<DOCUMENT>
<TYPE>EX-3.II
<SEQUENCE>3
<FILENAME>l88345aex3-ii.txt
<DESCRIPTION>EXHIBIT 3(II)
<TEXT>

<PAGE>   1


                                                                 EXHIBIT (3)(ii)

                                                          AS OF MARCH 20, 2001

                               CODE OF REULATIONS
                                       OF
                               FIFTH THIRD BANCORP

                                   AS AMENDED

                                   ARTICLE I.

                                     OFFICES

         The principal office of Fifth Third Bancorp (hereinafter referred to as
the "Corporation") shall be located in the City of Cincinnati, County of
Hamilton, State of Ohio and the Corporation may establish or discontinue, from
time to time, such other offices and places of business within or without the
State of Ohio as may be deemed proper for the conduct of the Corporation's
business.

                                   ARTICLE II.

                            MEETINGS OF STOCKHOLDERS

         Section 1.   ANNUAL MEETING. The annual meeting of the stockholders
shall be held at such hour and at such place as may be fixed in the notice of
such meeting and on such date not earlier than the second Tuesday of January or
later than the third Tuesday in April of each year as shall be fixed by the
Board of Directors, and communicated in writing to the stockholders not later
than 20 days prior to such meeting

         Section 2.   SPECIAL MEETINGS. In addition to such special meetings as
are provided for by law or by the Articles of Incorporation, special meetings of
the holders of any class or series or of all classes or series of the
Corporation's stock may be called at any time by the Board of Directors, and
special meetings of the holders of the Common Stock (hereinafter called "Common
Stock") shall be called by the Secretary upon written request, stating the
purpose or purposes of any such meeting, of the holders of Common Stock who hold
of record collectively at least twenty-five percent (25%) of the outstanding
shares of Common Stock of the Corporation. Unless limited by law, the Articles
of Incorporation, this Code of Regulations, or by the terms of the notice
thereof, any and all business may be transacted by any special meeting of
stockholders.

         Section  3.  PLACE OF  MEETINGS.  Meetings  of the  stockholders
shall be held at such place within or without the State of Ohio as shall be
designated by the Board of Directors.

         Section 4.   NOTICE OF MEETINGS. Except as otherwise provided by law,
notice of each meeting of stockholders shall be given either by delivering a
notice personally or mailing a notice to each stockholder of record entitled
thereto. If mailed, the notice shall be directed to the stockholder in a
postage-paid envelope at his address as it appears on the stock books of the
Corporation, unless prior to the time of mailing, the Secretary shall have
received from any such stockholder a written request that notices intended for
him be mailed to some other address, in which case notices intended for such
stockholder shall be mailed to the address designated in such request. Notice of
each meeting of stockholders shall be in such form as is approved by the Board
of Directors and shall state the purpose or purposes for which the meeting is
called, the time when and the place where it is to be held, and shall be
delivered personally or mailed not less than seven (7) nor more than sixty (60)
days before the day of the meeting.



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         Section 5.   WAIVER OF NOTICE. Anything herein contained to the
contrary notwithstanding, notice of any meeting of stockholders shall not be
required as to any stockholder who shall attend and participate in the business
transacted at such meeting in person or by proxy, and who shall have protested
the lack of proper notice prior to or at the commencement of such meeting, or
who shall, or whose proxy or attorney duly authorized shall, sign a written
waiver thereof, whether before or after the time stated therein.

         Section 6.   ORGANIZATION. The Chairman of the Board, if one be
elected, the Vice Chairman, if one be elected in the absence of the Chairman, or
the President, in the absence of the Chairman and the Vice Chairman, shall act
as chairman at all meetings of stockholders at which he is present, and as such
chairman shall call such meetings of stockholders to order and preside thereat.
If the Chairman of the Board, the Vice Chairman, and the President shall be
absent from any meeting of stockholders, the duties otherwise provided in this
Section 6 of Article II to be performed by him at such meeting shall be
performed at such meeting by the officer prescribed in Article VI hereof. If no
such officer is present at such meeting, any stockholder or the proxy of any
stockholder entitled to vote at the meeting may call the meeting to order and a
chairman shall be elected who shall preside thereat. The Secretary of the
Corporation shall act as the secretary at all meetings of the stockholders, but
in his absence the chairman of the meeting may appoint any person present to act
as secretary of the meeting.

         Section 7.   INSPECTORS. Except as otherwise provided by law or by the
Articles of Incorporation, all votes by ballot at any meeting of stockholders
shall be conducted by three inspectors who shall be appointed for the purpose by
the chairman of the meeting. The inspectors shall decide upon the qualifications
of voters, count the votes and declare the result.

