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                                                                     EXHIBIT 3.2

                              AMENDED AND RESTATED

                               CODE OF REGULATIONS

                                       OF

                          METROPOLITAN FINANCIAL CORP.
                              As of April 25, 2000

                                    ARTICLE I

                            Meetings of Shareholders

                  SECTION 1. PLACE OF MEETING. All meetings of the shareholders
of the Corporation shall be held at the office of the Corporation or at such
other places, within or without the State of Ohio, as may from time to time be
determined by the Board of Directors, the Chairman of the Board, or the
President and specified in the notice of such meeting.

                  SECTION 2. ANNUAL MEETING. The annual meeting of the
shareholders of the Corporation for the election of directors, the consideration
of reports to be laid before such meeting, and the transaction of such other
business as may properly come before the meeting shall be held on the date from
time to time determined by the Board of Directors of the Corporation that is not
a legal holiday under the laws of the place where the meeting is to be held,
and, if a legal holiday, then on the next succeeding day not a legal holiday
under the laws of such place, or on such other date and at such hour as may from
time to time be determined by the Chairman of the Board, or the President and
specified in the notice of such meeting. If no determination is made as to the
date of the annual meeting of shareholders by the Board of Directors, the
Chairman of the Board or the President, then the annual meeting of the
Corporation's shareholders shall be held on the fourth Tuesday of April, unless
such date is a legal holiday under the laws of the place where the meeting is to
be held, in which case, the meeting shall be held on the next succeeding day
that is not a legal holiday.

                  SECTION 3. SPECIAL MEETINGS. Except as otherwise required by
law and subject to the rights of the holders of any class or series of preferred
stock of the Corporation, special meetings of the shareholders for any purpose
or purposes may be called only by (i) the Chairman of the Board, (ii) the
President, or, in the case of the President's absence, death, or disability, the
vice-president authorized to exercise the authority of the President, (iii) the
Board of Directors by action at a meeting, or a majority of the entire
authorized Board of Directors acting without a meeting, or (iv) the persons who
hold 50% of all shares outstanding and entitled to vote at the special meeting.

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                  Upon request in writing delivered either in person or by
registered mail to the President or the Secretary, by any persons entitled to
call a meeting of shareholders, such officer shall forthwith cause to be given
to the shareholders entitled thereto notice of a meeting to be held on a date
not less than seven nor more than 60 days after the receipt of such request, as
such officer may fix. If such notice is not given within 30 days after the
delivery or mailing of such request, the persons calling the meeting may fix the
time of the meeting and give notice thereof in the manner provided by law or as
provided in these Regulations, or cause such notice to be given by any
designated representative.

                  SECTION 4. NOTICE OF MEETINGS. Except as otherwise provided by
law, written notice of each meeting of the shareholders, whether annual or
special, shall be given, either by personal delivery or by mail, not less than
seven nor more than 60 days before the date of the meeting to each shareholder
of record entitled to notice of the meeting, by or at the direction of the
Chairman of the Board, President or Secretary or any other person or persons
required or permitted by these Regulations to give such notice. If mailed, such
notice shall be deemed given when deposited in the United States mail, postage
prepaid, directed to the shareholder at such shareholder's address as it appears
on the records of the Corporation. Each such notice shall state the place, date,
and hour of the meeting, and the purpose or purposes for which the meeting is
called. Notice of adjournment of a meeting of shareholders need not be given if
the time and place to which it is adjourned are fixed and announced at such
meeting.

                  SECTION 5. QUORUM. Except as otherwise provided by law or by
the Articles of Incorporation of the Corporation, the holders of shares entitled
to exercise a majority of the voting power of the Corporation at the meeting
shall constitute a quorum for the transaction of business at any meeting of the
shareholders; provided, however, that no action required by law, by the Articles
of Incorporation of the Corporation, or by these Regulations to be authorized or
taken by the holders of a designated proportion of the shares of any particular
class or of each class of the Corporation may be authorized or taken by a lesser
proportion.

