Articles of Incorporation - Harley-Davidson Inc.


RESTATED ARTICLES OF INCORPORATION, as amended through March 22, 2000


                                    * * * * *

                                    ARTICLE I

              The name of the Corporation is Harley-Davidson, Inc.

                                   ARTICLE II

          The registered agent and registered office of the Corporation is CT
Corporation System, 44 E. Mifflin St., Madison, Wisconsin 53703.

                                   ARTICLE III

          The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the Wisconsin Business
Corporation Law.

                                   ARTICLE IV

          (a) AUTHORIZED SHARES. The total number of shares of all classes of
stock that the Corporation is authorized to issue is eight hundred two million
(802,000,000), consisting of (i) eight hundred million (800,000,000) shares of
Common Stock of $.01 par value ('Common Stock'), and (ii) two million
(2,000,000) shares of Preferred Stock of $1.00 par value.

At the close of business on March 22, 2000, the effective date of this Amendment
(the 'Record Date'), each share of Common Stock outstanding or held in treasury
immediately prior to the Record Date shall be changed into two shares of said
Common Stock (the 'Stock Split'). Stock certificates evidencing shares of Common
Stock outstanding or held in treasury on the Record Date shall continue to
evidence the same number of shares that such certificates evidenced prior to the
Record Date and the additional shares issuable as a result of such change of
each share into two shares shall be evidenced by new certificates distributed on
April 7, 2000 to persons who are at the close of business on the Record Date the
holders of record of Common Stock.

All cross references in each Subdivision of this ARTICLE IV refer to other
paragraphs in such subdivision unless otherwise indicated.

          (i)  Voting Rights. The holders of Common Stock will be entitled to
     one vote per share on all matters to be voted on by the Corporation's
     shareholders.

 



              (ii) Registration of Transfer. The Corporation shall keep at its
          principal office (or such other place as the Corporation reasonably
          designates) a register for the registration of shares of Common Stock.
          Upon the surrender of any certificate representing shares of Common 
          Stock at such place, the Corporation shall, at the request of the 
          registered holder of such certificate, execute and deliver (at the 
          Corporation's expense) a new certificate or certificates in exchange
          therefor representing in the aggregate the number of shares of Common
          Stock represented by the surrendered certificate (and the Corporation
          forthwith shall cancel such surrendered certificate), subject to the
          requirements of applicable securities laws. Each such new certificate
          shall be registered in such name and shall represent such number of
          shares as shall be requested by the holder of the surrendered 
          certificate and shall be substantially identical in form to the 
          surrendered certificate.

              (iii) Replacement.

              (A) Upon receipt of evidence reasonably satisfactory to the
          Corporation (an affidavit of the registered holder without bond shall
          be satisfactory) of the ownership and the loss, theft, destruction or
          mutilation of any certificate evidencing one or more shares of Common
          Stock and, in the case of any such loss, theft or destruction, upon
          receipt of indemnity reasonably satisfactory to the Corporation, or,
          in the case of any such mutilation, upon surrender of such
          certificate, the Corporation shall, at the expense of the registered
          holder, execute and deliver in lieu of such certificate a new
          certificate of like kind representing the number of shares of Common
          Stock represented by such lost, stolen, destroyed or mutilated
          certificate and dated the date of such lost, stolen, destroyed or
          mutilated certificate.

              (B) The term 'outstanding' when used in this ARTICLE IV with
          reference to the shares of Common Stock as of any particular time
          shall not include any such shares represented by any certificate in
          lieu of which a new certificate has been executed and delivered by the
          Corporation in accordance with paragraph (ii) or this paragraph (iii),
          but shall include only those shares represented by such new
          certificate.

              (iv) DISSOLUTION. Upon the dissolution of the Corporation, after 
          there shall have been paid to or set aside for the holders of shares
          of Preferred Stock the full preferential amounts to which they are 
          entitled, if any, the holders of outstanding shares of Common Stock
          shall be entitled to receive pro rata the remaining net assets of the
          Corporation.

              (b) PREFERRED STOCK. The Preferred Stock may be issued from time
     to time in one or more series in any manner permitted by law and the
     provisions of the Restated Articles of Incorporation of the Corporation, as
     determined from time to time by the Board of Directors and stated in the
     resolution or resolutions providing for the issuances thereof, prior



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to the issuances of any shares thereof. Unless otherwise provided in the
resolution establishing a series of Preferred Stock, prior to the issue of
any shares of a series so established or to be established, the Board of
Directors may, by resolution, amend the relative rights and preferences of
the shares of such series.

          The designations and the powers, preferences and rights, and the
qualifications, limitations or restrictions thereof, of each class of stock
shall be governed by the following provisions:

          (i)  The Board of Directors is expressly authorized at any time, and
     from time to time, to provide for the issuance of shares of Preferred Stock
     in one or more series, with such voting powers, full or limited, or without
     voting powers and with such designations, preferences and relative,
     participating, optional or other special rights, and qualifications,
     limitations or restrictions thereof, as shall be stated and expressed in
     the resolution or resolutions providing for the issue thereof adopted by
     the Board of Directors, including (but not limiting the generality thereof)
     the following:

               (A) The number of shares to constitute each such series, and the
          designation of each such series.

               (B) The dividend rate of each such series, the conditions and
          dates upon which such dividends shall be payable, the relation which
          such dividends shall bear to the dividends payable on any other class
          or classes or on any other series of any class or classes of stock,
          and whether such dividends shall be cumulative or non-cumulative.

               (C) Whether the shares of each such series shall be subject to
          redemption by the Corporation and if made subject to such redemption,
          the times, prices and other terms and conditions of such redemption.

               (D) The terms and amount of any sinking fund provided for the
          purchase or redemption of the shares of each such series.

               (E) Whether or not the shares of each such series shall be
          convertible into or exchangeable for shares of any other class or
          classes or any other series of any other class or classes of stock of
          the Corporation, and, if provision be made for conversion or exchange,
          the times, prices, rates of exchange, adjustments, and other terms and
          conditions of such conversion or exchange.

               (F) The extent, if any, to which the holders of the shares of
          each such series shall be entitled to vote with respect to the
          election of directors or otherwise.

               (G) The restrictions, if any, on the issue or reissue of any
          additional Preferred Stock.



                                       -3-



               (H) The rights of the holders of the shares of each such series
          upon the dissolution of, or upon the distribution of the assets of,
          the Corporation.

          (ii) Except as otherwise required by law and except for such voting
     powers with respect to the election of directors or other matters as may be
     stated in the resolutions of the Board of Directors creating any series of
     Preferred Stock, the holders of any such series shall have no voting powers
     whatsoever.

