Exhibit #3.2

                           AMENDED CODE OF REGULATIONS

                             AMERICAN BANCORPORATION

        The following Code of Regulations  supercedes and takes the place of the
heretofore existing Code of Regulations of the Company.

                                    ARTICLE I

                                     OFFICES

               Section  1.  Principal  Office.  The  principal  offices  of  the
               Corporation  in the State of Ohio is in the City of Columbus  and
               in Franklin County.

               Section 2. Other Offices.  The  Corporation may also have offices
               at such other places both within and without the State of Ohio as
               the Board of  Directors  may from time to time  determine  or the
               business of the Corporation may require.

                                   ARTICLE II

                            MEETINGS OF SHAREHOLDERS

        Section 1. Annual Meeting.  The annual meeting of the Shareholders shall
be held in March, April, or May of each year on such day and at such hour as the
Board of Directors  way fix, for the purpose of electing  Directors  and for the
transaction  of such  other  business  as way come  before the  meeting.  If the
election of Directors shall not be held in the manner of designation  herein for
any annual meeting of the Shareholders, or at any adjournment thereof, the Board
of  Directors  shall cause the  election to be held at a special  meeting of the
Shareholders as soon thereafter as may be convenient.

        Section 2. Special Meetings.  Special meetings of the Shareholders,  for
any purpose or purposes,  unless otherwise  prescribed by statute, nay be called
by the President, by the Chairman of the Board of Directors, and shall be called
by the President or the Secretary at the request of the holders of not less than
twenty-five of all the outstanding shares of the Corporation entitled to vote at
the meeting.

        Section 3. Place of Meeting.  The Board of Directors  may  designate any
place,  either  within or without  the State of Ohio as the place of meeting for
any annual meeting or for any special  meeting called by the Board of Directors.
A waiver of notice  signed by a majority of  Shareholders  entitled to vote at a
meeting may designate any place,  either within or without the State of Ohio, as
the place for the holding of such  meeting.  If no  designation  is made or if a
special meeting be otherwise called, the place of meeting shall be the principal
office of the Corporation in the State of Ohio.

        Section 4. Notice of Meeting.  (a) Written or printed notice stating the
place, date, and hour of the meeting,  and in the case of a special meeting, the
purpose or purposes for which the meeting is called, shall be delivered not less
than  seven nor more than  sixty days  before  the date of the  meeting,  either
personally or by mail, or by the direction of the  President,  or the Secretary,
or the  officer or persons  calling the meting,  to each  Shareholder  of record
entitled to vote at such  meting.  If wailed,  such notice shall be deemed to be
delivered when deposited in the United States mail, addressed to the Shareholder
at his  address as it appears on the stock  transfer  books of the  Corporation,
with  postage  thereon  prepaid.  In the event of the  transfer of shares  after
notice has been given and prior to the holding of meting,  it shall be necessary
to serve notice upon the transferee.  If any meting is adjourned to another time
or place,  no further  notice as to such adjourned  meting need be given,  other
than by announcement at the meting at which such adjournment is taken.




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                (b) Whenever notice is required to be given under any provisions
of these Regulations, a written waiver thereof, signed by the person entitled to
notice,  whether before or after the time stated in these Regulations,  shall be
deemed to be  equivalent  to notice.  Attendance  of a person at a meeting shall
constitute a waiver of notice of such meting,  except when the person  attends a
meting for the express purpose of objecting,  at the beginning of the meting, to
the  transaction  of any business  because the meting is not lawfully  called or
convened.

        Section 5. Closing of Transfer Books or Fixing of Record Date.
                (a) For the  purpose of  determining  Shareholders  entitled  to
notice or to vote at any meting of Shareholders or any adjournment  thereof,  or
Shareholders  entitled to receive payment of any dividend, or in order to make a
determination  of  Shareholders  for any  other  proper  purpose,  the  Board of
Directors of the  Corporation may provide that the stock transfer books shall be
closed for a stated  period but not to exceed,  in any case,  sixty days. If the
stock transfer books shall be closed for the purpose of determining Shareholders
entitled to notice or to vote at a meting of  Shareholders,  such books shall be
closed for at least seven days immediately preceding such meting.

