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                                                                     Exhibit 3.1

                         AMENDED AND RESTATED ARTICLES
                               OF INCORPORATION
                                      OF
                                 FC BANC CORP.

FIRST:  The name of the corporation shall be FC Banc Corp.

SECOND:  The place in Ohio where the principal office is to be located is the
City of Bucyrus, Crawford County.

THIRD:  The purpose or purposes for which it is formed are:

     (a)  To be a bank holding company under the Bank Holding Company Act of
          1956.

     (b)  Generally, consistent with the provisions of (S)1701.04(A)(3) of the
          Ohio Revised Code, to engage in any lawful act or activity for which
          corporations may be formed under (S)(S)1701.01-1701.98, inclusive, of
          the Ohio Revised Code.

FOURTH:  The maximum number of shares of all classes which the corporation is
authorized to have outstanding is 4,000,000 common shares, no par value per
share.

     (a)  No holder of any shares of any class of the corporation shall be
          entitled to the preemptive rights to subscribe for, purchase, or
          receive any part of any new or additional shares of any class, whether
          now or hereafter authorized, or any securities exchangeable for or
          convertible into such shares, or any warrants or other instruments
          evidencing rights or options to subscribe for, purchase or otherwise
          acquire such shares.

     (b)  No holder of shares of any class shall have the right to vote
          cumulatively in the election of directors.

FIFTH: A. The affirmative vote of the holders of not less than 80% of the
          outstanding shares of the corporation entitled to vote shall be
          required, except as otherwise expressly provided in this Article Fifth
          (A) or in Article Fifth (B) in order for the corporation:

          (I)    to consolidate or merge with or into another corporation;

          (II)   to cause a combination or majority share acquisition involving
                 the issuance of shares of the corporation;

          (III)  to sell, transfer, exchange or otherwise dispose of all, or
                 substantially all, its assets; or

          (IV)   to dissolve;

          to the extent such actions require shareholder approval.

          The vote of shareholders specified in this Article Fifth (A) shall not
     apply to any action or transaction described in such paragraph if two-
     thirds of the Board of Directors of the corporation shall have approved the
     action or transaction; in the event of a conflict between Article Fifth (A)
     and Article Fifth (B), Article Fifth (B) applies.

     B.   The provisions of this Article Fifth (B) shall apply to all "Business
          Combinations" (as hereafter defined).

          I.     The affirmative vote of the holders of not less than eighty
                 percent (80%) of the outstanding shares of "Voting Stock" (as
                 hereafter defined) of the corporation and the
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                 affirmative vote of the holders of not less than sixty-seven
                 percent (67%) of the outstanding shares of Voting Stock held by
                 shareholders other than a "Related Party" (as hereafter
                 defined) shall be required for the approval or authorization of
                 any Business Combination of the corporation with any Related
                 Party; provided, however, that the eighty percent (80%) and the
                 sixty-seven percent (67%) voting requirements shall not apply
                 if either of the following two exceptions are applicable:

                 a. The "Continuing Directors" of the corporation (as hereafter
                    defined) by a majority vote (i) have expressly approved in
                    advance the acquisition of outstanding shares of Voting
                    Stock of the corporation that caused the Related Party to
                    become a Related Party; or (ii) have approved the Business
                    Combination prior to the Related Party involved in the
                    Business Combination having become a Related Party; or

                 b. The cash or fair market value of the property, securities or
                    other consideration to be received per share by shareholders
                    of the corporation in the Business Combination is not less
                    than the highest per share price (with appropriate
                    adjustments for recapitalizations and for stock splits,
                    stock dividends and like distributions), paid by the Related
                    person in acquiring any of its holdings in the
                    appropriation's Common Stock. For purposes of this Article
                    Fifth (B), the term "other consideration to be received"
                    shall include, without limitation, the Common Stock of the
                    corporation retained by its existing shareholders in the
                    event of any Business Combination in which the corporation
                    is the surviving corporation.

