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Exhibit 3(ii)

                              AMENDED AND RESTATED
                               CODE OF REGULATIONS

                                       OF

                            CROGHAN BANCSHARES, INC.

                                      INDEX
Section        Caption                                                Page No.
-------        -------                                                --------


                                   ARTICLE ONE


                            MEETINGS OF SHAREHOLDERS

Section 1.01.  Annual Meetings..............................................1
Section 1.02.  Calling of Meetings..........................................1
Section 1.03.  Place of Meetings............................................1
Section 1.04.  Notice of Meetings...........................................1
Section 1.05.  Waiver of Notice.............................................2
Section 1.06.  Quorum.......................................................2
Section 1.07.  Votes Required...............................................2
Section 1.08.  Order of Business............................................2
Section 1.09.  Shareholders Entitled to Vote................................2
Section 1.10.  Proxies......................................................2
Section 1.11.  Inspectors of Election.......................................3

                                   ARTICLE TWO


                                    DIRECTORS

Section 2.01.  Authority and Qualifications.................................3
Section 2.02.  Number of Directors and Term of Office.......................3
Section 2.03.  Election.....................................................4
Section 2.04.  Nomination...................................................4
Section 2.05.  Removal......................................................5
Section 2.06.  Vacancies....................................................5
Section 2.07.  Meetings.....................................................5
Section 2.08.  Notice of Meetings...........................................5
Section 2.09.  Waiver of Notice.............................................6
Section 2.10.  Quorum.......................................................6
Section 2.11.  Executive Committee..........................................6
Section 2.12.  Compensation.................................................7
Section 2.13.  By-Laws......................................................7

                                  ARTICLE THREE


                                    OFFICERS

Section 3.01.  Officers.....................................................7
Section 3.02.  Tenure of Office.............................................7

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Section 3.03.  Duties of the Chairman of the Board..........................7
Section 3.04.  Duties of the President......................................7
Section 3.05.  Duties of the Vice Presidents................................8
Section 3.06.  Duties of the Secretary......................................8
Section 3.07.  Duties of the Treasurer......................................8

                                  ARTICLE FOUR


                                     SHARES

Section 4.01.  Certificates.................................................8
Section 4.02.  Transfers....................................................9
Section 4.03.  Transfer Agents and Registrars...............................9
Section 4.04.  Lost, Wrongfully Taken or Destroyed Certificates.............9
Section 4.05.  Uncertificated Shares.......................................10

                                  ARTICLE FIVE


                          INDEMNIFICATION AND INSURANCE

Section 5.01.  Indemnification.............................................10
Section 5.02.  Court-Approved Indemnification..............................11
Section 5.03.  Indemnification for Expenses................................11
Section 5.04.  Determination Required......................................11
Section 5.05.  Advances for Expenses.......................................12
Section 5.06.  Article Five Not Exclusive..................................12
Section 5.07.  Insurance...................................................12
Section 5.08.  Certain Definitions.........................................13
Section 5.09.  Venue.......................................................13

                                   ARTICLE SIX


                                  MISCELLANEOUS

Section 6.01.  Amendments..................................................13
Section 6.02.  Action by Shareholders or Directors Without a Meeting.......13



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                              AMENDED AND RESTATED
                               CODE OF REGULATIONS
                                       OF
                            CROGHAN BANCSHARES, INC.

                                   ARTICLE ONE
                            MEETINGS OF SHAREHOLDERS

                  SECTION 1.01. ANNUAL MEETINGS. The annual meeting of the
shareholders for the election of directors, for the consideration of reports to
be laid before such meeting and for the transaction of such other business as
may properly come before such meeting, shall be held on the second Tuesday in
May in each year or on such other date as may be fixed from time to time by the
directors.

                  SECTION 1.02. CALLING OF MEETINGS. Meetings of the
shareholders may be called only by the chairman of the board of directors, the
president, or, in case of the president's absence, death, or disability, the
vice president authorized to exercise the authority of the president, the
secretary, the directors by action at a meeting, or a majority of the directors
acting without a meeting, or the holders of at least fifty percent (50%) of all
shares outstanding and entitled to vote thereat.

                  SECTION 1.03. PLACE OF MEETINGS. All meetings of shareholders
shall be held at the principal office of the corporation, unless otherwise
provided by action of the directors. Meetings of shareholders may be held at any
place within or outside the State of Ohio.

