AMENDED CODE OF REGULATIONS

                               OF

                 AMERICAN FINANCIAL CORPORATION
                   (Adopted December 2, 1997)


                           ARTICLE I

                          Fiscal Year

     Unless  otherwise designated by the Board of Directors,  the
fiscal year of the Corporation after the adoption of this Code of
Regulations shall end each December 31.


                           ARTICLE II

                          Shareholders

Section 1.  Meetings of the Shareholders.

      1.1   Annual Meetings.  The Annual Meeting of the Sharehold
ers  of  this  Corporation,  for the election  of  the  Board  of
Directors  and  the  transaction of such other  business  as  may
properly  be brought before such meeting, shall be held at  10:00
a.m. on the third Monday in May each year or such other time  and
at  such place as designated by the Board of Directors.   If  the
Annual  Meeting  is  not  held or if Directors  are  not  elected
thereat,  a  Special  Meeting may be called  and  held  for  that
purpose.

      1.2     Special   Meetings.   Special   meetings   of   the
Shareholders may be held on any business day when called  by  the
Chairman of the Board, the President, a majority of Directors, or
persons  holding twenty-five percent of all voting power  of  the
Corporation  and  entitled to vote.  Calls for  special  business
shall be considered at any such meeting other than that specified
in the call therefor.

      1.3    Place of Meetings.  Any meeting of Shareholders  may
be  held at such place within or without the State of Ohio as may
be designated in the Notice of said meeting.
<PAGE>
      1.4   Notice of Meeting and Waiver of Notice

            1.4.1  Notice.  Written notice of the time, place and
      purposes  of any meeting of Shareholders shall be given  to
      each  Shareholder entitled thereto not less than seven  (7)
      days  nor  more than sixty (60) days before the date  fixed
      for  the  meeting  and as prescribed by law.   Such  notice
      shall  be given either by personal delivery or mail to  the
      Shareholders at their respective addresses as  they  appear
      upon  the  records  of the Corporation.   Notice  shall  be
      deemed  to  have  been given on the  day  mailed.   If  any
      meeting is adjourned to another time or place, no notice as
      to  such  adjourned  meeting need be given  other  than  by
      announcement at the meeting at which such an adjournment is
      taken.   No  business  shall  be  transacted  at  any  such
      adjourned  meeting  except  as  might  have  been  lawfully
      transacted  at  the meeting at which such  adjournment  was
      taken.

            1.4.2   Notice  to  Joint Owners.  All  notices  with
      respect  to  any  shares to which persons are  entitled  by
      joint or common ownership may be given to that one of  such
      persons  who  is  named  first  upon  the  books  of   this
      Corporation, and notice so given shall be sufficient notice
      to all the holders of such shares.

            1.4.3   Waiver.  Notice of any meeting may be  waived
      in  writing by any Shareholder either before or  after  any
      meeting,  or by attendance at such meeting without  protest
      to its commencement.

      1.5    Shareholders Entitled to Notice and to Vote.   If  a
record date shall not be fixed, the record date for the determina
tion  of  Shareholders entitled to notice of or to  vote  at  any
meeting  of  Shareholders shall be the close of business  on  the
forty-fifth  prior to the date of the meeting and only  Sharehold
ers of record at such record date shall be entitled to notice  of
and to vote at such meeting.

      1.6    Quorum and Voting.  The holders of shares  entitling
them  to  exercise  a  majority  of  the  voting  power  of   the
Corporation,  present in person or by proxy, shall  constitute  a
quorum for any meeting.  The Shareholders present in person or by
proxy,  whether  or  not  a quorum be present,  may  adjourn  the
meeting   from  time  to  time  without  notice  other  than   by
announcement at the meeting.