                  SECTION 6.  ADJOURNMENTS. The holders of a majority of the
voting shares represented at a meeting, whether or not a quorum is present, may
adjourn such meeting from time to time.

                  SECTION 7. ADVANCE NOTICE OF SHAREHOLDER PROPOSALS. No
proposal made by a shareholder of the Corporation shall be eligible to be
submitted to the shareholders for their approval or adoption at any annual or
special meeting of shareholders unless all of the following requirements are
met:

                  (1) the shareholder submitting the proposal (the "proponent")
         submits the proposal to the Corporation in writing at the Corporation's
         principal executive offices;

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                  (2) at the time the proponent submits such proposal the
         proponent is a shareholder of record of the Corporation and continues
         to be a shareholder of record of the Corporation as of the close of
         business on the record date for determining shareholders entitled to
         notice of and to vote at such annual or special meeting of
         shareholders, in both instances as reflected in the shareholder records
         of the Corporation;

                  (3) at the time the proponent submits such proposal the
          proponent provides the Corporation in writing with the proponent's
          name, address, the number of and class of all shares of each class of
          stock of the Corporation beneficially owned (within the meaning of
          Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as
          amended), by such shareholder, the date upon which the proponent
          acquired such securities, any material interest of the proponent in
          the proposal (other than as a shareholder), a brief written statement
          of the reasons why the proponent favors the proposal, and a list of
          all other proposals submitted by the proponent to the Corporation
          during the preceding five years; and

                  (4) the proposal is received at the Corporation's principal
         executive offices (A) in the case of a proposal to be acted upon at an
         annual meeting of shareholders, not less than 120 calendar days in
         advance of the date of the Corporation's proxy statement released to
         shareholders in connection with the previous year's annual meeting of
         shareholders, or, if no annual meeting was held in the previous year, a
         reasonable time (as determined by the Corporation in its sole
         discretion) before the current year's annual meeting; and (B) in the
         case of a proposal to be acted upon at a special meeting of
         shareholders, a reasonable time (as determined by the Corporation in
         its sole discretion) before the special meeting.

                  Notwithstanding the foregoing provisions of this Section 7, in
the case of any proposal that the Corporation is required to include in its
proxy statement and form of proxy under the provisions of Rule l4a-8 (as from
time to time amended) promulgated under the Securities Exchange Act of 1934, as
amended (or any similar or successor rule or regulation under that or any
successor act), compliance by the proponent with all of the requirements of such
rule shall be deemed to constitute compliance with the provisions of this
Section 7.

                  The person presiding at the meeting, in addition to making any
other determinations that may be appropriate to the conduct of the meeting,
shall determine whether such notice under this Section 7 or under Section 2(b)
of Article II, as applicable, has been duly given and shall direct that
proposals and nominees not be considered if such notice (together with all
required information to be submitted by such shareholder under this Section 7 or
under Section 2(b) of Article II, as applicable) has not been given.

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                                   ARTICLE II

                                    Directors

                  SECTION 1. NUMBER, CLASSIFICATION. AND TERM OF OFFICE. The
Board of Directors shall be divided into three classes. The respective terms of
the three classes of directors are staggered so that at any time the term of one
class will expire at the next annual meeting of shareholders thereafter
occurring, the term of a second class will expire at the second annual meeting
of shareholders thereafter occurring, and the term of a third class will expire
at the third annual meeting of shareholders thereafter occurring. At each annual
meeting of shareholders of the Corporation, the successors to the directors of
the class whose term will expire in that year shall be elected to hold office
for a term expiring at the annual meeting of shareholders occurring in the third
year after the date of their election. In each instance directors shall hold
office until their successors are chosen and qualified, or until the earlier
death, retirement, resignation, or removal of any such director as provided in
Sections 11 and 12 of this Article II.