          II.    For purposes of this Article Fifth (B), the following terms
                 shall have the following definitions:

                 a. The term "Business Combination" shall mean (i) any merger or
                    consolidation of the corporation or a subsidiary with or
                    into a Related Party, (ii) any sale, lease, exchange,
                    transfer or other disposition, including without limitation
                    a mortgage or any other security device, of all or any
                    "Substantial Part" (as hereafter defined) of the assets
                    either of the corporation (including without limitation any
                    voting securities of a subsidiary) or of a subsidiary, to a
                    Related Party, (iii) any merger or consolidation of a
                    Related Party with or into the corporation or a subsidiary
                    of the corporation, (iv) any sale, lease, exchange, transfer
                    or other disposition of all or any Substantial Part of the
                    assets of a Related person to the corporation or a
                    subsidiary of the corporation, (v) the issuance of any
                    securities of the corporation or a subsidiary of the
                    corporation to a Related Party, (vi) any recapitalization
                    that would have the effect of increasing the voting power of
                    a Related Party, and (vii) any agreement, contract or other
                    arrangement providing for any of the transactions described
                    in this definition of Business Combination.

                 b. The term "Related Party" shall mean and include any
                    individual, corporation, partnership or other person or
                    entity which, together with its "Affiliates" and
                    "Associates" (as defined at Rule 12b-2 under the Securities
                    Exchange Act of 1934), "Beneficially Owns" (as defined at
                    Rule 13d-3 under the Securities Exchange Act of 1934) in the
                    aggregate twenty percent (20%) or more of the outstanding
                    Voting Stock of the corporation, and any Affiliate or
                    Associate of any such individual, corporation, partnership
                    or other person or entity. Without limitation, any shares of
                    Common Stock of the corporation that any Related Party has
                    the right to acquire pursuant to any agreement, or upon
                    exercise of conversion rights, warrants or options, or
                    otherwise, shall be deemed beneficially owned by the Related
                    Party.
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                 c. The term "Continuing Director" shall mean a Director who was
                    a member of the Board of Directors of the corporation
                    immediately prior to the time that the Related Party
                    involved in a Business Combination became a Related Party.

                 d. The term "Substantial Part" shall mean more than thirty
                    percent (30%) of the fair market value of the total assets
                    of the corporation, as of the end of its most recent fiscal
                    year ending prior to the time of determination is being
                    made.

                 e. The term "Voting Stock" shall mean all outstanding shares of
                    capital stock of the corporation or another corporation
                    entitled to vote generally in the election of directors and
                    each reference to a proportion of shares of Voting Stock
                    shall refer to such proportion of the votes entitled to be
                    cast by such shares.

          III.   The provisions of this Article Fifth (B) may not be repealed or
                 amended in any respect unless the action is approved by the
                 affirmative vote of the holders of not less than eighty percent
                 (80%) of the outstanding shares of Voting Stock of the
                 corporation; provided, however, that if there is a Related
                 Party, such action must also be approved by the affirmative
                 vote of holders of not less than sixty-seven percent (67%) of
                 the outstanding shares of Voting Stock held by shareholders
                 other than Related Parties. Further provided, however, that
                 this paragraph III shall not apply to, and such eighty percent
                 (80%) vote and sixty-seven percent (67%) vote shall not be
                 required for any amendment, repeal or adoption recommended by
                 as majority of the Board of Directors if all of such directors
                 are Continuing Directors as defined in paragraph II(c) of this
                 Article Fifth (B).

SIXTH:  The Board of Directors is hereby authorized to fix and determine, and to
vary, the amount of working capital of the corporation; to determine whether
any, and, if any, what part of the surplus, however created or arising, shall be
used or disposed of, or declared in dividends, or paid to shareholders; and
without action by the shareholders, to use and apply such surplus, or any part
thereof, or such part of the stated capital of the corporation as is permitted
under the provisions of (S)1701.35 of the Ohio Revised Code, or any statute of
like tenor or effect which is hereinafter enacted, at any time or from time to
time, in the purchase or acquisition of shares of any class, voting-trust
certificates for shares, bonds, debentures, notes, script, warrants,
obligations, evidences of indebtedness of the corporation, or other securities
of the corporation, to such extent or amount and in such manner and upon such
terms as the Board of Directors shall deem expedient.

