fund requirements provided for shares of such
series, (3) converted in accordance with the express terms thereof, or (4)
otherwise acquired by the Corporation, shall resume the status of authorized but
unissued Serial Preferred Stock without serial designation.

        Section 4. Liquidation.
                   -----------

        (a) (1) In the event of any voluntary or involuntary liquidation,
        dissolution or winding up of the affairs of the Corporation, the holders
        of Serial Preferred Stock of any series shall be entitled to receive in
        full out of the assets of the Corporation, including its capital, before
        any amount shall be paid or distributed among the holders of the Common
        Stock or any other shares ranking junior to the Serial Preferred Stock,
        the amounts fixed with respect to shares of such series in accordance
        with Section 1 of this Division, plus an amount equal to all dividends
        accrued and unpaid thereon to the date of payment of the amount due
        pursuant to such liquidation, dissolution or winding up of the affairs
        of the Corporation. In the event the net assets of the Corporation
        legally available therefor are insufficient to permit the payment upon
        all outstanding shares of Serial Preferred Stock of the full
        preferential amount to which they are respectively entitled, then such
        net assets shall be distributed ratably upon all outstanding shares of
        Serial Preferred Stock in proportion to the full preferential amount to
        which each such share is entitled.

                (2) After payment to the holders of Serial Preferred Stock of
        the full preferential amounts as aforesaid, the holders of Serial
        Preferred Stock, as such, shall have no right or claim to any of the
        remaining assets of the Corporation.


                                      -5-
<PAGE>   21

        (b) The merger or consolidation of the Corporation into or with any
other corporation, the merger of any other corporation into it, or the sale,
lease or conveyance of all or substantially all the assets of the Corporation,
shall not be deemed to be a dissolution, liquidation or winding up for the
purpose of this Section.

Section 5.  Voting Rights.
            -------------

        (a) GENERAL. Except as expressly provided in this Section, or as
otherwise from time to time required by applicable law, the Serial Preferred
Stock shall have no voting rights.

                (1) VOTING RIGHTS UPON DIVIDEND ARREARS. If, and so often as,
        the Corporation shall be in default in the payment of the equivalent of
        the full dividends on any series of Serial Preferred Stock at the time
        outstanding, whether or not earned or declared, for six dividend payment
        periods (whether or not consecutive), which in the aggregate contain at
        least 540 days, the holders of Serial Preferred Stock of all series,
        voting separately as a class, shall be entitled to elect, as herein
        provided, two additional members of the Board of Directors of the
        Corporation; provided however, that the holders of Serial Preferred
        Stock shall not have or exercise such special class voting rights except
        at meetings of such shareholders for the election of directors at which
        the holders of not less than one-third of the outstanding Serial
        Preferred Stock of all series then outstanding are present in person or
        by proxy; and provided further that the special class voting rights
        provided for in this paragraph when the same shall have become vested
        shall remain so vested until all accrued and unpaid dividends on the
        Serial Preferred Stock of all series then outstanding shall have been
        paid, whereupon the holders of Serial Preferred Stock shall be divested
        of their special class voting rights in respect of subsequent elections
        of directors, subject to the revesting of such special class voting
        rights in the event above specified in this paragraph.

                (2) SPECIAL MEETING. In the event of default entitling the
        holders of Serial Preferred Stock to elect two additional directors as
        specified in paragraph (1) of this Section, a special meeting of such
        holders for the purpose of electing such directors shall be called by
        the Secretary of the Corporation upon written request of, or may be
        called by, the holders of record of at least 25% of the shares of Serial
        Preferred Stock of all series at the time outstanding, and notice
        thereof shall be given in the same manner as that required for the
        annual


                                      -6-
<PAGE>   22

        meeting of shareholders; provided, however, that the Corporation shall
        not be required to call such special meeting if the annual meeting of
        shareholders shall be called to be held within 90 days after the date of
        receipt of the foregoing written request from the holders of Serial
        Preferred Stock. At any meeting at which the holders of Serial Preferred
        Stock shall be entitled to elect directors, the holders of one-third of
        the shares of Serial Preferred Stock of all series at the time
        outstanding, present in person or by proxy, shall be sufficient to
        constitute a quorum, and the vote of the holders of a plurality of such
        shares so present at any such meeting at which there shall be such a
        quorum shall be sufficient to elect the members of the Board of
        Directors which the holders of Serial Preferred Stock are entitled to
        elect as herein provided. Notwithstanding any provision of these
        Articles of Incorporation or the Code of Regulations of the Corporation
        or any action taken by the holders of any class of shares fixing the
        number of directors of the Corporation, the two directors who may be
        elected by the holders of Serial Preferred Stock pursuant to this
        Section shall serve in addition to any other directors then in office or
        proposed to be elected otherwise than pursuant to this Section. Nothing
        in this Section shall prevent any change otherwise permitted in the
        total number of directors of the Corporation or require the resignation
        of any director elected otherwise than pursuant to this Section.
        Notwithstanding any classification of the other directors of the
        Corporation, the two directors elected by the holders of Serial
        Preferred Stock shall be elected annually for terms expiring at the next
        succeeding annual meeting of shareholders, subject to subsection (a) (3)
        hereof .

                (3) TERM OF OFFICE; VACANCIES. Upon any divesting of the special
        class voting rights of the holders of the Serial Preferred Stock in
        respect of elections of directors as provided in this Section, the terms
        of office of all directors then in office elected by such holders shall
        terminate immediately thereupon. If the office of any director elected
        by such holders voting as a class becomes vacant by reason of death,
        resignation, removal from office or otherwise, the remaining director
        elected by such holders voting as a class may elect a successor who
        shall hold office for the unexpired term in respect of which such
        vacancy occurred.

        (b) VOTING RIGHTS ON EXTRAORDINARY MATTERS. The affirmative vote or
consent of the holders of at least two- thirds of the shares of the Serial
Preferred Stock at the time outstanding, voting or consenting separately as a
class, given


                                      -7-
<PAGE>   23

in person or by proxy either in writing or at a meeting called for the purpose,
shall be necessary to effect any one or more of the following (but so far as the
holders of Serial Preferred Stock are concerned, such action may be effected
with such vote or consent):

                (1) Any amendment, alteration or repeal, whether by merger,
        consolidation or otherwise, of any of the provisions of the Articles of
        Incorporation or of the Code of Regulations of the Corporation which
        affects materially and adversely the preferences or voting or other
        rights of the holders of Serial Preferred Stock; provided, however,
        neither the amendment of the Articles of Incorporation so as to
        authorize, create or change the authorized or outstanding number of
        Serial Preferred Stock or of any shares ranking on a parity with or
        junior to the Serial Preferred Stock, nor the amendment of the
        provisions of the Code of Regulations so as to change the number of
        directors of the Corporation, shall be deemed to materially and
        adversely affect the preferences or voting or other rights of the
        holders of Serial Preferred Stock; and provided further, that if such
        amendment, alteration or repeal materially and adversely affects the
        preferences or voting or other rights of one or more but not all series
        of Serial Preferred Stock at the time outstanding, the affirmative vote
        or consent of the holders of at least two-thirds of the number of the
        shares at the time outstanding of the series so affected shall be
        required;

                (2) The authorization, creation or the increase in the
        authorized number of any shares, or any security convertible into
        shares, in either case ranking prior to the Serial Preferred Stock; or

                (3) The purchase or redemption (for sinking fund purposes or
        otherwise) of less than all of the shares of the Serial Preferred Stock
        then outstanding except in accordance with a stock purchase offer made
        to all holders of record of Serial Preferred Stock, unless all dividends
        on all Serial Preferred Stock then outstanding for all previous dividend
        periods shall have been declared and paid or funds therefor set apart
        and all accrued sinking fund obligations applicable thereto shall have
        been complied with.