                  At the Effective Time (as defined below), the number of
directors of the Corporation shall be 11, divided into three classes as follows:
one class of three directors whose term will expire at the next annual meeting
of shareholders occurring after the Effective Time, one class of four directors
whose term will expire at the second annual meeting of shareholders occurring
after the Effective Time, and one class of four directors whose term will expire
at the third annual meeting of shareholders occurring after the Effective Time.
"Effective Time" shall mean the date of the closing of the initial public
offering of shares of Common Stock of the Corporation.

                  The Board of Directors or the shareholders may from time to
time fix or change the size of the Board of Directors to a total number of not
fewer than 8 directors and no more than 14 directors. The Board of Directors may
fix or change the number of directors by the affirmative vote of a majority of
the entire authorized Board. The shareholders may, subject to the limitations
contained in the first sentence of this paragraph regarding the number of
directors, fix or change the number of directors at a meeting of the
shareholders called for the purpose of electing directors (i) by the affirmative
vote of the holders of shares entitling them to exercise three-quarters of the
voting power of the Corporation represented at the meeting and entitled to elect
directors or (ii) if the proposed change in the number of directors is
recommended by a majority of the entire authorized Board of Directors, by the
affirmative vote of the holders of shares entitling them to exercise a majority
of the voting power of the Corporation represented at the meeting and entitled
to elect directors. If the Board of Directors or the shareholders change the
number of directors, the three classes of the Board of Directors shall be
divided into as equal a number of directors as possible, with the Board of
Directors or the shareholders, as the case may be, fixing or determining the
adjustment to be made in each class. No reduction in the number of directors
shall of itself have the effect of shortening the term of an incumbent director.
In the event



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that the Board of Directors increases the number of directors, it may fill the
vacancy or vacancies created by the increase in the number of directors for the
respective unexpired terms in accordance with the provisions of Section 13 of
this Article II. In the event the shareholders increase the number of directors
and fail to fill the vacancy or vacancies created thereby, the Board of
Directors may fill such vacancy or vacancies for the respective unexpired terms
in accordance with the provisions of Section 13 of this Article II.

                  The foregoing provisions of this Section 1 are subject to the
automatic increase by two in the authorized number of directors and the right of
the holders of any class or series of preferred stock of the Corporation to
elect two directors of the Corporation during any time when dividends payable on
such shares are in arrears, all as set forth in the Articles of Incorporation of
the Corporation and/or the express terms of the preferred stock of the
Corporation.

                  SECTION 2. NOMINATIONS. Only persons who are nominated in
accordance with the following procedures shall be eligible for election as
directors. Subject to the rights of the holders of any class or series of
preferred stock of the Corporation, nominations for the election of directors
may be made only:

                  (a) by the affirmative vote of a majority of the entire
         authorized Board of Directors, or

                  (b) by any shareholder of the Corporation entitled to vote for
         the election of directors at a meeting, but only if written notice of
         such shareholder's intent to make such nomination is given to the
         Secretary of the Corporation, delivered to or mailed and received at
         the Corporation's principal executive offices, not less than 60 nor
         more than 90 days prior to the meeting; provided, however, that in the
         event that less than 75 days' notice to the shareholders or prior
         public disclosure of the date of the meeting is given or made, the
         written notice of such shareholder's intent to make such nomination
         must be given to the Secretary not later than the close of business on
         the fifteenth day following the earlier of the day on which such notice
         of the date of the meeting was mailed or such public disclosure was
         made. Each such notice of a shareholder's intent to make a nomination
         shall set forth: (A) as to each person who is not an incumbent director
         when the shareholder proposes to nominate such person for election as a
         director: (1) the name, age, business address, and residence address of
         such person, (2) the principal occupation or employment of such person
         for the last five years, (3) the class and number of shares of capital
         stock of the Corporation which are beneficially owned by such person,
         (4) all positions of such person as a director, officer, partner,
         employee, or controlling shareholder of any corporation or other
         business entity, (5) any prior position as a director, officer, or
         employee of a depository institution or any company controlling a
         depository institution, (6) any other information regarding such person
         that would be required pursuant to paragraphs (a), (d), (e) and (f) of
         Item 401 of Regulation