      Except  as  provided by statute or in the  Articles,  every
Shareholder entitled to vote shall be entitled to cast  one  vote
on  each proposal submitted to the meeting for each share held of
record   on  the  record  date  for  the  determination  of   the
Shareholders entitled to vote at the meeting.  At any meeting  at
which  a quorum is present, all questions and business which  may
come  before  the meeting shall be determined by  a  majority  of
votes cast, except when a greater proportion is required by  law,
the Articles, or these Regulations.
<PAGE>
      1.7   Organization of Meetings.

            1.7.1  Presiding Officer.  The Chairman of the Board,
      or in his absence, the President, or in the absence of both
      of  them,  a Vice President of the Corporation, shall  call
      all meetings of the Shareholders to order and shall act  as
      Chairman thereof; if all are absent, the Shareholders shall
      elect a Chairman.

            1.7.2  Minutes.  The Secretary of the Corporation, or
      in  his absence, an Assistant Secretary, or, in the absence
      of both, a person appointed by the Chairman of the meeting,
      shall  act as Secretary of the meeting and shall  keep  and
      make a record of the proceedings thereat.

      1.8   Order of Business.  The order of business shall be as
established by the Chairman or by a majority of the directors.

      1.9    Proxies.  A person who is entitled to attend a Share
holders'  meeting,  to  vote thereat,  or  to  execute  consents,
waivers and releases, may be represented at such meeting or  vote
thereat, and execute consents, waivers, and releases and exercise
any  of  his rights, by proxy or proxies appointed by  a  writing
signed  by such person, or by his duly authorized attorney  which
may  be transmitted physically, or by mail, by facsimile or other
electronic medium.

      1.10  List of Shareholders.  At any meeting of Shareholders
a  list  of  Shareholders, alphabetically arranged,  showing  the
number  and  classes of shares held by each on  the  record  date
applicable  to such meeting, shall be produced on the request  of
any Shareholder.

Section 2.  Notice of Shareholder Business and Nominations.

      2.1    Annual  Meetings  of Shareholders.   Nominations  of
persons  for election to the Board of Directors and the  proposal
of  business to be considered by the shareholders may be made  at
an  annual  meeting of shareholders pursuant to the Corporation's
notice  of  the meeting, by or at the direction of the  Board  of
Directors  or  by any shareholder of the Corporation  who  was  a
shareholder  of  record at the time of giving of notice  provided
for  in  this Regulation, who is entitled to vote at the  meeting
and who complies with the notice procedures set forth herein.
<PAGE>
      For  nominations or other business properly to  be  brought
before  an annual meeting by a shareholder, the shareholder  must
have  given timely notice thereof in writing to the Secretary  of
the  Corporation  and  such other business must  otherwise  be  a
proper   matter  for  shareholder  action.   To  be   timely,   a
shareholder's notice shall be delivered to the Secretary  at  the
principal executive offices of the Corporation not later than the
close  of business on the 60th day nor earlier than the close  of
business  on the 90th day prior to the first anniversary  of  the
preceding year's annual meeting; provided, however, that  if  the
date  of  the annual meeting is more than 30 days before or  more
than  60  days  after such anniversary date, notice  must  be  so
delivered not earlier than the close of business on the 90th  day
prior  to  such annual meeting and not later than  the  close  of
business  on  the  later of the 60th day  prior  to  such  annual
meeting  or  the  10th  day following the  day  on  which  public
announcement  of the date of such meeting is first  made  by  the
Corporation.   In  no event shall the public announcement  of  an
adjournment of an annual meeting commence a new time  period  for
the  giving  of notice.  Such notice shall set forth as  to  each
person whom the shareholder proposes to nominate for election  as
a  director  all  information relating to  such  person  that  is
required to be disclosed in solicitations of proxies for election
of  directors  pursuant to Regulation 14A  under  the  Securities
Exchange  Act  of  1934  (the "Exchange  Act")  and  Rule  14a-11
thereunder including such person's written consent to being named
in  the proxy statement as a nominee and to serving as a director
if  elected.   As  to  any other business  that  the  shareholder
proposes to bring before the meeting, such notice shall include a
brief  description of the business desired to be  brought  before
the  meeting,  the reasons for conducting such  business  at  the
meeting  and  any  material interest in  such  business  of  such
shareholder and the beneficial owner, if any, on whose behalf the
proposal  is  made.  The shareholder giving the  notice  and  the
beneficial  owner,  if  any, on whose behalf  the  nomination  or
proposal  is  made  shall  state the name  and  address  of  such
shareholder,  as they appear on the Corporation's books,  and  of
such  beneficial owner and the class and number of shares of  the
Corporation  which are owned beneficially and of record  by  such
shareholder and such beneficial owner.