                  SECTION 1.04. NOTICE OF MEETINGS. (A) Written notice stating
the time, place and purposes of a meeting of the shareholders shall be given
either by personal delivery or by mail not less than seven (7) nor more than
sixty (60) days before the date of the meeting, (1) to each shareholder of
record entitled to vote at the meeting, (2) by or at the direction of the
president or the secretary. If mailed, such notice shall be addressed to the
shareholder at his address as it appears on the records of the corporation.
Notice of adjournment of a meeting need not be given if the time and place to
which it is adjourned are fixed and announced at such meeting. In the event of a
transfer of shares after the record date for determining the shareholders who
are entitled to receive notice of a meeting of shareholders, it shall not be
necessary to give notice to the transferee. Nothing herein contained shall
prevent the setting of a record date in any manner provided by law, the Articles
or the Regulations for the determination of shareholders who are entitled to
receive notice of or to vote at any meeting of shareholders or for any purpose
required or permitted by law.

                  (B) Following receipt by the president or the secretary of a
request in writing, specifying the purpose or purposes for which the persons
properly making such request have called a meeting of the shareholders,
delivered either in person or by registered mail to such officer by any persons
entitled to call a meeting of shareholders, such officer shall cause to be given
to the shareholders entitled thereto notice of a meeting to be held on a date
not less than

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seven (7) nor more than sixty (60) days after the receipt of such request, as
such officer may fix. If such notice is not given within thirty (30) days after
the receipt of such request by the president or the secretary, then, and only
then, the persons properly calling the meeting may fix the time of meeting and
give notice thereof in accordance with the provisions of the Regulations.

                  SECTION 1.05. WAIVER OF NOTICE. Notice of the time, place and
purpose or purposes of any meeting of shareholders may be waived in writing,
either before or after the holding of such meeting, by any shareholders, which
writing shall be filed with or entered upon the records of such meeting. The
attendance of any shareholder, in person or by proxy, at any such meeting
without protesting the lack of proper notice, prior to or at the commencement of
the meeting, shall be deemed to be a waiver by such shareholder of notice of
such meeting.

                  SECTION 1.06. QUORUM. At any meeting of shareholders, the
holders of a majority of the voting shares of the corporation then outstanding
and entitled to vote thereat, present in person or by proxy, shall constitute a
quorum for such meeting. The holders of a majority of the voting shares
represented at a meeting, whether or not a quorum is present, or the chairman of
the board, the president, or the officer of the corporation acting as chairman
of the meeting, may adjourn such meeting from time to time, and if a quorum is
present at such adjourned meeting any business may be transacted as if the
meeting had been held as originally called.

                  SECTION 1.07. VOTES REQUIRED. At all elections of directors
the candidates receiving the greatest number of votes shall be elected. Any
other matter submitted to the shareholders for their vote shall be decided by
the vote of such proportion of the shares, or of any class of shares, or of each
class, as is required by law, the Articles or the Regulations.

                  SECTION 1.08. ORDER OF BUSINESS. The order of business at any
meeting of shareholders shall be determined by the officer of the corporation
acting as chairman of such meeting unless otherwise determined by a vote of the
holders of a majority of the voting shares of the corporation then outstanding,
present in person or by proxy, and entitled to vote at such meeting.

                  SECTION 1.09. SHAREHOLDERS ENTITLED TO VOTE. Each shareholder
of record on the books of the corporation on the record date for determining the
shareholders who are entitled to vote at a meeting of shareholders shall be
entitled at such meeting to one vote for each share of the corporation standing
in his name on the books of the corporation on such record date. The directors
may fix a record date for the determination of the shareholders who are entitled
to receive notice of and to vote at a meeting of shareholders, which record date
shall not be a date earlier than the date on which the record date is fixed and
which record date may be a maximum of sixty (60) days preceding the date of the
meeting of shareholders.

                  SECTION 1.10. PROXIES. At meetings of the shareholders any
shareholder of record entitled to vote thereat may be represented and may vote
by a proxy or proxies appointed by an instrument in writing signed by such
shareholder, or appointed by a verifiable

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communication authorized by such shareholder. Any transmission appointing a
proxy to represent a shareholder that creates a record capable of
authentication, including, but not limited to, a telegram, a cablegram,
electronic mail or an electronic, telephonic or other transmission that appears
to have been transmitted by such shareholder is a sufficient verifiable
communication to appoint a proxy. A photographic, photostatic, facsimile
transmission, or equivalent reproduction of a writing that is signed by such
shareholder and that appoints a proxy is a sufficient writing to appoint a
proxy. Proxies shall be filed with the secretary of the meeting before the
person holding such proxy shall be allowed to vote thereunder. No proxy shall be
valid after the expiration of eleven months after the date of its execution,
unless the shareholder executing it shall have specified therein the date on
which it is to expire or the length of time it is to continue in force.