                Notwithstanding anything to the contrary herein, an amendment
        which increases the number of authorized shares of any class or series
        of Preferred Stock or the creation or issuance of other classes or
        series of Preferred Stock, in each case ranking on a parity with or
        junior to the Series A Preferred Stock with respect to the payment


                                      -8-
<PAGE>   24

        of dividends and distribution of assets upon liquidation, dissolution or
        winding up, or substitutes the surviving entity in a merger or
        consolidation for the Corporation, shall not be considered to be such an
        adverse change.

        Section 6. DEFINITIONS. For the purposes of this Division:

                (a) Whenever reference is made to shares "ranking prior to the
        Serial Preferred Stock," such reference shall mean and include all
        shares of the Corporation in respect of which the rights of the holders
        thereof as to the payment of dividends or as to distributions in the
        event of a voluntary or involuntary liquidation, dissolution or winding
        up of the affairs of the Corporation are given preference over the
        rights of the holders of Serial Preferred Stock;

                (b) Whenever reference is made to shares "on a parity with the
        Serial Preferred Shares", such reference shall mean and include all
        other shares of the Corporation in respect of which the rights of the
        holders thereof as to the payment of dividends or as to distributions in
        the event of a voluntary or involuntary liquidation, dissolution or
        winding up of the affairs of the Corporation rank equally (except as to
        the amounts fixed therefor) with the rights of the holders of Serial
        Preferred Stock; and

                (c) Whenever reference is made to shares "ranking junior to the
        Serial Preferred Stock," such reference shall mean and include all
        shares of the Corporation other than those defined under Subsections (a)
        and (b) of this Section as shares "ranking prior to" or "on a parity
        with" the Serial Preferred Stock.

                IN WITNESS WHEREOF, I have hereunto set my hand and affixed the
seal of the Corporation this 1st day of October, 1992.


                                           /s/ Gary G. Clark
                                           ------------------------------
                                           Gary G. Clark
                                           President

[SEAL]

                                           /s/ L. Dwight Douce
                                           ------------------------------
                                           L. Dwight Douce
                                           Secretary


                                      -9-
<PAGE>   25


                      FIRSTFEDERAL FINANCIAL SERVICES CORP

--------------------------------------------------------------------------------

                         Board of Directors Resolutions

                            Secretarial Certificate

--------------------------------------------------------------------------------

                Gary G. Clark, President and L. Dwight Douce, Secretary of
FirstFederal Financial Services Corp, an Ohio corporation with its principal
office in Wooster, Wayne County, Ohio (the "Corporation") do hereby certify that
they are respectively President and Secretary of the Corporation and that
meetings of the Board of Directors of the Corporation were held on August 5,
1992 and September 22, 1992 and that a meeting of the Designated Directors (as
appointed in the August 5, 1992) meeting was held on September 30, 1992 and that
the following resolution to amend the Articles of Incorporation of the
Corporation was adopted by the Board of Directors of the Corporation pursuant to
the authority of Section 1701.70(B)(1) and 1701.73(A) of the Ohio Revised Code
and Section 1 of Division (B) of Article Fourth of the Corporation's Articles of
Incorporation:

                RESOLVED, that the Articles of Incorporation of the Corporation
be and they hereby are amended by adding at the end of Division B of Article
FOURTH thereof a new Section 7 reading as follows:

                Section 7. 7% Cumulative Convertible Preferred Stock, Series A.
        Of the 1,500,000 shares of authorized serial preferred stock, without
        par value, 575,000 shares are hereby designated as a series entitled "
        7% Cumulative Convertible Preferred Stock, Series A" (hereinafter called
        "Series A Preferred Stock") . The Series A Preferred Stock shall have
        the express terms set forth in this Division as being applicable to all
        serial preferred stock as a class and, in addition, the following
        express terms applicable to all Series A Shares as a series of serial
        preferred stock:

        (a)     DIVIDEND RATE. The annual dividend rate of the Series A
                Preferred Stock shall be 7 % of the liquidation preference of
                $25.00 per share.

        (b)     DIVIDEND PAYMENT DATES. Dividends on Series A Preferred Stock
                shall be payable, if declared, quarterly on March 1, June 1,
                September 1 and December 1 of each year, the first quarterly
                dividend being payable, if declared, on December 1, 1992. The
                dividends payable for each full quarterly dividend period on
                each share of Series A Preferred Stock shall be $.4375. 



<PAGE>   26




                Dividends for the initial dividend period on the Series A
                Preferred Stock, or for any period shorter or longer than a full
                dividend period on the Series A Preferred Stock shall be
                computed on the basis of 30-day months and a 360-day year. The
                aggregate dividend payable quarterly to each holder of Series A
                Preferred Stock shall be rounded to the nearest one cent with
                $.005 being rounded upward. Each dividend shall be payable to
                the holders of record on such record date, not less than 15 nor
                more than 30 days preceding the payment date thereof, as shall
                be fixed from time to time by the Corporation's Board of
                Directors.

        (c)     CUMULATIVE DIVIDENDS. Dividends on Series A Preferred Stock
                shall be cumulative as follows:

                (1)   With respect to shares included in the initial issue of
                      Series A Preferred Stock and preferred shares issued any
                      time thereafter up to and including the record date for
                      the payment of the first dividend on the initial issue of
                      Series A Preferred Stock, dividends shall be cumulative
                      from the date of the initial issue of Series A Preferred
                      Stock; and

                (2)   With respect to preferred shares issued any time after the
                      aforesaid record date for payment of the first dividend on
                      the initial issue of Series A Preferred Stock, dividends
                      shall be cumulative from the dividend payment date next
                      preceding the date of issue of such shares, except that if
                      such shares are issued during the period commencing the
                      day after the record date for the payment of a dividend on
                      Series A Preferred Stock and ending on the payment date of
                      that dividend, dividends with respect to such shares shall
                      be cumulative from that dividend payment date.

        (d)     REDEMPTION. Subject to the provisions of Section 5(b) (3) of
                this Division, the Series A Preferred Stock shall be redeemable
                in the manner provided in Subsections 3(b) (1) and (2) of this
                Division as follows:

                (1)   The shares of Series A Preferred Stock may not be redeemed
                      prior to December 15, 1997. On and after December 15,
                      1997, the shares of Series A Preferred Stock may be
                      redeemed, in whole or in part, at the election of the
                      Corporation, upon notice as provided in the Articles of
                      Incorporation, by resolution of its Board of Directors, at
                      any time or from time to time, at the following redemption
                      prices plus, in each case, an amount equal to all


                                      -2-
<PAGE>   27


                      accumulated, accrued, and unpaid dividends to the date
                      fixed for redemption:

<TABLE>
<CAPTION>
If Redeemed                  If Redeemed
During the                   During the
 12-Month                     12-Month
  Period                       Period          Per Share
Beginning     Per Share       Beginning       Redemption
  After       Redemption        After           Price
December 15    Price         December 15      ----------
------------  -----------    ------------
<S>             <C>             <C>             <C>
   1997         $26.00          2000            $25.40
   1998          25.80          2001             25.20
   1999          25.60          2002 and         25.00
                               thereafter
</TABLE>

        (e)     CONVERSION. Shares of the Series A Preferred Stock shall be
                convertible into Common Stock on the following terms and
                conditions:

                (1)   CONVERSION RIGHT. Subject to and upon compliance with the
                      provisions of this Section 7(e), the holder of any shares
                      of Series A Preferred Stock may at such holder's option,
                      at any time or from time to time, convert any such shares
                      into the number of fully paid and non-assessable shares of
                      Common Stock determined by dividing (i) the product of $25
                      and the number of shares of Series A Preferred Stock to be
                      converted by (ii) the conversion price (the "Conversion
                      Price") in effect on the conversion date. The initial
                      Conversion Price shall be 120.5% of the bid price of the
                      common stock per share at the time the offering of Series
                      A Preferred Stock commences, as such bid price is reported
                      on the NASDAQ National Market System, subject to
                      adjustment as set forth in paragraph (4) of this Section
                      7(e). If any shares of Series A Preferred Stock shall be
                      called for redemption, the right to convert such shares
                      shall terminate and expire at the close of business on the
                      redemption date.