      If  the number of directors to be elected is increased  and
there is no public announcement by the Corporation naming all  of
the nominees for director or specifying the size of the increased
Board   of  Directors  at  least  70  days  prior  to  the  first
anniversary   of   the  preceding  year's   annual   meeting,   a
shareholder's  notice required by this Regulation shall  also  be
considered timely, but only with respect to nominees for any  new
positions  created by such increase, if it shall be delivered  to
the   Secretary  at  the  principal  executive  offices  of   the
Corporation not later than the close of business on the 10th  day
following the day on which such public announcement is first made
by the Corporation.
<PAGE>
      2.2   Special Meetings of Shareholders.  Only such business
shall  be conducted at a special meeting of shareholders as shall
have   been   brought  before  the  meeting   pursuant   to   the
Corporation's  notice  of meeting.  Nominations  of  persons  for
election  to  the  Board of Directors may be made  at  a  special
meeting  of  shareholders at which directors are  to  be  elected
pursuant to the Corporation's notice of meeting (a) by or at  the
direction  of  the  Board of Directors or (b) provided  that  the
Board of Directors has determined that directors shall be elected
at  such meeting, by any shareholder of the Corporation who is  a
shareholder  of record at the time of giving notice provided  for
in  this Regulation, who shall be entitled to vote at the meeting
and  who  complies with the notice procedures set forth  in  this
Regulation.   If  the  Corporation calls  a  special  meeting  of
shareholders for the purpose of electing one or more directors to
the  Board  of  Directors, any such shareholder  may  nominate  a
person  or  persons for election to such position(s) as specified
in  the  Corporation's  notice of meeting, if  the  shareholder's
notice  required  by this Regulation shall be  delivered  to  the
Secretary  at the principal executive offices of the  Corporation
not  earlier than the close of business on the 90th day prior  to
such special meeting and not later than the close of business  on
the  later of the 60th day prior to such special meeting  or  the
10th  day following the day on which public announcement is first
made  of  the  date of the special meeting and  of  the  nominees
proposed by the Board of Directors to be elected at such meeting.
In no event shall the public announcement of an adjournment of  a
special  meeting commence a new time period for the giving  of  a
shareholder's notice as described above.

      2.3    General.   Only such persons who  are  nominated  in
accordance with the procedures set forth in this Regulation shall
be eligible to serve as directors and only such business shall be
conducted at a meeting of shareholders as shall have been brought
before the meeting in accordance with the procedures set forth in
this  Regulation.   Except  as otherwise  provided  by  law,  the
Articles  of  Incorporation or these  Code  of  Regulations,  the
Chairman  of  the  meeting  shall have  the  power  and  duty  to
determine  whether a nomination or any business  proposed  to  be
brought before the meeting was made or proposed, as the case  may
be,   in  accordance  with  the  procedures  set  forth  in  this
Regulation and, if any proposed nomination or business is not  in
compliance  with this Regulation, to declare that such  defective
proposal or nomination shall be disregarded.
<PAGE>
                          ARTICLE III

                           Directors

Section 1.  General Powers.

      The authority of this Corporation shall be exercised by  or
under  the direction of the Board of Directors, except where  the
law,  the  Articles  or these Regulations require  action  to  be
authorized or taken by the Shareholders.