                (b) In lieu of closing the stock  transfer  books,  the Board of
Directors  may  fix  in  advance  a  date  as  the  record  date  for  any  such
determination of  Shareholders,  such date in any case to be not more than sixty
days, and in case of a meting of Shareholders, not less than seven days prior to
the date on  which  the  particular  action,  requiring  such  determination  of
Shareholders, is to be taken.

                (c) If no record date is fixed and the stock  transfer books are
not closed:

                      (1) The record date for determining  Shareholders entitled
                      to notice of or to vote at a meeting of Shareholders shall
                      be at the close of business on the day next  preceding the
                      day on which notice is given, or, if notice is waived,  at
                      the close of business on the day next preceding the day on
                      which the meting is held, as the case may be.

                      (2) The record date for determining  Shareholders entitled
                      to express consent to corporate  action in writing without
                      a meting,  when no prior  action by the Board of Directors
                      is necessary,  shall be the day on which the first written
                      consent is expressed.

                (3)   The record date for determining Shareholders for any other
                      purpose  shall be at the close of  business  on the day on
                      which  the  Board  of  Directors   adopts  the  resolution
                      relating thereto.

                (d)   A determination  of Shareholders of record to notice of or
                      to vote at a meeting of  shareholders  shall  apply to any
                      adjournment of the meeting;  provided,  however,  that the
                      Board  of  Directors  may fix a new  record  date  for the
                      adjourned meeting.

        Section 6. Voting Lists. The officer or agent having charge of the stock
transfer  books for shares of the  Corporation  shall make,  at least seven days
before  each  meeting  of  Shareholders,  a  complete  list of the  Shareholders
entitled  to vote at such  meeting,  or any  adjournment  thereof,  arranged  in
alphabetical  order,  with the address of and the number of shares held by each,
which list,  for a period of seven days prior to such meeting,  shall be kept on
file at the  principal  office of the  Corporation  and shall be  subject to the
inspection by any  Shareholder,  for any purpose germane to the meeting,  at any
time during usual business hours. Such list shall also be produced and kept open
at the time and place of the meeting and shall be subject to the  inspection  of
any  Shareholder  during  the whole  time of the  meeting.  The  original  stock
transfer  book  shall be prima  facie  evidence  as to who are the  Shareholders
entitled  to examine  such list or  transfer  book or to vote at any  meeting of
Shareholders.

        Section 7. Quorum. The Shareholders present in person or by proxy at any
meeting for the election of directors shall constitute a quorum for that propose
to  constitute a quorum at any meeting of  shareholders  for any other  purpose,
there shall be present,  in person or by proxy,  the holders of shares entitling
them to exercise a majority of the voting power.  If less than a majority of the
outstanding  shares are  represented  at a meeting,  a majority of the shares so
represented may adjourn the meeting from time


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to time without  further  notice.  At such  adjourned  meeting at which a quorum
shall be present or represented, any business may be transacted which might have
been transacted at the meeting as originally notified.  The Shareholders present
at a duly organized meeting may continue to transact business until adjournment,
notwithstanding  the  withdrawal  of enough  Shareholders  to leave  less than a
quorum.

        Section 8. Proxies.  At all meetings of Shareholders,  a Shareholder may
vote by proxy executed in writing by the  Shareholder or by his duly  authorized
attorney-in-fact.   Such  proxy  shall  be  filed  with  the  Secretary  of  the
Corporation before or at the time of the meeting.  No proxy shall be valid after
eleven months from the date of its execution,  unless otherwise  provided by the
proxy.

        Section 9. Voting Shares. Each outstanding share entitled to vote shall
be entitled to one vote upon each matter submitted to a vote at a meeting of
Shareholders.

        Section 10. Voting of Shares by Certain Holders.
        (a) Shares  standing in the name of another  corporation may be voted by
such officer,  agent or proxy as the By-Laws of such  corporation may prescribe,
or , in the  absence  of such  provision,  as the  Board  of  Directors  of such
corporation may determine.

