EXHIBIT 3.1

                            ARTICLES OF INCORPORATION
                                       OF
                          WINTON FINANCIAL CORPORATION

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

                  FIRST:  The name of the corporation shall be Winton Financial
Corporation.

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

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

                  FOURTH:  The authorized number of shares of the corporation
shall be 750, all of which shall be common shares, each without par value.

                  FIFTH: The directors of the corporation shall have the power
to cause the corporation from time to time and at any time to purchase, hold,
sell, transfer or otherwise deal with (A) shares of any class or series issued
by it, (B) any security or other obligation of the corporation which may confer
upon the holder thereof the right to convert the same into shares of any class
or series authorized by the articles of the corporation and (C) any security or
other obligation which may confer upon the holder thereof the right to purchase
shares of any class or series authorized by the articles of the corporation. The
corporation shall have the right to repurchase, if and when any shareholder
desires to sell, or on the happening of any event is required to sell, shares of
any class or series issued by the corporation. The authority granted in this
Article Fifth of these articles shall not limit the plenary authority of the
directors to purchase, hold, sell, transfer or otherwise deal with shares of any
class or series, securities, or other obligations issued by the corporation or
authorized by its articles.

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

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

               (B)  Proposed new  Regulations or an amendment of the Regulations
                    of the corporation;



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

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

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

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

               (G)  A proposed dissolution of the corporation.

                  SEVENTH: The directors of the corporation may adopt an
amendment to the articles in respect of any unissued or treasury shares of any
class and thereby fix or change: the division of such shares into series and the
designation and authorized number of shares of each series; the dividend rate;
the dates of payment of dividends and the dates from which they are cumulative;
liquidation price; redemption rights and price; sinking fund requirements;
conversion rights; and restrictions on the issuance of shares of any class or
series.

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

                  NINTH: (A) In addition to any affirmative vote required by any
provision of the Ohio Revised Code or by any other provision of these Articles,
the affirmative vote or consent of the holders of the greater of (1) four-fifths
(4/5) of the outstanding common shares of the corporation entitled to vote
thereon or (2) that fraction of such outstanding common shares having as the
numerator a number equal to the sum of (i) the number of outstanding common
shares Beneficially Owned (hereinafter defined) by the Controlling Person
(hereinafter defined), plus (ii) two-thirds (2/3) of the remaining number of
outstanding common shares, and as the denominator a number equal to the total
number of outstanding common shares entitled to vote, shall be required for the
adoption or authorization of a Business Combination (hereinafter defined),
unless:

                  (I)   The Business Combination will result in an involuntary
                  sale, redemption, cancellation or other termination of
                  ownership of all common shares of the corporation owned by
                  shareholders who do not vote in favor of, or consent in
                  writing to, the Business Combination and the cash or fair
                  value of other readily marketable consideration to be received
                  by such shareholders for such shares shall at least be equal
                  to the Minimum Price Per Share (hereinafter defined); and (II)
                  A proxy statement responsive to the requirements of the
                  Securities Exchange Act of 1934, as amended, shall be mailed
                  to the shareholders of the corporation for the purpose of
                  soliciting shareholder approval for the proposed Business
                  Combination.

<PAGE>

                    (B)  For  purposes  of this  Article  Ninth,  the  following
definitions shall apply:

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

                         (2)  "Associate"  shall  mean  (i) any  corporation  or
                    organization  of which a Person is an  officer or partner or
                    is,  directly or  indirectly,  the  Beneficial  Owner of ten
                    percent  (10%) or more of any  class of  equity  securities,
                    (ii) any trust or other  estate in which a Person  has a ten
                    percent (10%) or greater  individual  interest of any nature
                    or as to which a Person  serves as  trustee  or in a similar
                    fiduciary  capacity,  (iii) any spouse of a Person, and (iv)
                    any  relative  of a Person,  any  relative  of a spouse of a
                    Person, who has the same residence as such Person or spouse.