         Section 8.   STOCKHOLDERS ENTITLED TO VOTE. Nothing herein contained
shall be construed to enlarge the voting rights of any stockholder of the
Corporation as provided by the Articles of Incorporation or by the laws of the
State of Ohio. The Board of Directors may close the stock transfer books of the
Corporation for a period not exceeding sixty (60) days preceding the date of any
meeting of stockholders or preceding the last day on which the consent or
dissent of stockholders may effectively be expressed for any purpose without a
meeting. In lieu of closing the stock transfer books of the Corporation as
aforesaid, the Board of Directors may fix a date not more than sixty (60) days
prior to the date of any meeting of stockholders, or prior to the last day on
which the consent or dissent of stockholders may be effectively expressed for
any purpose without a meeting, as a record date for the determination of the
stockholders entitled to notice of, and to vote at, such meeting and any
adjournment thereof, or to give such consent or express such dissent and in such
case such stockholders and only such stockholders as shall be stockholders of
record on the date so fixed, shall be entitled to notice of, and to vote at,
such meeting and any adjournment thereof, or to give such consent or express
such dissent, as the case may be, notwithstanding any transfer of any stock on
the books of the Corporation after any such record date fixed as aforesaid. The
Secretary shall prepare and make or cause to be prepared and made, at least ten
(10) days before every election of directors, a complete list of the
stockholders entitled to vote at such election, arranged in alphabetical order
and showing the address of each such stockholder and the number of shares
registered in the name of each such stockholder. Such list shall be open to the
examination of any stockholder during ordinary business hours, for a period of
at least ten (10) days prior to the election, either at a place, specified in
the notice of the meeting, within the city where the election is to be held, or
at the place where the election is to be held. Such list shall be produced and
kept at the time and place of election during the whole time thereof, and
subject to the inspection of any stockholder who may be present.

         Section 9.   QUORUM AND ADJOURNMENT. The holders of a majority of the
shares of stock entitled to vote at the meeting on every matter that is to be
voted on shall constitute a quorum at all meetings of the stockholders. In the
absence of a quorum, the holders of a majority of such shares of stock present
in



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person or by proxy may adjourn any meeting, from time to time, until a quorum
shall attend. At any such adjourned meeting at which a quorum may be present,
any business may be transacted which might have been transacted at the meeting
as originally called. No notice of any adjourned meeting need be given other
than by announcement at the meeting that is being adjourned.

         Section 10.   ORDER OF BUSINESS. The order of business at all meetings
of stockholders shall be determined by the chairman of the meeting or as is
otherwise determined by the vote of the holders of a majority of the shares of
stock present in person or by proxy and entitled to vote on every matter that is
to be voted on.

         Section 11.   VOTE OF STOCKHOLDER. Except as otherwise permitted by
law or by the Articles of Incorporation all action by stockholders shall be
taken at a stockholders' meeting. Every stockholder of record as determined
pursuant to Section 8 of this Article II and who is entitled to vote, shall be
entitled by every meeting of the stockholders to one vote for every share of
stock standing in his name on the books of the Corporation. Every stockholder
entitled to vote shall have the right to vote in person or by proxy duly
appointed by an instrument in writing subscribed by such stockholder or a
verifiable communication authorized by such stockholder and executed or
authorized not more than eleven (11) months prior to the meeting, unless the
instrument or verifiable communication provides for a longer period. Any
transmission that creates a record capable of authentication, including, but not
limited to, a telegram, a cablegram, electronic mail, or an electronic,
telephonic, or other transmission, that appears to have been transmitted by a
stockholder entitled to vote, and that appoints a proxy is a sufficient
verifiable communication to appoint a proxy. A photographic, photostatic,
facsimile transmission, or equivalent reproduction of a writing that is signed
by a stockholder entitled to vote and that appoints a proxy is a sufficient
writing to appoint a proxy. Except as otherwise provided by law or by the
Articles of Incorporation, no vote on any question upon which a vote of the
stockholders may be taken need be by ballot unless the chairman of the meeting
shall determine that it shall be by ballot or the holders of a majority of the
shares of stock present in person or by proxy and entitled to participate in
such vote shall so demand. In a vote by ballot each ballot shall state the
number of shares voted and name of the stockholder or proxy voting. All
elections of directors shall be by a plurality vote unless notice demanding
cumulative voting has been presented to the Corporation as provided in Section
1701.55 of the Ohio Revised Code and in such event the Directors shall be
elected by cumulative voting as provided in such section, and, except as
otherwise provided by law, by the Articles of Incorporation or by Section 14 of
Article III hereof, all other elections and all questions shall be decided by
the vote of the holders of a majority of the shares of stock present in person
or by proxy at the meeting and entitled to vote in the election or on the
question."

