EXHIBIT 3.2
                             REGULATIONS, AS AMENDED
                                       OF
                          WINTON FINANCIAL CORPORATION
<TABLE>
<CAPTION>

                                      INDEX

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

<S>                      <C>                                                                                  <C>
ARTICLE ONE.......................................................................................................1


MEETINGS OF SHAREHOLDERS..........................................................................................1
         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.......................................................................................................3


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


ARTICLE THREE.....................................................................................................6

</TABLE>


<PAGE>

<TABLE>
<CAPTION>

OFFICERS 6
<S>                        <C>                                                                                   <C>
         Section 3.01.  Officers..................................................................................6
         Section 3.02.  Tenure of Office..........................................................................7
         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.............................................................7
         Section 3.06.  Duties of the Secretary...................................................................7
         Section 3.07.  Duties of the Treasurer...................................................................7


ARTICLE FOUR......................................................................................................8


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


ARTICLE FIVE......................................................................................................9


INDEMNIFICATION AND INSURANCE.....................................................................................9
         Section 5.01.  Mandatory Indemnification.................................................................9
         Section 5.02.  Court-Approved Indemnification...........................................................10
         Section 5.03.  Indemnification for Expenses.............................................................10
         Section 5.04.  Determination Required...................................................................10
         Section 5.05.  Advances for Expenses....................................................................11
         Section 5.06.  Article Five Not Exclusive...............................................................11
         Section 5.07.  Insurance................................................................................12
         Section 5.08.  Certain Definitions......................................................................12
         Section 5.09.  Venue....................................................................................12


ARTICLE SIX......................................................................................................12


MISCELLANEOUS....................................................................................................12
         Section 6.01.  Amendments...............................................................................12
         Section 6.02.  Action by Shareholders or Directors Without a Meeting....................................13
</TABLE>





                                       ii
<PAGE>

                               CODE OF REGULATIONS
                                       OF
                          WINTON FINANCIAL CORPORATION

                                   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 fourth Friday of January 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,  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 a majority 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
without 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 nor more than sixty days before
the date of the meeting, (1) to each shareholder of record entitled to notice of
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 the  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

<PAGE>

than seven nor more than sixty days after the receipt of such  request,  as such
officer  may fix.  If such  notice is not given  within  fifteen  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 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,  but
such  instrument  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 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


                                       2
<PAGE>

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.  Directors  need not be
shareholders of the corporation.

     Section 2.02. Number of Directors and Term of Office.

     (A)  Until  changed  in  accordance  with  law,  the  authorized  number of
directors  shall be seven,  divided  into two  classes,  one of which shall have
three  directors  and the  other of which  shall  have  four  directors.  If the
authorized  number of directors  is  increased  or  decreased  at any time,  the
directors may, by a resolution  adopted by not less than a majority of the whole
authorized number of directors, determine the number of directors to be added or
subtracted,  as the case may be, from any class or classes of directors, and the
effect of such increase or decrease on each class need not be uniform; provided,
however, that the authorized number of directors of any class shall not be fewer
than  three or  exceed by more than  four the  number  of any other  class.  The
election of each class of directors shall be a separate election.

     (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 by the affirmative vote of the holders of not less than a majority
of the voting  shares  which are  represented  at the  meeting,  in person or by
proxy, and entitled to vote on such proposal.

     (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.

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

     Section 2.03. Nomination and Election.

     (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 later of (i) the  February  1st
immediately  preceding  such annual  meeting,  or (ii) the  sixtieth  (60th) day
before the first  anniversary of the most recent annual meeting of  shareholders
of the corporation held for the election of directors;  provided,  however, that


                                       3
<PAGE>

if the annual  meeting for the  election of directors in any year is not held on
or before the thirty-first  (31) day next following such  anniversary,  then the
written  notice  required  by this  subparagraph  (a) shall be  received  by the
Secretary within a reasonable time prior to the date of such annual meeting.  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 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 in such notice, (2) the principal occupation or
employment  of each 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.

     (B) If a  shareholder  shall  attempt to nominate  one or more  persons for
election  as a  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 person acting as Chairman
of the  meeting  determines  that  the  facts  warrant  the  acceptance  of such
nomination.

     (C) The election of directors shall be by ballot whenever  requested by the
person  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
voice vote.

     Section 2.04.  Removal. A director or directors may be removed from office,
with or without  assigning any cause,  only by the vote of the holders of shares
entitling  them to exercise  not less than a majority of the voting power of the
corporation  to elect  directors in place of those to be removed,  provided that
unless all the  directors,  or all the  directors of a particular  class (if the
directors  of the  corporation  are  divided  into  classes),  are  removed,  no
individual director shall be removed in case the votes of a sufficient number of
shares are cast against his removal that, if  cumulatively  voted at an election
of all directors,  or all the directors of a particular  class,  as the case may
be,  would be  sufficient  to elect at least one  director.  In case of any such
removal,  a new director  may be elected at the same  meeting for the  unexpired
term of each director removed. Failure to elect a director to fill the unexpired
term of any director removed shall be deemed to create a vacancy in the board.