        (b) Shares held by an administrator,  executor, guardian, or conservator
way be voted by him,  either in person or by proxy,  without a transfer  of such
shares into his name.  Shares  standing in the name of a trustee may be voted by
him,  either  in person or by proxy but no  trustee  shall be  entitled  to vote
shares held by him without a transfer of such shares into his name.

         (c)  Shares  standing  in the name of a  receiver  may be voted by such
receiver,  and shares held by or under the control of a receiver may be voted by
such receiver  without  transfer  thereof into his name if authority to do so be
contained  in an  appropriate  order of the  court by which  such  receiver  was
appointed.

         (d) A  Shareholder  whose shares are pledged  shall be entitled to vote
such shares until the shares have been transferred into the name of the pledgee,
and thereafter the pledgee shall be entitled to vote the shares so transferred.

         (e) Shares of its own stock  belonging to the Corporation or held by it
in a  fiduciary  capacity  shall not be voted,  directly or  indirectly,  at any
meeting, and shall not be counted in determining the total number of outstanding
shares at any given time.

        Section 11. Informal Action by Shareholders. Unless otherwise prohibited
by law,  any action  required to be taken at a meeting of  Shareholders,  or any
other action which may be taken at a meeting of the  Shareholders,  may be taken
without a meeting if a consent in  writing,  setting  forth the action so taken,
shall be signed by all the holders of  outstanding  stock.  Prompt notice of the
taking of the corporate action without a meeting by less than unanimous  written
consent shall be given to those Shareholders who have not consented in writing.

                                   ARTICLE III

                               BOARD OF DIRECTORS

        Section  1.  General  Powers.  The  business  and  affairs of the
          Corporation shall be managed by its Board of Directors.

        Section 2. Number, Tenure, and Qualifications.
        (a) The number of  Directors of the  Corporation  shall be not less than
three nor more than thirty-five the precise number to be determined  annually by
a resolution  of the Board of  Directors.  The number of Directors  shall not be
changed after the annual  meeting  except at a special  meeting of  Shareholders
called for that  purpose.  The  Directors  shall be classified in respect to the
time for which they shall severally hold office, by dividing them into three (3)
classes, each class consisting of approximately one-third of the whole


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number of the Board of  Directors  or such  other  number as  determined  by the
Board.  The  Directors of the first class shall be elected for a term of one (1)
year;  the  Directors of the second class shall be elected for a term of two (2)
years, and the Directors of the third class shall be elected for a term of three
(3) years. At each annual election, the successors to the Directors of the class
whose  term shall  expire in that year  shall be elected to hold  office for the
term of three years ( or such lesser terms as determined by the Board),  so that
the term of  office  of one  class  of  directors  shall  expire  in each  year.
Directors  need not be  residents  of the State of Ohio or  Shareholders  of the
Corporation.  Any  Director  may resign at any time upon  written  notice to the
Corporation.

        (b) The membership of the Board of Directors of the Corporation shall be
advised by the Advisory  Directors of the  Corporation.  Advisory  Directors may
advise the Board of  Directors  on all matters  submitted  for the Board's  vote
except  for  (1)  the  selection  of  Directors  to  fill  vacancies;   (2)  The
determination  as to how the shares of affiliate  banks of the company  shall be
voted  and (3)  such  other  reserved  questions  as the  Directors  shall  deem
appropriate as further  exceptions.  Membership as an Advisory Director shall be
determined by the Board of Directors.

         (c) The membership of the Board of Directors of the  Corporation  shall
be advised by the  Council of  Presidents  of the  Corporation.  The  Council of
Presidents  way advise the Board of Directors of all matters  submitted  for the
Board's vote except for (1) the  selection of directors to fill  vacancies;  (2)
the  determination  as to how the shares of affiliate banks of the company shall
be voted and (3) such  other  reserved  questions  as the  Directors  shall deem
appropriate as further  exceptions.  The membership on the Council of Presidents
shall be  determined by the Board of Directors,  however,  each  President of an
affiliate  of the  Company  shall be a member of the  Council  ex-officio.  Such
members to the Council shall also be known as Advisory Directors.