                  SECTION 1.11. INSPECTORS OF ELECTION. In advance of any
meeting of shareholders, the directors may appoint inspectors of election to act
at such meeting or any adjournment thereof; if inspectors are not so appointed,
the officer of the corporation acting as chairman of any such meeting may make
such appointment. In case any person appointed as inspector fails to appear or
act, the vacancy may be filled only by appointment made by the directors in
advance of such meeting or, if not so filled, at the meeting by the officer of
the corporation acting as chairman of such meeting. No other person or persons
may appoint or require the appointment of inspectors of election.

                                   ARTICLE TWO
                                    DIRECTORS

                  SECTION 2.01. AUTHORITY AND QUALIFICATIONS. Except where the
law, the Articles or the Regulations otherwise provide, all authority of the
corporation shall be vested in and exercised by its directors.

                  SECTION 2.02. NUMBER OF DIRECTORS AND TERM OF OFFICE.

                  (A) Until changed in accordance with the provisions of the
Regulations, the number of directors of the corporation shall be twelve (12).

                  (B) The number of directors may be fixed or changed at a
meeting of the shareholders called for the purpose of electing directors at
which a quorum is present, only in accordance with the Articles of the
corporation.

                  (C) The directors may fix or change the number of directors
and may fill any director's office that is created by an increase in the number
of directors; provided, however, that the directors may not increase the number
of directors to more than sixteen (16) nor reduce the number of directors to
less than five (5).

                  (D) No reduction in the number of directors shall of itself
have the effect of shortening the term of any incumbent director.

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                  (E) The board of directors shall be divided into three classes
as nearly equal in number as the then fixed number of directors permits, with
the term of office of one class expiring each year. A separate election for each
class of directors shall be held at the 2000 annual meeting of the shareholders.
The directors elected to the first class shall hold office for a term expiring
in 2001; the directors elected to the second class shall hold office for a term
expiring in 2002; and the directors elected to the third class shall hold office
for a term expiring in 2003. At each annual meeting of shareholders, successors
to the class of directors whose term expires shall be elected to hold office for
a three-year term. A director shall hold office until the annual meeting for the
year in which his term expires and until his successor is duly elected and
qualified, or until his earlier resignation, removal from office, or death. In
the event of any increase in the number of directors of the corporation, the
additional directors shall be similarly classified in such a manner that each
class of directors shall be as equal in number as possible. In the event of any
decrease in the number of directors of the corporation, such decrease shall be
effected in such a manner that each class of directors shall be as equal in
number as possible.

                  SECTION 2.03. ELECTION. At each annual meeting of shareholders
for the election of directors, the successors to the directors whose term shall
expire in that year shall be elected, but if the annual meeting is not held or
if one or more of such directors are not elected thereat, they may be elected at
a special meeting called for that purpose. The election of directors shall be by
ballot whenever requested by the officer of the corporation acting as chairman
of the meeting or by the holders of a majority of the voting shares outstanding,
entitled to vote at such meeting and present in person or by proxy, but unless
such request is made, the election shall be by viva voce.

                  SECTION 2.04. NOMINATION. (A) Any nominee for election as a
director of the corporation may be proposed only by the directors or by any
shareholder entitled to vote for the election of directors. No person, other
than a nominee proposed by the directors, may be nominated for election as a
director of the corporation unless such person shall have been proposed in a
written notice, delivered or mailed by first-class United States mail, postage
prepaid, to the secretary of the corporation at the principal offices of the
corporation. In the case of a nominee proposed for election as a director at an
annual meeting of shareholders, such written notice of a proposed nominee shall
be received by the secretary of the corporation on or before the December 31st
immediately preceding such annual meeting, or within a reasonable time prior to
the date of such annual meeting as determined by the board of directors. In the
case of a nominee proposed for election as a director at a special meeting of
shareholders at which directors are to be elected, such written notice of a
proposed nominee shall be received by the secretary of the corporation no later
than the close of business on the seventh (7th) day following the day on which
notice of the special meeting was mailed to shareholders. Each such written
notice of a proposed nominee shall set forth: (1) the name, age, business or
residence address of each nominee proposed at such notice, (2) the principal
occupation or employment of such nominee, and (3) the number of common shares of
the corporation owned beneficially and/or of record by each such nominee and the
length of time any such shares have been so owned.

