AMENDED
                               CODE OF REGULATIONS
                                       OF
                        UNITED COMMUNITY FINANCIAL CORP.
                                 (May 13, 1998)
 
                                      INDEX
 
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Section   Caption                                                     Page No.
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          ARTICLE ONE
          MEETINGS OF SHAREHOLDERS
 
1.01.     Annual Meetings.................................................1
1.02.     Calling of Meetings.............................................1
1.03.     Place of Meetings...............................................1
1.04.     Notice of Meetings..............................................1
1.05.     Waiver of Notice................................................2
1.06.     Quorum..........................................................2
1.07.     Votes Required..................................................2
1.08.     Order of Business...............................................2
1.09.     Shareholders Entitled to Vote...................................2
1.10.     Cumulative Voting...............................................3
1.11.     Proxies.........................................................3
1.12.     Inspectors of Election..........................................3
 
          ARTICLE TWO
          DIRECTORS
 
2.01.     Authority and Qualifications....................................4
2.02.     Number of Directors and Term of Office..........................4
2.03.     Nomination......................................................4
2.04.     Election........................................................5
2.05.     Removal.........................................................5
2.06.     Vacancies.......................................................6
2.07.     Meetings........................................................6
2.08.     Notice of Meetings..............................................6
2.09.     Waiver of Notice................................................7
2.10.     Quorum..........................................................7
2.11.     Executive Committee.............................................7
2.12.     Compensation....................................................7
2.13.     Bylaws..........................................................7
 
 
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          ARTICLE THREE
          OFFICERS
 
3.01.     Officers........................................................8
3.02.     Tenure of Office................................................8
3.03.     Duties of the Chairman of the Board.............................8
3.04.     Duties of the President.........................................8
3.05.     Duties of the Vice Presidents...................................8
3.06.     Duties of the Secretary.........................................9
3.07.     Duties of the Treasurer.........................................9
 
 
          ARTICLE FOUR
          SHARES
 
4.01.     Certificates.....................................................9
4.02.     Transfers........................................................9
4.03.     Transfer Agents and Registrars..................................10
4.04.     Lost, Wrongfully Taken or Destroyed Certificates................10
4.05.     Uncertificated Shares...........................................10
 
 
          ARTICLE FIVE
          INDEMNIFICATION AND INSURANCE
 
 
5.01.     Mandatory Indemnification.......................................11
5.02.     Court-Approved Indemnification..................................11
5.03.     Indemnification for Expenses....................................12
5.04      Determination Required..........................................12
5.05.     Advances for Expenses...........................................12
5.06.     Article Five Not Exclusive......................................13
5.07.     Insurance.......................................................13
5.08.     Certain Definitions.............................................13
5.09.     Venue...........................................................14
 
          ARTICLE SIX
          MISCELLANEOUS
 
6.01.     Amendments......................................................14
6.02.     Action by Shareholders or Directors Without a Meeting...........14
 
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                               CODE OF REGULATIONS
                                       OF
                        UNITED COMMUNITY FINANCIAL CORP.
 
                                   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 last Thursday in
April of 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 twenty-five percent 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 of Incorporation of
the corporation (the "Articles") or elsewhere in this Code of Regulations (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 
 
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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 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 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. CUMULATIVE VOTING. If notice in writing shall be
given by a shareholder to the president, a vice president or the secretary of
the corporation, not less than forty-
 
                                2
 
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eight hours before the time fixed for holding a meeting of the shareholders 
for the purpose of electing directors if notice of such meeting shall have 
been given at least ten days prior thereto, and otherwise not less than 
twenty-four hours before such time, that such shareholder desires that the 
voting at such election shall be cumulative, and if an announcement of the 
giving of such notice is made upon the convening of the meeting by the 
chairman or secretary or by or on behalf of the shareholder giving such 
notice, each shareholder shall have the right to cumulate such voting power 
as he possesses and to give one candidate as many votes as is determined by 
multiplying the number of directors to be elected by the number of votes to 
which such shareholder is entitled, or to distribute such number of votes on 
the same principle among two or more candidates, as he sees fit; provided, 
however, that the foregoing procedures shall not apply if the Articles 
provide that no shareholder may cumulate his voting power.
 
                  SECTION 1.11. 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 1.12. 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.
 
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                                   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 five.
 
                  (B) A term may not exceed one year. Directors shall serve 
until their successors are duly elected and qualified or until their earlier 
resignation, removal from office, or death.
 
                  (C) 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.
 
                  (D) 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 greater than thirteen (13) nor reduce the number 
of directors to fewer than five (5) and no reduction in the number of 
directors shall of itself have the effect of shortening the term of any 
incumbent director.
 
                  (E) The directors shall be divided into two classes if the 
number of directors is six, seven or eight, and each director shall be 
elected for a term of two years. The directors shall be divided into three 
classes if the number of directors is nine or more, and each director shall 
be elected for a term of three years. Each class shall consist of no fewer 
than three members, and each class shall be as nearly equal in number as the 
then total number of directors shall permit, with the terms of office of all 
members of one class expiring each year.
 
                  SECTION 2.03.  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 sixtieth (60th) day before the first anniversary of the 
 
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most recent annual meeting of shareholders of the corporation held for the 
election of directors; provided, however, that if the annual meeting for the 
election of directors in any year is not held on or before the thirty-first 
(31st) 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 (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 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. 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 
presiding officer 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 
viva voce.
 
                  SECTION 2.05. 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 75% of the 
voting power of the corporation to elect directors in place of those to be 
removed; provided, however, if the shareholders have a right to vote 
cumulatively in the election of directors, 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.
 
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                  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 for the 
unexpired term. A vacancy in the board 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.
 
                  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 or at 
such other place as the directors may from time to time determine by 
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:
 
                  (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 2.09. 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 
 
                                6
 
<PAGE>
 
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. 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 2.11. 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.
 
                  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  2.12.  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.  BYLAWS.  The directors  may adopt,  and 
amend from time to time,  bylaws for their own government, which bylaws 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 
 
                                7
 
<PAGE>
 
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 bylaws 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.
 
                  SECTION 3.04. DUTIES OF THE PRESIDENT. The president shall 
be the chief executive officer of the corporation, 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.
 
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<PAGE>
 
                  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, chooses 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.
 
                  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
 
                                9
 
<PAGE>
 
                  (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 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.
 
                                10
 
<PAGE>
 
                                  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 Mahoning 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.
 
                                11
 
<PAGE>
 
                  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 Mahoning 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 
days after receipt of such notification such person shall have the right to 
petition the Court of Common Pleas of Mahoning 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:
 
                                12
 
<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 Mahoning 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 deemed exclusive 
of 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 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.
 
                  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 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 
 
                                13
 
<PAGE>
 
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 Mahoning 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 Mahoning County, Ohio, in any such action, suit or proceeding.
 
                                   ARTICLE SIX
 
                                  MISCELLANEOUS
 
                  SECTION 6.01. AMENDMENTS. 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 of 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.