<PAGE>   1


                                                                     EXHIBIT 4.2

                               CODE OF REGULATIONS
                                       OF
                           FARMERS NATIONAL BANC CORP.

                                    ARTICLE I
                                    ---------

                                    OFFICES
                                    -------

         SECTION 1. PRINCIPAL OFFICE. The principal office of the corporation
shall be in the City of Canfield, Ohio, as may be designated from time to time
by the Board of Directors.

         SECTION 2. OTHER OFFICES. The corporation shall also have offices at
such other places without, as well as within, the State of Ohio, as the Board of
Directors may from time to time determine.

                                   ARTICLE II
                                   ----------

                            MEETINGS OF SHAREHOLDERS
                            ------------------------

         SECTION 1. ANNUAL MEETING. The annual meeting of the shareholders of
this corporation, for the purpose of fixing or changing the number of directors
of the corporation, electing directors and transacting such other business as
may come before the meeting, shall be held on a day, to be determined by the
Board of Directors, in the month of March each year.

         SECTION 2. SPECIAL MEETINGS. Special Meetings of the shareholders may
be called at any time by the Chairman of the Board of Directors, President or a
Vice President, or a majority of the Board of Directors acting with or without a
meeting, or the holder or holders of one-fourth of all shares outstanding and
entitled to vote thereat.

         SECTION 3. PLACE OF MEETINGS. Meetings of shareholders shall be held at
the office of the corporation in the City of Canfield, Ohio, unless the Board of
Directors decides that a meeting shall be held at some other place within or
without the State of Ohio and causes the notice thereof to so state.

         SECTION 4. NOTICES OF MEETINGS. Unless waived, a written, printed or
typewritten notice of each annual or special meeting, stating the day, hour and
place and the purpose or purposes thereof, shall be served upon or mailed to
each shareholder of record (a) as of the day next preceding the day on which
notice is given or (b) if a record date therefor is duly fixed, of record


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as of said date. Such notice shall be given not more than sixty (60) days, nor
less than ten (10) days before any such meeting. If mailed, it shall be directed
to a shareholder at his address as the same appears upon the records of the
corporation.

         All notices with respect to any shares of record in the names of two or
more persons may be given to whichever of such persons is named first on the
books of the corporation, and notice so given shall be effective as to all the
holders of record of such shares.

         Every person who by operation of law, transfer, transmission or
otherwise shall become entitled to any share or right or interest therein shall
be bound by every notice in respect of such share which, prior to his name and
address being entered upon the books of the corporation as the registered holder
of such share, shall have been given to the person in whose name such share
appears of record.

         SECTION 5. WAIVER OF NOTICE. Any shareholder, either before or after
any meeting, may waive in writing any notice required to be given by law or
under these Regulations; and whenever all of the shareholders entitled to vote
shall meet in person or by proxy and consent to hold a meeting, it shall be
valid for all purposes without call or notice and at such meeting any action may
be taken.

         SECTION 6. QUORUM. The shareholders present in person or by proxy at
any meeting for the determination of the number of directors or the election of
directors, or for the consideration or action upon reports required to be laid
before such meeting, shall constitute a quorum.

         At any meeting called for any other purpose, the holders of shares
entitling them to exercise a majority of the voting power of the corporation,
present in person or represented by proxy, shall constitute a quorum, except
when a greater proportion required by law, the Articles of Incorporation or this
Code of Regulations.

         At any meeting at which a quorum is present, all questions and business
which shall come before the meeting shall be determined by the vote of the
holders of a majority of such voting shares as are represented in person or by
proxy, except when a greater proportion is required by law or the Articles of
Incorporation.

         At any meeting, whether a quorum is present or not, the holders of a
majority of the voting shares represented by shareholders present in person or
by proxy may adjourn from time to time and from place to place without notice
other than by announcement at the meeting. At such


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adjourned meeting, at which a quorum is present, any business may be transacted
which might be transacted at the meeting as originally notified or held.