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                  (B) If any shareholder shall attempt to nominate one or more
persons for election as director at any meeting at which directors are to be
elected without having identified each such person in a written notice given as
contemplated by, and/or without having provided therein the information
specified in subparagraph (A) of this section, each such attempted nomination
shall be invalid and shall be disregarded unless the officer of the corporation
acting as chairman of the meeting determines that the facts warrant the
acceptance of such nomination.

                  SECTION 2.05. REMOVAL. Any director or the entire board of
directors may be removed from office only by the affirmative vote of the holders
of shares then entitling them to exercise not less than two-thirds of the voting
power of the corporation at an election of directors, and shareholders may
effect such removal only for cause; provided, however, that if any class or
series of shares shall entitle the holders thereof to elect one or more
directors, any director or all the directors elected by such holders may be
removed only by the affirmative vote of the holders of shares of such class or
series then entitling them to exercise not less than two-thirds of the voting
power of such class or series at any election of such directors, and such
removal may be effected only for cause. Any such removal shall be deemed to
create a vacancy in the board of directors.

                  SECTION 2.06. VACANCIES. The remaining directors, though less
than a majority of the whole authorized number of directors, may, by the vote of
a majority of their number, fill any vacancy in the board of directors. A
vacancy in the board of directors exists within the meaning of this Section 2.06
in case the shareholders increase the authorized number of directors but fail at
the meeting at which such increase is authorized, or an adjournment thereof, to
elect the additional directors provided for, or in case the shareholders fail at
any time to elect the whole authorized number of directors. Any person named by
the directors to fill a vacancy in the board of directors shall serve only until
the next annual meeting.

                  SECTION 2.07. MEETINGS. A meeting of the directors shall be
held immediately following the adjournment of each annual meeting of
shareholders at which directors are elected, and notice of such meeting need not
be given. The directors shall hold such other meetings as may from time to time
be called, and such other meetings of directors may be called only by the
chairman of the board, the president, or any two directors. All meetings of
directors shall be held at the principal office of the corporation in Fremont,
Ohio or at such other place within or outside the State of Ohio, as the
directors may from time to time determine by a resolution. Meetings of the
directors may be held through any communications equipment if all persons
participating can hear each other and participation in a meeting pursuant to
this provision shall constitute presence at such meeting.

                  SECTION 2.08. NOTICE OF MEETINGS. Notice of the time and place
of each meeting of directors for which such notice is required by law, the
Articles, the Regulations or the By-Laws shall be given to each of the directors
by at least one of the following methods:

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                  (1) In a writing mailed not less than three days before such
meeting and addressed to the residence or usual place of business of a director,
as such address appears on the records of the corporation; or

                  (2) By telegraph, cable, radio, electronic mail, wireless, or
a writing sent or delivered to the residence or usual place of business of a
director as the same appears on the records of the corporation, not later than
the day before the date on which such meeting is to be held; or

                  (3) Personally or by telephone not later than the day before
the date on which such meeting is to be held.

Notice given to a director by any one of the methods specified in the
Regulations shall be sufficient, and the method of giving notice to all
directors need not be uniform. Notice of any meeting of directors may be given
only by the chairman of the board, the president or the secretary of the
corporation. Any such notice need not specify the purpose or purposes of the
meeting. Notice of adjournment of a meeting of directors need not be given if
the time and place to which it is adjourned are fixed and announced at such
meeting.

                  SECTION 2.09. WAIVER OF NOTICE. Notice of any meeting of
directors may be waived in writing, either before or after the holding of such
meeting, by any director, which writing shall be filed with or entered upon the
records of the meeting. The attendance of any director at any meeting of
directors without protesting, prior to or at the commencement of the meeting,
the lack of proper notice, shall be deemed to be a waiver by him of notice of
such meeting.

                  SECTION 2.10. QUORUM. A majority of the whole authorized
number of directors shall be necessary to constitute a quorum for a meeting of
directors, except that a majority of the directors in office shall constitute a
quorum for filling a vacancy in the board of directors. The act of a majority of
the directors present at a meeting at which a quorum is present is the act of
the board of directors, except as otherwise provided by law, the Articles or the
Regulations.

                  SECTION 2.11. EXECUTIVE COMMITTEE. The directors may create an
executive committee or any other committee of directors, to consist of not less
than two (2) directors, and may authorize the delegation to such executive
committee or other committees of any of the authority of the directors, however
conferred, other than that of filling vacancies among the directors or in the
executive committee or in any other committee of the directors.