         Section 12.   ATTENDANCE AT STOCKHOLDERS' MEETING. Any stockholder of
the Corporation who is not entitled to notice of, or to vote at, a meeting of
stockholders of the Corporation may nevertheless attend any such meeting upon
receipt of a written invitation from the Board of Directors of the Corporation.

                                  ARTICLE III.

                               BOARD OF DIRECTORS

         Section 1.   ELECTION AND TERM. Except as otherwise provided by law or
by the Articles of Incorporation, and subject to the provisions of Sections 12,
13 and 14 of this Article III, Directors shall be elected at the annual meeting
of stockholders to serve until the end of the term to which they are elected and
until their successors are elected and qualify. The number of Directors of the
Corporation shall be fixed from time to time by this Code of Regulations and may
be increased or decreased as therein



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provided, but the number thereof shall in no event be less than three. The Board
of Directors shall be divided into three classes, as nearly equal in number as
the then total number of Directors constituting the whole Board permits, it not
being required that each class have the same number of members if such is
mathematically impossible, with the term of office of one class expiring each
year. At the Annual Meeting of Shareholders in 1983, Directors of the first
class shall be elected to hold office for a term expiring at the next succeeding
Annual Meeting, Directors of the second class shall be elected to hold office
for a term expiring at the second succeeding Annual Meeting, and directors of
the third class shall be elected to hold office for a term expiring at the third
succeeding Annual Meeting. Thereafter, at each Annual Meeting of shareholders
the successors to the class of Directors whose term shall then expire shall be
elected to hold office for a term expiring at the third succeeding Annual
Meeting after such election. In the event of any increase in the number of
Directors of the Corporation, the additional Directors shall be so classified
that all classes of Directors shall be increased equally as nearly as may be
possible, it not being required that each class have the same number of members
if such is mathematically impossible. In the event of any decrease in the number
of Directors of the Corporation, all classes of Directors shall be decreased
equally as nearly as may be possible, it not being required that each class have
the same number of members if such is mathematically impossible.

         Section 2.   NUMBER. The Board of Directors shall be composed of
twenty-six (26) persons unless this number is changed by: (1) the shareholders
in accordance with the laws of Ohio or (2) the vote of a majority of the
Directors in office. The Directors may increase the number to not more than
thirty (30) persons and may decrease the number to not less than fifteen (15)
persons. Any Director's office created by the Directors by reason of an increase
in their number may be filled by action of majority of the Directors in office.

         Section 3.   GENERAL POWERS. The Board of Directors may exercise all
the powers of the Corporation and do all lawful acts and things which are not
reserved to the stockholders by law, by the Articles of Incorporation or by this
Code of Regulations. Specifically, the business, properties and affairs of the
Corporation shall be managed by the Board of Directors, which without limiting
the generality of the foregoing, shall have power to elect and appoint the
officers of the Corporation, to appoint and direct agents, to grant general or
limited authority to officers, employees and agents of the Corporation to make,
execute and deliver contracts and other instruments and documents in the name
and on behalf of the Corporation, without specific authority in each case, and
to appoint committees, the membership of which may consist of such persons as
may be designated by the Board of Directors whether or not any of such persons
is then a director of the Corporation, and which committees so appointed may
advise the Board of Directors with respect to any matters relating to the
conduct of the Corporation's business.

         Section 4.   PLACE OF MEETING. Meetings of the Board of Directors may
be held at any place, within or without the State of Ohio, from time to time
designated by the Board of Directors and meetings of the Directors may be held
through any communications equipment in accordance with the provision of Ohio
Revised Code 1701.61(B).

         Section 5.   ORGANIZATION MEETING. A newly elected Board of Directors
shall meet and organize as soon as practicable after each annual meeting of
stockholders, at the place at which such meeting of stockholders took place,
without notice of such meeting, provided a majority of the whole of Board of
Directors is present. If such a majority is not present, such organization
meeting may be held at any other time or place which may be specified in a
notice given in the manner provided in Section 7 of this Article III for special
meetings of the Board of Directors, or in a waiver of notice thereof.

         Section 6.   REGULAR MEETINGS. Regular meetings of the Board of
Directors shall be held at such times as may be determined by resolution of the
Board of Directors and no notice shall be required for



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<PAGE>   5



any regular meeting. Except as otherwise provide by law, any business may be
transacted at any regular meeting of the Board of Directors.