        Section 3. Committees.
        (a) The Board of Directors  may, by  resolution  passed by a majority of
the whole board, designate one or more committees,  each committee to consist of
not less than three of the Directors of the Corporation. The Board may designate
one or more Directors as alternate members of any committee, who may replace any
absent or disqualified member at any meeting of the Committee.

        (b) Any such committee,  to the extent provided in the resolution of the
Board of Directors,  shall have and may exercise all the powers and authority of
the Board of  Directors  in the  management  of the  business and affairs of the
Corporation,  and may authorize the seal of the Corporation to be affixed to all
papers  which may  require  it,  but no such  committee  shall have the power or
authority of filling  vacancies  among the  directors or in any committee of the
directors.

        (c) Each such  committee  shall  keep a written  record of its facts and
proceedings  and shall  submit  such  record to the Board of  Directors  at each
regular  meeting  thereof and at such other times as  requested  by the Board of
Directors. Failure to submit such record, or failure of the Board to approve any
action indicated therein will not, however, invalidate such action to the extent
it has been carried out by the Corporation  prior to the time the record of such
action was, or should have been,  submitted  to the Board of Directors as herein
provided.

        Section 4. Regular Meetings. A regular meeting of the Board of Directors
shall be held without other notice than this Regulation  immediately  after, and
at the same  place as,  the annual  meeting  of the  Shareholders.  The Board of
Directors  may  provide,  by  resolution,  the time and place  either  within or
without the State of Ohio for the holding of additional regular meetings without
other notice than such resolution.

        Section 5. Special Meetings.  Special meetings of the Board of Directors
may be called by or at the request of the  Chairman  of the Board of  Directors,
the President, or a majority of the Directors.  The person or persons authorized
to call  special  meetings of the Board of Directors  may fix any place,  either
within or  without  of the State of Ohio as the place for  holding  any  special
meeting of the Board of Directors called by them.

        Section 6. Notice. Notice of any such meeting shall be given at least
two days previously thereto by


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written  notice  delivered  personally or mailed,  telegram or cablegram to each
Director at his business address.  If mailed,  such notice shall be deemed to be
delivered  when  deposited in the United States Mail so addressed,  with postage
thereon prepaid. If notice be given by telegram,  such notice shall be deemed to
be  delivered  when the  telegram is delivered  to the  telegraph  company.  Any
Director  may waive  notice of any meeting.  The  attendance  of a Director at a
meeting  shall  constitute  a waiver of notice of such  meeting,  except where a
Director  attends  a  meeting  for  the  express  purpose  of  objecting  to the
transaction  of any business  because the meeting is not lawfully  called for or
convened.  Neither  the  business to be  transacted  at, nor the purpose of, any
regular or special  meeting of the Board of  Directors  need be specified in the
notice or waiver of such meeting.
        Section 7. Quorum; Interested Directors.

        (a) A majority of the number of directors  fixed in the manner  provided
by Section 2 of this Article III shall  constitute a quorum for the  transaction
of  business  at any  meeting of the Board of  Directors,  but if less than such
majority  is present  at a meeting,  a majority  of the  Directors  present  may
adjourn the meeting from time to time without further notice.

        (b) No contract or transaction  between the  Corporation and one or more
of the  Directors  or  officers,  or  between  the  Corporation  and  any  other
corporation,  partnership,  association,  or other  organization in which one or
more of the Directors or officers are Directors or officers, or have a financial
interest,  shall be void or voidable  solely for this reason,  or solely because
the  Director  or officer is present at or  participates  in the  meeting of the
Board of Committee  thereof which  authorizes  the contract or  transaction,  or
solely because his or their votes are counted for such purpose, if:

                            (1) The  material  facts as to his  relationship  or
                            interest and as to the contract or  transaction  are
                            disclosed  or are known to the Board of Directors or
                            the  Committee,  and the Board of  Committee in good
                            faith  authorizes the contract or transaction by the
                            affirmative votes of a majority of the disinterested
                            Directors,  even though the disinterested  Directors
                            be less than a quorum; or

                            (2) The  material  facts as to his  relationship  or
                            interest and as to the contract or  transaction  are
                            disclosed or are known to the Shareholders  entitled
                            to vote thereon,  and the contract or transaction is
                            specifically   approved   in  good   faith   by  the
                            Shareholders; or

                            (3) The  contract or  transaction  is fair as to the
                            Corporation   as  of  the  time  it  is  authorized,
                            approved, or ratified, by the Board of Directors,  a
                            committee thereof, or the Shareholders.