Section 2.  Election, Number and Qualification of Directors.

      2.1    Election.   The Directors shall be  elected  at  the
annual  meeting of the Shareholders, or if not so elected,  at  a
special meeting of Shareholders called for that purpose.

      2.2   Number.  The number of Directors, which shall not  be
less  than  the lesser of three or the number of Shareholders  of
record,  may be fixed or changed at a meeting of the Shareholders
called for the purpose of electing Directors at which a quorum is
present,  by  a  majority  of votes  cast  at  the  meeting.   In
addition,  the  number of Directors may be fixed  or  changed  by
action  of the Directors at a meeting called for that purpose  at
which  a  quorum is present by a majority vote of  the  Directors
present  at the meeting.  The Directors then in office  may  fill
any  Director's  office that is created by  an  increase  in  the
number  of Directors.  The number of Directors elected  shall  be
deemed to be the number of Directors fixed unless otherwise fixed
by  resolution adopted at the meeting at which such Directors are
elected.

      2.3    Qualifications.  Directors need not be  Shareholders
of the Corporation.

Section 3.  Term of Office of Directors.

      3.1   Term.  Each Director shall hold office until the next
annual  meeting of the Shareholders and until his  successor  has
been  elected  or  until  his earlier resignation,  removal  from
office,  or  death.   Directors shall be subject  to  removal  as
provided  by  statute or by other lawful procedures  and  nothing
herein  shall be construed to prevent the removal of any  or  all
Directors in accordance therewith.

      3.2    Resignation.   A  resignation  from  the  Board   of
Directors  shall  be deemed to take effect immediately  upon  its
being  received by any incumbent corporate officer other than  an
officer  who  is also the resigning Director, unless  some  other
time is specified therein.

      3.3   Vacancy.  In the event of any vacancy in the Board of
Directors  for  any cause, the remaining Directors,  though  less
than a majority of the whole Board, may fill any such vacancy for
the unexpired term.
<PAGE>
Section 4.  Meetings of Directors.

      4.1   Regular Meetings.  A regular meeting of the Board  of
Directors shall be held immediately following the adjournment  of
the  meeting of Shareholders at which Directors are elected.  The
holding of such Shareholders' meeting shall constitute notice  of
such  Directors' meeting and such meeting shall be  held  without
further  notice.  Other regular meetings shall be  held  at  such
other times and places as may be fixed by the Directors.

      4.2    Special Meetings.  Special Meetings of the Board  of
Directors  may be held at any time upon call of the  Chairman  of
the  Board, the President, any Vice President, or any  two  Direc
tors.

      4.3    Place of Meeting.  Any meeting of Directors  may  be
held at such place within or without the State of Ohio as may  be
designated in the notice of said meeting.

      4.4    Notice of Meeting and Waiver of Notice.   Notice  of
the time and place of any regular or special meeting of the Board
of  Directors  shall  be  given  to  each  Director  by  personal
delivery,  telephone, facsimile transmission  or  mail  at  least
forty-eight  hours  before the meeting,  which  notice  need  not
specify the purpose of the meeting.

Section 5.  Quorum and Voting.

      At  any meeting of Directors, not less than one-half of the
whole authorized number of Directors is necessary to constitute a
quorum  for such meeting, except that a majority of the remaining
Directors in office constitutes a quorum for filling a vacancy in
the  Board.   At  any meeting at which a quorum is  present,  all
acts,  questions, and business which may come before the  meeting
shall  be determined by a majority of votes cast by the Directors
present  at such meeting, unless the vote of a greater number  is
required by the Articles, Regulations or By-Laws.

Section 6.  Committees.

      6.1   Appointment.  The Board of Directors may from time to
time  appoint  certain of its members to act as  a  committee  or
committees in the intervals between meetings of the Board and may
delegate  to  such committee or committees power to be  exercised
under  the  control and direction of the Board.   Each  committee
shall  be  composed of at least three directors unless  a  lesser
number  is  allowed by law.  Each such committee and each  member
thereof shall serve at the pleasure of the Board.