         Section 7.   SPECIAL MEETINGS; NOTICE AND WAIVER OF NOTICE. Special
meetings of the Board of Directors shall be called by the Secretary on the
request of the Chairman of the Board, if one be elected, or of the Vice Chairman
of the Board, if one be elected, or of the President, or in their absence of a
Vice President, or of any five directors stating the purpose or purposes of such
meeting. Notice of any special meeting shall be in form approved by the officer
requesting, or if the meeting is called pursuant to the request of five
directors, and there shall be a failure to approve the form of notice as
aforesaid, then in form approved by such directors. Notices of special meetings
shall be mailed to each director, addressed to him at his residence or usual
place of business, not later than seven (7) days before the day on which the
meeting is to be held, or shall be sent to him at such place by telegraph or
cablegram or delivered personally, not later than two (2) days before such day
of meeting. Notice of any meeting of the Board of Directors need not be given to
any director if he shall sign a written waiver thereof either before or after
the time stated therein, or if he shall be present at the meeting and not prior
to or at the commencement of the meeting protest the lack of proper notice; and
any meeting of the Board of Directors shall be a legal meeting without any
notice thereof having been given, if all the members shall be present thereat.
Unless limited by law, by the Articles of Incorporation, by the Code of
Regulations, or by the terms of the notice thereof, any and all business may be
transacted at any special meeting.

         Section 8.   ORGANIZATION. The Chairman of the Board, if he be
elected, the Vice Chairman of the Board, if he be elected, in the absence of the
Chairman, or the President, in the absence of the Chairman of the Board or the
Vice Chairman of the Board, shall preside at all meetings of the Board of
Directors. If the Chairman of the Board, the Vice Chairman of the Board and the
President shall all be absent from any meeting of the Board of Directors, the
duties otherwise provided in this Section 8 of Article III to be performed by
him at such meeting shall be performed at such meeting by the officer prescribed
by Article VI hereof. If no such officer is present at such meeting, one of the
directors present shall be chosen by the members of the Board of Directors
present to preside at such meeting. The Secretary of the Corporation shall act
as the secretary at all meetings of the Board of Directors but in his absence
the chairman of the meeting may appoint any person present to act as secretary
of the meeting.

         Section 9.   QUORUM AND MANNER OF ACTING. Except as otherwise
provided, at every meeting of the Board of Directors one-third (1/3) of the
total number of Directors shall constitute a quorum. Except as otherwise
provided by law, or by this Code of Regulations, the act of a majority of the
directors present at any such meeting at which a quorum is present shall be the
act of the Board of Directors. In the absence of a quorum, a majority of the
directors present may adjourn any meeting, from time to time, until a quorum is
present. No notice of any adjourned meeting need be given other than by
announcement at the meeting that is being adjourned.

         Section 10.   VOTING. On any question on which the Board of Directors
shall vote, the names of those voting and their votes shall be entered in the
minutes of the meeting when any member of the Board of Directors so requests.

         Section 11.   ACTION WITHOUT A MEETING. Any action required or
permitted to be taken at any meeting of the Board of Directors or of any
committee thereof may be taken without a meeting, if prior to such action a
written consent thereto is signed by all members of the Board of Directors or
such committee, as the case may be, and such written consent is filed with the
minutes of proceedings of the Board of Directors or the committee.

         Section 12.   RESIGNATIONS. Any director may resign at any time either
by oral tender of resignation at any meeting of the Board of Directors or by
such tender to the Chairman of the Board or the



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President or by giving written notice thereof to the Corporation. Any
resignation shall be effective immediately unless a date certain is specified
for it to take effect and acceptance of any resignation shall not be necessary
to make it effective, irrespective of whether the resignation is tendered
subject to such acceptance.

         Section 13.   REMOVAL OF DIRECTORS. No director shall be removed,
without cause, during his term of office. Any director may be removed, for
cause, at any time, by action of the holders of record of majority of the
outstanding shares of stock entitled to vote thereon at a meeting of the holders
of such shares, and the vacancy in the Board of Directors caused by any such
removal may be filled by action of such stockholders at such meeting or at any
subsequent meeting.

         Section 14.   FILLING OF VACANCIES NOT CAUSED BY REMOVAL. Expect as
otherwise provided by law, in case of any increase in the number of directors,
or of any vacancy created by death, resignation or otherwise, the additional
director or directors may be elected, or, as the case may be, the vacancy or
vacancies may be filled either (a) by the Board of Directors at any meeting by
affirmative vote of a majority of the remaining directors though the remaining
directors be less than the quorum provided for by this Article III, or (b) by
the holders of Common Stock of the Corporation entitled to vote thereon, either
at an annual meeting of stockholders or at a special meeting of such holders
called for the purpose. The directors so chosen shall hold office until the next
annual meeting of stockholders and until their successors are elected and
qualify.

         Section 15.   DIRECTOR'S COMPENSATION. Each director shall be entitled
to reimbursement for his expense incurred in attending meetings or otherwise
incurred in connection with his attention to the business of the Corporation.
Each director, for his services, as a director and as a member of any committee
of the Board of Directors, shall also be entitled to receive such compensation
as the Board shall from time to time fix. Such compensation may be a salary or a
fee for attendance at a meeting of the Board or both.