          (c) SERIES A JUNIOR PARTICIPATING PREFERRED STOCK. Pursuant to the
authority vested in the Board of Directors of the Corporation in accordance with
the provisions of the Restated Articles of Incorporation, a series of shares of
Preferred Stock, par value $1.00 per share, of the Corporation be and it hereby
is created, and the designation and amount thereof and the voting powers,
preferences and relative, participating, optional or other special rights of the
shares of such series, and the qualifications, limitations or restrictions
thereof are as follows:

          Section 1. DESIGNATION AND AMOUNT. The shares of such series shall be
designated as 'Series A Junior Participating Preferred Stock' ('SERIES A
PREFERRED STOCK') and the number of shares constituting such series shall be
500,000.

          Section 2. DIVIDENDS AND DISTRIBUTIONS.

          (A) Subject to the provisions for adjustment hereinafter set forth,
the holders of shares of Series A Preferred Stock shall be entitled to receive,
when, as and if declared by the Board of Directors out of funds legally
available for the purpose, (i) cash dividends in an amount per share (rounded to
the nearest cent) equal to 100 times the aggregate per share amount of all cash
dividends declared or paid on the Common Stock, presently $0.01 par value per
share, of the Corporation ('COMMON STOCK') and (ii) a preferential cash dividend
('PREFERENTIAL DIVIDENDS'), if any, on the fifteenth day of January, April, July
and October of each year (each a 'QUARTERLY DIVIDEND PAYMENT DATE') commencing
on the first Quarterly Dividend Payment Date after the first issuance of a share
or fraction of a share of Series A Preferred Stock, in an amount equal to $1.00
per share of Series A Preferred Stock less the per share amount of all cash
dividends declared on the Series A Preferred Stock pursuant to clause (i) of
this sentence since the immediately preceding Quarterly Dividend Payment Date
or, with respect to the first Quarterly Dividend Payment Date, since the first
issuance of any share or fraction of a share of Series A Preferred Stock. In the
event the Corporation shall, at any time after the issuance of any share or
fraction of a share of Series A Preferred Stock, make any distribution on the
shares of Common Stock of the Corporation, whether by way of a dividend or a
reclassification of stock, a recapitalization, reorganization or partial
liquidation of the Corporation or otherwise, which is payable in cash or any
debt security, debt instrument, real or personal property or any other property
(other than cash dividends subject to clause (i) of the immediately preceding
sentence and other than a distribution of shares of Common Stock or other
capital stock of the Corporation and other than a distribution of rights or
warrants to acquire any such share, including any debt security convertible into
or 



                                       -4-



exchangeable for any such share, at a price less than the Current Market Price
of such share), then and in each such event the Corporation shall simultaneously
pay on each then outstanding share of Series A Preferred Stock of the
Corporation a distribution, in like kind, of 100 times (subject to the
provisions for adjustment hereinafter set forth) such distribution paid on a
share of Common Stock. The dividends and distributions on the Series A Preferred
Stock to which holders thereof are entitled pursuant to clause (i) of the first
sentence of this paragraph and pursuant to the second sentence of this paragraph
are hereinafter referred to as 'PARTICIPATING DIVIDENDS' and the multiple of
such cash and non-cash dividends on the Common Stock applicable to the
determination of the Participating Dividends, which shall be 100 initially but
shall be adjusted from time to time as hereinafter provided, is hereinafter
referred to as the 'DIVIDEND MULTIPLE'. In the event the Corporation shall at
any time after June 1, 1991 declare or pay any dividend or make any distribution
on Common Stock payable in shares of Common Stock, or effect a subdivision or
split or a combination, consolidation or reverse split of the outstanding shares
of Common Stock into a greater or lesser number of shares of Common Stock, then
in each such case the Dividend Multiple thereafter applicable to the
determination of the amount of Participating Dividends which holders of shares
of Series A Preferred Stock shall be entitled to receive shall be the Dividend
Multiple applicable immediately prior to such event multiplied by a fraction the
numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event.

          (B) The Corporation shall declare each Participating Dividend at the
same time it declares any cash or non-cash dividend or distribution on the
Common Stock in respect of which a Participating Dividend is required to be
paid. No cash or noncash dividend or distribution on the Common Stock in respect
of which a Participating Dividend is required to be paid shall be paid or set
aside for payment on the Common Stock unless a Participating Dividend in respect
of such dividend or distribution on the Common Stock shall be simultaneously
paid, or set aside for payment, on the Series A Preferred Stock.

          (C) Preferential Dividends shall begin to accrue on outstanding shares
of Series A Preferred Stock from the Quarterly Dividend Payment Date next
preceding the date of issuance of any shares of Series A Preferred Stock.
Accrued but unpaid Preferential Dividends shall cumulate but shall not bear
interest. Preferential Dividends paid on the shares of Series A Preferred Stock
in an amount less than the total amount of such dividends at the time accrued
and payable on such shares shall be allocated pro rata on a share-by-share basis
among all such shares at the time outstanding.

          Section 3. VOTING RIGHTS. The holders of shares of Series A Preferred
Stock shall have the following voting rights:

          (A) Subject to the provisions for adjustment hereinafter set forth,
each share of Series A Preferred Stock shall entitle the holder thereof to 100
votes on all matters submitted to a vote of the shareholders of the Corporation.
The number of votes which a holder of Series A Preferred Stock is entitled to
cast, as the same may be adjusted from time to 


                                       -5-


time as hereinafter provided, is hereinafter referred to as the 'VOTE MULTIPLE'.
In the event the Corporation shall at any time after June 1, 1991 declare or pay
any dividend on Common Stock payable in shares of Common Stock, or effect a
subdivision or split or a combination, consolidation or reverse split of the
outstanding shares of Common Stock into a greater or lesser number of shares of
Common Stock, then in each such case the Vote Multiple thereafter applicable to
the determination of the number of votes per share to which holders of shares of
Series A Preferred Stock shall be entitled after such event shall be the Vote
Multiple immediately prior to such event multiplied by a fraction the numerator
of which is the number of shares of Common Stock outstanding immediately after
such event and the denominator of which is the number of shares of Common Stock
that were outstanding immediately prior to such event.

          (B) Except as otherwise provided herein or by law, the holders of
shares of Series A Preferred Stock and the holders of shares of Common Stock
shall vote together as one class on all matters submitted to a vote of
shareholders of the Corporation.