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         S-K adopted by the Securities and Exchange Commission (or the
         corresponding provisions of any regulations subsequently adopted by the
         Securities and Exchange Commission applicable to the Corporation) to be
         included in a proxy statement filed pursuant to the proxy rules of the
         Securities and Exchange Commission had such person been nominated, or
         intended to be nominated, by the Board of Directors, and (7) the
         written consent of each nominee to serve as a director of the
         Corporation if so elected, and (B) as to the shareholder giving the
         notice: (1) the name and record address of such shareholder, (2) a
         representation that the shareholder is a holder of record of shares of
         the Corporation entitled to vote at such meeting and intends to appear
         in person or by proxy at the meeting to nominate the person or persons
         specified in the notice, (3) a description of all arrangements or
         understandings between the shareholder and each nominee and any other
         person or persons (naming such person or persons) pursuant to which the
         nomination or nominations are to be made by the shareholder, and (4)
         the class and number of shares of capital stock of the Corporation
         which are beneficially owned (within the meaning of Rule l3d-3
         promulgated under the Securities Exchange Act of 1934, as amended) by
         such shareholder.

No person shall be eligible for election as a director unless nominated in
compliance with the forgoing procedure.

                  SECTION 3. PLACE OF MEETING. The Board of Directors may hold
its meetings at such place or places within or without the State of Ohio as the
Board may from time to time determine or as shall be specified or fixed in the
respective notices or waivers of notice thereof.

                  SECTION 4. REGULAR MEETINGS OF THE BOARD. Regular meetings of
the Board of Directors shall be held at such times and places as the Board shall
from time to time determine. If any day fixed for a regular meeting shall be a
legal holiday under the laws of the place where the meeting is to be held, the
meeting which would otherwise be held on that day shall be held at the same hour
on the next succeeding business day or at such other time and place as the Board
shall determine.

                  SECTION 5. SPECIAL MEETINGS OF THE BOARD. Special meetings of
the Board of Directors shall be held whenever called by the Chairman of the
Board or the President or by a majority of the directors then in office.

                  SECTION 6. NOTICE OF MEETINGS. Notice of regular meetings of
the Board of Directors or any adjourned meeting thereof need not be given.
Notice of each special meeting of the Board shall be mailed to each director,
addressed to such director at such director's residence or usual place of
business, at least two days before the day on which the meeting is to be held or
shall be sent to such director at such place by telegraph, telex or telecopier
(or similar facsimile transmission), or be given personally or by telephone, not
later than the day before the meeting is to be held, but


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notice need not be given to any director who shall, either before or after the
meeting, submit a signed waiver of such notice or who shall attend such meeting
without protesting prior to or at its commencement, the lack of notice to such
director. Every such notice shall state the time and place but need not state
the purpose of the meeting.

                  SECTION 7. ACTION WITHOUT MEETING. Any action required or
permitted to be taken at any meeting of the Board of Directors or any committee
thereof may be authorized or taken without a meeting with the affirmative vote
or approval of, and in a writing or writings signed by, all the directors or all
the committee members, which writing or writings are filed with or entered upon
the records of the Corporation.

                  SECTION 8. QUORUM, ADJOURNMENTS, AND MANNER OF ACTING. Except
as otherwise provided by law, the Articles of Incorporation of the Corporation,
or these Regulations, a majority of the entire authorized Board of Directors
shall constitute a quorum for the transaction of business at any meeting of the
Board. Except as otherwise provided by law, the Articles of Incorporation of the
Corporation, or these Regulations, the affirmative vote of a majority of the
directors present at any meeting at which a quorum is present shall be the act
of the Board. In the absence of a quorum, a majority of the directors present at
a meeting duly held may adjourn the meeting to another time and place. At any
adjourned meeting at which a quorum is present, any business may be transacted
which might have been transacted at the originally called meeting.