         SECTION 7. PROXIES. Any shareholder of record who is entitled to attend
a shareholder's meeting or to vote thereat or to assent or give consents in
writing shall be entitled to be represented at such meetings or vote thereat or
to assent or give consents in writing, as the case may be, or to exercise any of
his other rights, by proxy or proxies, appointed by a writing signed by such
shareholder, which need not be sealed, witnessed or acknowledged.

         A telegram, cablegram, wireless message or photogram appearing to have
been transmitted by a shareholder or a photographic, photostatic or equivalent
reproduction or a writing appointing a proxy shall be a sufficient writing.

         No appointment of a proxy shall be valid after the expiration of eleven
(11) months after it is made, unless the writing specifies the date on which it
is to expire or the length of time it is to continue in force.

         Unless the writing appointing a proxy or proxies otherwise provides:

                  1. Each and every proxy shall have the power of substitution,
and, when three (3) or more persons are appointed, a majority of them or their
respective substitutes may appoint a substitute or substitutes to act for all;

                  2. If more than one proxy is appointed, then (a) with respect
to voting or giving consents at a shareholders' meeting, a majority of such
proxies as attend the meeting, or if only one attends then that one, may
exercise all the voting and consenting authority thereat, and if one or more
attend and a majority do not agree on any particular issue, each proxy so
attending shall be entitled to exercise such authority with respect to an equal
number of shares, and (b) with respect to exercising any other authority, a
majority may act for all;

                  3. A writing appointing a proxy shall not be revoked by the
death or incapacity of the maker unless before the vote is taken or the
authority granted is otherwise exercised, written notice of such death or
incapacity is given to the corporation by the executor or administrator of the
estate of such maker or by the fiduciary having control of the shares in respect
of which the proxy was appointed;

                  4. The presence of a shareholder at a meeting shall not
operate to revoke a writing appointing a proxy. A shareholder, without affecting
any


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vote previously taken, any revoke such writing not otherwise revoked by giving
notice to the corporation in writing or in open meeting.

         SECTION 8. VOTING. At any meeting of shareholders, each shareholder of
the corporation shall, except as otherwise provided by law or by the Articles of
Incorporation or by these Regulations be entitled to one (1) vote in person or
by proxy for each share of the corporation registered in his name on the books
of the corporation (1) on the date fixed pursuant to subparagraph (f) of Section
2 of Article IV of these Regulations as the record date for the determination of
shareholders entitled to vote at such meeting, notwithstanding the prior or
subsequent sale, or other disposal of such share or shares or transfer of the
same on the books of the corporation of such share or shares on or after the
date so fixed, or (2) if no such record date shall have been fixed, then at the
time of such meeting.

         SECTION 9. FINANCIAL REPORTS. At the annual meeting of shareholders, or
the meeting held in lieu thereof, there shall be laid before the shareholders a
financial statement consisting of: (1) a balance sheet containing a summary of
the assets, liabilities, stated capital and surplus (showing separately any
capital surplus arising from unrealized appreciation of assets, other capital
surplus and earned surplus) of the corporation as of a date not more than four
(4) months before such meeting; if such meeting is an adjourned meeting, said
balance sheet may be as of a date not more than four (4) months before the date
of the meeting as originally convened; (2) a statement of profit and loss and
surplus including a summary of profits, dividends paid and other changes in the
surplus accounts of the corporation for the period commencing with the date
marking the end of the period for which the last preceding statement of profit
and loss required under this section was made and ending with the date of said
balance sheet.

         An opinion signed by the President or a Vice President or the Treasurer
or an Assistant Treasurer, or by a public accountant or firm of public
accountants, shall be appended to such financial statement, stating that the
financial statement presents fairly the corporation's financial position and the
results of its operations in conformity with generally accepted accounting
principles applied on a basis consistent with that of the preceding period, or
such other opinion as is in accordance with sound accounting practice.