      6.2    Executive Committee.  In particular,  the  Board  of
Directors  may create from its membership and define  the  powers
and  duties  of  an  Executive Committee.  During  the  intervals
between meetings of the Board of Directors, the Executive  Commit
tee shall possess and may exercise all of the powers of the Board
of  Directors in the management and control and the  business  of
the Corporation to the extent permitted by law.
<PAGE>
      6.3    Committee Action.  Unless otherwise provided by  the
Board  of  Directors, a majority of the members of any  committee
appointed  by  the Board of Directors pursuant  to  this  Section
shall constitute a quorum at any meeting thereof and the act of a
majority of the members present at a meeting at which a quorum is
present shall be the act of such committee.  Action may be  taken
by  any  such committee without a meeting by a writing signed  by
all  its  members.   Any such committee shall prescribe  its  own
rules  for  calling  and  holding  meetings  and  its  method  of
procedure,  subject  to  any rules prescribed  by  the  Board  of
Directors, and shall keep a written record of all action taken by
it.

Section 7.  Action of Directors Without a Meeting.

      Any action which may be taken at a meeting of Directors  or
any  committee  thereof  may  be  taken  without  a  meeting   if
authorized  by a writing or writings signed by all the  Directors
or  all of the members of the particular committee, which writing
or  writings  shall be filed or entered upon the records  of  the
Corporation.

Section 8.  Compensation of Directors.

      The  Board of Directors may allow compensation to directors
for performance of their duties and for attendance at meetings or
for  any  special services, may allow compensation to members  of
any committee, and may reimburse any Director for his expenses in
connection with attending any Board or committee meeting.

Section 9.  Relationship with Corporation.

      Directors  shall not be barred from providing  professional
or  other  services to the Corporation.  No contract,  action  or
transaction  shall be void or voidable with respect  to  the  Cor
poration for the reason that it is between or affects the Corpora
tion and one or more of its Directors, or between or affects  the
Corporation  and any other person in which one  or  more  of  its
Directors are directors, trustees or officers or have a financial
or  personal interest, or for the reason that one or  more  inter
ested  Directors  participate in or vote at the  meeting  of  the
Directors  or  committee thereof that authorizes  such  contract,
action  or  transaction, if in any such case any of the following
apply:

      9.1    the material facts as to the Director's relationship
or  interest  and  as to the contract, action or transaction  are
disclosed or are known to the Directors or the committee and  the
Directors  or  committee, in good faith, reasonably justified  by
such facts, authorize the contract, action or transaction by  the
affirmative  vote  of a majority of the disinterested  Directors,
even  though the disinterested Directors constitute less  than  a
quorum;
<PAGE>
      9.2    the material facts as to the Director's relationship
or  interest  and  as to the contract, action or transaction  are
disclosed  or  are  known to the shareholders  entitled  to  vote
thereon  and  the contract, action or transaction is specifically
approved  at a meeting of the shareholders held for such  purpose
by  the affirmative vote of the holders of shares entitling  them
to  exercise  a  majority of the voting power of the  Corporation
held  by  persons  not  interested in  the  contract,  action  or
transaction; or

      9.3   the contract, action or transaction is fair as to the
Corporation  as of the time it is authorized or approved  by  the
Directors, a committee thereof or the shareholders.

Section 10. Attendance at Meetings of Persons
            Who Are Not Directors

      Unless waived by the Chairman, any Director who desires the
presence  at  any  regular or special meeting  of  the  Board  of
Directors  of  a person who is not a Director, shall  notify  all
other  Directors,  not less than twenty-four  hours  before  such
meeting, request the presence of such person and state the reason
in  writing.   Such person will not be permitted  to  attend  the
Directors'  meeting  unless  a  majority  of  the  Directors   in
attendance vote to admit such person to the meeting.   Such  vote
shall constitute the first order of business for any such meeting
of the Board of Directors.  Such right to attend, whether granted
by  waiver  or vote, may be revoked at any time during  any  such
meeting by the vote of a majority of the Directors in attendance.