        (c) Common or  interested  Directors may be counted in  determining  the
presence of a quorum,  at a meeting of the Board of  Directors or of a committee
which authorizes the contract or transaction.

        Section 8. Manner of Acting. The act of the majority of the Directors
present at a meeting at which a quorum is present shall be the act of the Board
of Directors.

        Section 9.  Vacancies.  Any vacancy  occurring in the Board of Directors
may be filled by the affirmative  vote of a majority of the remaining  directors
though less than a quorum of the Board of Directors.  A Director elected to fill
a vacancy shall be elected until the next annual meeting of  Shareholders or any
special meeting prior thereto office. Any directorship to be filled by reason of
an increase in the number of Directors shall be filled by election at any annual
meeting or at a special  meeting of  Shareholders  called for that purpose or by
the affirmative vote of a majority of the Directors where the Shareholders  have
so delegated the authority.

        Section 10. Compensation.  When authorized by resolution of the Board of
Directors,  Directors  and members of any  committee of the Board of  Directors,
shall be entitled to reasonable Compensation for their services as Directors and
members of any such committee and to reimbursement  for any reasonable  expenses
incurred in attending such meeting. Any person receiving compensation under this
provision shall not be barred from serving the Corporation in any other capacity
and receiving reasonable compensation for such other services.



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        Section 11. Presumption of Assent.
        (a) A  Director  of the  Corporation  who is present at a meeting of the
Board of  Directors at which  action on any  corporate  matter is taken shall be
presumed  to have  assented  to the action  taken  unless his  dissent  shall be
entered  in the  minutes  of the  meeting  or unless he shall  file his  written
dissent to such action with the person  acting as the  Secretary  of the meeting
before the adjournment  thereof or shall forward such dissent by registered mail
to the Secretary of the  Corporation  immediately  after the  adjournment of the
meeting.  Such right to dissent shall not apply to a Director who voted in favor
of such action.

        (b) The members of the Board of Directors or of any committee designated
by the Board of Directors  shall,  in the  performance  of his duties,  be fully
protected  in relying in good faith upon the books of account or reports made to
the Corporation by any of its officers,  or by an independent  certified  public
accountant,  or by an appraiser  selected with  reasonable  care by the Board of
Directors  or by any such  committee,  or in  relying  in good  faith upon other
records of the Corporation.

        Section 12. Informal Action.
        (a) Any action  required or  permitted to be taken at any meeting of the
Board of Directors or any committee  thereof may be taken without a meeting,  if
all  members of the Board or  committee  as the case my be,  consent  thereto in
writing,  and the writing or writings are filed with the minutes of  proceedings
of the Board or committee.

        (b) The members of the Board of Directors or any committee designated by
such Board,  may participate in a meeting of such Board or committee by means of
conference  telephone  or similar  communication  equipment by mans of which all
persons participating in the meeting can hear each other, and participation in a
meeting pursuant to this subsection shall constitute  presence in person at such
meeting.

                                   ARTICLE IV

                                    OFFICERS

        Section 1. Number.  The officers of the corporation shall be a President
and one or more Vice  Presidents  (the number  thereof to be  determined  by the
Board of Directors), a Secretary, and a Treasurer, each of whom shall be elected
by the Board of Directors.  The Board of Directors may from time to time elect a
Chairman  of the  Board,  one or more Vice  Presidents,  Assistant  Secretaries,
Assistant Treasurers,  and such other officers,  assistant officers, and agents,
as may  be  deemed  necessary  may be  elected  or  appointed  by the  Board  of
Directors.  Any two or more offices may be held by the same  person,  except the
offices of President and Secretary.

