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 sect;1701.04(A)
                   (3) of the Ohio Revised Code, to engage in any lawful act or 
                   activity for which corporations may be formed under sect;
                   sect;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 1,000,000 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)     The corporation shall not purchase any of the corporation's 
                   voting common shares from any shareholder, or shareholders 
                   acting as a group,  who individually or collectively hold(s) 
                   one percent (1%) or more of the corporation's outstanding 
                   common shares, not including any treasury shares 
                   (individually or collectively referred to in this Article 
                   Fourth as the "One Percent Holder(s)") at a price higher than
                   the then current fair market value of the corporation's 
                   voting common shares, or on terms more favorable, when 
                   considered as a whole, than those otherwise available, unless
                   (a) the corporation makes an offer to all of its other 
                   shareholders to purchase from each shareholder the same 
                   percentage of that shareholder's voting common shares in the 
                   corporation as the corporation intends to purchase from the 
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                   One Percent Holder(s), at the same price and on the same 
                   terms as the One Percent Holder(s) will receive; or (b) the 
                   holders of a majority of the corporation's outstanding voting
                   common shares entitled to vote approve of the corporation's 
                   purchase of its voting common shares from the One Percent 
                   Holder(s), at the intended price and upon the intended terms,
                   with the One Percent Holder(s) not voting on such approval 
                   and the voting common shares in the corporation which is held
                   by the One Percent Holder(s) not counted as outstanding in 
                   calculating the number of votes required for approval.

           (c)     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 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 
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                                  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 recapital-
                                  izations 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, partner-
                                  ship or other person or entity which, together
                                  with its "Affiliates" and "Associates" (as 
                                  defined at Rule 12b-2 under the Securities 
<PAGE>
                                  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.

                           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 
<PAGE>
           such part of the stated capital of the corporation as is permitted 
           under the provisions of §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:    Each member of the Board of Directors shall have qualified as a 
           director of The Farmers Citizen Bank of Bucyrus.  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.

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 
<PAGE>
           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 
<PAGE>
                   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 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.
<PAGE>
           (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 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 
<PAGE>
                   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.