                (2)   DIVIDEND UPON CONVERSION OR REDEMPTION. No payment or
                      adjustment shall be made by the Corporation to any holder
                      of shares of Series A Preferred Stock surrendered for
                      conversion or redemption in respect of dividends accrued
                      since the last preceding dividend payment date on the
                      shares of Series A Preferred Stock surrendered for
                      conversion; PROVIDED, HOWEVER, that if shares of Series A
                      Preferred Stock shall be converted or redeemed


                                      -3-
<PAGE>   28

                      subsequent to any record date with respect to any dividend
                      payment date and prior to the next such succeeding
                      dividend payment date, the dividend falling due on such
                      dividend payment date shall be payable on such dividend
                      payment date notwithstanding such conversion or
                      redemption, and such dividend (whether or not punctually
                      paid or duly provided for) shall be paid to the person in
                      whose name such shares are registered at the close of
                      business on such record date.

                (3) Method of Conversion.
                    --------------------

                      (i) The surrender of any shares of Series A Preferred
                Stock for conversion shall be made by the holder thereof by
                delivering the certificate or certificates evidencing ownership
                of such shares with proper endorsement or instruments of
                transfer to the Corporation at the office or agency to be
                maintained by the Corporation for that purpose, and such holder
                shall give written notice to the Corporation at said office or
                agency that he elects to convert such shares of Series A
                Preferred Stock in accordance with the provisions thereof and of
                this Section 7(e). Such notice shall also state the number of
                whole shares of Series A Preferred Stock and the name or names
                (with addresses) in which the certificate or certificates
                evidencing ownership of Common Stock which shall be issuable on
                such conversion shall be issued. In the case of lost or
                destroyed certificates evidencing ownership of shares of Series
                A Preferred Stock to be surrendered for conversion, the holder
                shall submit proof of loss or destruction and such indemnity as
                shall be required by the Corporation.

                      (ii) Subject to the provisions of Section 7(e)(6) hereof,
                every such notice of election to convert shall constitute a
                contract between the holder of such shares of Series A Preferred
                Stock and the Corporation, whereby such holder shall be deemed
                to subscribe for the amount of the Common Stock which he will be
                entitled to receive upon such conversion and, in payment and
                satisfaction of such subscription, to surrender such shares of
                Series A Preferred Stock and to release the Corporation from all
                obligations thereon (subject to the payment of accrued dividends
                in accordance with Section 7(e) (2) hereof), and whereby the
                Corporation shall be deemed to agree that the surrender of such
                shares of Series A Preferred Stock and the extinguishment of its
                obligation thereon (except as aforesaid), shall constitute full
                payment for the Common Stock so subscribed for and to be issued
                upon such conversion.


                                      -4-
<PAGE>   29

                      (iii) As soon as practicable after its receipt of such
                notice and the certificate or certificates evidencing ownership
                of such shares of Series A Preferred Stock, the Corporation
                shall issue and shall deliver at said office or agency to the
                person for whose account such shares of Series A Preferred Stock
                were so surrendered, or on his or her written order, a
                certificate or certificates for the number of such shares of
                common stock into which the Series A Preferred Stock surrendered
                is to be converted and a check or cash payment (if any) to which
                such holder is entitled with respect to fractional shares as
                determined by the Corporation, in accordance with Section 7(e)
                hereof, at the close of business on the date of conversion.

                      (iv) Such conversion shall be deemed to have been effected
                on the date on which the Corporation shall have received such
                notice and the certificate or certificates for such shares of
                Series A Preferred Stock; and the person or persons in whose
                name or names any certificate or certificates for Common Stock
                shall be issuable upon such conversion shall be deemed to have
                become on said date the holder or holders of record of the
                shares represented thereby; provided that any such surrender on
                any date when the stock transfer books of the Corporation shall
                be closed shall become effective for all purposes on the next
                succeeding day on which such stock transfer books are open, but
                such conversion shall be at the Conversion Price in effect on
                the date upon which such surrender occurs.

                (4)   ADJUSTMENTS TO CONVERSION PRICE. The Conversion Price
                      shall be subject to adjustments from time to
                      time as follows:

                      (i) In case the Corporation shall at any time (A) declare
                a dividend on the Common Stock in shares of its capital stock,
                (B) subdivide its outstanding Common Stock, (C) combine the
                outstanding Common Stock into a smaller number of shares, or (D)
                issue any shares of its capital stock by reclassification of the
                Common Stock (including any such reclassification in connection
                with a consolidation or merger in which the Corporation is the
                surviving corporation), the Conversion Price in effect on the
                record date for such dividend or on the effective date of such
                subdivision, combination or reclassification shall be
                proportionately adjusted so that the holder of any Series A
                Preferred Stock converted after such time shall be entitled to
                receive the aggregate number and kind of shares which, if such
                Series A Preferred Stock had been converted immediately prior to
                such time, the holder would have owned upon such conversion and
                been


                                      -5-
<PAGE>   30

                entitled to receive by virtue of such dividend, subdivision,
                combination or reclassification. Such adjustment shall be
                made successively whenever any event listed above shall occur.

                      (ii) In case the Corporation shall issue rights or
                warrants to all holders of its Common Stock (which rights or
                warrants are not available on an equivalent basis to holders of
                the Series A Preferred Stock on conversion) entitling them to
                subscribe for or purchase Common Stock at a price per share less
                than the current market price per share (as defined in
                subparagraph (iv) of this paragraph (4), at the record date for
                the determination of stockholders entitled to receive such
                rights or warrants, the Conversion Price shall be adjusted
                (subject to the limitations contained in subparagraph (vii) of
                this paragraph (4)) by multiplying the Conversion Price in
                effect immediately prior to such record date by a fraction, the
                denominator of which shall be the number of shares of Common
                Stock outstanding on such date of issue plus the number of
                additional shares of Common Stock to be offered for subscription
                or purchase and the numerator of which shall be the number of
                shares of Common Stock outstanding on the date of issue plus the
                number of shares of Common Stock which the aggregate offering
                price of the total number of shares of Common Stock so to be
                offered would purchase at such current market price. Such
                adjustment shall become effective at the close of business on
                such record date; however, to the extent that Common Stock is
                not delivered after the expiration of such rights or warrants,
                the Conversion Price shall be readjusted (but only with respect
                to Series A Preferred Stock converted after such expiration) to
                the Conversion Price which would then be in effect had the
                adjustments made upon the issuance of such rights or warrants
                been made upon the basis of delivery of only the number of
                shares of Common Stock actually issued.