        Section 2. Election and Tenn of Office.  The officers of the Corporation
to be elected by the Board of Directors  shall be elected  annually by the Board
of Directors at the first meeting of the Board held after each annual meeting of
the Shareholders. If the election of officers shall not be held at such meeting,
such election shall be held as soon  thereafter as  conveniently as may be. Each
officer shall hold office until his  successor  shall have been duly elected and
shall have  qualified  or until his death or until he shall resign or shall have
been removed or in the manner hereinafter provided.

        Section 3.  Removal.  Any officer or agent  elected or  appointed by the
Board of  Directors  may be removed by the Board of  Directors  whenever  in its
judgment the best interests of the Corporation would be served thereby, but such
removal shall be without prejudice to the contract rights, if any, of the person
removed.

        Section 4. Vacancies. A vacancy in any office because of death,
resignation, removal,disqualification or otherwise, way be filled by the Board
of Directors for the unexpired portion of the term.

        Section 5. The Chairman of the Board.  The Chairman of the Board, if one
be  elected,  shall,  when  present,  preside  at all  meetings  of the Board of
Directors. Except where required or permitted by law to be otherwise signed, the
Chairman shall possess the same power as the President to sign all certificates,
contracts,  and other  instruments of the Corporation which way be authorized by
the Board of Directors.



<PAGE>



        Section 6. The President.  The President shall have general  supervision
of the business and affairs of the  Corporation  and over its several  officers,
subject  to the  control  of the Board of  Directors.  He shall,  when  present,
preside  at all  meetings  of the  Shareholders.  It  shall  be his duty to have
general and active management of the business of the Corporation and to see that
all orders and resolutions of the Board of Directors are carried into effect. He
may sign,  with the  Secretary  or any other proper  officer of the  Corporation
thereunto  authorized by the Board of Directors,  certificates for shares of the
Corporation,  any deeds, mortgages, bonds, contracts, or other instruments which
the Board of Directors has authorized to be executed,  except in cases where the
signing and  execution  thereof  shall be  expressly  delegated  by the Board of
Directors  or by  these  Regulations  to some  other  officer  or  agent  of the
Corporation, or shall be required by law to be otherwise signed or executed; and
in  general  shall  perform  all  duties  as may be  prescribed  by the Board of
Directors  from  time  to  time.  The  President  must  be  a  Director  of  the
Corporation.

        Section 7. The Vice President. In the absence of the President or in the
event of his death,  inability or refusal to act, the Executive Vice  President,
if one be  elected,  shall  perform  the  duties of the  President,  and when so
acting,  shall have all the powers of an be subject to all the restrictions upon
the President. The Executive Vice President, if there be one, may sign, with the
Secretary or an Assistant Secretary, certificates for shares of the Corporation;
and shall  perform such other duties as from time to time nay be assigned to him
by the President or by the Board of Directors.  Any additional  Vice  Presidents
shall perform such duties as the  President or the Board of Directors  may, from
time to time designate.

        Section 8. The Secretary.  The Secretary  shall: (a) keep the minutes of
the Shareholders, the Board of Directors meetings, and of the Committees thereof
in one or more books  provided  for that  purpose;  (b) see that all notices are
duly given in accordance with the provisions of these Regulations or as required
by  law;  (c) be  custodian  of the  corporate  records  and of the  seal of the
Corporation  and  see  that  the  seal  of the  Corporation  is  affixed  to all
documents, the execution of which on behalf of the Corporation under its seal is
duly  authorized;  (d) sign with the President or the Executive Vice  President,
certificates for shares of the Corporation the issuance of which shall have been
authorized by resolution of the Board of Directors;  and (e) in general  perform
all duties as from time to time may be  assigned to him by the  President  or by
the Board of Directors.