         SECTION 10. ACTION WITHOUT A MEETING. Any action which may be
authorized or taken at any meeting of shareholders may be authorized or taken
without a meeting in a writing or writings signed by all the holders of shares
who would be entitled to notice of a meeting of the


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shareholders for such purpose. Such writing or writings shall be filed with or
entered upon the records of the corporation.

                                   ARTICLE III
                                   -----------

                      PROCEDURES FOR ELECTION OF DIRECTORS
                      ------------------------------------

         SECTION 1. NUMBER OF DIRECTORS. The number of directors constituting
the entire Board shall not be less than five (5) nor more than twenty-five (25),
the exact number of directors to be determined from time to time by a sixty-six
and two-thirds percent (66 2/3%) majority vote of the whole Board of Directors
of the corporation, and such exact number shall be eight (8) until otherwise so
determined in accordance with this Article III, Section 1. Unless otherwise
provided by law, any vacancy in the Board of Directors for any reason, including
an increase in the number thereof, shall be filled by action of the Board of
Directors as provided in accordance with these Regulations.

         SECTION 2. NOMINATIONS. Nominations of persons for election to the
Board of Directors of the Corporation at a meeting of the shareholders may be
made by or at the direction of the Board of Directors. Nominations may also be
made at a meeting of shareholders by any shareholder of the corporation entitled
to vote for the election of directors at the meeting who complies with the
notice procedures set forth in this Section 2 of Article III. Such nominations,
other than those made by or at the direction of the Board, shall be made
pursuant to timely notice in writing to the Secretary of the corporation. To be
timely, a shareholder's notice shall be delivered to or mailed and received at
the principal executive offices of the corporation not less than ninety (90)
days nor more than one hundred-twenty (120) days prior to the meeting; provided,
however, that in the event that less than ninety (90) days' notice or prior
public disclosure of the date of the meeting is given or made to shareholders,
notice by the shareholder to be timely must be so delivered or mailed no later
than the close of business on the 7th day following the date public disclosure
was made, whichever first occurs. Such shareholder's notice to the Secretary
shall set forth (a) as to each nominee of the shareholder: (i) the name, age,
business address and residence address of the person, (ii) the principal
occupation or employment history of the person for the last five (5) years, and
(iii) the class and number of shares of capital stock of the corporation which
are directly and beneficially owned by the person; and (b) as to the shareholder
giving the notice (i) the name and record address of the shareholder and (ii)
the class


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and number of shares of capital stock of the corporation which are directly and
beneficially owned by the shareholder. The corporation may require any proposed
nominee to furnish such other information as may reasonably be required by the
corporation to determine the eligibility of such proposed nominee to serve as
director of the corporation. No person shall be eligible for election as a
director of the corporation at a meeting of the shareholders unless nominated in
accordance with the procedures set forth herein. The chairman of the meeting
shall, if the facts warrant, determine and declare to the meeting that a
nomination was not made in accordance with the foregoing procedure and the
defective nomination shall be disregarded.

         SECTION 3. ELECTION AND TERM OF DIRECTORS. The Board of Directors shall
be divided into three (3) classes with the term of office of one class expiring
each year. At the annual meeting of Shareholders held in 2001, directors of the
first class shall be elected to hold office for a term expiring at the next
succeeding annual meeting, directors of the second class shall be elected to
hold office for a term expiring at the second succeeding annual meeting, and
directors of the third class shall be elected to hold office for a term expiring
at the third succeeding annual meeting. Any vacancies in the Board of Directors
for any reason, and any newly created directorships resulting from an increase
in the number of directors, may be filled by the Board of Directors, acting by a
majority of the directors then in office, although less than a quorum, and any
director so chosen shall hold office until the next election of the class for
which such director shall have been chosen and until their successor shall be
elected and qualified.

         No decrease in the number of directors shall shorten the term of any
incumbent director. Subject to the foregoing, at each annual meeting of
shareholders, the successors to the class of directors whose term shall then
expire shall be elected to hold office for a term expiring at the third
succeeding annual meeting.