                  Notwithstanding the foregoing provisions of this Section 8,
the affirmative vote of at least two-thirds of the entire authorized Board of
Directors shall be required for the approval of any of the following
transactions: (a) any merger or consolidation of the Corporation (i) with any
interested shareholder, as such term is defined in Chapter 1704 of the Ohio
Revised Code, or (ii) with any other corporation if the merger or consolidation
is caused by any interested shareholder, (b) any recommendation or approval of
any transaction as a result of which any person will become an interested
shareholder, (c) any merger or consolidation involving the Corporation and any
other corporation with assets having an aggregate book value equal to 50% or
more of the aggregate book value of all the assets of the Corporation determined
on a consolidated basis, (d) any liquidation or dissolution of the Corporation,
(e) any sale, lease, exchange, mortgage, pledge, transfer, or other disposition
(in one transaction or a series of transactions) to or with an interested
shareholder of assets of the Corporation which assets have an aggregate book
value equal to 10% or more of the aggregate book value of all the assets of the
Corporation determined on a consolidated basis, (f) any sale, lease, exchange,
mortgage, pledge, transfer, or other disposition (in one transaction or a series
of transactions) to or with any person of assets of the Corporation which assets
have an aggregate book value equal to 25% or more of the aggregate book value of
all the assets of the Corporation determined on a consolidated basis, (g) any
transaction which results in the issuance or transfer by the Corporation of more
than 15% of the voting stock of the Corporation to any person, (h) any
transaction


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involving the Corporation which has the effect, directly or indirectly, of
increasing the proportionate share of the stock or securities of any class or
series of the Corporation which is owned by an interested shareholder, (i) any
transaction requiring the amendment of any provision of the Articles of
Incorporation of the Corporation if to amend such provision otherwise would
require an affirmative vote of at least two-thirds of the entire authorized
Board of Directors or any transaction requiring the amendment of any provision
of these Regulations if to amend such provision otherwise would require an
affirmative vote of at least two-thirds of the entire authorized Board of
Directors of the Corporation (provided, however, if the amendment of any
provision of these Regulations requires an affirmative vote of more than
two-thirds of the entire authorized Board of Directors, any transactions having
the same effect may only be authorized by the vote required to amend such
provision of these Regulations), and (j) any receipt by an interested
shareholder, other than proportionately as a shareholder of the Corporation, of
the benefit, directly or indirectly, of any loans, advances, guarantees,
pledges, or other financial benefits provided through the Corporation.

                  SECTION 9. COMMITTEES. The Board of Directors may at any time
appoint from its members an Executive, Audit, or other committee or committees,
consisting of such number of members, not less than three, as the Board of
Directors may deem advisable, together with such alternates as the Board of
Directors may deem advisable, to take the place of any absent member or members
at any meeting of the committee. Each member and each alternate shall hold
office at the direction of the Board of Directors. Any committee shall act only
in the intervals between meetings of the Board of Directors and shall have such
authority of the Board of Directors as may, from time to time, be delegated by
the Board of Directors, except the authority to fill vacancies in the Board of
Directors or in any committee of the Board of Directors. Subject to these
exceptions, any person dealing with the Corporation shall be entitled to rely
upon any act or authorization of any act by any committee to the same extent as
an act or authorization of the Board of Directors. Each committee shall keep
full and complete records of all meetings and actions, which shall be open to
inspection by the directors. Unless otherwise ordered by the Board of Directors,
any committee may prescribe its own rules for calling and holding meetings,
including telephone meetings, and for its own method of procedure, and may act
at a meeting, including a telephone meeting, by a majority of its members or
without a meeting by a writing or writings signed by all of its members.