        Section 9. The  Treasurer.  If required by the Board of  Directors,  the
Treasurer shall give a bond for the faithful discharge of his duties in such sum
and with such surety or sureties as the Board of  Directors  may  determine.  He
shall:  (a) have  charge  and  custody of and be  responsible  for all funds and
securities  of the  Corporation;  receive and give  receipts  for monies due and
payable to the  Corporation  from any source  whatsoever,  and  deposit all such
monies in the name of the  Corporation in such banks,  trust  companies or other
depositories as shall be selected in accordance with the provisions of Article V
of these Regulations;  and (b) in general, perform all of the duties incident to
the  office  of  Treasurer  and such  other  duties  as from time to time nay be
assigned to him by the President or by the Board of Directors.

        Section  10.  Assistant  Secretaries  and  Assistant   Treasurers.   The
Assistant Secretaries,  when authorized by the Board of Directors, may sign with
the President or a Vice President certificates for shares of the Corporation the
issuance of which shall have been  authorized  by a  resolution  of the Board of
Directors. The Assistant Treasurers shall respectively,  if required b the Board
of Directors,  give bonds for the faithful discharge of their duties in such sum
and with such sureties as the Board of Directors shall determine.  The Assistant
Secretaries and Assistant Treasurers,  in general,  shall perform such duties as
shall be assigned to them by the Secretary or the Treasurer, respectively, or by
the President or by the Board of Directors.

        Section 11.  Salaries.  The salaries of the Officers shall be fixed from
time to time by the  President  (except  as to his own  salary)  or the Board of
Directors and no officer shall be prevented from receiving such salary by reason
of the fact that he is also a Director of the Corporation.

                                    ARTICLE V

                               CONTRACTS, LOANS, CHECKS, AND DEPOSITS

        Section 1. Contracts. The Board of Directors or Executive Committee may
authorize any officer or officers, agent or agents, to enter into any contract
or execute and deliver any instrument in the name of


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and on behalf of the Corporation, and such authority may be general or confined
to specific instances.

        Section  2.  Loans.  No  loans  shall be  contracted  on  behalf  of the
Corporation and no evidences of indebtedness  shall be issued in its name unless
authorized  by a resolution  of the Board of  Directors or Executive  Committee.
Such authority may be general or confined to specific instances.

        Section 3. Checks,  Drafts, Etc. All Checks,  drafts or other orders for
the payment of money,  notes,  or other evidence of  indebtedness  issued in the
name of the Corporation,  shall be signed by such officer or officers,  agent or
agents  of the  Corporation  and in such  manner  as shall  from time to time be
determined by resolution of the Board of Directors or Executive Committee.

        Section 4. Deposits. All funds of the Corporation not otherwise employed
shall be deposited  from time to time to the credit of the  Corporation  in such
banks,  trusts  companies,  or other  depositories  as the Board of Directors or
Executive Committee may select.

                                   ARTICLE VI

                            CERTIFICATES FOR SHARES AND THEIR TRANSFER

        Section 1. Certificates for Shares.  Certificates representing shares of
the  Corporation  shall be in such form as shall be  determined  by the Board of
Directors.  Such certificates  shall be signed by the President or the Executive
Vice  President  and by the  Secretary or an Assistant  Secretary.  The Board of
Directors  may, be  resolution,  provide that any Vice  President  may sign such
certificate  instead of the  President and that a Vice  President,  Treasurer or
Assistant  Treasurer,  if  any,  may  sign  instead  of the  Secretary.  If such
certificate is countersigned  (1) by a transfer agent other than the Corporation
or its  employee,  or (2) by a  registrar  other  than  the  corporation  or its
employee,  and  any  signature  on  the  certificate  may  be a  facsimile.  All
certificates for shares shall be consecutively numbered or otherwise identified.
The name and address of the person to whom the shares and the date of the issue,
shall  be  entered  on  the  stock  transfer  books  of  the  Corporation.   All
certificates  surrendered to the Corporation for transfer shall be cancelled and
no new  certificate  shall be issued  until the  former  certificate  for a like
number of shares shall have been  surrendered or cancelled,  except that in case
of a lost, destroyed,  or mutilated certificate a new one may be issued therefor
Upon such terms and indemnity to the  Corporation  as the Board of Directors may
prescribe.