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

                         (4) "Business Combination" shall mean (i) any merger or
                    consolidation  of the corporation with or into a Controlling
                    Person  or  an  Affiliate  of a  Controlling  Person  or  an
                    Associate of such Controlling Person or Affiliate,  (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 of the assets
                    of the corporation,  including without limitation any voting
                    securities  of  a   subsidiary,   or  of  the  assets  of  a
                    subsidiary,  to  a  Controlling  Person  or  Affiliate  of a
                    Controlling  Person or Associate of such Controlling  Person
                    or Affiliate,  (iv) any sale, lease,  exchange,  transfer or
                    other  disposition to the corporation or a subsidiary of all
                    or any  part  of  the  assets  of a  Controlling  Person  or
                    Affiliate  of a  Controlling  Person  or  Associate  of such
                    Controlling  Person  or  Affiliate  but  not  including  any
                    disposition  of assets  which,  if  included  with all other
                    dispositions  consummated during the same fiscal year of the
                    corporation  by  the  same  controlling  Person,  Affiliates
                    thereof  and  Associates  of  such  Controlling   Person  or
                    Affiliates,  would not result in  dispositions  during  such
                    year by all such Persons of assets having an aggregate  fair
                    value   (determined  at  the  time  of  disposition  of  the
                    respective  assets)  in  excess of one  percent  (1%) of the
                    total  consolidated  assets of the  corporation (as shown on
                    its certified balance sheet as of the end of the fiscal year
                    preceding the proposed disposition); provided, however, that
                    in no event shall any disposition of assets be excepted from
                    shareholder approval by reason of the preceding exclusion if
                    such disposition  when included with all other  dispositions
                    consummated  during the same and immediately  preceding four
                    (4) fiscal years for the corporation be the same Controlling
                    Person, Affiliate thereof and Associates of such Controlling
                    Person or  Affiliates,  would result in  disposition  by all
                    such  Persons  of assets  having  an  aggregate  fair  value
                    (determined  at the time of  disposition  of the  respective
                    assets)  in  excess  of  two  percent   (2%)  of  the  total

<PAGE>

                    consolidated  assets  of the  corporation  (as  shown on its
                    certified  balance  sheet as of the end of the  fiscal  year
                    preceding    the    proposed    disposition),     (v)    any
                    reclassification  of the common  shares of the  corporation,
                    consummated within five (5) years after a Controlling Person
                    becomes  a  Controlling  Person,  and  (vi)  any  agreement,
                    contract  or  other  arrangement  providing  for  any of the
                    transactions   described  in  the   definition  of  Business
                    Combination.

                                    (5) "Control" shall mean the possession,
                  directly or indirectly, of the power to direct or cause the
                  direction of the management and policies of a Person, whether
                  through the ownership of voting securities, by contract or
                  otherwise.

                                    (6) "Controlling Person" shall mean any
                  Person who Beneficially Owns shares of the corporation
                  entitling that Person to exercise twenty percent (20%) or more
                  of the voting power of the corporation entitled to vote in the
                  election of directors.

                                    (7) "Minimum Price Per Share" shall mean the
                  sum of (i) the higher of (I) the highest gross per share price
                  paid or agreed to be paid to acquire any common shares of the
                  corporation Beneficially Owned by a Controlling Person,
                  provided such payment or agreement to make payment was made
                  within five (5) years immediately prior to the record date set
                  to determine the shareholders entitled to vote or consent to
                  the Business Combination in question, or (II) the highest per
                  share closing public market price for such common shares
                  during such five (5) year period, plus (ii) the aggregate
                  amount, if any, by which five percent (5%) for each year,
                  beginning on the date on which such Controlling Person became
                  a Controlling Person, of such higher per share price exceeds
                  the aggregate amount of all common shares dividends per share
                  paid in cash since the date on which such Person became a
                  Controlling Person. The calculation of the Minimum Price Per
                  Share shall require appropriate adjustments for capital
                  changes, including without limitation stock splits, stock
                  dividends and reverse stock splits.

                                    (8) "Person" shall mean an individual, a
                  corporation, a partnership, an association, a joint-stock
                  company, a trust, any unincorporated organization, a
                  government or political subdivision thereof, and any other
                  entity.