                      (iii) In case the Corporation shall distribute to all
                holders of Common Stock (including any such distribution made in
                connection with a consolidation or merger in which the
                Corporation is the surviving corporation) evidences of its
                indebtedness or assets (including securities but excluding cash
                dividends or distributions paid out of retained earnings and
                dividends payable in Common Stock) or subscription rights or
                warrants (excluding those referred to in subparagraph (ii) of
                this paragraph (4), the Conversion Price shall be adjusted
                (subject to the limitations contained in subparagraph (vii) of
                this paragraph (4)) by multiplying the Conversion Price in
                effect immediately prior to the record date for determination of
                stockholders entitled to


                                      -6-
<PAGE>   31

                receive such distribution by a fraction, the denominator of
                which shall be the current market price per share of Common
                Stock (as defined in subparagraph (iv) of this paragraph (4)) on
                such record date and the numerator of which shall be such
                current market price per share of Common Stock, less the fair
                market value (as determined by the Board of Directors, whose
                determination shall be conclusive) of the portion of the
                evidences of indebtedness or assets or subscription rights or
                warrants so to be distributed which are applicable to one share
                of Common Stock. Such adjustment shall become effective at the
                close of business on such record date.

                      (iv) For the purpose of any computation under
                subparagraphs (ii) and (iii) of this paragraph (4), the current
                market price per share of Common Stock on any record date shall
                be deemed to be the average of the daily closing prices for the
                five consecutive business days selected by the Board of
                Directors commencing not more than 20 trading days before, and
                ending not later than, the earlier of the day in question and
                the day before the "ex" date with respect to the issuance or
                distribution requiring such computation. For this purpose, the
                term "'ex' date", when used with respect to any issuance or
                distribution, shall mean the first date on which the Common
                Stock trades regular way on the applicable exchange or in the
                applicable market without the right to receive such issuance or
                distribution. The closing price for each date shall be the
                reported last sale price regular way or, in case no such
                reported sale takes place on such day, the average of the
                reported closing bid and asked prices regular way, in either
                case on the New York Stock Exchange or, if the Common Stock is
                not listed or admitted to trading on such exchange, on the
                principal national securities exchange on which the Common Stock
                is listed or admitted to trading, or, if not listed or admitted
                to trading on any national securities exchange, on the National
                Association of Securities Dealers Automated Quotations National
                Market System, or, if the Common Stock is not listed or admitted
                to trading on any national securities exchange or quoted on such
                National Market System, the average of the closing bid and asked
                prices in the over-the-counter market as furnished by any New
                York Stock Exchange member firm selected from time to time by
                the Board for that purpose.

                      (v) In the case of any consolidation of the Corporation
                with, or merger of the Corporation into, any other entity, any
                merger of another entity into the Corporation (other than a
                merger which does not result in any reclassification,
                conversion, exchange or cancellation of outstanding shares of
                Common Stock of the


                                      -7-
<PAGE>   32

                Corporation) or any sale or transfer of all or substantially all
                of the assets of the Corporation, each holder of a share of
                Series A Preferred Stock then outstanding shall have the right
                thereafter to convert such share only into the kind and amount
                of securities, cash and other property receivable upon such
                consolidation, merger, sale or transfer by a holder of the
                number of shares of Common Stock of the Corporation into which
                such shares of Series A Preferred Stock might have been
                converted immediately prior to such consolidation, merger sale
                or transfer, assuming such holder of Common Stock of the
                Corporation is not an entity with which the Corporation
                consolidated or into which the Corporation merged or which
                merged into the Corporation or to which such sale or transfer
                was made, as the case may be ("constituent entity"), or an
                affiliate of a constituent entity, and assuming such holder
                failed to exercise his rights of election, if any, as to the
                kind or amount of securities, cash and other property receivable
                upon such consolidation, merger, sale or transfer (provided that
                if the kind or amount of securities, cash and other property
                receivable upon such consolidation, merger, sale or transfer is
                not the same for each share of Common Stock of the Corporation
                held immediately prior to such consolidation, merger, sale or
                transfer by other than a constituent entity or an affiliate
                thereof in respect of which such rights of election shall not
                have been exercised ("non-electing share"), then for the purpose
                of this subsection (v) the kind and amount of securities, cash
                and other property receivable upon such consolidation, merger,
                sale or transfer by each non-electing share shall be deemed to
                be the kind and amount so receivable per share by a plurality of
                the non-electing shares) . If necessary, appropriate adjustment
                shall be made in the application of the provisions set forth
                herein with respect to the rights and interests thereafter of
                the holders of shares of Series A Preferred Stock, to the end
                that the provisions set forth herein shall thereafter
                correspondingly be made applicable, as nearly as may reasonably
                be, in relation to any shares of stock or other securities or
                property thereafter deliverable on the conversion of the shares.
                The above provisions shall similarly apply to successive
                consolidations, mergers, sales or transfers. The Corporation
                shall not effect any such consolidation, merger or sale, unless
                prior to or simultaneously with the consummation thereof the
                successor corporation (if other than the Corporation) resulting
                from such consolidation or merger or the corporation purchasing
                such assets or other appropriate corporation or entity shall
                assume, by written instrument, the obligation to deliver to the
                holder of each share of Series A Preferred Stock such


                                      -8-
<PAGE>   33

                shares of stock, securities or assets as, in accordance with the
                foregoing provisions, such holder may be entitled to receive
                under this Section 7(e)(4).

                      (vi) The Corporation may make such adjustments in the
                Conversion Price, in addition to those required by subparagraphs
                (i) through (v) of this Section 7(e) (4), as it considers to be
                advisable in order that any event treated for Federal income tax
                purposes as a dividend of stock or stock rights shall not be
                taxable to the recipients.

                      (vii) No adjustment in the Conversion Price will be made
                for the issuance of shares of capital stock to employees
                pursuant to the Corporation's or any of its subsidiaries' stock
                option, stock ownership or other benefit plans. No adjustment
                will be required to be made in the Conversion Price until
                cumulative adjustments require an adjustment of at least 1% of
                such Conversion Price.

(5)             FRACTIONAL SHARES. No fractional shares or scrip representing
                fractional shares shall be issued upon the conversion of any
                shares of Series A Preferred Stock, but the holder thereof will
                receive in cash an amount equal to the value of such fractional
                share of Common Stock based on the current market price (as
                defined in subparagraph (iv) of Section 7(e)(4). If more than
                one share of Series A Preferred Stock shall be surrendered for
                conversion at one time by the same holder, the number of full
                shares issuable upon conversion thereof shall be computed on the
                basis of the aggregate number of such shares so surrendered.

(6)             PAYMENT OF TAXES. The Corporation shall pay any tax in respect
                of the issue of stock certificates on conversion of shares of
                Series A 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 issue and delivery of stock in any name
                other than that of the holder of the shares converted, and the
                Corporation shall not be required to issue or deliver any such
                stock certificate unless and until the person or persons
                requesting the issuance hereof shall have paid the Corporation
                the amount of any such tax or shall have established to the
                satisfaction of the Corporation that such tax has been paid.

(7)             COMMON STOCK RESERVED FOR CONVERSION. The Corporation shall at
                all times reserve and keep available out of its authorized and
                unissued Common Stock or have available in its treasury the full
                number of shares of Common Stock


                                      -9-
<PAGE>   34

                deliverable upon the conversion of all outstanding shares of
                Series A Preferred Stock and shall take all such action as may
                be required from time to time in order that it may validly and
                legally issue fully paid and non-assessable shares of Common
                Stock upon conversion of the Series A Preferred Stock.