         Amendment of this Article III, Section 3 - ELECTION AND TERM OF
DIRECTORS, shall require a sixty-six and two-thirds percent (66 2/3%) majority
vote of the shareholders.

         SECTION 4. VACANCIES. In case of a vacancy in the Board of Directors,
through increase in the number of directors, death, resignation,
disqualification, or other cause, the remaining directors, by an affirmative
vote of a majority thereof, shall elect a successor to hold office for the
unexpired portion of the term of the director whose place is vacant. If the
vacancy is created through an increase in the number of directors, the Board of
Directors shall determine the class of such directorship.



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         SECTION 5. REMOVAL OF DIRECTOR. Any or all of the directors shall only
be removed with cause and only by the affirmative vote of the holders of not
less than sixty-six and two-thirds percent (66 2/3%) of the voting stock of the
corporation at a meeting called for such purpose. Sufficient showing of cause
shall be determined by a two-thirds (2/3) majority vote of the unaffected
directors if there exists a minimum of four (4) unaffected directors. In the
event there exists less than four (4) unaffected directors, then sufficient
showing of cause shall be determined by unanimous vote of the unaffected
directors and by an opinion of an uninterested legal counsel designated by the
President of the corporation, which such opinion concurs with the findings of
the unaffected directors.

                                   ARTICLE IV
                                   ----------

                  POWERS, MEETING AND COMPENSATION OF DIRECTORS
                  ---------------------------------------------

         SECTION 1. GENERAL POWERS OF THE BOARD. The powers of the corporation
shall be exercised, its business and affairs conducted, and its property
controlled by the Board of Directors, except as otherwise provided in the
Articles of Incorporation, amendments thereto, or General Corporation Act of
Ohio.

         SECTION 2. OTHER POWERS. Without prejudice to the general powers
conferred by or implied in the preceding section, the directors, acting as a
Board, shall have powers:

                  (a) To fix, define and limit the powers and duties of all
         officers and to fix the salaries of all officers;

                  (b) To appoint, and at their discretion, with or without
         cause, to remove or suspend, such subordinate officers, assistants,
         managers, agents and employees as the directors may from time to time
         deem advisable, and to determine their duties and fix their
         compensation;

                  (c) To require any officer, agent or employee of the
         corporation to furnish a bond for faithful performance in such amount
         and with such sureties as the Board may approve;

                  (d) To designate a depository or depositories of the funds of
         the corporation and the officer or officers or other persons who shall
         be authorized to sign notes, check drafts, contracts, deeds, mortgages
         and other instruments on behalf of the corporation;

                  (e) To appoint and remove transfer agents and/or registrars
         for the corporation's shares;

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                  (f) To fix a time not exceeding forty-five (45) days preceding
         the date of any meeting of shareholders, or the date fixed for the
         payment of any dividend or distribution, or the date for the allotment
         of rights, or (subject to contract rights with respect thereto) the
         date when any change or conversion or exchange of shares shall be made
         or go into effect, as a record date for the determination of the
         shareholders entitled to notice of and to vote at any such meeting, or
         entitled to receive payment of any such dividend, distribution or
         allotment of rights, or to exercise the rights in respect to any such
         change, conversion or exchange of shares, and in such case, only the
         persons who are shareholders of record on the date so fixed shall be
         entitled to notice of and to vote at such meeting, or to receive
         payment of such dividend, distribution or allotment of rights, or to
         exercise such rights, as the case may be, notwithstanding any transfer
         of any shares on the books of the corporation after any record date
         fixed as aforesaid, or change of ownership of any shares either before
         or after such record date, and such persons shall conclusively be
         deemed to be the shareholders of the corporation on such record date,
         notwithstanding notice or knowledge to the contrary; and the Board of
         Directors may close the books of the corporation against transfer of
         shares during the whole or any part of such period; and

                  (g) To establish such rules and regulations respecting the
         issuance and transfer of shares and certificates for shares as the
         Board of Directors may consider reasonable.