          (C) In the event that the Preferential Dividends accrued on the Series
A Preferred Stock for six or more consecutive quarterly dividend periods shall
not have been declared and paid or set apart for payment, the holders of record
of the Series A Preferred Stock, voting together with the holders of record of
any other series of preferred stock of the Corporation who shall have been
granted voting rights to elect directors upon a default in the payments of
dividends by the Corporation, shall have the right, at the next meeting of
shareholders called for the election of directors, voting as a class, to elect
up to two members to the Board of Directors, which directors shall be in
addition to the number provided for under the Corporation's Restated Articles of
Incorporation prior to such event, to serve until the expiration of their
respective terms and until their successors are elected and qualified or their
earlier resignation, removal or incapacity or until such earlier time as all
accrued and unpaid Preferential Dividends upon the outstanding shares of Series
A Preferred Stock shall have been paid (or set aside for payment) in full
(PROVIDED, HOWEVER, that after giving effect to the exercise of such right,
under no circumstances shall the number of members of the Board of Directors
exceed the maximum number of directors, if any, then specified in the Restated
Articles of Incorporation). The holders of shares of Series A Preferred Stock
shall continue to have the right to elect directors as provided by the
immediately preceding sentence until all accrued and unpaid Preferential
Dividends upon the outstanding shares of Series A Preferred Stock shall have
been paid (or set aside for payment) in full. Such directors may be removed and
replaced by such shareholders, and vacancies in such directorships may be filled
only by such shareholders (or by the remaining director elected by such
shareholders, if there be one) in the manner permitted by law.

          (D) Except as otherwise required by law or set forth herein, holders
of Series A Preferred Stock shall have no special voting rights and their
consent shall not be required (except to the extent they are entitled to vote
with holders of Common Stock as set forth herein) for the taking of any
corporate action.


                                       -6-



          Section 4. CERTAIN RESTRICTIONS.

          (A) Whenever Preferential Dividends are in arrears or the Corporation
shall be in default in payment thereof, thereafter and until all accrued and
unpaid Preferential Dividends, whether or not earned or declared, on shares of
Series A Preferred Stock outstanding shall have been paid or set aside for
payment in full, and in addition to any and all other rights which any holder of
shares of Series A Preferred Stock may have in such circumstances, the
Corporation shall not

          (i) declare or pay dividends on, make any other distributions on, or
     redeem or purchase or otherwise acquire for consideration any shares of
     stock ranking junior (either as to dividends or upon liquidation,
     dissolution or winding up) to, the Series A Preferred Stock;

          (ii) declare or pay dividends on or make any other distributions on
     any shares of stock ranking on a parity as to dividends with the Series A
     Preferred Stock, unless dividends are paid ratably on the Series A
     Preferred Stock and all such parity stock on which dividends are payable or
     in arrears in proportion to the total amounts to which the holders of all
     such shares are then entitled;

          (iii) except as permitted by subparagraph (iv) of this paragraph 4
     (A), redeem or purchase or otherwise acquire for consideration shares of
     any stock ranking on a parity (either as to dividends or upon liquidation,
     dissolution or winding up) with the Series A Preferred Stock; PROVIDED that
     the Corporation may at any time redeem, purchase or otherwise acquire
     shares of any such parity stock in exchange for shares of any stock of the
     Corporation ranking junior (both as to dividends and upon liquidation,
     dissolution or winding up) to the Series A Preferred Stock; or

          (iv) purchase or otherwise acquire for consideration any shares of
     Series A Preferred Stock, or any shares of stock ranking on a parity with
     the Series A Preferred Stock (either as to dividends or upon liquidation,
     dissolution or winding up), except in accordance with a purchase offer made
     in writing or by publication (as determined by the Board of Directors) to
     all holders of such shares upon such terms as the Board of Directors, after
     consideration of the respective annual dividend rates and other relative
     rights and preferences of the respective series and classes, shall
     determine in good faith will result in fair and equitable treatment among
     the respective series or classes.

          (B) The Corporation shall not permit any subsidiary of the Corporation
to purchase or otherwise acquire for consideration any shares of stock of the
Corporation unless the Corporation could, under paragraph (A) of this Section 4,
purchase or otherwise acquire such shares at such time and in such manner.

          (C) The Corporation shall not issue any shares of Series A Preferred
Stock except upon exercise of rights (the 'RIGHTS') issued pursuant to that
certain Rights Agreement dated as of August 6, 1990 between the Corporation (as
successor to Harley-Davidson, Inc., a 


                                       -7-




Delaware corporation) and First Wisconsin Trust Company (the RIGHTS AGREEMENT'),
a copy of which is on file with the Secretary of the Corporation at its
principal executive office and shall be made available to shareholders of record
without charge upon written request therefor addressed to said Secretary.
Notwithstanding the foregoing sentence, nothing contained in the provisions
hereof shall prohibit or restrict the Corporation from issuing for any purpose
any series of preferred stock with rights and privileges similar to, different
from, or greater than, those of the Series A Preferred Stock.

          Section 5. REACQUIRED SHARES. Any shares of Series A Preferred Stock
purchased or otherwise acquired by the Corporation in any manner whatsoever
shall be retired and canceled promptly after the acquisition thereof. The
Corporation shall cause all such shares upon their retirement and cancellation
to become authorized but unissued shares of Preferred Stock, without designation
as to series, and such shares may be reissued as part of a new series of
Preferred Stock to be created by resolution or resolutions of the Board of
Directors.

          Section 6. LIQUIDATION, DISSOLUTION OR WINDING UP. Upon any voluntary
or involuntary liquidation, dissolution or winding up of the Corporation, no
distribution shall be made (i) to the holders of shares of stock ranking junior
to the Series A Preferred Stock (upon liquidation, dissolution or winding up)
unless the holders of shares of Series A Preferred Stock shall have received,
subject to adjustment as hereinafter provided, the greater of either (A) $1.00
per share plus an amount equal to accrued and unpaid dividends and distributions
thereon, whether or not earned or declared, to the date of such payment, or (B)
the amount equal to 100 times the aggregate amount to be distributed per share
to holders of Common Stock, or (ii) to the holders of stock ranking on a parity
upon liquidation, dissolution or winding up with the Series A Preferred Stock,
unless simultaneously therewith distributions are made ratably on the Series A
Preferred Stock and all other shares of such parity stock in proportion to the
total amounts to which the holders of shares of Series A Preferred Stock are
entitled under clause (i) (A) of this sentence and to which the holders of such
parity shares are entitled, in each case upon such liquidation, dissolution or
winding up. The amount to which holders of Series A Preferred Stock shall be
entitled upon liquidation, dissolution or winding up of the Corporation pursuant
to clause (i) (B) of the foregoing sentence is hereinafter referred to as the
'PARTICIPATING LIQUIDATION AMOUNT' and the multiple of the amount to be
distributed to holders of shares of Common Stock upon the liquidation,
dissolution or winding up of the Corporation applicable pursuant to said clause
to the determination of the Participating Liquidation Amount, which shall be 100
initially but shall be adjusted from time to time as hereinafter provided, is
hereinafter referred to as the 'LIQUIDATION MULTIPLE'. In the event the
Corporation shall at any time after June 1, 1991 declare or pay any dividend on
Common Stock payable in shares of Common Stock, or effect a subdivision or split
or a combination, consolidation or reverse split of the outstanding shares of
Common Stock into a greater or lesser number of shares of Common Stock, then in
each such case the Liquidation Multiple thereafter applicable to the
determination of the Participating Liquidation Amount to which holders of Series
A Preferred Stock shall be entitled after such event shall be the Liquidation
Multiple applicable immediately prior to such event multiplied by a fraction the


                                       -8-



numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event.