                  SECTION 10. PARTICIPATION IN MEETING BY MEANS OF
COMMUNICATIONS EQUIPMENT. Any one or more members of the Board of Directors or
any committee thereof may participate in any meeting of the Board or of any
committee by means of conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and such participation in a meeting shall constitute presence in person at such
meeting.

                  SECTION 11. RESIGNATIONS. Any director of the Corporation may
resign at any time by oral statement to that effect made at a meeting of the
Board of Directors


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or any committee thereof or by giving written notice to the Board of Directors,
the Chairman of the Board, the President, or the Secretary of the Corporation.
Such resignation shall take effect at the date of receipt of such notice or at
any later date specified therein, and unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.

                  SECTION 12. REMOVAL OF DIRECTORS. The Board of Directors may
remove any director and thereby create a vacancy on the Board: (a) if by order
of court the director has been found to be of unsound mind or has been
adjudicated a bankrupt or (b) if within 60 days from the date of the director's
election he or she does not qualify by accepting in writing the election to such
office or by acting at a meeting of directors.

                  All the directors, or all of the directors of a particular
class, or any individual director, may be removed from office, without assigning
any cause, by the affirmative vote of the holders of shares entitling them to
exercise three-quarters of the voting power of the Corporation entitled to elect
directors in place of those to be removed. In case of any such removal, a new
director nominated in accordance with Section 2 of this Article II may be
elected at the same meeting for the unexpired term of each director removed.
Failure to elect a director to fill the unexpired term of any director removed
shall be deemed to create a vacancy on the Board.

                  SECTION 13. VACANCIES. Any vacancies on the Board of Directors
resulting from death, resignation, removal, or other cause shall only be filled
by the affirmative vote of a majority of the remaining directors then in office,
even though less than a quorum of the Board of Directors, or by a sole remaining
director. Newly created directorships resulting from any increase in the number
of directors by action of the Board of Directors shall be filled by the
affirmative vote of a majority of the directors then in office, or if not so
filled, by the shareholders at the next annual meeting thereof or at a special
meeting called for that purpose in accordance with Section 4 of Article I of
these Regulations. In the event the shareholders increase the authorized number
of directors in accordance with these Regulations but fail at the meeting at
which such increase is authorized, or an adjournment of that meeting, to elect
the additional directors provided for, or if the shareholders fail at any
meeting to elect the whole authorized number of directors, such vacancies may be
filled by the affirmative vote of a majority of the directors then in office.
Any director elected in accordance with the three preceding sentences of this
Section 13 shall hold office for the remainder of the full term of the class of
directors in which the new directorship was created or the vacancy occurred and
until such director's successor shall have been elected and qualified. The
provisions of this Section 13 shall not restrict the rights of the holders of
any class or series of preferred stock of the Corporation to fill vacancies in
directors elected by such holders as provided by the express terms of the
preferred stock.

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                                   ARTICLE III

                                    Officers

                  SECTION 1. DESIGNATIONS. The Board of Directors shall elect a
Chairman of the Board, a President, such number of Executive Vice-Presidents,
Senior Vice-Presidents and Vice-Presidents as the Board may from time to time
determine, a Secretary and a Treasurer. 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 Chairman of the Board of
Directors shall be, but the other officers need not be, chosen from among the
members of the Board of Directors.

                  SECTION 2. TERM AND REMOVAL. The officers of the Corporation
shall hold office until their successors are chosen and have qualified, or until
any such officer has resigned or is removed. Any officer 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 will be served thereby, but such
removal shall be without prejudice to the contract rights, if any, of the person
so removed.

                  SECTION 3. CHAIRMAN OF THE BOARD. The Chairman of the Board
shall serve as chairman of all executive committees of the Corporation and
preside at all meetings of the Board of Directors, and shall have such other
powers and duties as may be prescribed by the Board of Directors.