                  Such executive committee or any other committee of directors
shall serve at the pleasure of the directors, shall act only in the intervals
between meetings of the directors, and shall be subject to the control and
direction of the directors. Such executive committee or other committee of
directors may act by a majority of its members at a meeting or by a writing or
writings signed by all of its members.

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                  Any act or authorization of any act by the executive committee
or any other committee within the authority delegated to it shall be as
effective for all purposes as the act or authorization of the directors. No
notice of a meeting of the executive committee or of any other committee of
directors shall be required. A meeting of the executive committee or of any
other committee of directors may be called only by the president or by a member
of such executive or other committee of directors. Meetings of the executive
committee or of any other committee of directors may be held through any
communications equipment if all persons participating can hear each other and
participation in such a meeting shall constitute presence thereat.

                  SECTION 2.12. COMPENSATION. Directors shall be entitled to
receive as compensation for services rendered and expenses incurred as
directors, such amounts as the directors may determine.

                  SECTION 2.13. BY-LAWS. The directors may adopt, and amend from
time to time, By-Laws for their own government, which By-Laws shall not be
inconsistent with the law, the Articles or the Regulations.

                                  ARTICLE THREE
                                    OFFICERS

                  SECTION 3.01. OFFICERS. The officers of the corporation to be
elected by the directors shall be a president, a secretary, a treasurer, and, if
desired, one or more vice presidents and such other officers and assistant
officers as the directors may from time to time elect. The directors may elect a
chairman of the board of directors, who must be a director. Officers need not be
shareholders of the corporation, and may be paid such compensation as the board
of directors may determine. Any two or more offices may be held by the same
person, but no officer shall execute, acknowledge, or verify any instrument in
more than one capacity if such instrument is required by law, the Articles, the
Regulations or the By-Laws to be executed, acknowledged, or verified by two or
more officers.

                  SECTION 3.02. TENURE OF OFFICE. The officers of the
corporation shall hold office at the pleasure of the directors. Any officer of
the corporation may be removed, either with or without cause, at any time, by
the affirmative vote of a majority of all the directors then in office; such
removal, however, shall be without prejudice to the contract rights, if any, of
the person so removed.

                  SECTION 3.03. DUTIES OF THE CHAIRMAN OF THE BOARD OF
DIRECTORS. The chairman of the board of directors, if any, shall preside at all
meetings of the directors and over all meetings of shareholders. He shall have
such other powers and duties as the directors shall from time to time assign to
him.

                  SECTION 3.04. DUTIES OF THE PRESIDENT. The president shall be
the chief executive officer of the corporation and shall exercise supervision
over the business of the

<PAGE>   10

corporation and shall have, among such additional powers and duties as the
directors may from time to time assign to him, the power and authority to sign
all certificates evidencing shares of the corporation and all deeds, mortgages,
bonds, contracts, notes and other instruments requiring the signature of the
president of the corporation. In the absence of the chairman of the board of
directors, or in the event that no chairman is elected, it shall be the duty of
the president to preside at all meetings of shareholders.

                  SECTION 3.05. DUTIES OF THE VICE PRESIDENTS. In the absence of
the president or in the event of his inability or refusal to act, the vice
president, if any (or in the event there be more than one vice president, the
vice presidents in the order designated, or in the absence of any designation,
then in the order of their election), shall perform the duties of the president,
and when so acting, shall have all the powers of and be subject to all
restrictions upon the president. The vice presidents shall perform such other
duties and have such other powers as the directors may from time to time
prescribe.

                  SECTION 3.06. DUTIES OF THE SECRETARY. It shall be the duty of
the secretary, or of an assistant secretary, if any, in case of the absence or
inability to act of the secretary, to keep minutes of all the proceedings of the
shareholders and the directors and to make a proper record of the same; to
perform such other duties as may be required by law, the Articles or the
Regulations; to perform such other and further duties as may from time to time
be assigned to him by the directors or the president; and to deliver all books,
paper and property of the corporation in his possession to his successor, or to
the president.