          Section 7. CERTAIN RECLASSIFICATIONS AND OTHER EVENTS.

          (A) In the event that holders of shares of Common Stock of the
Corporation receive after June 1, 1991 in respect of their shares of Common
Stock any share of capital stock of the Corporation (other than any share of
Common Stock of the Corporation), whether by way of reclassification,
recapitalization, reorganization, dividend or other distribution or otherwise (a
'TRANSACTION'), then and in each such event the dividend rights, voting rights
and rights upon the liquidation, dissolution or winding up of the Corporation of
the shares of Series A Preferred Stock shall be adjusted so that after such
event the holders of Series A Preferred Stock shall be entitled, in respect of
each share of Series A Preferred Stock held, in addition to such rights in
respect thereof to which such holder was entitled immediately prior to such
adjustment, to (i) such additional dividends as equal the Dividend Multiple in
effect immediately prior to such Transaction multiplied by the additional
dividends which the holder of a share of Common Stock shall be entitled to
receive by virtue of the receipt in the Transaction of such capital stock, (ii)
such additional voting rights as equal the Vote Multiple in effect immediately
prior to such Transaction multiplied by the additional voting rights which the
holder of a share of Common Stock shall be entitled to receive by virtue of the
receipt in the Transaction of such capital stock and (iii) such additional
distributions upon liquidation, dissolution or winding up of the Corporation as
equal the Liquidation Multiple in effect immediately prior to such Transaction
multiplied by the additional amount which the holder of a share of Common Stock
shall be entitled to receive upon liquidation, dissolution or winding up of the
Corporation by virtue of the receipt in the Transaction of such capital stock,
as the case may be, all as provided by the terms of such capital stock.

          (B) In the event that holders of shares of Common Stock of the
Corporation receive after June 1, 1991 in respect of their shares of Common
Stock any right or warrant to purchase Common Stock (including as such a right,
for all purposes of this paragraph, any security convertible into or
exchangeable for Common Stock) at a purchase price per share less than the
Current Market Price (as hereinafter defined) of a share of Common Stock on the
date of issuance of such right or warrant, then and in each such event the
dividend rights, voting rights and rights upon the liquidation, dissolution or
winding up of the Corporation of the shares of Series A Preferred Stock shall
each be adjusted so that after such event the Dividend Multiple, the Vote
Multiple and the Liquidation Multiple shall each be the product of the Dividend
Multiple, the Vote Multiple and the Liquidation Multiple, as the case may be, in
effect immediately prior to such event multiplied by a fraction the numerator of
which shall be the number of shares of Common Stock outstanding immediately
before such issuance of rights or warrants plus the maximum number of shares of
Common Stock which could be acquired upon exercise in full of all such rights or
warrants and the denominator of which shall be the number of shares of Common
Stock outstanding immediately before such issuance of rights or warrants plus
the number of shares of Common Stock which could be purchased, at the 



                                       -9-



Current Market Price of the Common Stock at the time of such issuance, by the
maximum aggregate consideration payable upon exercise in full of all such rights
or warrants.

          (C) In the event that holders of shares of Common Stock of the
Corporation receive after June 1, 1991 in respect of their shares of Common
Stock any right or warrant (except for the Rights) to purchase capital stock of
the Corporation (other than shares of Common Stock), including as such a right,
for all purposes of this paragraph, any security convertible into or
exchangeable for capital stock of the Corporation (other than Common Stock), at
a purchase price per share less than the Current Market Price of such shares of
capital stock on the date of issuance of such right or warrant, then and in each
such event the dividend rights, voting rights and rights upon liquidation,
dissolution or winding up of the Corporation of the shares of Series A Preferred
Stock shall each be adjusted so that after such event each holder of a share of
Series A Preferred Stock shall be entitled, in respect of each share of Series A
Preferred Stock held, in addition to such rights in respect thereof to which
such holder was entitled immediately prior to such event, to receive (i) such
additional dividends as equal the Dividend Multiple in effect immediately prior
to such event multiplied, first, by the additional dividends to which the holder
of a share of Common Stock shall be entitled upon exercise of such right or
warrant by virtue of the capital stock which could be acquired upon such
exercise and multiplied again by the Discount Fraction (as hereinafter defined)
and (ii) such additional voting rights as equal the Vote Multiple in effect
immediately prior to such event multiplied, first, by the additional voting
rights to which the holder of a share of Common Stock shall be entitled upon
exercise of such right or warrant by virtue of the capital stock which could be
acquired upon such exercise and multiplied again by the Discount Fraction and
(iii) such additional distributions upon liquidation, dissolution or winding up
of the Corporation as equal the Liquidation Multiple in effect immediately prior
to such event multiplied, first, by the additional amount which the holder of a
share of Common Stock shall be entitled to receive upon liquidation, dissolution
or winding up of the Corporation upon exercise of such right or warrant by
virtue of the capital stock which could be acquired upon such exercise and
multiplied again by the Discount Fraction. For purposes of this paragraph, the
'DISCOUNT FRACTION' shall be a fraction the numerator of which shall be the
difference between the Current Market Price (as hereinafter defined) of a share
of the capital stock subject to a right or warrant distributed to holders of
shares of Common Stock of the Corporation as contemplated by this paragraph
immediately after the distribution thereof and the purchase price per share for
such share of capital stock pursuant to such right or warrant and the
denominator of which shall be the Current Market Price of a share of such
capital stock immediately after the distribution of such right or warrant.