SEVENTH:  Every statute of the State of Ohio hereafter enacted, whereby the
rights or privileges of shareholders of a corporation organized under the
General Corporation Law of said state are increased, diminished, or in any way
affected, or whereby effect is given to any action authorized, ratified, or
approved by less than all the shareholders of any such corporation, shall apply
to the corporation and shall be binding upon every shareholder thereof to the
same extent as if such statute had been in force at the date of the filing of
these Articles of Incorporation.

EIGHTH:  The Board of Directors shall be divided into three(3) classes as nearly
equal in number as possible, with the initial term of office of Class I
directors expiring at the annual meeting of shareholders in 1993, of Class II
directors expiring at the annual meeting of shareholders in 1994, and of Class
III directors expiring at the annual meeting of shareholders in 1995.  At each
annual meeting of shareholders, directors chosen to succeed those whose terms
then expire shall be elected for a term of office expiring at the third
succeeding annual meeting of shareholders after their election.  Directors may
be removed by the holders of a majority of the shares entitled to vote at an
election of directors only for cause.

NINTH:  The shareholders of the corporation may adopt, amend or repeal the Code
of Regulations of the corporation only by the affirmative vote of the holders of
eighty percent (80%) of the outstanding common shares of the corporation
entitled to vote thereon; provided, however, that if two-thirds (2/3) of the
Board of Directors of the corporation shall have approved such adoption,
amendment or repeal, the Code of Regulations may be adopted, amended or repealed
by the affirmative vote of a majority of the outstanding common shares entitled
to vote thereon.
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TENTH:  A director or officer of the corporation shall not be disqualified by
his office from dealing or contracting with the corporation as a vendor,
purchaser, employee, agent, or otherwise.  No transaction or contract or act of
the corporation shall be void or voidable or in any way affected or invalidated
by reason of the fact that any director or officer, or any firm of which any
director or officer is a member, or any corporation of which any director or
officer is a shareholder, director, or trustee, or any trust of which any
director or officer is a trustee or beneficiary, is in any way interested in
such transaction or contract or act.  No director or officer shall be
accountable or responsible to the corporation for or in respect to any
transaction or contract or act of the corporation or for any gains or profits
directly or indirectly realized by him by reason of the fact that he or any firm
of which he is a member or any corporation of which he is a shareholder,
director, or trustee, or any trust of which he is a trustee or beneficiary, is
interested in said transaction, contract or act; provided the fact that such
director or officer or such firm or such corporation or such trust is so
interested shall have been disclosed or shall have been known to the Board of
Directors or such members thereof as shall be present at any meeting of the
Board of Directors at which action upon such contract or transaction or act
shall have been taken.  Any director may be counted in determining the existence
of a quorum at any meeting of the Board of Directors which shall authorize or
take action in respect to any such contract or transaction or act, and may vote
thereat to authorize, ratify, or approve any such contract or transaction or
act, and any officer of the corporation may take any action within the scope of
his authority respecting such contract or transaction or act with like force and
effect as if he or any firm of which he is a member, or any corporation of which
he is a shareholder, director, trustee, or any trust of which he is a trustee or
beneficiary, were not interested in such transaction or contract or act.
Without limiting or qualifying the foregoing, if in any judicial or other
inquiry, suit, cause, or proceeding, the question of whether a director or
officer of the corporation has acted in good faith is material, then
notwithstanding any statute or rule of law or of equity to the contrary (if any
there be), his good faith shall be presumed, in the absence of proof to the
contrary by clear and convincing evidence.