         Section 16.   TRANSACTIONS BY DIRECTORS. A director shall not be
disqualified from dealing or contracting with the Corporation as vendor,
purchaser, employee, agent or otherwise; nor shall any transaction or contract
or act of the Corporation be void or voidable or in any way affected or
invalidated by the fact that any director or any firm of which any director is a
member or any corporation of which any director is a shareholder, director,
officer or employee is in any way interested in such transaction or contract or
act, provided the fact that such director or such firm or such corporation is so
interested shall be disclosed or shall be known to the Board of Directors or
such members thereof as shall be present at any meeting of the Board of
Directors at which action upon any such contract or transaction or act shall be
taken; nor shall any such director be accountable or responsible to the
Corporation for or in respect to any such transaction or contract or act of the
Corporation or for any gains or profits realized by him by reason of the fact
that he or any firm of which he is a member or any corporation of which he is a
shareholder, director or officer is interested in such transaction or contract
or act; and any such director may be counted in determining the existence of a
quorum at any meeting of the Board of Directors of the Corporation which shall
authorize or take action in respect to any such contract, or transaction, or
act, including the establishment of and payment of compensation to such director
and may vote to authorize, ratify, or approve any such contract or transaction
or act, including the establishment of and payment of compensation to such
director, with like force and effect as if he or any firm of which he is a
member, or any corporation of which he is a shareholder, director or officer
were not interested in such transaction or contract or act or compensation.

         Section 17.   INDEMNIFICATION. The Corporation shall indemnify each
director and each officer of the Corporation, and each person employed by the
Corporation who serves at the written request of the President of the
Corporation as a director, trustee, officer, employee, or agent of another
corporation,



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domestic or foreign, non-profit or for profit, partnership, joint venture, trust
or other enterprise, to the full extent permitted by Ohio law. The term
`officer' as used in this Section shall include the Chairman of the Board and
the Vice Chairman of the Board if such offices are filled, the President, each
Vice President, the Treasurer, the Secretary, the Controller, the Auditor, the
Counsel and any other person who is specifically designated as an `officer'
within the operation of this Section by action of the Board of Directors. The
Corporation may indemnify assistant officers, employees and others by action of
the Board of Directors to the extent permitted by Ohio law.

         Section 18.   AMENDMENTS. Notwithstanding Article X of this Code of
Regulations, Sections 1 and 13 of this Article III may only be altered, amended
or repealed by the affirmative vote at a meeting held for such purpose, or
without a meeting by the written consent, of the holders of shares entitling
them to exercise at least two-thirds (2/3) of the voting power of the
Corporation on such proposal.

                                   ARTICLE IV

                               EXECUTIVE COMMITTEE

         Section 1.   CONSTITUTION AND POWERS. The Board of Directors may
appoint an Executive Committee, which shall have and may exercise, during the
intervals between the meetings of the Board of Directors, all the powers of the
Board of Directors in the management of the business, properties and affairs of
the Corporation, including authority to take all action provided in this Code of
Regulations to be taken by the Board of Directors; provided, however, that the
foregoing is subject to the applicable provisions of law and shall not be
construed as authorizing action by the Executive Committee with respect to any
action which pursuant to Section 14(a) of Article III, this Section 1, and
Section 8 of this Article IV, Section 1 of Article V and Section 3 and Section 6
of Article VI, is required to be taken by vote of a specified proportion of the
whole Board of Directors, or as authorizing the Executive Committee to declare
any dividend. The Executive Committee shall consist of such number of directors
as may from time to time be designated by the Board of Directors, but shall not
be less than three (3) nor more than seven (7) directors. So far as practicable,
the members and alternate members of the Executive Committee shall be appointed
at the organization meeting of the Board of Directors in each year, and unless
sooner discharged by affirmative vote of a majority of the whole Board of
Directors, shall hold office until the next annual meeting of the stockholders
and until their respective successors are appointed. All acts done and powers
conferred by the Executive Committee shall be deemed to be and may be certified
as being, done or conferred under authority of the Board of Directors.

         Section 2.   PLACE OF MEETING. Meetings of the Executive Committee may
be held at any place, within or without the State of Ohio, from time to time
designated by the Board of Directors or the Executive Committee, and meetings of
the Executive Committee may also be held through any communications equipment in
accordance with the provisions of Ohio Revised Code 1701.61(B). The Board of
Directors may also appoint one or more directors or alternate member of such
Committee.