(8)             NOTICE. In the event:

                      (i) the Corporation shall declare a dividend (or any other
                distribution) on its Common Stock (other than a cash dividend
                payable out of retained earnings); or

                      (ii) the Corporation shall authorize the issuance to
                holders of its Common Stock of rights or warrants to subscribe
                for or purchase Common Stock; or

                      (iii) of any reclassification of the Common Stock of the
                Corporation (other than a subdivision or combination of its
                outstanding Common Stock, or a change in par value, or from par
                value to no par value, or from no par value to par value) or of
                any consolidation or merger to which the Corporation is a party
                or of the sale or transfer of all or substantially all of the
                assets of the Corporation and for which approval of any
                stockholders of the Corporation is required; or

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

                then, and in each event, the Corporation shall cause to be
                mailed to each holder of Series A Preferred Stock, at his
                address as the same shall appear on the books of the
                Corporation, as promptly as possible but in any event at least
                fifteen days prior the applicable date hereinafter specified, a
                notice stating (A) the date on which a record is to be taken for
                the purpose of such dividend, distribution, rights or warrants,
                or, if a record is not to be taken, the date as of which the
                holders of Common Stock of record to be entitled to such
                dividend, distribution or rights are to be determined, and the
                nature and amount of such dividend, distribution, rights or
                warrants or (B) the date on which such reclassification,
                consolidation, merger, sale, transfer, dissolution, liquidation
                or winding up is expected to become effective, and the date as
                of which it is expected that holders of Common Stock of record
                shall be entitled to exchange their Common Stock for securities
                or other property deliverable upon such reclassification,
                consolidation, merger, sale, transfer, dissolution, liquidation
                or winding up.


                                      -10-
<PAGE>   35

(f)             "COMMON STOCK." For the purposes of Section 7(e), "Common Stock"
                shall mean stock of the Corporation of any class, whether now or
                hereafter authorized, which has the right to participate in the
                distribution of either earnings or assets of the Corporation
                without limit as to the amount or percentage, including, without
                limitation, the Common Stock. In case by reason of the operation
                of paragraph (4) of Section 7(e) the shares of Series A
                Preferred Stock shall be convertible into any other shares of
                stock or other securities or property of the Corporation or of
                any other corporation, any reference herein to the conversion of
                shares of Series A Preferred Stock pursuant to Section 7(e)
                shall be deemed to refer to and include the conversion of shares
                of Series A Preferred Stock into such other shares of stock or
                other securities or property.

(g)             NO SINKING FUND. No sinking fund will be established for the
                retirement or redemption of shares of Series A Preferred Stock.

(h)             LIQUIDATION RIGHTS; PRIORITY.

                      (i) The amount payable per share of Series A Preferred
                Stock in the event of any voluntary or involuntary liquidation,
                dissolution or winding up of the affairs of the Corporation
                shall be $25.00, plus an amount equal to all dividends accrued
                and unpaid thereon to the date of payment.

                      (ii) Nothing contained herein shall be deemed to prevent
                redemption of shares of the Series A Preferred Stock by the
                Corporation in the manner provided in Section 7(d). Neither the
                merger nor consolidation of the Corporation into or with any
                other corporation, nor the merger or consolidation of any other
                corporation into or with the Corporation, nor a sale, transfer
                or lease of all or any part of the assets of the Corporation,
                shall be deemed to be a liquidation, dissolution or winding up
                of the Corporation within the meaning of this Section 7(h).

                      (iii) No payment on account of such liquidation,
                dissolution or winding up of the affairs of the Corporation
                shall be made to the holders of any class or series of stock
                ranking on a parity with the Series A Preferred Stock in respect
                of the distribution of assets, unless there shall likewise be
                paid at the same time to the holders of the Series A Preferred
                Stock like proportionate distributive amounts, ratably, in
                proportion to the full distributive amounts to which they and
                the holders of such parity stock are respectively entitled with
                respect to such preferential distribution.


                                      -11-
<PAGE>   36

        IN WITNESS WHEREOF, we have hereunto set our hand and affixed the seal
of the Corporation this 1st day of October 1992.

                                             /s/ Gary G. Clark
                                             ----------------------------------
                                             Gary G. Clark
                                             President

[SEAL]

                                             /s/ L. Dwight Douce
                                             ----------------------------------
                                             L. Dwight Douce
                                             Secretary

                                      -12-



<PAGE>   37



                            CERTIFICATE OF AMENDMENT
                               (BY SHAREHOLDERS)
                        TO THE ARTICLES OF INCORPORATION

                      FIRSTFEDERAL FINANCIAL SERVICES CORP


                                ( ) Chairman of the Board
Gary C. Clark       , who is    (X) President   (check one)
--------------------            ( ) Vice President


and L. Dwight Douce , who is    (X) Secretary   (check one)
--------------------            ( ) Assistant Secretary

of the above named Ohio corporation for profit with its principal location at
Wooster, Wayne County, Ohio, do hereby certify that: (check the appropriate
box and complete the appropriate statements)

 X       a meeting of the shareholders was duly called and held on April 21,
---      1994, at which meeting a quorum of the shareholders was present in
         person or by proxy, and by the affirmative vote of the shareholders of
         shares entitling them to exercise 74.9 % of the voting power of the
         corporation,

         in a writing signed by all of the shareholders who would be entitled to
---      a notice of a meeting held for that purpose,

the following resolution was adopted to amend the articles:

         RESOLVED, that the first sentence of Article Fourth is hereby amended
     to read in its entirety as follows:

              FOURTH: The aggregate number of shares of all classes of capital
         stock which the corporation has authority to issue is twenty-one
         million five hundred thousand shares of which 20 million shares are to
         be shares of common stock, $1.00 par value per share, and of which one
         million five hundred thousand are to be shares of serial preferred
         stock, without par value per share.

     The Articles of Incorporation shall otherwise remain unchanged.

     IN WITNESS WHEREOF, the above named officers, acting for and on behalf of
the corporation, have subscribed their names this 21st day of April, 1994.

                                        /s/ Gary G. Clark
                                        ----------------------------------------
                                        Gary G. Clark  President


                                        /s/ L. Dwight Douce
                                        ----------------------------------------
                                        L. Dwight Douce, Secretary



<PAGE>   38

                             SECRETARIAL CERTIFICATE
                             -----------------------


     Gary G. Clark, Chairman of the Board, President and Chief Executive
Officer, and L. Dwight Douce, Secretary and Treasurer of FirstFederal Financial
Services Corp, an Ohio corporation with its principal office in Wooster, Wayne
County, Ohio (the "Corporation") do hereby certify that they are respectively
President and Secretary of the Corporation and that on June 21, 1994, at a
meeting of the Board of Directors at which a quorum was present, the Board, by
majority vote of the Directors present, authorized, adopted and approved the
following resolution to amend the Articles of Incorporation of the Corporation
pursuant to the authority of Section 1701.70(B)(l) and 1701.73(A) of the Ohio
Revised Code and Section 1 of Division (B) of Article Fourth of the
Corporation's Articles of Incorporation:

         RESOLVED, that the Articles of Incorporation of the Corporation be and
     they hereby are amended by adding at the end of Division B of Article
     FOURTH thereof a new Section 8 reading as follows:

              Section 8. 6 1/2% Cumulative Convertible Preferred Stock Series B.
         Of the 1,500,000 shares of authorized serial preferred stock, without
         par value, 500,000 shares are hereby designated as a series entitled "6
         1/2% Cumulative Convertible Preferred Stock, Series B" (hereinafter
         called "Series B Preferred Stock"). The Series B Preferred Stock shall
         have the express terms set forth in this Division as being applicable
         to all serial preferred stock as a class and, in addition, the
         following express terms applicable to all Series B Shares as a series
         of serial preferred stock: 

         (a)  DIVIDEND RATE. The annual dividend rate of the Series B Preferred
              Stock shall be 6 1/2% of the liquidation preference of $25.00 per
              share.