          (D) For purposes of this Section 7, the 'CURRENT MARKET PRICE' of a
share of capital stock of the Corporation (including a share of Common Stock) on
any date shall be deemed to be the average of the daily closing prices per share
thereof over the 30 consecutive Trading Days (as such term is hereinafter
defined) immediately prior to such date; PROVIDED, HOWEVER, that, in the event
that such Current Market Price of any such share of capital stock is determined
during a period which includes any date that is within 30 Trading Days after the
ex-dividend date for (i) a dividend or distribution on stock payable in shares
of such stock or 


                                       -10-




securities convertible into shares of such stock, or (ii) any subdivision,
split, combination, consolidation, reverse stock split or reclassification of
such stock, then, and in each such case, the Current Market Price shall be
appropriately adjusted by the Board of Directors of the Corporation to reflect
the Current Market Price of such stock to take into account ex-dividend trading.
The closing price for any day shall be the last sale price, regular way, or, in
case no such sale takes place on such day, the average of the closing bid and
asked prices, regular way, in either case as reported in the principal
consolidated transaction reporting system with respect to securities listed or
admitted to trading on the New York Stock Exchange or, if the shares are not
listed or admitted to trading on the New York Stock Exchange, as reported in the
principal consolidated transaction reporting system with respect to securities
listed on the principal national securities exchange on which the shares are
listed or admitted to trading or, if the shares are not listed or admitted to
trading on any national securities exchange, the last quoted price or, if not so
quoted, the average of the high bid and low asked prices in the over-the-counter
market, as reported by the National Association of Securities Dealers, Inc.
Automated Quotation System ('NASDAQ') or such other system then in use, or if on
any such date the shares are not quoted by any such organization, the average of
the closing bid and asked prices as furnished by a professional market maker
making a market in the shares selected by the Board of Directors of the
Corporation. The term 'TRADING Day' shall mean a day on which the principal
national securities exchange on which the shares are listed or admitted to
trading is open for the transaction of business or, if the shares are not listed
or admitted to trading on any national securities exchange, on which the New
York Stock Exchange or such other national securities exchange as may be
selected by the Board of Directors of the Corporation is open. If the shares are
not publicly held or not so listed or traded on any day within the period of 30
Trading Days applicable to the determination of Current Market Price thereof as
aforesaid, 'Current Market Price' shall mean the fair market value thereof per
share as determined in good faith by the Board of Directors of the Corporation.
In either case referred to in the foregoing sentence, the determination of
Current Market Price shall be described in a statement filed with the Secretary
of the Corporation.

          Section 8. CONSOLIDATION, MERGER, ETC. In case the Corporation shall
enter into any consolidation, merger, combination, share exchange or other
transaction in which the shares of Common Stock are exchanged for or changed
into other stock or securities, cash and/or any other property, then in any such
case each outstanding share of Series A Preferred Stock shall at the same time
be similarly exchanged for or changed into the aggregate amount of stock,
securities, cash and/or other property (payable in like kind), as the case may
be, for which or into which each share of Common Stock is changed or exchanged
multiplied by the highest of the Vote Multiple, the Dividend Multiple or the
Liquidation Multiple in effect immediately prior to such event.

          Section 9. EFFECTIVE TIME OF ADJUSTMENTS.

          (A) Adjustments to the Series A Preferred Stock required by the
provisions hereof shall be effective as of the time at which the event requiring
such adjustments occurs.


                                       -11-


          (B) The Corporation shall give prompt written notice to each holder of
a share of Series A Preferred Stock of the effect of any adjustment to the
voting rights, dividend rights or rights upon liquidation, dissolution or
winding up of the Corporation of such shares required by the provisions hereof.
Notwithstanding the foregoing sentence, the failure of the Corporation to give
such notice shall not affect the validity of or the force or effect of or the
requirement for such adjustment.

          Section 10. NO REDEMPTION. The shares of Series A Preferred Stock
shall not be redeemable at the option of the Corporation or any holder thereof.
Notwithstanding the foregoing sentence of this Section, the Corporation may
acquire shares of Series A Preferred Stock in any other manner permitted by law,
the provisions hereof and the Restated Articles of Incorporation of the
Corporation.

          Section 11. RANKING. Unless otherwise provided in the Restated
Articles of Incorporation of the Corporation or Articles of Amendment relating
to a subsequent series of preferred stock of the Corporation, the Series A
Preferred Stock shall rank junior to all other series of the Corporation's
preferred stock (as to the payment of dividends and the distribution of assets
on liquidation, dissolution or winding up) and senior to the Common Stock.

          Section 12. AMENDMENT. Subsequent to the Distribution Date (as defined
under the Rights Agreement), the provisions hereof and the Restated Articles of
Incorporation of the Corporation shall not be amended in any manner which would
adversely affect the rights, privileges or powers of the Series A Preferred
Stock without, in addition to any other vote of shareholders required by law,
the affirmative vote of the holders of eighty percent or more of the outstanding
shares of Series A Preferred Stock, voting together as a single class.

          Section 13. FRACTIONAL SHARES. A holder of one or more fractional
shares of Series A Preferred Stock shall, to the extent of such fractional
shares held, be entitled to exercise voting rights, receive dividends thereon,
participate in any of the assets of the Corporation in the event of liquidation
and otherwise exercise the rights and receive the benefits to which holders of
Series A Preferred Stock are entitled.

                                    ARTICLE V

          (a) VOTE REQUIRED FOR CERTAIN BUSINESS COMBINATIONS.

          (i) In addition to any affirmative vote required by law or these
     Restated Articles of Incorporation, and except as otherwise expressly
     provided in Section (b) of this ARTICLE V:

               (A) any merger of the Corporation or any Subsidiary (as
          hereinafter defined), or any share exchange to which the Corporation
          is a party with (I) any Interested Shareholder (as hereinafter
          defined) or (II) any other corporation (whether or not an Interested
          Shareholder) which is, or after such merger or 


                                       -12-



          consolidation would be, an Affiliate (as hereinafter defined) of an
          Interested Shareholder; or

               (B) any sale, lease, exchange, mortgage, pledge, transfer or
          other disposition (in one transaction or in a series of transactions)
          to or with any Interested Shareholder or any Affiliate of any
          Interested Shareholder of all or a Substantial Part of the assets of
          the Corporation (including, without limitation, any securities of a
          Subsidiary) or any Subsidiary; or

               (C) the issuance or transfer by the Corporation or any Subsidiary
          (in one transaction or in a series of transactions) of any securities
          of the Corporation or any Subsidiary to any Interested Shareholder or
          any Affiliate of any Interested Shareholder in exchange for cash,
          securities or other property (or a combination thereof); or

               (D) the adoption of any plan or proposal for the liquidation or
          dissolution of the Corporation proposed by or on behalf of an
          Interested Shareholder or any Affiliate of any Interested Shareholder;
          or

               (E) any reclassification of securities (including any reverse
          stock split), or recapitalization of the Corporation, or any merger of
          the Corporation with any of its Subsidiaries or any share exchange to
          which the Corporation is a party or any self tender offer for or
          repurchase of securities of the Corporation by the Corporation or any
          Subsidiary or any other transaction (whether or not with or into or
          otherwise involving an Interested Shareholder) which has the effect,
          directly or indirectly, of increasing the proportionate share of the
          outstanding shares of any class of equity or convertible securities of
          the Corporation or any Subsidiary which is directly or indirectly
          owned by any Interested Shareholder or any Affiliate of any Interested
          Shareholder, shall require the affirmative vote of the holders of at
          least 66-2/3% of the voting power of the then outstanding shares of
          stock of the Corporation entitled to vote generally in the election of
          directors (the 'Voting Stock') (it being understood that for purposes
          of this ARTICLE V, each share of the Voting Stock shall have the
          number of votes granted to it pursuant to ARTICLE IV of these Restated
          Articles of Incorporation), which vote shall include the affirmative
          vote of at least a majority of the voting power of the then
          outstanding shares of Voting Stock held by shareholders other than the
          Interested Shareholder. Such affirmative vote shall be required
          notwithstanding the fact that no vote may be required, or that a
          lesser percentage may be specified, by law or by these Restated
          Articles of Incorporation or in any agreement with any national
          securities exchange or otherwise.