         Section 3.   MEETINGS; NOTICE AND WAIVER OF NOTICE. Regular meetings
of the Executive Committee shall be held at such times as may be determined by
resolution either of the Board of Directors or the Executive Committee and no
notice shall be required for any regular meeting. Special meetings of the
Executive Committee shall be called by the Secretary upon the request of any
member thereof. Notice of any special meeting of the Executive Committee shall
be in form approved by the Chairman of the Executive Committee, or if the
meeting is called pursuant to the request of some other member of the Executive
Committee and there shall be a failure to approve the form of notice as
aforesaid, then in the form approved by such member. Notice of special meetings
shall be mailed to each member, addressed to him at his residence or usual place
of business, not later than two (2) days before the day on which the



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<PAGE>   8




meeting is to be held, or shall be sent to him at such place by telegraph, or be
delivered personally or by telephone, not later than the day before such day of
meeting. Notices of such meeting need not be to any member of the Executive
Committee, however, if waived by him as provided in Section 7 of Article III,
the provisions of such Section 7 with respect to waiver of notice of meetings of
the Board of Directors applying to meetings of the Executive Committee as well.

         Section 4.   ORGANIZATION. The Chairman of the Executive Committee
shall be elected by the Board of Directors and shall preside at all meetings of
the Executive Committee at which he is present. In the absence of the Chairman
of the Executive Committee, one of the members present shall be chosen by the
members of the Executive Committee present to preside at such meeting. The
Chairman of the Executive Committee shall designate a member of said Committee
to act as secretary at all meetings of the Executive Committee and in his
absence a temporary secretary shall be appointed by the chairman of the meeting.

         Section 5.   QUORUM AND MANNER OF ACTING. A majority of the members of
the Executive Committee shall constitute a quorum for the transaction of
business, and the act of a majority of those present at any meeting at which a
quorum is present, shall be the act of the Executive Committee. In the absence
of a quorum, a majority of the members of the Executive Committee present may
adjourn any meeting, from time to time, until a quorum is present. No notice of
any adjourned meeting need be given other than by announcement at the meeting
that is being adjourned. The provisions of Section 11 of Article III with
respect to action taken by a committee of the Board of Directors without a
meeting shall apply to action taken by the Executive Committee.

         Section 6.   VOTING. On any question on which the Executive Committee
shall vote, the names of those voting and their votes shall be entered in the
minutes of the meeting when any member of the Executive Committee so requests.

         Section 7.   RECORDS. The Executive Committee shall keep minutes of
its acts and proceedings which shall be submitted at the next regular meeting of
the Board of Directors, and any action taken by the Board of Directors with
respect thereto shall be entered in the minutes of the Board of Directors.

         Section 8.   VACANCIES.  Any vacancy among the appointed  members of
the Executive Committee may be filled by affirmative vote of a majority of the
whole Board of Directors.


                                   ARTICLE V.

                                OTHER COMMITTEES

         Section 1.   APPOINTING OTHER COMMITTEES. The Board of Directors may
from time to time by resolution adopted by affirmative vote of a majority of the
whole Board of Directors, appoint other committees of the Board of Directors
which shall have such powers and duties as the Board of Directors may properly
determine. No such other committee of the Board of Directors shall be composed
of fewer than three (3) directors.

         Section 2.   TIME AND PLACE OF MEETINGS; MANNER OF ACTING; NOTICE AND
WAIVER OF NOTICE. Meetings of such committees of the Board of Directors may be
held at any place, within or without the State of Ohio, from time to time
designated by the Board of Directors, or the committee in question, and meetings
of any such committee may also be held through any communications equipment in
accordance with the provisions of Ohio Revised Code 1701.61(B). Regular meetings
of any such committee shall be held at such times as may be determined by
resolution of the Board of Directors, or the committee and no



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<PAGE>   9



notice shall be required for any regular meeting. A special meeting of any such
committee shall be called by resolution of the Board of Directors, or by its
Secretary upon request of any member of the committee. The provisions of Section
3 of Article IV with respect to notice and waiver of notice of special meetings
of the Executive Committee shall also apply to all special meetings of other
committees of the Board of Directors. Any such committee may make rules for
holding and conducting its meetings and shall keep minutes thereof. The
provisions of Section 11 of Article III with respect to action taken by a
committee of the Board of Directors without a meeting shall apply to action
taken by any such committee.

                                   ARTICLE VI.

                                  THE OFFICERS

         Section 1.   OFFICERS. The elected officers of the Corporation shall
be a Chairman of the Board (if desired), a Vice Chairman of the Board (if
desired), a President, one or more Vice Presidents, a Secretary and a Treasurer.
The elected officers shall be elected by the Board of Directors. The Chairman,
Vice Chairman of the Board and President shall be selected from the Directors.
The Board of Directors may also appoint one or more Assistant Vice Presidents,
Assistant Secretaries, Assistant Treasurers and such other officers and agents
as in their judgment the business of the Corporation may require.