        Section 2.  Transfer of Shares.  Transfer  of shares of the  Corporation
shall be made only on the stock  transfer book of the  Corporation by the holder
of record  thereof  or by his legal  representative,  who shall  furnish  proper
evidence of authority to transfer,  or by his attorney  thereunto  authorized by
power of attorney duly executed and filed with the Secretary of the Corporation,
and on surrendered for  cancellation  of the  certificate  for such shares.  The
person  in whose  name  shares  stand on the books of the  Corporation  shall be
deemed by the Corporation to be the owner thereof for all purposes.

        Section 3. Restriction on Transfer of Shares. The Board of Directors may
place such restrictions on the transfer (whether inter-vivos, by inheritance, or
by testamentary disposition),  hypothecation,  or other disposition of shares by
capital  stock  issued by the  Corporation,  which,  in its  judgment,  it deems
advisable, and which do not unreasonably restrain alienation.  Such restrictions
may,  among other  things,  require that the  Corporation  be furnished  with an
opinion of Counsel,  satisfactory to it, that such transfer,  hypothecation,  or
other  disposition  will not result in the violation of any Federal or State Law
relating to  securities  transactions,  or with a  statement  or ruling from the
governmental agency administering such law to that effect. The same restrictions
way be placed on previously  issued and  outstanding  shares of capital stock of
the  Corporation  if the consent of the holders  thereof is  obtained.  Any such
restrictions  placed on the transfer,  hypothecation or other disposition of the
shares of capital stock of the Corporation shall be conspicuously  noted on each
certificate covering shares affected by such restrictions.

        Section 4.  Transfer  Agent or  Registrar.  The Board of  Directors  may
appoint  one or  more  transfer  agents  or  transfer  clerks  and  one or  more
registrars, and may require all certificates for shares to bear the signature or
signature of any of them.




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                                   FISCAL YEAR

        The  fiscal  year of the  Corporation  shall  begin on the  first day of
January and end on the last day of December in each year.





                                  ARTICLE VIII

                                    DIVIDENDS

        The Board of Directors may from time to time declare and the Corporation
may pay,  dividends on its  outstanding  shares in the manner and upon the terms
and conditions provided by law.

                                   ARTICLE IX

                                 CORPORATE SEAL

        The Board of  Directors  may  provide a  corporate  seal which  shall be
circular in form and have  inscribed  thereon the name of the  Corporation,  the
state of  incorporation,  the date of same, and the words  "Corporate  Seal". In
lieu of the corporate  seal,  when so  authorized  by the Board of Directors,  a
facsimile thereof way be impressed or affixed or reproduced.

                                    ARTICLE X

                                 INDEMNIFICATION

        Section 1. Coverage.  The Corporation shall indemnify to the full extent
permitted  by law any person who is or was made,  or  threatened  to be made,  a
party to an action, suit or proceeding (whether civil, criminal, administrative,
or investigative) by reason of the fact that he, his testator or intestate is or
was a Director,  officer,  or employee of the  Corporation or services or served
any other corporation or enterprise at the request of the Corporation.

        Section 2. Insurance.  The Corporation  shall have the power to purchase
and  maintain  insurance  on  behalf  of any  person  who is or was a  Director,
officer,  employee,  or agent of the  Corporation,  or is or was  serving at the
request of the Corporation as a Director, officer, employee, or agent of another
corporation or other enterprise  against any liability  asserted against him and
incurred  by him in any such  capacity  or  arising  out of his  status as such,
whether or not the  Corporation  would have the power to  indemnify  him against
such liability under the provision of these Regulations.

                                   ARTICLE XI

                                   AMENDMENTS

        These  Regulations  may  be  altered,   amended,  or  repealed  and  new
Regulations  may be adopted  by the  affirmative  vote of the  holders of shares
entitling them to exercise a majority of the voting power of the corporation, or
without a meeting by the written consent of a like number of shareholders.

                                   ARTICLE XII

                                     BY-LAWS

        The Board of  Directors  shall  have  power and  authority  to make such
By-laws not inconsistent with the Articles, Code of Regulations,  or the Laws of
Ohio, as the Board shall deem proper or desirable.