                                    (9) "Securities Exchange Act of 1934" shall
                  mean the Securities Exchange Act of 1934, as amended from time
                  to time as well as any successor or replacement statute.

                  TENTH: Until August 11, 1993, no Person (hereinafter defined)
shall directly or indirectly Offer (hereinafter defined) to Acquire (hereinafter
defined) or Acquire the Beneficial Ownership (hereinafter defined) of more than
10% of any class of any equity security of the corporation, provided, however,
that such prohibition shall not apply to the purchase of shares by underwriters
in connection with a public offering. In the event that any shares of the
corporation are Acquired in violation of this Article TENTH, all shares
Beneficially owned by any person in excess of 10% shall not be counted as shares
entitled to vote, and shall not be voted by any Person and shall not be counted
as voting shares in connection with any matter submitted to the stockholders for
a vote. For purposes of this Article TENTH, the following terms shall have the
meaning set forth below:

                  (1)      "Person" includes an individual, a group acting in
                           concert, a corporation, a partnership, an
                           association, a joint stock company, a trust, an
                           unincorporated organization or similar company, a

<PAGE>

                           syndicate or any other group formed for the purpose
                           of acquiring or disposing of the equity securities of
                           the corporation, but does not include The Winton
                           Savings and Loan Co. Employee Stock Ownership Plan or
                           its successor.

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

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

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

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

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

                  IN WITNESS WHEREOF, I have hereunto signed my name this 22nd
day of November, 1989.



                                               /s/Henry L. Schulhoff
                                               Henry L. Schulhoff, Incorporator


<PAGE>
                            Certificate of Amendment

                                 By Shareholders
                       to the Articles of Incorporation of


                          WINTON FINANCIAL CORPORATION
                              (Name of Corporation)

Robert L.  Bollin, who is  [ ]  Chairman of the Board  [X}  President  [ ] Vice
President (Check One)

and James W. Brigger, who is [X}  Secretary [  ] Assistant Secretary (Check One)

of the above named Ohio  corporation  for profit with its principal  location at
5511 Cheviot Road,  Cincinnati,  Ohio 45247, Ohio do hereby certify that: (check
the appropriate box and complete the appropriate statements)

[  ]  a meeting of the shareholders was duly called for the purpose of adopting
      this amendment and held on ________, 19___, at which meeting a quorum of
      the shareholders was present in person or by proxy, and by the affirmative
      voice of the holders of shares entitling them to exercise ___% of the
      voting power of the corporation.

[X]  in a writing signed by all of the shareholders who would be entitled to
     notice of a meeting held for the purpose,

the following resolution to amend the articles was adopted:

          RESOLVED,  that  Article  Fourth of the Articles of  Incorporation  of
          Winton Financial  Corporation be, and it hereby is, amended to read as
          follows:

                    FOURTH:  The authorized  number of shares of the corporation
                    shall be  5,000,000,  all of which  shall be common  shares,
                    each without par value.


         IN WITNESS WHEREOF, the above named officers, acting for and on the
behalf of the corporation, have hereto subscribed their names this 29th day of
June, 1990.


                                                 By: /s/ Robert L. Bollin
                                                      President


                                                 By: /s/James W. Brigger
                                                      Secretary

NOTE:   Ohio law does not permit one officer to sign in two capacities.  Two
        separate signatures are required, even if this necessitates the election
        of a second officer before the filing can be made.


<PAGE>

                            Certificate of Amendment

                                 By Shareholders
                       to the Articles of Incorporation of


                          WINTON FINANCIAL CORPORATION
                              (Name of Corporation)

Robert L.  Bollin, who is  [ ]  Chairman of the Board  [X}  President  [ ] Vice
President (Check One)

and James W. Brigger, who is [X}  Secretary [  ] Assistant Secretary (Check One)

of the above named Ohio  corporation  for profit with its principal  location at
5511 Cheviot Road,  Cincinnati,  Ohio 45247, Ohio do hereby certify that: (check
the appropriate box and complete the appropriate statements)

   [X]  a meeting of the shareholders was duly called for the purpose of
        adopting this amendment and held on January 24, 1992, at which meeting
        a quorum of the shareholders was present in person or by proxy, and by
        the affirmative voice of the holders of shares entitling them to
        exercise 67.26 % of the voting power of the corporation.