         Section 2.   TERMS OF OFFICE; VACANCIES. So far as is practicable,
all elected officers shall be elected at the organization meeting of the Board
of Directors in each year, and, except as otherwise provided in this Article VI,
shall hold office until the organization meeting of the Board of Directors in
the next subsequent year and until their respective successors are elected and
qualify, provided, however, that this Section 2 shall not be deemed to create
any contract rights in such offices. All other officers hold office during the
pleasure of the Board of Directors. If any vacancy shall occur in any office,
the Board of Directors may elect or appoint a successor to fill such vacancy for
the remainder of the term.

         Section 3.   REMOVAL OF ELECTED OFFICERS. Any elected officer may be
removed at any time, either for or without cause, by affirmative vote of a
majority of the whole Board of Directors, at any regular meeting or at any
special meeting called for the purpose.

         Section 4.   RESIGNATIONS. Any officer may resign at any time, either
by oral tender or resignation to the Chairman of the Board or the President or
by giving written notice thereof to the Corporation. Any resignation shall be
effective immediately unless a date certain is specified for it to take effect
and acceptance of any resignation shall not be necessary to make it effective
unless such resignation is tendered subject to such acceptance.

         Section 5.   OFFICERS  HOLDING  MORE THAN ONE OFFICE.  Any officer may
hold two or more offices the duties of which can be consistently performed by
the same person.

         Section 6.   CHIEF EXECUTIVE OFFICER. The Chief Executive Officer of
the Corporation shall be so designated from time to time by vote of a majority
of the whole Board of Directors. Subject to the direction and control of the
Executive Committee and the Board of Directors he shall have general and active
management of the business and affairs of the Corporation, and shall have the
responsibility for having all orders of the Executive Committee and the Board of
Directors carried into effect. He shall have general authority to execute bonds,
deeds and contracts in the name and on behalf of the Corporation, and in general
to exercise all the power generally appertaining to the chief executive officer
of a corporation. In the absence of the Chief Executive Officer his duties shall
be performed and his powers may be exercised by the persons so designated by
vote of a majority of the whole Board of Directors.



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<PAGE>   10



         Section 7.   THE CHAIRMAN OF THE BOARD, THE VICE CHAIRMAN OF THE
BOARD, THE PRESIDENT AND VICE Presidents. The Chairman of the Board, the Vice
Chairman of the Board, the President and Vice President (or Vice Presidents )
shall perform such duties and have such powers as may from time to time be
assigned to them by the Board of Directors or the Executive Committee.

         Section 8.   THE SECRETARY. The Secretary shall attend to the giving
of notice of all meetings of stockholders, shall keep minutes of all proceedings
at meetings of the stockholders, and the Board of Directors, and shall perform
such other duties as assigned to him by the Board of Directors or the Executive
Committee.

         Section 9.   THE TREASURER. The Treasurer shall have the care and
custody of all the funds of the Corporations and shall deposit the same in such
banks or other depositories as the Board of Directors, or any officer or
officers, or any officer and agent jointly, thereunto duly authorized by the
Board of Directors shall, from time to time, direct or approve. He shall keep a
full and accurate account of all moneys received and paid on account of the
Corporation, and shall render a statement of accounts whenever the Board of
Directors shall require. He shall perform all other necessary acts and duties in
connection with administration of the financial affairs of the Corporation, and
shall generally perform all the duties usually appertaining to the affairs of
the treasurer of a corporation, including specifically the duty of supervising
and causing the timely filing of all federal, state and municipal tax reports
and returns and the timely payment of all taxes due to or withheld for such
federal, state or local governments. When required by the Board of Directors, he
shall give bonds for the faithful discharge of his duties in such and with such
sureties as the Board of Directors shall approve. In the absence of the
Treasurer, such person as shall be designated by the Chief Executive Officer
shall perform his duties.

         Section 10.   ADDITIONAL POWERS AND DUTIES. In addition to the
foregoing especially enumerated duties and powers, the several officers of the
Corporation shall perform such other duties and exercise such further powers as
the Board of Directors may, from time to time, determine, or as may be assigned
to them by any superior officer.

         Section 11.   COMPENSATION. The compensation of all officers and
directors of the Corporation shall be fixed by the Board of Directors. The
compensation of all other employees and agents of the Corporation shall be fixed
by the Chief Executive Officer or by such person or persons as shall be
designated by him.

                                  ARTICLE VII.