ELEVENTH: (1)  The corporation will indemnify or agree to indemnify any person
               who was or is a party or is threatened to be made a party, to any
               threatened, pending, or completed action, suit or proceeding,
               whether civil, criminal, administrative or investigative, other
               than an action by or in the right of the corporation, by reason
               of the fact that he 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, trustee, officer, employee, or
               agent of another corporation (including a subsidiary of this
               corporation), domestic or foreign, nonprofit or for profit,
               partnership, joint venture, trust, or other enterprise, against
               expenses, including attorneys' fees, judgements, fines, and
               amounts paid in settlement actually and reasonably incurred by
               him in connection with such action, suit, or proceeding if he
               acted in good faith and in a manner he reasonably believed to be
               in or not opposed to the best interests of the corporation, and
               with respect to any criminal action or proceeding, had no
               reasonable cause to believe his conduct was unlawful. The
               termination of any action, suit, or proceeding by judgement,
               order, settlement, conviction, or upon a plea of nolo contendere
               or its equivalent, shall not, of itself create a presumption that
               the person did not act in good faith and in a manner which he
               reasonably believed to be in or not opposed to the best interests
               of the corporation, and with respect to any criminal action or
               proceeding, he had reasonable cause to believe that his conduct
               was unlawful.

          (2)  The corporation will indemnify or agree to indemnify any person
               who was or is a party, or is threatened to be made a party to any
               threatened, pending, or completed action of suit by or in the
               right of the corporation to procure a judgement in its favor by
               reason of the fact that he is or was a director, officer,
               employee, or agent or the corporation, or is or was serving at
               the request of the corporation as a director, trustee, officer,
               employee, or agent of another corporation (including a subsidiary
               of this corporation), domestic or foreign, nonprofit or for
               profit, partnership, joint venture, trust, or other enterprise
               against expenses, including attorneys' fees, actually and
               reasonably incurred by him in connection with the defense or
               settlement of such action or suit if he acted in good faith and
               in a manner he reasonably believed to be in or not opposed to the
               best interests of the corporation, except that no indemnification
               shall be made in respect of any claim, issue, or matter as to
               which such person shall have been adjudged to be liable for
               negligence or misconduct in the performance of his duty to the
               corporation unless, and only to the extent that the court of
               common pleas, or the court in which such action or suit was
               brought shall determine upon application that, despite the
               adjudication of liability, but in view of all the circumstances
               of the
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               case, such person is fairly and reasonably entitled to indemnity
               for such expenses as the court of common pleas or such other
               court shall deem proper.

          (3)  To the extent that a director, trustee, officer, employee, or
               agent has been successful on the merits or otherwise in defense
               of any action, suit, or proceeding referred to in sections (1)
               and (2) of this article, or in defense of any claim, issue, or
               matter therein, he shall be indemnified against expenses,
               including attorneys' fees, actually and reasonably incurred by
               him in connection therewith.

          (4)  No indemnification under sections (1) and (2) of this article,
               unless ordered by a court, shall be made by the corporation if it
               is determined in the specific case that indemnification of the
               director, trustee, officer, employee or agent is not proper in
               the circumstances because he has not met the applicable standard
               of conduct set forth in sections (1) and (2) of this article.
               Such determination shall be made (a) by a majority vote of a
               quorum consisting of directors of the indemnifying corporation
               who were not and are not parties to or threatened with any such
               action, suit or proceeding, or (b) if such a quorum is not
               obtainable or if a majority vote of a quorum of disinterested
               directors so directs, in a written opinion by independent legal
               counsel other than an attorney, or a firm having associated with
               it an attorney, who has been retained by or who has performed
               services for the corporation, or any person to be indemnified
               within the past five years, or (c) by the shareholders, or (d) by
               the court of common pleas or the court in which such action,
               suit, or proceeding was brought. Any determination made by the
               disinterested directors under section (4)(a) or by independent
               legal counsel under section (4)(b) of this article shall be
               promptly communicated to the person who threatened or brought the
               action or suit by or in the right of the corporation under
               section (2) of this article, and within ten days after receipt of
               such notification, such person shall have the right to petition
               the court of common pleas or the court in which such action or
               suit was brought to review the reasonableness of such
               determination.


          (5)  Expenses, including attorneys' fees, incurred in defending any
               action, suit, or proceeding referred to in sections (1) and (2)
               of this article, shall be paid by the corporation in advance of
               the final disposition of such action, suit, or proceeding as
               authorized by the directors in the specific case upon receipt of
               a written undertaking by or on behalf of the director, trustee,
               officer, employee, or agent to repay such amount, unless it shall
               ultimately be determined that he is entitled to be indemnified by
               the corporation as authorized in this article. If a majority vote
               of a quorum of disinterested directors so directs by resolution,
               said written undertaking need not be submitted to the
               corporation. Such a determination that a written undertaking need
               not be submitted to the corporation shall in no way affect the
               entitlement of indemnification as authorized by this article.