<PAGE>
                           ARTICLE IV

                            Officers

Section 1.  General Provisions.

      The Board of Directors shall elect a President, a Secretary
and  a  Treasurer, and may elect a Chairman of the Board, one  or
more  Vice Presidents, and such other officers and assistant offi
cers  as  the  Board may from time-to-time deem  necessary.   The
Chairman of the Board, if any, shall be a Director, but  none  of
the  other officers need be a Director.  Any two or more  offices
may  be  held  by the same person, but no officer shall  execute,
acknowledge or verify any instrument in more than one capacity if
such  instrument is required to be executed, acknowledged or veri
fied by two or more officers.

Section 2.  Powers and Duties.

      All  officers,  as between themselves and the  Corporation,
shall respectively have such authority and perform such duties as
are  customarily incident to their respective offices, and as may
be  specified from time to time by the Board of Directors, regard
less  of  whether such authority and duties are customarily  inci
dent  to  such office.  In the absence of any officer of the  Cor
poration, or for any other reason the Board of Directors may deem
sufficient, the powers or duties of such officer, or any of  them
may  be delegated, to any other officer or to any Director.   The
Board  of Directors may from time to time delegate to any officer
authority to appoint and remove subordinate officers and  to  pre
scribe their authority and duties.

Section 3.  Term of Office and Removal.

      3.1    Term.   Each officer of the Corporation  shall  hold
office  at  the  pleasure of the Board of Directors,  and  unless
sooner  removed by the Board of Directors, until the  meeting  of
the  Board of Directors following the date of election  of  Direc
tors and until his successor is elected and qualified.

      3.2    Removal.   The  Board of Directors  may  remove  any
officer at any time with or without cause by the affirmative vote
of a majority of Directors in office.

Section 4.  Compensation of Officers.

      Unless  compensation is otherwise determined by a  majority
of  the Directors at a regular or special meeting of the Board of
Directors or unless such determination is delegated by the  Board
of  Directors  to a committee of directors, the President,  or  a
Chief  Executive  Officer,  if  one  has  been  elected,  of  the
Corporation from time to time shall determine the compensation to
be paid to all officers and other employees for services rendered
to the Corporation.
<PAGE>
                           ARTICLE V

                        Indemnification

Section 1.  Right to Indemnification.

      Each person who was or is made a party or is threatened  to
be  made  a party to or is otherwise involved (including, without
limitation,  as  a  witness) in any actual or threatened  action,
suit, or proceeding, whether civil, criminal, administrative,  or
investigative (hereinafter a "proceeding"), by reason of the fact
that he or she is or was a director or officer of the Corporation
or  that, being or having been such a director or officer of  the
Corporation,  he or she is or was serving at the  request  of  an
executive  officer  of  the Corporation as a  director,  officer,
partner,  employee, or agent of another corporation, partnership,
joint  venture, trust, limited liability company, or other  enter
prise, including service with respect to an employee benefit plan
(hereinafter  an  "indemnitee"),  whether  the  basis   of   such
proceeding is alleged action in an official capacity  as  such  a
director, officer, partner, employee, or agent, shall be  indemni
fied  and held harmless by the Corporation to the fullest  extent
permitted  by the General Corporation Law of Ohio,  as  the  same
exists or may hereafter be amended (but, in the case of any  such
amendment,  only  to the extent that such amendment  permits  the
Corporation  to  provide  broader  indemnification  rights   than
permitted prior thereto), or by other applicable law as  then  in
effect,  against  all  expense, liability,  and  loss  (including
attorneys'  fees,  judgments,  fines,  ERISA  excise   taxes   or
penalties,   and  amounts  paid  in  settlement)   actually   and
reasonably  incurred or suffered by such indemnitee in connection
therewith  and  such  indemnification shall  continue  as  to  an
indemnitee who has ceased to be a director, officer, employee, or
agent  and shall inure to the benefit of the indemnitee's  heirs,
executors, and administrators.  Except as provided in  Section  2
with  respect  to  proceedings  seeking  to  enforce  rights   to
indemnification,  the  Corporation  shall  indemnify   any   such
indemnitee  in  connection with a proceeding  (or  part  thereof)
initiated  by  such indemnitee only if such proceeding  (or  part
thereof) was authorized or ratified by the Board of Directors  of
the Corporation.