         (b)  DIVIDEND PAYMENT DATES. Dividends on Series B Preferred Stock
              shall be payable, if declared , quarterly on March 1, June 1,
              September 1, and December 1 of each year, the first quarterly
              dividend being payable, if declared, on September 1, 1994. The
              dividends payable for each full quarterly dividend period on each
              share of Series B Preferred Stock shall be $.40625. 



<PAGE>   39



              Dividends for a dividend period on the Series B Preferred Stock,
              or for any period shorter or longer than a full dividend period on
              the Series B Preferred Stock shall be computed on the basis of
              30-day months and a 360-day year. The aggregate dividend payable
              quarterly to each holder of Series B Preferred Stock shall be
              rounded to the nearest one cent with $.005 being rounded upward.
              Each dividend shall be payable to the holders of record on such
              record date, not less than 15 nor more than 30 days preceding the
              payment date thereof, as shall be fixed from time to time by the
              Corporation's Board of Directors

         (c)  CUMULATIVE DIVIDENDS. Dividends on Series B Preferred Stock shall
              be cumulative as follows:

              (1)    With respect to shares included in the issue of Series B
                     Preferred Stock and preferred shares issued any time
                     thereafter up to and including the record date for the
                     payment of the first dividend on the issue of Series B
                     Preferred Stock, dividends shall be cumulative from the
                     date of the issue of Series B Preferred Stock; and

              (2)    With respect to preferred shares issued any time after the
                     aforesaid record date for payment of the first dividend on
                     the issue of Series B Preferred Stock, dividends shall be
                     cumulative from the dividend payment date next preceding
                     the date of issue of such shares, except that if such
                     shares are issued during the period commencing the day
                     after the record date for the payment of a dividend on
                     Series B Preferred Stock and ending on the payment date of
                     that dividend, dividends with respect to such shares shall
                     be cumulative from that dividend payment date.

         (d)  REDEMPTION. Subject to the provisions of Section 5(b)(3) of this
              Division, the Series B Preferred Stock shall be redeemable in the
              manner provided in Subsections 3(b)(l) and (2) of this Division as
              follows:

              (1)    The shares of Series B Preferred Stock may not be redeemed
                     prior to June 24, 1999. On and after June 24, 1999, the
                     shares of Series B Preferred Stock may be redeemed, in
                     whole or in part, at the election of the Corporation, upon
                     notice as provided in the Articles of Incorporation, by
                     resolution of its Board of Directors, at any time or from
                     time to time, at a redemption price of $25.00 per share,
                     plus, in each case, an amount equal to all accumulated,
                     accrued, and unpaid dividends on the date fixed for
                     redemption.


                                      -2-

<PAGE>   40


     (e) CONVERSION. Shares of the Series B Preferred Stock shall be convertible
         into Common Stock on the following terms and conditions:

         (1)  CONVERSION RIGHT. Subject to and upon compliance with the
              provisions of this Section 8(e), the holder of any shares of
              Series B Preferred Stock may at such holder's option, at any time
              or from time to time, convert any such shares into the number of
              fully paid and non-assessable shares of Common Stock determined by
              dividing (i) the product of $25.00 and the number of shares of
              Series B Preferred Stock to be converted by (ii) the conversion
              price (the "Conversion Price") in effect on the conversion date.
              The initial Conversion Price shall be 125% of the bid price of the
              common stock per share at the time the offering of Series B
              Preferred Stock commences, as such bid price is reported on the
              NASDAQ National Market System, subject to adjustment as set forth
              in paragraph (4) of this Section 8(e). If any shares of Series B
              Preferred Stock shall be called for redemption, the right to
              convert such shares shall terminate and expire at the close of
              business on the redemption date.

         (2)  DIVIDEND UPON CONVERSION OR REDEMPTION. No payment or adjustment
              shall be made by the Corporation to any holder of shares of Series
              B Preferred Stock surrendered for conversion or redemption in
              respect of dividends accrued since the last preceding dividend
              payment date on the shares of Series B Preferred Stock surrendered
              for conversion; PROVIDED, HOWEVER, that if shares of Series B
              Preferred Stock shall be converted or redeemed subsequent to any
              record date with respect to any dividend payment date and prior to
              the next such succeeding dividend payment date, the dividend
              falling due on such dividend payment date shall be payable on such
              dividend payment date notwithstanding such conversion or
              redemption, and such dividend (whether or not punctually paid or
              duly provided for) shall be paid to the person in whose name such
              shares are registered at the close of business on such record
              date.

         (3)  METHOD OF CONVERSION.

              (i) The surrender of any shares of Series B Preferred Stock for
         conversion shall be made by the holder thereof by delivering the
         certificate or





                                      -3-
<PAGE>   41


         certificates evidencing ownership of such shares with proper
         endorsement or instruments of transfer to the Corporation at the office
         or agency to be maintained by the Corporation for that purpose, and
         such holder shall give written notice to the Corporation at said office
         or agency that he elects to convert such shares of Series B Preferred
         Stock in accordance with the provisions thereof and of this Section
         8(e). Such notice shall also state the number of whole shares of Series
         B Preferred Stock and the name or names (with addresses) in which the
         certificate or certificates evidencing ownership of Common Stock which
         shall be issuable on such conversion shall be issued. In the case of
         lost or destroyed certificates evidencing ownership of shares of Series
         B Preferred Stock to be surrendered for conversion, the holder shall
         submit proof of loss or destruction and such indemnity as shall be
         required by the Corporation.

              (ii) Subject to the provisions of Section 8(e)(6) hereof, every
         such notice of election to convert shall constitute a contract between
         the holder of such shares of Series B Preferred Stock and the
         Corporation, whereby such holder shall be deemed to subscribe for the
         amount of the Common Stock which he will be entitled to receive upon
         such conversion and, in payment and satisfaction of such subscription,
         to surrender such shares of Series B Preferred Stock and to release the
         Corporation from all obligations thereon (subject to the payment of
         accrued dividends in accordance with Section 8(e)(2) hereof), and
         whereby the Corporation shall be deemed to agree that the surrender of
         such shares of Series B Preferred Stock and the extinguishment of its
         obligation thereon (except as aforesaid), shall constitute full
         payment for the Common Stock so subscribed for and to be issued upon
         such conversion.

              (iii) As soon as practicable after its receipt of such notice and
         the certificate or certificates evidencing ownership of such shares of
         Series B Preferred Stock, the Corporation shall issue and shall deliver
         at said office or agency to the person for whose account such shares of
         Series B Preferred Stock were so surrendered, or on his or her written
         order, a certificate or certificates for the number of such shares of
         common stock into which the Series B Preferred Stock surrendered is to
         be converted and a check or cash payment (if any) to which such holder
         is entitled with respect to fractional shares as determined by the
         Corporation, in accordance with Section 8(e) hereof, at the close of
         business on the date of conversion.