   [ ]  in a writing signed by all of the shareholders who would be entitled to
        notice of a meeting held for the purpose,

the following resolution to amend the articles was adopted:

          RESOLVED,   that  Article  of   Incorporation   of  Winton   Financial
          Corporation  be, and they hereby are,  amended by adding the following
          Article Eleventh:

               ELEVENTH:  No shareholder of the corporation shall have the right
               to vote cumulatively in the election of directors.


         IN WITNESS WHEREOF, the above named officers, acting for and on the
behalf of the corporation, have hereto subscribed their names this 29th day of
January, 1992.


                                           By: /s/ Robert L. Bollin
                                                President


                                           By: /s/James W. Brigger
                                                Secretary

NOTE:   Ohio law does not permit one officer to sign in two capacities.  Two
        separate signatures are required, even if this necessitates the election
        of a second officer before the filing can be made.


<PAGE>
                            Certificate of Amendment
               By Shareholders to the Articles of Incorporation of


                          WINTON FINANCIAL CORPORATION
                              (Name of Corporation)

         Robert L. Bollin, who is

[  ]  Chairman of the Board   [X]  President  [  ]  Vice President  (Check One)

and

         James W. Brigger, who is  [X] Secretary  [  ]  Assistant Secretary
(Check One)

of the above named Ohio  corporation  for profit do hereby certify that:  (check
the appropriate box and complete the appropriate statements)

     [X]  a meeting of the shareholders was duly called for the purpose of
          adopting this amendment and held on January 27, 1995, at which meeting
          a quorum of the shareholders was present in person or by proxy, and by
          the affirmative voice of the holders of shares entitling them to
          exercise 68.5% of the voting power of the corporation.

     [ ] in a writing signed by all of the shareholders who would be entitled to
         notice of a meeting held for the purpose, the following resolution to
         amend the articles was adopted:

         See Annex A attached hereto and incorporated herein.




         IN WITNESS WHEREOF, the above named officers, acting for and on the
behalf of the corporation, have hereto subscribed their names this 30th day of
January, 1995.



                                              By: /s/ Robert L. Bollin
                                                   President


                                              By: /s/James W. Brigger
                                                   Secretary

NOTE:  Ohio law does not permit one officer to sign in two capacities.  Two
       separate signatures are required, even if this necessitates the election
       of a second officer before the filing can be made.


<PAGE>
                                                                       ANNEX A


RESOLVED, THAT ARTICLE NINTH, SECTION (B) (3) OF THE ARTICLES OF INCORPORATION
OF WINTON FINANCIAL CORPORATION, AS AMENDED, SHALL BE AMENDED TO READ AS
FOLLOWS:

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



RESOLVED THAT ARTICLE FOURTH OF THE ARTICLES OF INCORPORATION OF WINTON
FINANCIAL CORPORATION, AS AMENDED, SHALL BE AMENDED TO READ AS FOLLOWS:

         FOURTH: The authorized number of shares of the corporation shall be
         7,000,000, 5,000,000 of which shall be common shares, each without par
         value, and 2,000,000 of which shall be preferred shares, each without
         par value.

         The directors of the corporation are authorized to adopt amendments to
         the Articles of Incorporation in respect of any unissued or treasury
         common and preferred shares and thereby to fix or change, to the full
         extent now or hereafter permitted by Ohio law: the division of such
         shares into series and the designation and authorized number of shares
         of each series; the dividend rate; the dates of payment of dividends
         and the dates from which they are cumulative; liquidation price;
         redemption rights and price; sinking fund requirements; conversion
         rights; restrictions on the issuance of shares of any class or series;
         and such other rights, preferences and limitations as shall not be
         inconsistent with this Article Fourth.