      The  right  to indemnification conferred in this Section  1
shall be a contract right and shall include the right to be  paid
by  the  Corporation the expenses incurred in defending any  such
proceeding  in  advance of its final disposition (hereinafter  an
"advancement of expenses").  An advancement of expenses  incurred
by an indemnitee in his or her capacity as a director, officer or
employee (and not in any other capacity in which service  was  or
is  rendered  by  such indemnitee including, without  limitation,
service  to  an  employee benefit plan) shall be made  only  upon
delivery to the Corporation of an undertaking, by or on behalf of
such  indemnitee, to repay all amounts so advanced  if  it  shall
ultimately  be determined by final judicial decision  from  which
there  is no further right to appeal that such indemnitee is  not
entitled to be indemnified for such expenses under this Section 1
or  otherwise.  An advancement of expenses shall not be  made  if
the Corporation's Board of Directors makes a good faith determina
tion that such payment would violate law or public policy.
<PAGE>
Section 2.  Right of Indemnitee to Bring Suit.

      If  a  claim  under Section 1 is not paid in  full  by  the
Corporation  within  sixty days after a written  claim  has  been
received by the Corporation, except in the case of a claim for an
advancement  of  expenses, in which case  the  applicable  period
shall  be  twenty days, the indemnitee may at any time thereafter
bring  suit against the Corporation to recover the unpaid  amount
of  the  claim.  If successful in whole or in part  in  any  such
suit,  or  in  a  suit brought by the Corporation to  recover  an
advancement  of expenses pursuant to the terms of an undertaking,
the  indemnitee shall also be entitled to be paid the expense  of
prosecuting  or  defending such suit.  The  indemnitee  shall  be
presumed  to be entitled to indemnification under this Article  V
upon submission of a written claim (and, in an action brought  to
enforce  a  claim  for  an  advancement of  expenses,  where  the
required  undertaking has been tendered to the Corporation),  and
thereafter  the  Corporation shall have the burden  of  proof  to
overcome  the presumption that the indemnitee is not so entitled.
Neither  the failure of the Corporation (including its  Board  of
Directors,  independent legal counsel, or  its  shareholders)  to
have  made a determination prior to the commencement of such suit
that   indemnification  of  the  indemnitee  is  proper  in   the
circumstances,  nor  an actual determination by  the  Corporation
(including its Board of Directors, independent legal counsel,  or
its  shareholders)  that  the  indemnitee  is  not  entitled   to
indemnification  shall  be a defense to  the  suit  or  create  a
presumption that the indemnitee is not so entitled.

Section 3.  Nonexclusivity and Survival of Rights.

      The  rights  to  indemnification and to the advancement  of
expenses  conferred in this Article V shall not be  exclusive  of
any  other  right which any person may have or hereafter  acquire
under  any  statute, provisions of the Articles of Incorporation,
Code   of   Regulation,  agreement,  vote  of   shareholders   or
disinterested directors, or otherwise.

      Notwithstanding any amendment to or repeal of this  Article
V,  or  of  any  of the procedures established by  the  Board  of
Directors pursuant to Section 7, any indemnitee shall be entitled
to  indemnification in accordance with the provisions hereof  and
thereof  with respect to any acts or omissions of such indemnitee
occurring prior to such amendment or repeal.