                                      -4-
<PAGE>   42


              (iv) Such conversion shall be deemed to have been effected on the
         date on which the Corporation shall have received such notice and the
         certificate or certificates for such shares of Series B Preferred
         Stock; and the person or persons in whose name or names any certificate
         or certificates for Common Stock shall be issuable upon such conversion
         shall be deemed to have become on said date the holder or holders of
         record of the shares represented thereby; provided that any such
         surrender on any date when the stock transfer books of the Corporation
         shall be closed shall become effective for all purposes on the next
         succeeding day on which such stock transfer books are open, but such
         conversion shall be at the Conversion Price in effect on the date upon
         which such surrender occurs.

         (4)  ADJUSTMENTS TO CONVERSION PRICE. The Conversion Price shall be
              subject to adjustments from time to time as follows:

              (i) In case the corporation shall at any time (A) declare a
         dividend on the Common Stock in shares of its capital stock, (B)
         subdivide its outstanding Common Stock, (C) combine the outstanding
         Common Stock into a smaller number of shares, or (D) issue any shares
         of its capital stock by reclassification of the Common Stock (including
         any such reclassification in connection with a consolidation or merger
         in which the Corporation is the surviving corporation), the
         Conversation Price in effect on the record date for such dividend or on
         the effective date of such subdivision, combination or reclassification
         shall be proportionately adjusted so that the holder of any Series B
         Preferred Stock converted after such time shall be entitled to receive
         the aggregate number and kind of shares which, if such Series B
         Preferred Stock had been converted immediately prior to such time, the
         holder would have owned upon such conversion and been entitled to
         receive by virtue of such dividend, subdivision, combination or
         reclassification. Such adjustment shall be made successively whenever
         any event listed above shall occur.

              (ii) In case the Corporation shall issue rights or warrants to all
         holders of its Common Stock (which rights or warrants are not available
         on an equivalent basis to holders of the Series B Preferred Stock on
         conversion) entitling them to subscribe for or purchase Common Stock at
         a price per share less than the current market price per share (as
         defined in subparagraph (iv) of this paragraph (4), at the record




                                      -5-
<PAGE>   43


         date for the determination of stockholders entitled to receive such
         rights or warrants, the Conversion Price shall be adjusted (subject to
         the limitations contained in subparagraph (vii) of this paragraph (4))
         by multiplying the Conversion Price in effect immediately prior to such
         record date by a fraction, the denominator of which shall be the number
         of shares of Common Stock outstanding on such date of issue plus the
         number of additional shares of Common Stock to be offered for
         subscription or purchase and the numerator of which shall be the number
         of shares of Common Stock outstanding on the date of issue plus the
         number of shares of Common Stock which the aggregate offering price of
         the total number of shares of Common Stock so to be offered would
         purchase at such current market price. Such adjustment shall become
         effective at the close of business on such record date; however, to the
         extent that Common Stock is not delivered after the expiration of such
         rights or warrants, the Conversion Price shall be readjusted (but only
         with respect to Series B Preferred Stock converted after such
         expiration) to the Conversion Price which would then be in effect had
         the adjustments made upon the issuance of such rights or warrants been
         made upon the basis of delivery of only the number of shares of Common
         Stock actually issued.

              (iii) In case the Corporation shall distribute to all holders of
         Common Stock (including any such distribution made in connection with a
         consolidation or merger in which the Corporation is the surviving
         corporation) evidences of its indebtedness or assets (including
         securities but excluding cash dividends or distributions paid out of
         retained earnings and dividends payable in Common Stock) or
         subscription rights or warrants (excluding those referred to in
         subparagraph (ii) of this paragraph (4), the Conversion Price shall be
         adjusted (subject to the limitations contained in subparagraph (vii) of
         this paragraph (4)) by multiplying the Conversion Price in effect
         immediately prior to the record date for determination of stockholders
         entitled to receive such distribution by a fraction, the denominator of
         which shall be the current market price per share of Common Stock (as
         defined in subparagraph (iv) of this paragraph (4)) on such record date
         and the numerator of which shall be such current market price per share
         of Common Stock, less the fair market value (as determined by the Board
         of Directors, whose determination shall be conclusive) of the portion
         of the evidences of indebtedness or assets or subscription rights or
         warrants so to be distributed




                                      -6-
<PAGE>   44


         which are applicable to one share of Common Stock. Such adjustment
         shall become effective at the close of business on such record date.

              (iv) For the purpose of any computation under subparagraphs (ii)
         and (iii) of this paragraph (4), the current market price per share of
         Common Stock on any record date shall be deemed to be the average of
         the daily closing prices for the five consecutive business days
         selected by the Board of Directors commencing not more than 20 trading
         days before, and ending not later than, the earlier of the day in
         question and the day before the "ex" date with respect to the issuance
         or distribution requiring such computation. For this purpose, the term
         " 'ex' date," when used with respect to any issuance or distribution,
         shall mean the first date on which the Common Stock trades regular way
         on the applicable exchange or in the applicable market without the
         right to receive such issuance or distribution. The closing price for
         each date shall be the reported last sale price regular way or, in case
         no such reported sale takes place on such day, the average of the
         reported closing bid and asked prices regular way, in either case on
         the New York Stock Exchange or, if the Common Stock is not listed or
         admitted to trading on such exchange, on the principal national
         securities exchange on which the Common Stock is listed or admitted to
         trading, or, if not listed or admitted to trading on any national
         securities exchange, on the National Association of Securities Dealers
         Automated Quotations National Market System, or, if the Common Stock is
         not listed or admitted to trading on any national securities exchange
         or quoted on such National Market System, the average of the closing
         bid and asked prices in the over-the-counter market as furnished by any
         New York Stock Exchange member firm selected from time to time by the
         Board for that purpose.

              (v) In the case of any consolidation of the Corporation with, or
         merger of the Corporation into , any other entity, any merger of
         another entity into the Corporation (other than a merger which does not
         result in any reclassification, conversion, exchange or cancellation of
         outstanding shares of Common Stock of the Corporation) or any sale or
         transfer of all or substantially all of the assets of the Corporation,
         each holder of a share of Series B Preferred Stock then outstanding
         shall have the right thereafter to convert such share only into the
         kind and amount of securities, cash and other property receivable upon




                                      -7-
<PAGE>   45





         such consolidation, merger, sale or transfer by a holder of the number
         of shares of Common Stock of the Corporation into which such shares of
         Series B Preferred Stock might have been converted immediately prior to
         such consolidation, merger, sale or transfer, assuming such holder of
         Common Stock of the Corporation is not an entity with which the
         Corporation consolidated or into which the corporation merged or which
         merged into the Corporation or to which such sale or transfer was made,
         as the case may be ("constituent entity"), or an affiliate of a
         constituent entity, and assuming such holder failed to exercise his
         rights of election, if any, as to the kind or amount of securities,
         cash and other property receivable upon such consolidation, merger,
         sale or transfer (provided that if the kind or amount of securities,
         cash and other property receivable be upon such consolidation, merger,
         sale or transfer is not the same for each share of Common Stock of the
         Corporation held immediately prior to such consolidation, merger, sale
         or transfer by other than a constituent entity or an affiliate thereof
         in respect of which such rights of election shall not have been
         exercised ("non-electing share"), then for the purpose of this
         subsection (v) the kind and amount of securities, cash and other
         property receivable upon such consolidation, merger, sale or transfer
         by each non-electing share shall be deemed to be the kind and amount so
         receivable per share by a plurality of the non-electing shares). If
         necessary, appropriate adjustment shall be made in the application of
         the provisions set forth herein with respect to the rights and
         interests thereafter of the holders of shares of Series B Preferred
         Stock, to the end that the provisions set forth herein shall thereafter
         correspondingly be made applicable, as nearly as may reasonably be, in
         relation to any shares of stock or other securities or property
         thereafter deliverable on the conversion of the shares. The above
         provisions shall similarly apply to successive consolidations, mergers,
         sales or transfers. The Corporation shall not effect any such
         consolidation, merger or sale, unless prior to or simultaneously with
         the consummation thereof the successor corporation (if other than the
         Corporation) resulting from such consolidation or merger or the
         corporation purchasing such assets or other appropriate corporation or
         entity shall assume, by written instrument, the obligation to deliver
         to the holder of each share of Series B Preferred Stock such shares of
         stock, securities or assets as, in accordance with the foregoing
         provisions, such holder may be entitled to receive under this Section
         8(e)(4).