                           STOCK AND TRANFERS OF STOCK

         Section 1.   STOCK CERTIFICATES. The stock of the Corporation shall be
represented by certificates signed by the Chairman of the Board, the President
or a Vice President and the Secretary or Treasurer or an Assistant Secretary,
and sealed with the seal of the Corporation. Such signatures and/or seal may be
a facsimile, engraved or printed. In case any such officer who has signed any
such certificate shall have ceased to be such officer before such certificate is
delivered by the Corporation, it may nevertheless be issued and delivered by the
Corporation with the same effect as if such officer had not ceased to be such at
the date of its delivery. The certificate representing the stock of the
Corporation shall be in such form as shall be approved by the Board of Directors
and shall conform to the requirements of the laws of the State of Ohio.



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<PAGE>   11



         Section 2.   TRANSFER OF STOCK. Transfers of stock shall be made of
the books of the Corporation only by the person named in the certificate, or by
an attorney lawfully constituted in writing, and upon surrender and cancellation
of a certificate or certificates for a like number of shares of the same class
or series of stock, with duly executed assignment and power of transfer endorsed
thereon or attached thereto, and with such proof of the authenticity of the
signatures as the Corporation or its agents may reasonably require. No transfer
of stock shall be valid until such transfer shall have been made upon the books
of the Corporation.

         Section 3.   LOST CERTIFICATES. In case any certificate of stock shall
be lost, stolen or destroyed the Board of Directors, in its discretion, or any
officer or officers thereunto duly authorized by the Board of Directors, may
authorize the issue of a substitute certificate in the place of the certificate
so lost, stolen or destroyed; provided, however, that in each such case, the
applicant for a substitute certificate shall furnish to the Corporation evidence
to the Corporation, which determines in its discretion is satisfactory, of the
loss, theft, or destruction of such certificate and of the ownership thereof,
and also such security or indemnity as may be required.

         Section 4.   DETERMINATION OF STOCKHOLDERS OF RECORD FOR CERTAIN
PURPOSES. The Board of Directors may fix a date, not exceeding thirty (30) days
preceding the date for the payment of any dividend, or the date for the
allotment of rights, or the date when any change or conversion or exchange of
capital stock shall go into effect, as a record date for the determination of
the stockholders entitled to receive payment of any such dividend, or to any
such allotment of rights, or to exercise the rights in respect of any such
change, conversion or exchange of its capital stock, and in such case only
stockholders of record on the date so fixed shall be entitled to receive payment
of such dividend, or to receive such allotment of rights, or to exercise such
rights, notwithstanding any transfer books of the Corporation for a period not
exceeding thirty (30) days prior to the date for the payment of any such
dividend or the date for the allotment of any such rights or the date when any
such change or conversion or exchange of capital stock shall go into effect.

                                  ATICLE VIII.

                                 CORPORATE SEAL

         Section  1.  SEAL.  The seal of the  Corporation  shall be in the form
of a circle, and shall bear the names of the Corporation and the state of "Ohio"
and in the center of the circle the word "Seal."

         Section 2.   AFFIXING AND ATTESTING. The seal of the Corporation shall
be in the custody of the Secretary, who shall have the power to affix it to the
proper corporate instruments and documents, and who shall attest it. In his
absence, it may be affixed and attested by an Assistant Secretary or by the
Treasurer, or an Assistant Treasurer, or by any other person or persons as may
be designated by the Board of Directors.

                                   ARTICLE IX.

                                  MISCELLANEOUS

         Section 1.   FISCAL YEAR. The fiscal year of the corporation shall end
on the 31st day of December in each year and the succeeding fiscal year shall
begin the 1st day of January next succeeding the last day of the preceding
fiscal year.


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<PAGE>   12



         Section 2.   SIGNATURES ON NEGOTIABLE INSTRUMENTS. All bills, notes,
checks or other instruments for the payment of money shall be signed or
countersigned by such officers or agents and in such manner as, from time to
time, may be prescribed by resolution (whether general or special) of the Board
of Directors.

         Section 3.   REFERENCES TO ARTICLE AND SECTION NUMBERS AND TO THE CODE
OF REGULATIONS AND ARTICLES OF INCORPORATION. Whenever in this Code of
Regulations reference is made to an Article or Section number, such reference is
to the number of an Article or Section of this Code of Regulations. Whenever in
this Code of Regulations reference is made to Code of Regulations such reference
is to this Code of Regulations as the same may from time to time be amended, and
whenever reference is made to the Articles of Incorporation, such reference is
to the Articles of Incorporation of the Corporation as the same may from time to
time be amended.

                                   ARTICLE X.

                                   AMENDMENTS

         This Code of Regulation may be altered, amended or repealed, from time
to time, at a meeting held for such purpose, by the affirmative vote the holders
of shares entitling them to exercise a majority of the voting power of the
Corporation on such proposal, or may be adopted without a meeting by the written
consent of the holders of shares entitling them to exercise two-thirds (2/3) of
the voting power on such proposal.



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