                  SECTION 3.07. DUTIES OF THE TREASURER. The treasurer, or an
assistant treasurer, if any, in case of the absence or inability to act of the
treasurer, shall receive and safely keep in charge all money, bills, notes,
choses in action, securities and similar property belonging to the corporation,
and shall do with or disburse the same as directed by the president or the
directors; shall keep an accurate account of the finances and business of the
corporation, including accounts of its assets, liabilities, receipts,
disbursements, gains, losses, stated capital and shares, together with such
other accounts as may be required and hold the same open for inspection and
examination by the directors; shall give bond in such sum with such security as
the directors may require for the faithful performance of his duties; shall,
upon the expiration of his term of office, deliver all money and other property
of the corporation in his possession or custody to his successor or the
president; and shall perform such other duties as from time to time may be
assigned to him by the directors.

                                  ARTICLE FOUR
                                     SHARES

                  SECTION 4.01. CERTIFICATES. Certificates evidencing ownership
of shares of the corporation shall be issued to those entitled to them. Each
certificate evidencing shares of the corporation shall bear a distinguishing
number; the signatures of the chairman of the board of directors, the president,
or a vice president, and of the secretary, an assistant secretary, the
treasurer, or an assistant treasurer (except that when any such certificate is
countersigned by an

<PAGE>   11

incorporated transfer agent or registrar, such signatures may be facsimile,
engraved, stamped or printed); and such recitals as may be required by law.
Certificates evidencing shares of the corporation shall be of such tenor and
design as the directors may from time to time adopt and may bear such recitals
as are permitted by law.

                  SECTION 4.02. TRANSFERS. Where a certificate evidencing a
share or shares of the corporation is presented to the corporation or its proper
agents with a request to register transfer, the transfer shall be registered as
requested if:

                  (1) An appropriate person signs on each certificate so
presented or signs on a separate document an assignment or transfer of shares
evidenced by each such certificate, or signs a power to assign or transfer such
shares, or when the signature of an appropriate person is written without more
on the back of each such certificate; and

                  (2) Reasonable assurance is given that the endorsement of each
appropriate person is genuine and effective; the corporation or its agents may
refuse to register a transfer of shares unless the signature of each appropriate
person is guaranteed by an "eligible guarantor institution" as defined in Rule
17Ad-15 under the Securities Act of 1934 or any successor rule or regulation;
and

                  (3) All applicable laws relating to the collection of transfer
or other taxes have been complied with; and

                  (4) The corporation or its agents are not otherwise required
or permitted to refuse to register such transfer.

                  SECTION 4.03. TRANSFER AGENTS AND REGISTRARS. The directors
may appoint one or more agents to transfer or to register shares of the
corporation, or both.

                  SECTION 4.04. LOST, WRONGFULLY TAKEN OR DESTROYED
CERTIFICATES. Except as otherwise provided by law, where the owner of a
certificate evidencing shares of the corporation claims that such certificate
has been lost, destroyed or wrongfully taken, the directors must cause the
corporation to issue a new certificate in place of the original certificate if
the owner:

                  (1) So requests before the corporation has notice that such
original certificate has been acquired by a bona fide purchaser; and

                  (2) Files with the corporation, unless waived by the
directors, an indemnity bond, with surety or sureties satisfactory to the
corporation, in such sums as the directors may, in their discretion, deem
reasonably sufficient as indemnity against any loss or liability that the
corporation may incur by reason of the issuance of each such new certificate;
and

                  (3) Satisfies any other reasonable requirements which may be
imposed by the directors, in their discretion.


<PAGE>   12

                  SECTION 4.05. UNCERTIFICATED SHARES. Anything contained in
this Article Four to the contrary notwithstanding, the directors may provide by
resolution that some or all of any or all classes and series of shares of the
corporation shall be uncertificated shares, provided that such resolution shall
not apply to:

                  (1) Shares of the corporation represented by a certificate
until such certificate is surrendered to the corporation in accordance with
applicable provisions of Ohio law; or

                  (2) Any certificated security of the corporation issued in
exchange for an uncertificated security in accordance with applicable provisions
of Ohio law.

The rights and obligations of the holders of uncertificated shares and the
rights and obligations of the holders of certificates representing shares of the
same class and series shall be identical, except as otherwise expressly provided
by law.