                                      -8-
<PAGE>   46


              (vi) The corporation may make such adjustments in the Conversion
         Price, in addition to those required by subparagraphs (i) through (v)
         of this Section 8(e)(4), as it considers to be advisable in order that
         any event treated for federal income tax purposes as a dividend of
         stock or stock rights shall not be taxable to the recipients.

              (vii) No adjustment in the Conversion Price will be made for the
         issuance of shares of capital stock to employees pursuant to the
         Corporation's or any of its subsidiaries' stock option, stock ownership
         or other benefit plans. No adjustment will be required to be made in
         the Conversion Price until cumulative adjustments require an adjustment
         of at least 1% of such Conversion Price.

         (5)  FRACTIONAL SHARES. No fractional shares or scrip representing
              fractional shares shall be issued upon the conversion of any
              shares of Series B Preferred Stock, but the holder thereof will
              receive in cash an amount equal to the value of such fractional
              share of Common Stock based on the current market price (as
              defined in subparagraph (iv) of Section 8(e)(4)). If more than one
              share of Series B Preferred Stock shall be surrendered for
              conversion at one time by the same holder, the number of full
              shares issuable upon conversion thereof shall be computed on the
              basis of the aggregate number of such shares so surrendered.

         (6)  PAYMENT OF TAXES. The Corporation shall pay any tax in respect of
              the issue of stock certificates on conversion of shares of Series
              B 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 issue and delivery of stock in any name other than
              that of the holder of the shares converted, and the Corporation
              shall not be required to issue or deliver any such stock
              certificate unless and until the person or persons requesting the
              issuance hereof shall have paid the Corporation the amount of any
              such tax or shall have established to the satisfaction of the
              Corporation that such tax has been paid.

         (7)  COMMON STOCK RESERVED FOR CONVERSION. The Corporation shall at all
              times reserve and keep available out of its authorized and
              unissued Common Stock or have available in its treasury



                                      -9-
<PAGE>   47


              the full number of shares of Common Stock deliverable upon the
              conversion of all outstanding shares of Series B Preferred Stock
              and shall take all such action as may be required from time to
              time in order that it may validly and legally issue fully paid and
              non-assessable shares of Common Stock upon conversion of the
              Series B Preferred Stock.

         (8)  NOTICE. In the event:

              (i) the Corporation shall declare a dividend (or any other
         distribution) on its Common Stock (other than a cash dividend payable
         out of retained earnings); or

              (ii) the Corporation shall authorize the issuance to holders of
         its Common Stock of rights or warrants to subscribe for or purchase
         Common Stock; or

              (iii) of any reclassification of the Common Stock of the
         Corporation (other than a subdivision or combination of its outstanding
         Common Stock, or a change in par value, or from par value to no par
         value, or from no par value to par value) or of any consolidation or
         merger to which the Corporation is a party or of the sale or transfer
         of all or substantially all of the assets of the Corporation and for
         which approval of any stockholders of the Corporation is required; or

              (iv) of the voluntary or involuntary dissolution , liquidation or
         winding up of the Corporation:

         then, and in each event, the Corporation shall cause to be mailed to
         each holder of Series B Preferred Stock, at his address as the same
         shall appear on the books of the Corporation, as promptly as possible
         but in any event at least fifteen days prior to the applicable date
         hereinafter specified, a notice stating (A) the date on which a record
         is to be take for the purpose of such dividend, distribution, rights or
         warrants, or, if a record is not to be taken, the date as of which the
         holders of Common Stock of record to be entitled to such dividend,
         distribution or rights are to be determined, and the nature and amount
         of such dividend, distribution, rights or warrants; or (B) the date on
         which such reclassification , consolidation, merger, sale, transfer,
         dissolution, liquidation or winding up is expected to become effective,
         and the date as of which it is expected that holders of Common Stock of
         record shall be




                                      -10-
<PAGE>   48



         entitled to exchange their Common Stock for securities or other
         property deliverable upon such reclassification, consolidation, merger,
         sale , transfer, dissolution, liquidation or winding up.

(f)      "COMMON STOCK." For the purposes of Section 8(e), "Common Stock" shall
         mean stock of the Corporation of any class, whether now or hereafter
         authorized, which has the right to participate in the distribution of
         either earnings or assets of the Corporation without limit as to the
         amount of percentage, including, without limitation, the Common Stock.
         In case by reason of the operation of paragraph (4) of Section 8(e) the
         share of Series B Preferred Stock shall be convertible into any other
         shares of stock or other securities or property of the Corporation or
         of any other corporation, any reference herein to the conversion of
         shares of Series B Preferred Stock pursuant to Section 8(e) shall be
         deemed to refer to and include the conversion of shares of Series B
         Preferred Stock into such other shares of stock or other securities or
         property.

(g)      NO SINKING FUND. No sinking fund will be established for the retirement
         or redemption of shares of Series B Preferred Stock.

(h)      LIQUIDATION RIGHTS: PRIORITY.

              (i) The amount payable per share of Series B Preferred Stock in
         the event of any voluntary or involuntary liquidation, dissolution or
         winding up of the affairs to the Corporation shall be $25.00, plus an
         amount equal to all dividends accrued and unpaid thereon to the date of
         payment.

              (ii) Nothing contained herein shall be deemed to prevent
         redemption of shares of the Series B Preferred Stock by the Corporation
         in the manner provided in Section 8(d). Neither the merger nor
         consolidation of the Corporation into or with any other corporation,
         nor the merger or consolidation of any other corporation into or with
         the Corporation, nor a sale , transfer or lease of all or any part of
         the assets of the Corporation, shall be deemed to be a liquidation ,
         dissolution or winding up of the Corporation within the meaning of this
         Section 8(h).

              (iii) No payment on account of such liquidation , dissolution or
         winding up of the affairs of the Corporation shall be made to the
         holders of any class or series of stock ranking on a parity with the




                                      -11-
<PAGE>   49

         Series B Preferred Stock in respect of the distribution of assets,
         unless there shall likewise be paid at the same time to the holders of
         the Series B Preferred Stock like proportionate distributive amounts,
         ratably, in proportion to the full distributive amounts to which they
         and the holders of such parity stock are respectively entitled with
         respect to such preferential distribution.

         IN WITNESS WHEREOF, we have hereunto set our hands and affixed the
seal of the Corporation this 21st day of June, 1994.



                                             /s/ Gary G. Clark
                                             ----------------------------------
                                             Gary G. Clark
                                             Chairman of the Board,
                                             President and Chief
                                             Executive Officer


                                             /s/ L. Dwight Douce
                                             ----------------------------------
                                             L. Dwight Douce
                                             Secretary and Treasurer



                                      -12-