ARTICLES OF INCORPORATION
                                       OF
                              LENOX BANCORP, INC.

         The undersigned, desiring to form a corporation for profit under
Chapter 1701 of the Ohio Revised Code, does hereby certify:

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

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

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

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

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

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

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


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

                  (A) A proposed amendment to the Articles of Incorporation of
                      the corporation;

                  (B) A proposed amendment to the Code of Regulations of the
                      corporation;

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

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

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

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

                  (G) A proposed dissolution of the corporation.

         SEVENTH: No shareholder of the corporation shall have, as a matter of
right, the pre-emptive right to purchase or subscribe for shares of any class,
now or hereafter authorized, or to purchase or subscribe for securities or other
obligations convertible into or exchangeable for such shares or which by
warrants or otherwise entitle the holders thereof to subscribe for or purchase
any such shares.

         EIGHTH: Until the expiration of five years from the date of the
acquisition by the corporation of the capital stock of Lenox Savings Bank, no
Person (hereinafter defined) shall directly or indirectly Offer (hereinafter
defined) to Acquire (hereinafter defined) or Acquire the Beneficial Ownership
(hereinafter defined) of more than ten percent (10%) of any class of any equity
security of the corporation; provided, however, that such prohibition shall not
apply to the purchase of shares by underwriters in connection with a public
offering, or to the purchase of up


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to twenty five percent (25%) of any class of equity security of the corporation
by a tax-qualified employee stock benefit plan. In the event that any shares of
the corporation are Acquired in violation of this Article Eighth, all shares
Beneficially Owned by any Person in excess of ten percent (10%) of any class of
equity security of the corporation shall not be counted as shares entitled to
vote, shall not be voted by any Person and shall not be counted as a voting
share in connection with any matter submitted to the shareholders for a vote.
For purposes of this Article Eighth, the following terms shall have the meanings
set forth below:

                (A) "Person" includes an individual, a group acting in
                    concert, a corporation, a partnership, an
                    association, a joint stock company, a trust, an
                    unincorporated organization or similar company, a
                    syndicate or any other group formed for the purpose
                    of acquiring or disposing of the equity securities of
                    the corporation, but does not include any employee
                    stock benefit plan of the corporation or subsidiary
                    of the corporation.

                (B) "Offer" includes every offer to buy or otherwise
                    acquire, solicitation of an offer to sell, tender
                    offer for, or request or invitation for tenders of, a
                    security or interest in a security for value.

                (C) "Acquire" includes every type of acquisition, whether
                    effected by purchase, exchange, operation of law or
                    otherwise.

                (D) "Acting in concert" means (i) participation in a
                    joint activity or conscious parallel action towards a
                    common goal whether or not pursuant to an express
                    agreement, or (ii) a combination or pooling of voting
                    or other interests in the securities of an issuer for
                    a common purpose pursuant to any contract,
                    understanding, relationship, agreement or other
                    arrangement, whether written or otherwise.

                (E) "Beneficial Ownership" shall include, without limitation,
                    (i) all shares directly or indirectly owned by a Person, by
                    an Affiliate (hereinafter defined) of such Person or by an
                    Associate (hereinafter defined) of such Person or such
                    Affiliate, (ii) all shares which such person, Affiliate or
                    Associate has the right to acquire through the exercise of
                    any option, warrant or right (whether or not currently
                    exercisable) through the conversion of a security, pursuant
                    to the power to revoke a trust, discretionary account or
                    similar arrangement, or pursuant to the automatic
                    termination of a trust, discretionary account or similar
                    arrangement, and (iii) all shares as to which such Person,
                    Affiliate or Associate directly or indirectly through any
                    contract, arrangement, understanding, relationship or
                    otherwise (including, without limitation, any written or
                    unwritten agreement to act in concert) has or shares voting
                    power (which includes the power to vote or to direct the
                    voting of such shares) or investment


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                    power (which includes the power to dispose or to
                    direct the disposition of such shares) or both.

                (F) "Affiliate" shall mean a Person that directly or
                    indirectly, through one or more intermediaries
                    controls, is controlled by, or is under common
                    control with another Person.

                (G) "Associate" of a Person shall mean (i) any corporation
                    or organization (other than the corporation or a subsidiary
                    of the corporation) of which the Person is an officer or
                    partner or is, directly or indirectly, the beneficial owner
                    of ten percent or more of any class of equity securities,
                    (ii) any trust or other estate, except any employee stock
                    benefit plan, in which the Person has a substantial
                    beneficial interest or as to which the Person serves as
                    trustee or in a similar fiduciary capacity, and (iii) any
                    relative or spouse of the Person, or any relative of such
                    spouse, who has the same home as the Person or is a director
                    or officer of the corporation or any of its parents or
                    subsidiaries.

         IN WITNESS WHEREOF, I have hereunto signed my name this 20th day of
July, 1995.

                                                 /s/ Cynthia D. Barnes
                                                 _______________________________

                                                 Cynthia D. Barnes, Incorporator


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                            CERTIFICATE OF AMENDMENT
                       TO ARTICLES OF LENOX BANCORP, INC.

Virginia M. Porowski, President, and Richard Harmeyer, Secretary of Lenox
Bancorp, Inc., an Ohio corporation, with its principal office located at 5255
Beech Street, St. Bernard, Ohio, do hereby certify that, in lieu of holding a
special meeting of the holders of the shares of said corporation entitling them
to vote on the proposal to amend the Articles of Incorporation thereof, as
contained in the following resolution, a written consent was executed by the
sole shareholder of Lenox Bancorp, Inc., and that by the affirmative vote of the
sole shareholder, the following resolution was adopted to amend the articles:

         NOW, THEREFORE, BE IT RESOLVED, that the Articles of the Company, be,
and they hereby are, amended by the addition to the Articles of the following
Article NINTH:

                  NINTH: Notwithstanding any provision of the General
                  Corporation Law of Ohio now or hereafter in effect, no
                  shareholder shall have the right to vote cumulatively in the
                  election of directors. Without limiting the generality of the
                  immediately preceding sentence, no shareholder shall have the
                  right at any time in the election of directors either to give
                  one candidate as many votes as the number of directors to be
                  elected multiplied by the number of his votes equals or to
                  distribute his votes on the same principle among two or more
                  candidates.

         In witness whereof, Virginia M. Porowski and Richard Harmeyer, acting
for and on behalf of said corporation, have subscribed their names to this
Certificate this 1st day of April, 1996.

                                                       /s/  Virginia M. Porowski
                                                       _________________________

                                                       Virginia M. Porowski
                                                       President


                                                       /s/  Richard L. Harmeyer
                                                       _________________________

                                                       Richard L. Harmeyer
                                                       Secretary