                                      -13-


          (ii) The term 'Business Combination' as used in this ARTICLE V shall
     mean any transaction which is referred to in any one or more of
     subparagraphs (A) through (E) of paragraph (i) of this Section (a).

          (b) WHEN HIGHER VOTE IS NOT REQUIRED. The provisions of Section (a) of
this ARTICLE V shall not be applicable to any particular Business Combination,
and such Business Combination shall require only such affirmative vote as is
required by law, any other provision of these Restated Articles of Incorporation
or any agreement with any national securities exchange, if, in the case of a
Business Combination that does not involve any cash or other consideration being
received by the shareholders of the Corporation, solely in their respective
capacities as shareholders of the Corporation, the condition specified in the
following paragraph (i) is met, or, in the case of any other Business
Combination, the conditions specified in either of the following paragraphs (i)
and (ii) are met:

          (i) The Business Combination shall have been approved by a majority of
     the Disinterested Directors (as hereinafter defined).

          (ii) Each of the five conditions specified in the following
     subparagraphs (A) through (E) shall have been met:

               (A) The aggregate amount of the cash and the Fair Market Value
          (as hereinafter defined) as of the date of consummation of the
          Business Combination of consideration other than cash to be received
          per share by holders of each class of Voting Stock in such Business
          Combination shall be at least equal to the higher of the following:

                    (I) (if applicable) the Highest Per Share Price (as
               hereinafter defined) (including the brokerage commissions,
               transfer taxes and soliciting dealers' fees) paid in order to
               acquire any shares of such class of Voting Stock beneficially
               owned by the Interested Shareholder which were acquired
               beneficially by such Interested Shareholder (x) within the
               two-year period immediately prior to the first public
               announcement of the proposal of the Business Combination (the
               'Announcement Date') or (y) in the transaction in which it became
               an Interested Shareholder, whichever is higher; or

                    (II) the Fair Market Value per share of such class of Voting
               Stock on the Announcement Date or on the date on which the
               Interested Shareholder became an Interested Shareholder (such
               latter date is referred to in this ARTICLE V as the
               'Determination Date'), whichever is higher; or

                    (III) an amount which bears the same or greater percentage
               relationship to the Fair Market Value of such class of Voting
               Stock on the Announcement Date as the Highest Per Share Price


                                      -14-


               determined in (ii) (A) (I) above bears to the Fair Market Value
               of such class of Voting Stock on the date of the commencement of
               the acquisition of Voting Stock by such Interested Shareholder.

               (B) The consideration to be received by holders of the
          outstanding Voting Stock shall be in cash or in the same form as was
          previously paid in order to acquire beneficially shares of Voting
          Stock that are beneficially owned by the Interested Shareholder. If
          the Interested Shareholder beneficially owns shares of Voting Stock
          that were acquired with varying forms of consideration, the form of
          consideration to be received by holders of Voting Stock shall be
          either cash or the form used to acquire beneficially the largest
          number of shares of Voting Stock beneficially acquired by it prior to
          the Announcement Date.

               (C) After such Interested Shareholder has become an Interested
          Shareholder and prior to consummation of such Business Combination:
          (I) there shall have been (x) no reduction in the annual rate of
          dividends paid on the Voting Stock (except as necessary to reflect any
          subdivision of the Voting Stock), except as approved by a majority of
          the Disinterested Directors, and (y) an increase in such annual rate
          of dividends as necessary to reflect any reclassification (including
          any reverse stock split), recapitalization, reorganization or any
          similar transaction which has the effect of reducing the number of
          outstanding shares of the Voting Stock, unless the failure so to
          increase such annual rate is approved by a majority of the
          Disinterested Directors; and (II) such Interested Shareholder shall
          have not become the beneficial owner of any additional shares of
          Voting Stock except as part of the transaction which resulted in such
          Interested Shareholder becoming an Interested Shareholder.

               (D) After such Interested Shareholder has become an Interested
          Shareholder, such Interested Shareholder shall not have received the
          benefit, directly or indirectly (except proportionately as a
          shareholder), of any loans, advances, guarantees, pledges or other
          financial assistance or any tax credits or other tax advantages
          provided by the Corporation, whether in anticipation of or in
          connection with such Business Combination or otherwise.

               (E) A proxy or information statement describing the proposed
          Business Combination and complying with the requirements of the
          Securities Exchange Act of 1934 and the rules and regulations
          thereunder (or any subsequent provisions replacing such Act, rules or
          regulations) shall be mailed to shareholders of the Corporation at
          least 30 days prior to the consummation of such Business Combination
          (whether or not such proxy or information statement is required to be
          mailed pursuant to such Act or subsequent provisions).

          (c)  CERTAIN DEFINITIONS. For the purposes of this ARTICLE V:


                                      -15-


          (i) A 'person' shall mean any individual, firm, corporation, group (as
     such term is defined in Section 13(d) (3) of the Securities Exchange Act of
     1934, as in effect on March l, 1991) or other entity.

          (ii) 'Interested Shareholder' shall mean any person (other than the
     Corporation, any Subsidiary or any compensation or retirement plan of the
     Corporation) who or which, as of the record date for the determination of
     shareholders entitled to notice of and to vote on such Business Combination
     or immediately prior to the consummation of any such transaction:

               (A) is the beneficial owner, directly or indirectly, of more than
          10% of the voting power of the outstanding Voting Stock; or

               (B) is an Affiliate of the Corporation and at any time within the
          two-year period immediately prior to the date in question was the
          beneficial owner, directly or indirectly, of 10% or more of the voting
          power of the then outstanding Voting Stock; or

               (C) is an assignee of or has otherwise succeeded to beneficial
          ownership of any shares of Voting Stock which were at any time within
          the two-year period immediately prior to the date in question
          beneficially owned by any Interested Shareholder, if such assignment
          or succession shall have occurred in the course of a transaction or
          series of transactions not involving a public offering within the
          meaning of the Securities Act of 1933.