         SECTION 3. MEETINGS OF THE BOARD. A meeting of the Board of Directors
shall be held immediately following the adjournment of each shareholders'
meeting at which directors are elected; notice of such meeting need not be
given.

         The Board of Directors may, by by-laws or resolution, provide for other
meetings of the Board.

         Special meetings of the Board of Directors may be held at any time upon
call of the Chairman of the Board of Directors, President, a Vice President, or
any two members of the Board.

         Notice of any special meeting of the Board of Directors shall be mailed
to each director addressed to him at his residence or usual place of business,
at least five (5) days before the day on which the meeting is to be held, or
shall be sent to him at such place by telegraph, cable, radio or wireless, or be
given personally or by telephone, not later than the day before the day on which
the meeting is to be held. Every such notice shall state the time and place of
the meeting but need


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not state the purposes thereof. Notice of any meeting of the Board need not be
given to any director, however, if waived by him in writing or by telegraph,
cable, radio or wireless, whether before or after such meeting is held, or if he
shall be present at such meeting; and any meeting of the Board shall be a legal
meeting without any notice thereof having been given, if all the directors shall
be present thereat.

         Meetings of the Board shall be held at the office of the corporation in
the City of Canfield, Ohio, or at such other place, within or without the State
of Ohio, as the Board may determine from time to time and as may be specified in
the notice thereof. Meetings of the Board of Directors may also be held by the
utilization of simultaneous telephonic communications linking all directors
present at such meetings, and all such business conducted via such telephonic
communication shall be considered legally enforceable by the corporation.

         SECTION 4. QUORUM. A majority of the Board of Directors shall
constitute a quorum for the transaction of business, provided that whenever less
than a quorum is present at the time and place appointed for any meeting of the
Board, a majority of those present may adjourn the meeting from time to time,
without notice other than by announcement at the meeting, until a quorum shall
be present.

         SECTION 5. ACTION WITHOUT MEETING. Any action may be authorized or
taken without a meeting in a writing or writings signed by all of the directors,
which writing or writings shall be filed with or entered upon the records of the
corporation.

         SECTION 6. COMPENSATION. The directors, as such, shall not receive any
salary for their services, but by resolution of the Board, a fixed sum and
expenses of attendance, if any, may be allowed for attendance at each regular or
special meeting of the Board; provided that nothing herein contained shall be
construed to preclude any director from serving the corporation in any other
capacity and receiving compensation therefore. Members of the executive
committee or of any standing or special committee may by resolution of the Board
be allowed such compensation for their services as the Board may deem
reasonable, and additional compensation may be allowed to directors for special
services rendered.

         SECTION 7. BY-LAWS. For the government of its actions, the Board of
Directors may adopt by-laws consistent with the Articles of Incorporation.

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<PAGE>   10


                                    ARTICLE V
                                    ---------

                                   COMMITTEES
                                   ----------


         SECTION 1. COMMITTEES. The Board of Directors may by resolution provide
for such standing or special committees as it deems desirable, and discontinue
the same at its pleasure. Each such committee shall have such powers and perform
such duties, not inconsistent with law, as may be designated by the Board of
Directors. Vacancies in such committees should be filed by the Board of
Directors, or as it may provide.

                                   ARTICLE VI
                                   ----------

                                    OFFICERS
                                    --------

         SECTION 1. GENERAL PROVISIONS. The Board of Directors shall elect a
President, such number of Vice Presidents as the Board may from time to time
determine, a Secretary and a Treasurer, and in its discretion, a Chairman of the
Board of Directors and a Vice Chairman of the Board of Directors. If no such
Chairman of the Board is elected by the Board of Directors, the President of the
corporation shall act as presiding officer of the corporation. The Board of
Directors may from time to time create such offices and appoint such other
officers, subordinate officers and assistant officers as it may determine. The
President and the Chairman of the Board shall be, but the other officers need
not be, chosen from among the members of the Board of Directors. Any two or more
of such offices, other than that of President and Vice President, Secretary and
Assistant Secretary, or Treasurer and Assistant Treasurer, may be held by the
same person, but no officer shall execute, acknowledge or verify any instrument
in more than one capacity.