     Section  2.05.  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 for the unexpired term.
A vacancy in the board  exists  within the meaning of this  Section 2.05 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.

     Section  2.06.   Meetings.  A  meeting  of  the  directors  shall  be  held
immediately  following the adjournment of each annual meeting of shareholders at


                                       4
<PAGE>

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 Cincinnati,  or at such other
place  within or without 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  2.07.  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:

         (A) 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

         (B) By telegraph, cable, radio, 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

         (C) 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 2.08.  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  2.09.  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.  The act of a majority of the directors  present
at a meeting at which a quorum is  present  is the act of the  board,  except as
otherwise provided by law, the Articles or the Regulations.

     Section 2.10.  Executive  Committee.  The directors may create an executive
committee or any other committee of directors, to consist of not less than three
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.


                                       5
<PAGE>
     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.

     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  2.11.  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 2.12.  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,  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.  The  chairman of the
board,  if any,  shall preside at all meetings of the  directors.  He shall have
such other powers and duties as the directors  shall from time to time assign to
him.


                                       6
<PAGE>

     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  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.  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, the president, or a vice president, and
of  the  secretary  or  an  assistant  secretary  (except  that  when  any  such
certificate is  countersigned  by an  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.


                                       7
<PAGE>

     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 a commercial bank or trust company having an office or a
correspondent in the City of New York or by a firm having membership in the New
York Stock Exchange; 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.

     Section 4.05.  Uncertificated  Shares.  Anything  contained in this Article
Fourth 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
(A)  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 (B) any  certificated  security  of the  corporation


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<PAGE>

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.  Mandatory  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  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 (domestic or foreign, nonprofit or for profit), 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 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, he had no reasonable cause to believe his conduct was unlawful. A
person claiming  indemnification  under this Section 5.01 shall be presumed,  in
respect of any act or omission giving rise to such claim for indemnification, to
have 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  matter,  to have had no  reasonable  cause to believe  his conduct was
unlawful,  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.

     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 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 (domestic
or foreign, nonprofit or for profit), 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 acting with
reckless disregard for the best interests of the corporation or misconduct
(other than negligence) in the performance of his duty to the corporation unless
and only to the extent that the Court of Common Pleas of Hamilton 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

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<PAGE>

         (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 of the officer
or director  is proper in the  circumstances  because he 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 Hamilton 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  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 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  Hamilton  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.   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:

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<PAGE>

         (A) if it shall ultimately be determined as provided in Section 5.04
that he is not entitled to be indemnified by the corporation as provided under
Section 5.01; or

         (B) if, in respect of any claim, issue or other matter asserted by or
in the right of the corporation in such action or suit, he shall have been
adjudged to be liable for acting with reckless disregard for the best interests
of the corporation or misconduct (other than negligence) in the performance of
his duty to the corporation, unless and only to the extent that the Court of
Common Pleas of Hamilton 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, 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 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 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 ot limited to trust
funds,  letters of credit, or self-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 (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
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 examples and not by way of limitation:

         (A) A person claiming indemnification under this Article 5 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); and

         (B) References to an "other enterprise" shall include employee 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


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<PAGE>
involves services by, such director, officer, employee or agent with respect to
an employee benefit plan, its participants or beneficiaries; and a person who
acted in good faith and in a manner he reasonably believed to be in the best
interests of the participants and beneficiaries of an employee benefit plan
shall be deemed to have acted in a manner "not opposed to the best interests of
the corporation" within the meaning of that term as used in this Article Five.

     Section 5.09.  Venue.  Any action,  suit or proceeding to determine a claim
for  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  Hamilton  County,   Ohio.  The  corporation  and  (by  claiming  such
indemnification)  each such person consent to the exercise of jurisdiction  over
its or his person by the Court of Common Pleas of Hamilton  County,  Ohio in any
such action, suit or proceeding.


                                   ARTICLE SIX
                                  MISCELLANEOUS

     Section  6.01.  Amendments.   Except  as  set  forth  in  the  Articles  of
Incorporation,  the  Regulations  may  be  amended,  or new  regulations  may be
adopted,  at a  meeting  of  shareholders  held  for such  purpose,  only by the
affirmative  vote of the holders of shares  entitling  them to exercise not less
than a majority of the voting  power of the  corporation  on such  proposal,  or
without a meeting by the written consent of the holders of shares entitling them
to exercise not less than a majority the voting power of the corporation on such
proposal.

     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 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.


























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