                  SECTION 4. PRESIDENT. The President shall have general and
active management of the business of the Corporation. The President shall
preside at all meetings of the shareholders of the Corporation, and shall see
that all orders and resolutions of the Board of Directors are carried into
effect. If the Corporation has no Chairman of the Board, the President shall
have all of the duties and responsibilities previously enumerated for the
Chairman of the Board. In the absence or disability of the President, the Board
of Directors shall designate the appropriate officer to perform the duties and
responsibilities of the President.

                  SECTION 5. SECRETARY. The Secretary shall attend all meetings
of the Board, of the shareholders, and of the Executive Committee when required,
and record all the votes of the Corporation and the minutes of all its
transactions in a book to be kept for that purpose. The Secretary shall give, or
cause to be given, notice of all meetings of the shareholders and of special
meetings of the Board of Directors, and shall perform such other duties as may
be prescribed by the Board of Directors or President, under whose supervision
the Secretary shall act. The Secretary shall keep in safe custody the corporate
seal of the Corporation, if any, and, when authorized by the Board, affix the
same to any instrument requiring it, and when so affixed it shall be attested by
his or her signature or by the signature of the Treasurer or an Assistant
Secretary. The Secretary shall perform such other duties as shall from time to
time be


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imposed upon him or her by the Board of Directors, Chairman of the Board, or
President.

                  SECTION 6. TREASURER. The Treasurer shall have the custody of
the corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation, and shall
deposit all moneys and other valuable effects in the name and to the credit of
the Corporation in such depositories as shall be designated by the Board. The
Treasurer shall disburse the funds of the Corporation as may be ordered by the
Board, taking proper vouchers for such disbursements, and shall render to the
President and directors, at the regular meetings of the Board, or whenever they
may require it, an account of all his or her transactions as Treasurer and of
the financial condition of the Corporation. The Treasurer shall perform such
other duties as shall from time to time be imposed upon him or her by the Board
of Directors, Chairman of the Board, or President.

                  SECTION 7. ASSISTANT SECRETARIES AND ASSISTANT TREASURERS. In
the absence or disability of the Secretary or Treasurer, the Assistant
Secretaries or Assistant Treasurers, as the case may be, in the order designated
by the Board, shall perform the duties of the Secretary or Treasurer, as the
case may be, and shall have the full powers thereof.

                                   ARTICLE IV

                                 Indemnification

                  The Corporation shall indemnify, to the full extent permitted
by the Ohio General Corporation Law as it may be amended, any person made or
threatened to be made a party to any threatened, pending, or completed action,
suit, or proceeding, whether civil, criminal, administrative, or investigative,
by reason of the fact that he or she 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, trustee, employee, member, manager, or agent of another
corporation, bank, limited liability company, partnership, joint venture, trust
or other enterprise. The indemnification provided by this Article IV shall not
be deemed exclusive of any other rights to which any person seeking
indemnification may be entitled by statute, the Articles of Incorporation of the
Corporation, these Regulations, or any agreement, vote of shareholders or
disinterested directors, or otherwise, both as to action in his or her official
capacity and as to action in another capacity while holding such office, and
shall continue as to a person who has ceased to be a director, officer,
employee, or agent and shall inure to the benefit of the heirs, executors, and
administrators of such a person.

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                                    ARTICLE V

                                  Capital Stock

                  SECTION 1. CERTIFICATES FOR SHARES. Certificates representing
shares of stock of each class of the Corporation, whenever authorized by the
Board of Directors, shall be in such form as shall be approved by the Board or
by the Chairman of the Board or President and the Secretary or an Assistant
Secretary or the Treasurer or an Assistant Treasurer. Every share certificate
shall be signed by, or in the name of, the Corporation by the Chairman of the
Board or the President and by the Secretary or an Assistant Secretary or the
Treasurer or an Assistant Treasurer of the Corporation. Any or all signatures
may be facsimiles, engraved, stamped, or printed if countersigned by an
incorporated transfer agent or registrar. Although an officer, transfer agent or
registrar whose manual or facsimile signature is affixed to such a certificate
ceases to be such officer, transfer agent, or registrar before such certificate
has been delivered, such certificate nevertheless shall be effective in all
respects when delivered.