          (iii) A person shall be a 'beneficial owner' of any Voting Stock:

               (A) which such person or any of its Affiliates or Associates (as
          hereinafter defined) beneficially owns, directly or indirectly; or

               (B) which such person or any of its Affiliates or Associates has
          (I) the right to acquire (whether such right is exercisable
          immediately or only after the passage of time), pursuant to any
          agreement, arrangement or understanding or upon the exercise of
          conversion rights, exchange rights, warrants or options, or otherwise
          or (II) the right to vote or direct the vote pursuant to any
          agreement, arrangement or understanding; or

               (C) which are beneficially owned, directly or indirectly, by any
          other person with which such person or any of its Affiliates or
          Associates has any agreement, arrangement or understanding for the
          purposes of acquiring, holding, voting or disposing of any shares of
          Voting Stock.

          (iv) For the purposes of determining whether a person is an Interested
     Shareholder pursuant to paragraph (ii) of this Section (c), the number of
     shares of Voting Stock deemed to be outstanding shall include shares deemed
     owned through 



                                      -16-




     application of paragraph (iii) of this Section (c) but shall not include
     any other shares of Voting Stock which may be issuable pursuant to any
     agreement, arrangement or understanding or upon exercise of conversion
     rights, warrants or options, or otherwise.

          (v) 'Affiliate' and 'Associate' shall have the respective meanings
     ascribed to such terms in Rule 12b-2 of the General Rules and Regulations
     under the Securities Exchange Act of 1934 as in effect on March 1, 1991.

          (vi) 'Subsidiary' means any corporation of which a majority of any
     class of equity security is owned, directly or indirectly, by the
     Corporation or by a Subsidiary or by the Corporation and one or more
     subsidiaries; provided, however, that for the purposes of the definition of
     Interested Shareholder set forth in paragraph (ii) of this Section (c), the
     term 'Subsidiary' shall mean only a corporation of which a majority of each
     class of equity security is owned, directly or indirectly, by the
     Corporation.

          (vii) 'Substantial Part' means more than 10% of the book value of the
     total assets of the person or entity in question, as of the end of its most
     recent fiscal year ending prior to the time of the determination.

          (viii) 'Disinterested Director' means any member of the Board of
     Directors of the Corporation who is unaffiliated with, and not a nominee
     of, the Interested Shareholder and was a member of the Board of Directors
     prior to the time that the Interested Shareholder became an Interested
     Shareholder, and any successor of a Disinterested Director who is
     unaffiliated with, and not a nominee of, the Interested Shareholder and who
     is recommended to succeed a Disinterested Director by a majority of
     Disinterested Directors then on the Board of Directors.

          (ix) 'Fair Market Value' means: (A) in the case of stock, the highest
     closing sale price during the 30-day period immediately preceding the date
     in question of a share of such stock on the Composite Tape for New York
     Stock Exchange-Listed Stocks, or, if such stock is not quoted on the
     Composite Tape, on the New York Stock Exchange, or, if such stock is not
     listed on such Exchange, on the Composite Tape for American Stock
     Exchange-Listed Stocks, or if such stock is not quoted on such Composite
     Tape, on the American Stock Exchange or on the principal United States
     securities exchange registered under the Securities Exchange Act of 1934 on
     which such stock is listed, or, if such stock is not listed on any such
     exchange, the highest closing sales price or bid quotation with respect to
     a share of stock during the 30-day period preceding the date in question on
     the National Association of Securities Dealers, Inc. Automated Quotations
     System or any system then in use, or if no such quotations are available,
     the fair market value on the date in question of a share of such stock as
     determined by a majority of the Disinterested Directors in good faith; and
     (B) in the case of stock of any class or series which is not traded on any
     United States registered securities exchange nor in the over-the-counter
     market or in the case of property other


                                      -17-




     than cash or stock, the fair market value of such property on the date in
     question as determined by a majority of the Disinterested Directors in good
     faith.

          (x) References to 'Highest Per Share Price' shall reflect an 
     appropriate adjustment for any dividend or distribution in shares of Voting
     Stock or any stock split or reclassification of outstanding shares of such
     stock into a greater number of shares of such stock or any combination or
     reclassification of outstanding shares of such stock into a smaller number
     of shares of such stock.

          (xi) In the event of any Business Combination in which the Corporation
     survives, the phrase 'consideration other than cash to be received' as used
     in subparagraph (A) of paragraph (ii) of Section (b) of this ARTICLE V
     shall include the shares of Voting Stock retained by the holders of such
     shares.

          (d) POWERS OF THE BOARD OF DIRECTORS. A majority of the Disinterested
Directors of the Corporation shall have the power and duty to determine for the
purposes of this ARTICLE V on the basis of information known to them after
reasonable inquiry, all facts necessary to determine compliance with this
ARTICLE V, including, without limitation, (i) whether a person is an Interested
Shareholder, (ii) whether a Business Combination is proposed by or on behalf of
an Interested Shareholder or an Affiliate of an Interested Shareholder, (iii)
the number of shares of Voting Stock beneficially owned by any person, (iv)
whether a person is an Affiliate or Associate of another person, (v) whether the
requirements of Section (b) (ii) of this ARTICLE V have been met with respect to
any Business Combination, and (vi) whether any Business Combination involves all
or a Substantial Part of the assets of the Corporation or any Subsidiary. The
good faith determination of a majority of the Disinterested Directors shall be
conclusive and binding for all purposes of this ARTICLE V.

          (e) NO EFFECT ON FIDUCIARY OBLIGATIONS OF INTERESTED SHAREHOLDERS.
Nothing contained in this ARTICLE V shall be construed to relieve any Interested
Shareholder from any fiduciary obligation imposed by law.

          (f) AMENDMENT OR REPEAL. Notwithstanding any other provision of these
Restated Articles of Incorporation or the By-laws of the Corporation to the
contrary (and notwithstanding the fact that a lesser percentage may be specified
by law, these Restated Articles of Incorporation or the By-laws of the
Corporation), the affirmative vote of the holders of at least 66-2/3% of the
voting power of the then outstanding shares of Voting Stock shall be required to
alter, amend or repeal this ARTICLE V or to adopt any provision inconsistent
therewith provided, however, that if there is an Interested Shareholder on the
record date for the meeting at which such action is submitted to the
shareholders for this consideration, such 66-2/3% vote must include the
affirmative vote of at least a majority of the voting power of the then
outstanding shares of Voting Stock held by shareholders other than the
Interested Shareholder.


                                      -18-


                                   ARTICLE VI

          (a) BOARD OF DIRECTORS.