          (6)  The indemnification provided by this article shall not be deemed
               exclusive of any other rights of which those seeking
               indemnification may be entitled under the articles or the
               regulations or any agreement, vote of shareholders or
               disinterested directors, or otherwise, both as to action in his
               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, trustee, officer, employee, or agent and
               shall inure to the benefit of the heirs, executors, and
               administrators of such a person.

          (7)  The corporation may 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, trustee, officer, employee, or agent
               of another corporation (including a subsidiary of this
               corporation), domestic or foreign, nonprofit or for profit,
               partnership, joint venture, trust 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 this section.

          (8)  As used in this section, references to "the corporation" include
               all constituent corporations in a consolidation or merger and the
               new or surviving corporation, so that any person who is or was a
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               director, officer, employee, or agent of such a constituent
               corporation, or is or was serving at the request of such
               constituent corporation as a director, trustee, officer, employee
               or agent of another corporation (including a subsidiary of this
               corporation), domestic or foreign, nonprofit or for profit,
               partnership, joint venture, trust, or other enterprise shall
               stand in the same position under this article with respect to the
               new or surviving corporation as he would if he had served the new
               or surviving corporation in the same capacity.

          (9)  The forgoing provisions of this article do not apply to any
               proceeding against any trustee, investment manager or other
               fiduciary of an employee benefit plan in such person's capacity
               as such, even though such person may also be an agent of this
               corporation. The corporation will indemnify such named
               fiduciaries of its employee benefit plans against all costs and
               expenses, judgements, fines, settlements or other amounts
               actually and reasonably incurred by or imposed upon said named
               fiduciary in connection with or arising out of any claim, demand,
               action, suit or proceeding in which the named fiduciary may be
               made a party by reason of being or having been a named fiduciary,
               to the same extent it indemnifies an agent of the corporation. To
               the extent that the corporation does not have the direct legal
               power to indemnify, the corporation will contract with the named
               fiduciaries of its employee benefit plans to indemnify them to
               the same extent as noted above. The corporation may purchase and
               maintain insurance on behalf of such named fiduciary covering any
               liability to the same extent that it contracts to indemnify.

TWELFTH:   Notwithstanding any provision of any statute of the State of Ohio,
now or hereafter in force, requiring for any purpose the vote of the holders of
shares entitling them to exercise two-thirds or any other proportion of the
voting power of the corporation or of any class or classes of shares thereof,
any action, unless otherwise expressly required by statute or by these Amended
and Restated Articles of Incorporation, may be taken by the vote of the holders
of shares entitling them to exercise a majority of the voting power of the
corporation or of such class or classes.

THIRTEENTH:    A.   The corporation reserves the right to amend, alter, change,
                    or repeal any provision contained in these Amended and
                    Restated Articles of Incorporation, in the manner now or
                    hereafter prescribed by statute, and all rights conferred
                    upon shareholders herein are granted subject to this
                    reservation and subject to paragraph B.

               B.   The provisions set forth in these Amended and Restated
                    Articles may not be repealed or amended in any respect,
                    unless such action is approved by the affirmative vote of
                    the holders of not less than eighty percent (80%) of the
                    outstanding shares of the corporation entitled to vote,
                    except that such eighty percent (80%) requirement shall not
                    apply if two-thirds (2/3) of the Board of Directors of the
                    corporation shall have approved such amendment or repeal.

               C.   All actions which are required to be or may be taken by the
                    shareholders of the corporation shall be taken at a meeting
                    of the shareholders, duly held and upon proper notice of at
                    least ten(10) days, may not be taken by written consent
                    without a meeting, and the power of shareholders to consent
                    in writing to the taking of any action is specifically
                    denied.

FOURTEENTH:  These Amended and Restated Articles of Incorporation of the
corporation supersede the Amend Articles of Incorporation existing on the
effective date hereof.