                                  ARTICLE FIVE
                          INDEMNIFICATION AND INSURANCE

                  SECTION 5.01. INDEMNIFICATION. The corporation shall indemnify
any officer or director of the corporation 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
(including, without limitation, any action threatened or instituted by or in the
right of the corporation), by reason of the fact that he is or was a director,
officer, employee, agent or volunteer of the corporation, or is or was serving
at the request of the corporation as a director, trustee, officer, employee,
member, manager, agent or volunteer of another corporation (domestic or foreign,
nonprofit or for profit), limited liability company, partnership, joint venture,
trust or other enterprise, against expenses (including, without limitation,
attorneys' fees, filing fees, court reporters' fees and transcript costs),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding if his act or omission
giving rise to any claim for indemnification under this Section 5.01 was not
occasioned by his intent to cause injury to the corporation or by his reckless
disregard for the best interests of the corporation, and in respect of any
criminal action or proceeding, he had no reasonable cause to believe his conduct
was unlawful. It shall be presumed that no act or omission of a person claiming
indemnification under this Section 5.01 that gives rise to such claim was
occasioned by an intent to cause injury to the corporation or by a reckless
disregard for the best interests of the corporation and, in respect of any
criminal matter, that such person had no reasonable cause to believe his conduct
was unlawful; the presumption recited in this Section 5.01 can be rebutted only
by clear and convincing evidence, and the termination of any action, suit or
proceeding by judgment, order, settlement or conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, rebut such presumption.

<PAGE>   13

                  SECTION 5.02. COURT-APPROVED INDEMNIFICATION. Anything
contained in the Regulations or elsewhere to the contrary notwithstanding:

                  (A) The corporation shall not indemnify any officer or
director of the corporation who was a party to any completed action or suit
instituted by or in the right of the corporation to procure a judgment in its
favor by reason of the fact that he is or was a director, officer, employee,
agent or volunteer of the corporation, or is or was serving at the request of
the corporation as a director, trustee, officer, employee, member, manager,
agent or volunteer of another corporation (domestic or foreign, nonprofit or for
profit), limited liability company, partnership, joint venture, trust or other
enterprise, in respect of any claim, issue or matter asserted in such action or
suit as to which he shall have been adjudged to be liable for an act or omission
occasioned by his deliberate intent to cause injury to the corporation or by his
reckless disregard for the best interests of the corporation, unless and only to
the extent that the Court of Common Pleas of Sandusky County, Ohio or the court
in which such action or suit was brought shall determine upon application that,
despite such adjudication of liability, and in view of all the circumstances of
the case, he is fairly and reasonably entitled to such indemnity as such Court
of Common Pleas or such other court shall deem proper; and

                  (B) The corporation shall promptly make any such unpaid
indemnification as is determined by a court to be proper as contemplated by this
Section 5.02.

                  SECTION 5.03. INDEMNIFICATION FOR EXPENSES. Anything contained
in the Regulations or elsewhere to the contrary notwithstanding, to the extent
that an officer or director of the corporation has been successful on the merits
or otherwise in defense of any action, suit or proceeding referred to in Section
5.01, or in defense of any claim, issue or matter therein, he shall be promptly
indemnified by the corporation against expenses (including, without limitation,
attorneys' fees, filing fees, court reporters' fees and transcript costs)
actually and reasonably incurred by him in connection therewith.

                  SECTION 5.04. DETERMINATION REQUIRED. Any indemnification
required under Section 5.01 and not precluded under Section 5.02 shall be made
by the corporation only upon a determination that such indemnification is proper
in the circumstances because the officer or director has met the applicable
standard of conduct set forth in Section 5.01. Such determination may be made
only (a) by a majority vote of a quorum consisting of directors of the
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 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 of Sandusky County,
Ohio or (if the corporation is a party thereto) the court in which such action,
suit or proceeding was brought, if any; any such determination may be made by a
court under division (d) of this Section 5.04 at any time (including, without
limitation, any time before, during or after the time when any such
determination may be requested of, be under consideration by or have been denied
or disregarded

<PAGE>   14

by the disinterested directors under division (a) or by independent legal
counsel under division (b) or by the shareholders under division (c) of this
Section 5.04); and no failure for any reason to make any such determination, and
no decision for any reason to deny any such determination, by the disinterested
directors under division (a) or by independent legal counsel under division (b)
or by the shareholders under division (c) of this Section 5.04 shall be evidence
in rebuttal of the presumption recited in Section 5.01. Any determination made
by the disinterested directors under division (a) or by independent legal
counsel under division (b) of this Section 5.04 to make indemnification in
respect of any claim, issue or matter asserted in an action or suit threatened
or brought by or in the right of the corporation shall be promptly communicated
to the person who threatened or brought such action or suit, and within ten (10)
days after receipt of such notification such person shall have the right to
petition the Court of Common Pleas of Sandusky County, Ohio or the court in
which such action or suit was brought, if any, to review the reasonableness of
such determination.