         SECTION 2. TERM OF OFFICE. The officers of the corporation shall hold
office during the pleasure of the Board of Directors and, unless sooner removed
by the Board of Directors, until the organization meeting of the Board of
Directors following the date of their election or until their successors are
chosen and qualified.

         The Board of Directors may remove any officer at any time, with or
without cause, by a majority vote.

         A vacancy in any office, however created, shall be filled by the Board
of Directors.


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<PAGE>   11

                                   ARTICLE VII
                                   -----------

                               DUTIES OF OFFICERS
                               ------------------

         SECTION 1. CHAIRMAN OF THE BOARD. The Chairman of the Board, if one be
elected, shall preside at all meetings of the shareholders and Board of
Directors and shall have such other powers and duties as may be prescribed by
the Board of Directors or prescribed by the General Corporation Act.

         SECTION 2. VICE CHAIRMAN OF THE BOARD. The Vice Chairman of the Board,
if one be elected, shall preside at all meetings of the shareholders and Board
of Directors, in the absence of the Chairman of the Board. The Vice Chairman
shall have such powers and duties as may be prescribed by the Board of
Directors, or prescribed by the Chairman of the Board, or General Corporation
Act.

         SECTION 3. PRESIDENT. The President shall be the chief executive
officer of the corporation and shall exercise supervision over the business of
the corporation and over its several officers, subject, however, to the control
of the Board of Directors. In the absence of or if a Chairman of the Board shall
not have been elected or a Vice Chairman shall not have been elected, he shall
preside at meetings of the shareholders and Board of Directors. He shall have
authority to sign all certificates for shares and all deeds, mortgages, notes,
bonds, contracts and other instruments requiring his signature, and shall have
all the powers and duties prescribed by the General Corporation Act and such
others as the Board of Directors may from time to time assign him.

         SECTION 4. VICE PRESIDENTS. The Vice Presidents shall perform such
duties as are conferred upon them by these Regulations or as may from time to
time be assigned to them by the Board of Directors, the Chairman of the Board,
or the President. At the request of the President, or in his absence or
disability, the Vice President, designated by the President (or, in the absence
of such designation, the Vice President designated by the Board) shall perform
all the duties of the President and, when so acting, shall have all the powers
of the President. The authority of Vice Presidents to sign in the name of the
corporation all certificates for shares and authorized deeds, mortgages, bonds,
contracts, notes and other instruments shall be coordinate with like authority
of the President. Any one or more of the Vice presidents may be designated as an
"Executive Vice President."

         SECTION 5. SECRETARY. The Secretary shall keep minutes of all the
proceedings of the shareholders and Board of Directors and shall make proper
record of the same, which shall be


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attested by him; sign all certificates for shares and all deeds, mortgages,
bonds, contracts, notes and other instruments executed by the corporation and
requiring his signature; give notice of meetings of shareholders and directors;
produce on request at each meeting of shareholders for the election of directors
a certified list of shareholders, arranged in alphabetical order; keep such
books as may be required by the Board of Directors and file all reports to
States, to the Federal Government and to foreign countries; and perform such
other and further duties as may from time to time be assigned to him by the
Board of Directors, the Chairman of the Board or by the President.

         SECTION 6. TREASURER. The Treasurer shall have general supervision of
all finances; he shall receive and have in charge all monies, bills, notes,
deeds, leases, mortgages and similar property belonging to the corporation; and
shall do with the same as may from time to time be required by the Board of
Directors. He shall cause to be kept adequate and correct accounts of the
business transactions of the corporation, including account of its assets,
liabilities, receipts, disbursements, gains, losses, stated capital, surplus and
shares, together with such other accounts as may be required, and, upon the
expiration of her term of office, shall turn over to his successor or to the
Board of Directors all property, books, papers and monies of the corporation in
his hands; and he shall perform such other duties as may from time to time be
assigned to him by the Board of Directors.