      Without limiting the generality of the foregoing paragraph,
the  rights to indemnification and to the advancement of expenses
conferred  in this Article V shall, notwithstanding any amendment
to  or  repeal  of this Article V, inure to the  benefit  of  any
person  who otherwise may be entitled to be indemnified  pursuant
to  this  Article V (or the estate or personal representative  of
such  person)  for  a  period of six years after  the  date  such
person's  service to or in behalf of the Corporation  shall  have
terminated  or for such longer period as may be required  in  the
event of a lengthening in the applicable statute of limitations.
<PAGE>
Section 4.  Insurance, Contracts, and Funding.

      The Corporation may maintain insurance, at its expense,  to
protect  itself and any director, officer, employee, or agent  of
the   Corporation  or  another  corporation,  partnership,  joint
venture,   trust,  or  other  enterprise  against  any   expense,
liability, or loss, whether or not the Corporation would have the
power  to  indemnify such person against such expense, liability,
or   loss  under  the  General  Corporation  Law  of  Ohio.   The
Corporation  may  enter  into contracts with  any  indemnitee  in
furtherance of the provisions of this Article V and may create  a
trust  fund,  grant  a  security interest,  or  use  other  means
(including, without limitation, a letter of credit) to ensure the
payment   of  such  amounts  as  may  be  necessary   to   effect
indemnification as provided in this Article V.

Section 5.  Persons Serving Other Entities.

      Any  person who is or was a director, officer, or  employee
of  the  Corporation who is or was serving (i) as a  director  or
officer of another corporation of which a majority of the  shares
entitled to vote in the election of its directors is held by  the
Corporation or (ii) in an executive or management capacity  in  a
partnership, joint venture, trust, limited liability  company  or
other  enterprise  of  which the Corporation  or  a  wholly-owned
subsidiary of the Corporation is a general partner or  member  or
has  a majority ownership shall be deemed to be so serving at the
request  of an executive officer of the Corporation and  entitled
to indemnification and advancement of expenses under Section 1.

Section 6.  Indemnification of Employees and
          Agents of the Corporation.

      The  Corporation may, by action of its Board of  Directors,
authorize  one  or  more executive officers to  grant  rights  to
advancement of expenses to employees or agents of the Corporation
on  such terms and conditions no less stringent than provided  in
Section  1  hereof  as such officer or officers deem  appropriate
under  the circumstances.  The Corporation may, by action of  its
Board   of   Directors,  grant  rights  to  indemnification   and
advancement  of  expenses to employees or  agents  or  groups  of
employees  or agents of the Corporation with the same  scope  and
effect  as the provisions of this Article V with respect  to  the
indemnification  and  advancement of expenses  of  directors  and
officers   of  the  Corporation;  provided,  however,   that   an
undertaking  shall  be  made  by an employee  or  agent  only  if
required by the Board of Directors.

Section 7.  Procedures for the Submission of Claims.

      The  Board of Directors may establish reasonable procedures
for the submission of claims for indemnification pursuant to this
Article  V,  determination  of  the  entitlement  of  any  person
thereto,  and review of any such determination.  Such  procedures
shall  be  set forth in an appendix to these Code of  Regulations
and shall be deemed for all purposes to be a part hereof.
<PAGE>
                           ARTICLE VI

                           Amendments

      This  Code of Regulations may be amended by the affirmative
vote  or  the  written  consent of the Shareholders  entitled  to
exercise a majority of the voting power on such proposal.  If  an
amendment is adopted by written consent the Secretary shall  mail
a  copy  of  such  amendment  to each Shareholder  who  would  be
entitled  to vote thereon and did not participate in the adoption
thereof.   This  Code of Regulations may also be amended  by  the
affirmative  vote of a majority of the directors  to  the  extent
permitted by Ohio law at the time of such amendment.