                  SECTION 2. TRANSFERS OF SHARES. Transfers of shares of stock
of each class of the Corporation shall be made only on the books of the
Corporation, by the holder thereof, or by such holder's attorney thereunto
authorized by power of attorney duly executed and filed with the Secretary of
the Corporation or a transfer agent for such stock, if any, and on surrender of
the certificate or certificates for such shares properly endorsed or accompanied
by a duly executed stock transfer power and the payment of all taxes thereon.
The person in whose name shares stand on the books of the Corporation shall be
deemed the owner thereof for all purposes as regards the Corporation. No
transfer of shares shall be valid as against the Corporation and its
shareholders and creditors for any purpose until it shall have been entered in
the stock records of the Corporation by an entry showing from and to whom
transferred.

                  SECTION 3. LOST, STOLEN OR DESTROYED CERTIFICATES. The Board
of Directors may direct a new certificate or certificates to be issued in place
of any certificate or certificates theretofore issued by the Corporation and
alleged to have been lost, stolen or destroyed, upon receiving an affidavit of
that fact made by the person claiming that the share certificate has been lost,
stolen or destroyed. When authorizing such issuance of a new certificate or
certificates, the Board may, in its discretion and as a condition precedent to
the issuance thereof, require the owner of such lost, stolen or destroyed
certificate or certificates, or his or her legal representative, to provide the
Corporation a bond in such sum and with such surety or sureties as it may direct
to indemnify the Corporation and such transfer agents and registrars against any
claim that may be made on account of the alleged loss, theft, or destruction of
any such certificate or certificates or the issuance of such new certificate or
certificates.


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                                   ARTICLE VI

                                  Record Dates

                  For any lawful purpose, including the determination of the
shareholders who are entitled to receive notice of or to vote at a meeting of
the shareholders, the Board of Directors may fix a record date in accordance
with the provisions of the Ohio General Corporation Law. The record date for the
purpose of the determination of the shareholders who are entitled to receive
notice of or to vote at a meeting of the shareholders shall continue to be the
record date for all adjournments of the meeting unless the Board of Directors or
the persons who shall have fixed the original record date shall, subject to the
limitations set forth in the Ohio General Corporation Law, fix another date and
shall cause notice thereof and of the date to which the meeting shall have been
adjourned to be given to shareholders of record as of the newly fixed date in
accordance with the same requirements as those applying to a meeting newly
called. The Board of Directors may close the share transfer books against
transfers of shares during the whole or any part of the period provided for in
this Article VI, including the date of the meeting of the shareholders and the
period ending with the date, if any, to which adjourned. If no record date is
fixed therefor, the record date for determining the shareholders who are
entitled to receive notice of a meeting of the shareholders shall be the date
next preceding the day on which notice is given, and the record date for
determining the shareholders who are entitled to vote at a meeting of the
shareholders shall be the date next preceding the day on which the meeting is
held.

                                   ARTICLE VII

                                 Corporate Seal

                  The Board of Directors may provide a suitable seal, containing
the name of the Corporation, to be kept by the Secretary. If deemed advisable by
the Board of Directors, duplicate seals may be kept and used by other officers
of the Corporation, or by any transfer agent or registrar of its shares.

                                  ARTICLE VIII

                                   Amendments

                  These Regulations may be amended, or new regulations may be
adopted, by the shareholders at a meeting held for that purpose, by the
affirmative vote of the holders of shares entitling them to exercise a majority
of the voting power on that proposal. Notwithstanding anything to the contrary
contained in these Regulations or in this Article VIII, to amend or repeal
Article I - Section 7, Article Il - Sections 1, 2, 12 and 13 and this Article
VIII shall require the affirmative vote at a meeting of holders of shares
entitled to exercise three-fourths of the voting power on such proposal, unless
such action is recommended by two-thirds of the members of the Board of
Directors.

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