         SECTION 7. ASSISTANT AND SUBORDINATE OFFICERS. The Board of Directors
may appoint such assistant and subordinate officers as it may deem desirable.
Each such officer shall hold office during the pleasure of the Board of
Directors and shall perform such duties as the Board of Directors may prescribe.
The Board of Directors may from time to time authorize any officer to appoint
and remove subordinate officers, to prescribe their authority and duties and to
fix their compensation.

         SECTION 8. DUTIES OF OFFICERS MAY BE DELEGATED. In the absence of any
officer of the corporation, or for any other reason which the Board of Directors
may deem sufficient, the Board of Directors may delegate for the time being
powers or duties or any of them, of any such officer to any other officer or to
any director.



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<PAGE>   13

                                  ARTICLE VIII
                                  ------------

                             CERTIFICATE FOR SHARES
                             ----------------------

         SECTION 1. FORM AND EXECUTION. Certificates for shares shall be issued
to each shareholder in such form as shall be approved by the Board of Directors.
Such certificates shall be signed by the Chairman of the Board of Directors or
the President or a Vice President and by the Secretary, an Assistant Secretary,
the Treasurer or an Assistant Treasurer of the corporation, which shall certify
the number and class of shares held by him in the corporation, but no
certificate for shares shall be executed or delivered until such shares are
fully paid. When such certificate is countersigned by an Incorporated Transfer
Agent or Registrar, the signature of any of said officers and the seal of the
corporation may be facsimile, engraved, stamped or printed. Although any officer
of the corporation whose manual or facsimile signature is affixed to such a
certificate ceases to be such officer before the certificate is delivered, such
certificate, nevertheless, shall be effective in all other respects when
delivered.

         Such certificates for share shall be transferable in person or by
attorney, but, except as hereinafter provided in the case of lost, mutilated or
destroyed certificates, no transfer of shares shall be entered upon the records
of the corporation until the previous certificates, if any, given for the same
shall have been surrendered and cancelled.

         SECTION 2. LOST, MUTILATED OR DESTROYED CERTIFICATES. If any
certificates for shares are lost, mutilated or destroyed, the Board of Directors
may authorize the execution and delivery of a new certificate in place thereof,
upon such terms and conditions as it may deem advisable. The Board of Directors,
in its discretion, may refuse to execute such new certificate until the
corporation has been indemnified by a final order of decree of a court of
competent jurisdiction.

         SECTION 3. REGISTERED SHAREHOLDERS. A person in whose name shares are
of record on the books of the corporation shall conclusively be deemed the
unqualified owner thereof, for all purposes, and to have capacity to exercise
all rights of ownership. Neither the corporation nor any transfer agent of the
corporation shall be bound to recognize any equitable interest in or claim to
such shares on the part of any other person, whether disclosed upon such
certificate or otherwise, nor shall they be obligated to see to the execution of
any trust or obligation.


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<PAGE>   14

                                   ARTICLE IX
                                   ----------

                                   FISCAL YEAR
                                   -----------

         The fiscal year of the corporation shall end on the 31st day of
December, in each year, or on such other day as may from time to time be fixed
by the Board of Directors.

                                    ARTICLE X
                                    ---------

                                      SEAL
                                      ----

         The Board of Directors may, in its discretion, provide a suitable seal
containing the name of the corporation. If deemed advisable by the Board of
Directors, duplicate seals may be provided and kept for the purposes of the
corporation.

                                   ARTICLE XI
                                   ----------

                                   AMENDMENTS
                                   ----------

         These Regulations may be amended or repealed at any meeting of
shareholders called for that purpose, by the affirmative vote of the holders of
record of shares entitling them to exercise a majority of the voting power on
such proposal, or, without a meeting, by the written consent of the holders of
record of shares entitling them to exercise two-thirds (2/3) of the voting power
on such proposal.





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