          (i) NUMBER, TERM AND QUALIFICATION. The authorized number of directors
     of the Corporation which shall constitute the entire Board of Directors
     shall be such as from time to time shall be determined by a majority of the
     then authorized number of directors, but in no case shall the authorized
     number of directors be less than six nor more than fifteen. The directors
     shall be divided with respect to the time for which they severally hold
     office into three classes, as nearly equal in number as possible (but with
     not less than two directors in each class), as determined by the Board of
     Directors, with the members of each class to hold office until their
     successors have been elected and qualified. At each annual meeting of
     shareholders, the successors of the members of the class of directors whose
     term expires at that meeting shall be elected to hold office for a term
     expiring at the annual meeting of shareholders held in the third year
     following the year of their election. No decrease in the number of
     directors constituting the Board of Directors shall shorten the term of any
     incumbent director.

          (ii) REMOVAL. Any director may be removed from office by the
     shareholders, but only for cause and only by the affirmative vote of a
     majority of the votes then entitled to be cast in an election of directors.

          (iii) VACANCIES. Any vacancy occurring in the Board of Directors,
     including, but not limited to, a vacancy created by an increase in the
     number of directors or the removal of a director, shall be filled only by
     the affirmative vote of a majority of the directors then in office, even if
     such majority is less than a quorum of the Board of Directors, or by a sole
     remaining director. If no director remains in office, any vacancy may be
     filled by the shareholders. Any director elected to fill a vacancy shall
     serve until the next election of the class for which such director shall
     have been chosen.

          (b) NOMINATIONS AND QUALIFICATIONS OF DIRECTORS. Nominations for the
election of directors may be made by the Board of Directors or a committee
appointed by the Board of Directors or by any shareholder entitled to vote
generally in the election of directors. However, any shareholder entitled to
vote generally in the election of directors may nominate one or more persons for
election as directors at a meeting only if written notice of such shareholder's
intent to make such nominations has been given, either by personal delivery or
by United States mail, postage prepaid, to the Secretary of the Corporation not
later than (i) with respect to an election to be held at an annual meeting of
shareholders, 60 calendar days in advance of the date in the current fiscal year
of the Corporation corresponding to the date the Corporation released its proxy
statement to shareholders in connection with the annual meeting for the
immediately preceding year and (ii) with respect to an election to be held at a
special meeting of shareholders for the election of directors, the close of
business on the seventh day following the date on which notice of such meeting
is first given to shareholders. Each such notice shall set forth: (A) the name
and address of the shareholder who intends to make the 


                                      -19-




nomination and of the person or persons to be nominated, (B) a representation
that the shareholder is entitled to vote at such meeting and intends to appear
in person or by proxy at the meeting to nominate the person or persons specified
in the notice, (C) a description of all arrangements or understandings between
the shareholder and each nominee and any other person or persons (naming such
person or persons) pursuant to which the nomination or nominations are to be
made by the shareholder, (D) such other information regarding each nominee
proposed by such shareholder as would be required to be included in a proxy
statement filed pursuant to the then current proxy rules of the Securities and
Exchange Commission, if the nominee were to be nominated by the Board and (E)
the consent of each nominee to serve as a director of the Corporation if so
elected. The chairman of the meeting may refuse to acknowledge the nomination of
any person not made in compliance with the foregoing procedure. The directors
shall be at least twenty-one years of age. Directors need not be shareholders.
At each meeting of shareholders for the election of directors at which a quorum
is present, the persons receiving a plurality of the votes cast shall be elected
directors.

                                   ARTICLE VII

          The shareholders shall not be entitled to take action without a
meeting by less than unanimous consent. Except as otherwise required by law and
subject to the express rights of the holders of any class or series of stock
having a preference over the Common Stock as to dividends or upon liquidation,
annual and special meetings of the shareholders shall be called, the record date
or dates shall be determined and notice shall be sent as set forth in the
By-laws of the Corporation. Notwithstanding any other provisions of these
Restated Articles of Incorporation or the By-laws of the Corporation (and
notwithstanding the fact that a lesser affirmative vote may be specified by
law), the affirmative vote of shareholders possessing at least eighty percent of
the voting power of the then outstanding shares of all classes of stock of the
Corporation generally possessing voting rights in elections of directors,
considered for this purpose as one class, shall be required to amend, alter,
change or repeal, or to adopt any provision inconsistent with, sections 1.02,
1.04 and 1.05 of Article I of the By-laws, or this ARTICLE VII or any provision
thereof or hereof; provided, however, that the Board of Directors, may amend,
alter, change or repeal, or adopt any provision inconsistent with, sections
1.02, 1.04 and 1.05 of Article I of the By-laws, or any provision thereof,
without a vote of shareholders.

                                  ARTICLE VIII

          Unless a greater number is required by law or by these Restated
Articles of Incorporation, (a) action on a matter, other than the election of
directors, by a voting group of shareholders is approved only if a majority of
the votes within the voting group represented (in person or by proxy) at a
meeting at which a quorum is present are cast in favor of the action and (b)
notwithstanding Section (a) of this Article VIII, these Restated Articles of
Incorporation may only be amended by the affirmative vote of a majority of the
votes entitled to be cast by each voting group of shareholders entitled to vote
on the amendment.


                                      -20-


                                   ARTICLE IX

          Annual meetings of shareholders shall be held, at a date, time and
place fixed by the Board of Directors and stated in the notice of meeting, to
elect a Board of Directors and to transact such other business as may properly
come before the meeting. Special meetings of shareholders may be called only in
accordance with the provisions of ARTICLE VII of these Restated Articles of
Incorporation. At each meeting of shareholders only such business may be
conducted as is (a) specified in the written notice of meeting given by or at
the direction of the Board of Directors, (b) in the case of an annual meeting,
brought before the meeting by the Board of Directors or by the chairman of the
meeting or (c) in the case of an annual meeting, specified in a written notice
given by or on behalf of a shareholder of record, provided that written notice
of such shareholder's intent to make a proposal or proposals has been given,
either by personal delivery or by United States mail, postage prepaid, to the
Secretary of the Corporation not later than 60 calendar days in advance of the
date in the current fiscal year of the Corporation corresponding to the date the
Corporation released its proxy statement to shareholders in connection with the
annual meeting for the immediately preceding year. Each such notice shall set
forth: (a) the name and address of the shareholder who intends to make the
proposal and the number of shares of the Corporation's capital stock owned or
controlled by such shareholder, (b) a representation that the shareholder is
entitled to vote at such annual meeting and intends to appear in person or by
proxy at the annual meeting to make the proposal specified in the notice and (c)
such other information regarding each proposal made by such shareholder as would
be required to be included in a proxy statement filed pursuant to the then
current proxy rules of the Securities and Exchange Commission with respect to
such proposals. The chairman of the meeting may refuse to acknowledge any
proposal not made in compliance with the foregoing procedure.


                                      -21-