<PAGE>
                                                            ANNEX A - CONTINUED

         Except as hereinafter provided and as may otherwise be required by the
         laws of the State of Ohio, all voting power of the corporation for all
         purposes is vested exclusively in the holders of the common shares. The
         holders of common shares shall be entitled to one vote for each common
         share held. The holders of the preferred shares shall not be entitled
         to vote at meetings of the shareholders of the corporation or to
         receive notices of such meetings; provided, however, that in the event
         dividends on the preferred shares, if any, shall at any time become in
         arrears, the holders of the preferred shares shall thereupon become
         entitled to one vote for each preferred share held and to notice of all
         meetings of the shareholders. Such voting and notice rights of the
         preferred shareholders shall continue until all dividends in arrears on
         the preferred shares shall have been paid in full, whereupon such
         voting and notice rights of the preferred shareholders shall cease and
         terminate.

                            Certificate of Amendment
               By Shareholders to the Articles of Incorporation of


                          WINTON FINANCIAL CORPORATION
                              (Name of Corporation)

         Robert L. Bollin, who is

[  ]  Chairman of the Board   [X}  President  [ ]  Vice President  (Check One)

and

         James W. Brigger, who is   [X] Secretary  [ ]  Assistant Secretary
(Check One)

of the above named Ohio  corporation  for profit do hereby certify that:  (check
the appropriate box and complete the appropriate statements)

    [X]  a meeting of the shareholders was duly called for the purpose of
         adopting this amendment and held on January 29, 1999, at which meeting
         a quorum of the shareholders was present in person or by proxy, and by
         the affirmative voice of the holders of shares entitling them to
         exercise 82.6% of the voting power of the corporation.

    [ ]  in a writing signed by all of the shareholders who would be entitled to
         notice of a meeting held for the purpose, the following resolution to
         amend the articles was adopted:

         See Exhibit A.




<PAGE>

         IN WITNESS WHEREOF, the above named officers, acting for and on the
behalf of the corporation, have hereto subscribed their names this 29th day of
January, 1999.



                                           By: /s/ Robert L. Bollin
                                                President


                                           By: /s/James W. Brigger
                                                Secretary

NOTE:   Ohio law does not permit one officer to sign in two capacities.  Two
        separate signatures are required, even if this necessitates the election
        of a second officer before the filing can be made.



<PAGE>
                                    EXHIBIT A


         RESOLVED, that Article Fourth of the Amended Articles of Incorporation
         of Winton Financial Corporation be, and it hereby is, deleted in its
         entirety and replaced with the following new Article Fourth:

                  FOURTH: The authorized number of shares of the corporation
                  shall be twenty million (20,000,000), eighteen million
                  (18,000,000) of which shall be common shares, each without par
                  value, and two million (2,000,000) of which shall be preferred
                  shares, each without par value.

                  The directors of the corporation are authorized to adopt
                  amendments to the Articles of Incorporation in respect of any
                  unissued or treasury common and preferred shares and thereby
                  to fix or change, to the full extent now or hereafter
                  permitted by Ohio law: the division of such shares into series
                  and the designation and authorized number of shares of each
                  series; the dividend rate; the dates of payment of dividends
                  and the dates from which they are cumulative; the liquidation
                  price; the redemption rights and price; the sinking fund
                  requirements; the conversion rights; the restrictions on the
                  issuance of shares of any class or series; and such other
                  rights, preferences and limitations as shall not be
                  inconsistent with this Article Fourth.

                  Except as hereinafter provided and as may otherwise be
                  required by the laws of the State of Ohio, all voting power of
                  the corporation for all purposes is vested exclusively in the
                  holders of the common shares. The holders of common shares
                  shall be entitled to one vote for each common share held. The
                  holders of the preferred shares shall not be entitled to vote
                  at meetings of the shareholders of the corporation or to
                  receive notices of such meetings; provided, however, that in
                  the event dividends on the preferred shares, if any, shall at
                  any time become in arrears, the holders of the preferred
                  shares shall thereupon become entitled to one vote for each
                  preferred share held and to notice of all meetings of the
                  shareholders. Such voting and notice rights of the preferred
                  shareholders shall continue until all dividends in arrears on
                  the preferred shares shall have been paid in full, whereupon
                  such voting and notice rights of the preferred shareholders
                  shall cease and terminate.