                  SECTION 5.05. ADVANCES FOR EXPENSES. The provisions of Section
1701.13(E)(5)(a) of the Ohio Revised Code do not apply to the corporation.
Expenses (including, without limitation, attorneys' fees, filing fees, court
reporters' fees and transcript costs) incurred in defending any action, suit or
proceeding referred to in Section 5.01 shall be paid by the corporation in
advance of the final disposition of such action, suit or proceeding to or on
behalf of the officer or director promptly as such expenses are incurred by him,
but only if such officer or director shall first agree, in writing, to repay all
amounts so paid in respect of any claim, issue or other matter asserted in such
action, suit or proceeding in defense of which he shall not have been successful
on the merits or otherwise if it is proved by clear and convincing evidence in a
court of competent jurisdiction that, in respect of any such claim, issue or
other matter, his relevant action or failure to act was occasioned by his
deliberate intent to cause injury to the corporation or his reckless disregard
for the best interests of the corporation, unless, and only to the extent that,
the Court of Common Pleas of Sandusky County, Ohio or the court in which such
action or suit was brought shall determine upon application that, despite such
determination, and in view of all of the circumstances, he is fairly and
reasonably entitled to all or part of such indemnification.

                  SECTION 5.06. ARTICLE FIVE NOT EXCLUSIVE. The indemnification
provided by this Article Five shall not be exclusive of, and shall be in
addition to, any other rights to which any person seeking indemnification may be
entitled under the Articles, the Regulations, any agreement, a vote of
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 an officer or director of the
corporation and shall inure to the benefit of the heirs, executors, and
administrators of such a person.

                  SECTION 5.07. INSURANCE. The corporation may purchase and
maintain insurance, or furnish similar protection, including but not limited to
trust funds, letters of credit, or self-insurance, for or on behalf of any
person who is or was a director, officer, employee, agent or volunteer of the
corporation, or is or was serving at the request of the corporation as a
director, trustee, officer, employee, member, manager, agent or volunteer of
another corporation

<PAGE>   15

(domestic or foreign, nonprofit or for profit), limited liability company,
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 obligation or
the power to indemnify him against such liability under the provisions of this
Article Five. Insurance may be purchased from or maintained with a person in
which the corporation has a financial interest.

                  SECTION 5.08. CERTAIN DEFINITIONS. For purposes of this
Article Five, and as an example and not by way of limitation:

                  (A) A person claiming indemnification under this Article Five
shall be deemed to have been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in Section 5.01, or in defense of any
claim, issue or other matter therein, if such action, suit or proceeding shall
be terminated as to such person, with or without prejudice, without the entry of
a judgment or order against him, without a conviction of him, without the
imposition of a fine upon him and without his payment or agreement to pay any
amount in settlement thereof (whether or not any such termination is based upon
a judicial or other determination of the lack of merit of the claims made
against him or otherwise results in a vindication of him).

                  (B) References to an "other enterprise" shall include employee
tax benefit plans; references to a "fine" shall include any excise taxes
assessed on a person with respect to an employee benefit plan; and references to
"serving at the request of the corporation" shall include any service as a
director, officer, employee or agent of the corporation which imposes duties on,
or involves services by, such director, officer, employee or agent with respect
to an employee benefit plan, its participants or beneficiaries.

                  SECTION 5.09. VENUE. Any action, suit or proceeding to
determine a claim for, or for repayment to the corporation of, indemnification
under this Article Five may be maintained by the person claiming such
indemnification, or by the corporation, in the Court of Common Pleas of Sandusky
County, Ohio. The corporation and (by claiming or accepting such
indemnification) each such person consent to the exercise of jurisdiction over
its or his person by the Court of Common Pleas of Sandusky County, Ohio in any
such action, suit or proceeding.

                                   ARTICLE SIX
                                  MISCELLANEOUS

                  SECTION 6.01. AMENDMENTS. The Regulations of the corporation
may only be amended or new regulations adopted in accordance with the provisions
of the Articles of the corporation or the law.

                  SECTION 6.02. ACTION BY SHAREHOLDERS OR DIRECTORS WITHOUT A
MEETING. Anything contained in the Regulations to the contrary notwithstanding,
except as provided in Section 6.01, any action which may be authorized or taken
at a meeting of the shareholders or of

<PAGE>   16

the directors or of a committee of the directors, as the case may be, 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 shareholders who would be
entitled to notice of a meeting of the shareholders held for such purpose, or
all the directors, or all the members of such committee of the directors,
respectively, which writings shall be filed with or entered upon the records of
the corporation.