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                                                                    Exhibit 3(b)

                        AMENDED ARTICLES OF INCORPORATION
                                       OF
                            FOUNDATION BANCORP, INC.


                  FIRST: The name of the corporation shall be Foundation
Bancorp, Inc.

                  SECOND: The place in Ohio where the principal office of the
corporation is to be located is the City of Cincinnati, County of Hamilton.

                  THIRD: The purpose for which the corporation is formed is to
engage in any lawful act or activity for which corporations may be formed under
Section 1701.01 to 1701.98, inclusive, of the Ohio Revised Code.

                  FOURTH: The authorized shares of the corporation shall be two
million (2,000,000) common shares, each without par value. The directors of the
corporation may adopt an amendment to the articles of incorporation of the
corporation in respect of any unissued or treasury shares of any class and
thereby fix or change: the division of such shares into series and the
designation and authorized number of each series; the dividend rate; the dates
of payment of dividends and the dates from which they are cumulative; the
liquidation price; the redemption rights and price; the sinking fund
requirements; the conversion rights; and the restrictions on the issuance of
shares of any class or series.

                  FIFTH: (A) The board of directors of the corporation shall
have the power to cause the corporation from time to time and at any time to
purchase, hold, sell, transfer or otherwise deal with (i) shares of any class or
series issued by it, (ii) any security or other obligation of the corporation
which may confer upon the holder thereof the right to convert the same into
shares of any class or series authorized by the articles of the corporation, and
(iii) any security or other obligation which may confer upon the holder thereof
the right to purchase shares of any class or series authorized by the Articles
of Incorporation of the corporation.

                  (B) The corporation shall have the right to repurchase, if and
when any shareholder desires to sell, or on the happening of any event is
required to sell, shares of any class or series issued by the corporation.

                  (C) The authority granted in this Article Fifth shall not
limit the plenary authority of the directors to purchase, hold, sell, transfer
or otherwise deal with shares of any class or series, securities or other
obligations issued by the corporation or authorized by the Articles of
Incorporation of the corporation.

                  SIXTH: Notwithstanding any provision of the Ohio Revised Code
requiring for any purpose the vote, consent, waiver or release of the holders of
shares of the corporation entitling them to exercise any proportion of the
voting power of the corporation or of any class or classes thereof, such action,
unless expressly otherwise provided by statute, may be taken by the vote,
consent, waiver or release of the holders of shares entitling them to exercise
not less than a majority of the voting power of the corporation or of such class
or classes; provided, however, that if the board of directors of the corporation
shall recommend against the approval of any of the following matters, the
affirmative vote of the holders of shares entitling them to exercise not less
than seventy-five percent (75%) of the voting power of any class or classes of
shares of the corporation which entitle the holders thereof to vote in respect
of any such matter as a class shall be required to adopt:

                  (A)      A proposed amendment to the articles of incorporation
                           of the corporation;

                  (B)      A proposed amendment to the code of regulations of
                           the corporation;

                  (C)      A proposal to change the number of directors by
                           action of the shareholders;

                  (D)      An agreement of merger or consolidation providing for
                           the proposed merger or consolidation of the
                           corporation with or into one or more other
                           corporations;

                  (E)      A proposed combination or majority share acquisition
                           involving the issuance of shares of the corporation
                           and requiring shareholder approval;


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                  (F)      A proposal to sell, exchange, transfer or otherwise
                           dispose of all, or substantially all, of the assets,
                           with or without the goodwill, of the corporation; or

                  (G)      A proposed dissolution of the corporation.

                  SEVENTH: No shareholder 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.

                  EIGHTH: No shareholder of the corporation shall have the right
to vote his or her shares cumulatively in the election of directors of the
corporation.

                  NINTH: These articles of incorporation shall supersede and
replace the existing articles of incorporation of the corporation.