EXHIBIT 3.1

EXHIBIT 3.1

Adopted on April 23, 1985,
as amended on July 22, 1986,
April 26, 1988,
June 29, 1989 and
November 26, 1990
August 2, 1996




AMENDED ARTICLES OF INCORPORATION
OF
BALL CORPORATION





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The exact text of the entire Amended Articles of Incorporation of the
Corporation, as amended (hereinafter referred to as the "Amended Articles"), is
as follows:






ARTICLE I

Name

The name of the Corporation is Ball Corporation.


ARTICLE II

Purpose

The purpose for which the Corporation is formed is to engage in the
transaction of any or all lawful business which may be conducted, or for which
corporations may be incorporated under The Indiana General Corporation Act.


ARTICLE III

Term of Existence

The period during which the Corporation shall continue is perpetual.


ARTICLE IV

Principal Office and Resident Agent

The post-office address of the principal office of the Corporation is 345
South High Street, Muncie, Indiana 47305; and the name and post-office address
of its Resident Agent at the time of adoption of these Amended Articles is C T
Corporation System, One North Capitol Avenue, Indianapolis, Indiana 46204.


ARTICLE V

Amount of Capital Stock

The total number of shares into which the authorized capital stock of the
Corporation is divided is one hundred thirty-five million (135,000,000) shares
without par value.


ARTICLE VI

Terms of Capital Stock

Section A. Designation of Classes and Number of Shares of Capital Stock

1. One hundred twenty million (120,000,000) shares of the authorized
capital stock without par value shall be known as Common Stock. The shares of
Common Stock shall be identical with each other in all respects.

2. Fifteen million (15,000,000) shares of the authorized capital stock
without par value shall be known as Preferred Stock. The shares of Preferred
Stock may be issued in one or more series. The Board of Directors shall have the
authority to determine and state the designations and the relative rights
(including, if any, conversion rights, participation rights, voting rights,
dividend rights, and stated, redemption and liquidation values), preferences,
limitations and restrictions of each such series by the adoption of resolutions
prior to the issuance of each such series authorizing the issuance of such
series. All shares of Preferred Stock of the same series shall be identical with
each other in all respects.

3. (Added by amendment on August 2, 1996)
One hundred twenty thousand (120,000) shares of Preferred Stock shall
be designated as "Series A Junior Participating Preferred Stock" and shall have
preferences, limitations, and relative voting and other rights as follows:

(A) Dividends and Distributions.

(1) Subject to the prior and superior rights of the holders of
any shares of any series of Preferred Stock ranking prior and
superior to the shares of Series A Junior Participating Preferred
Stock with respect to dividends, the holders of shares of Series A
Junior Participating 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, quarterly dividends payable in
cash on the last day of March, June, September and December in each
year (each such date being referred to herein as 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 Junior Participating Preferred Stock, in an amount
per share (rounded to the nearest cent) equal to the greater of (a)
$0.01 or (b) subject to the provision for adjustment hereinafter set
forth, 1,000 times the aggregate per share amount of all cash
dividends, and 1,000 times the aggregate per share amount (payable in
kind) of all noncash dividends or other distributions other than a
dividend payable in shares of Common Stock or a subdivision of the
outstanding shares of Common Stock (by reclassification or
otherwise), declared on the Common Stock, without par value, of the
Corporation (the "Common Stock") 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 Junior Participating
Preferred Stock. In the event the Corporation shall at any time after
January 24, 1996 (the "Rights Declaration Date") (a) declare any
dividend on Common Stock payable in shares of Common Stock, (b)
subdivide the outstanding Common Stock, or (c) combine the
outstanding Common Stock into a smaller number of shares, then in
each such case the amount to which holders of shares of Series A
Junior Participating Preferred Stock were entitled immediately prior
to such event under clause (b) of the preceding sentence shall be
adjusted by multiplying such amount 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.

(2) The Corporation shall declare a dividend or
distribution on the Series A Junior Participating Preferred Stock as
provided in paragraph (1) above immediately after it declares a
dividend or distribution on the Common Stock (other than a dividend
payable in shares of Common Stock); provided that, in the event no
dividend or distribution shall have been declared on the Common Stock
during the period between any Quarterly Dividend Payment Date and the
next subsequent Quarterly Dividend Payment Date, a dividend of $0.01
per share on the Series A Junior Participating Preferred Stock shall
nevertheless be payable on such subsequent Quarterly Dividend Payment
Date.

(3) Dividends shall begin to accrue and be cumulative on
outstanding shares of Series A Junior Participating Preferred Stock
from the Quarterly Dividend Payment Date next preceding the date of
issue of such shares of Series A Junior Participating Preferred
Stock, unless the date of issue of such shares is prior to the record
date for the first Quarterly Dividend Payment Date, in which case
dividends on such shares shall begin to accrue from the date of issue
of such shares, or unless the date of issue is a Quarterly Dividend
Payment Date or is a date after the record date for the determination
of holders of shares of Series A Junior Participating Preferred Stock
entitled to receive a quarterly dividend and before such Quarterly
Dividend Payment Date, in either of which event such dividends shall
begin to accrue and be cumulative from such Quarterly Dividend
Payment Date. Accrued but unpaid dividends shall not bear interest.
Dividends paid on the shares of Series A Junior Participating
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. The Board of Directors may fix a record date
for the determination of holders of shares of Series A Junior
Participating Preferred Stock entitled to receive payment of a
dividend or distribution declared thereon, which record date shall be
no more than 30 days prior to the date fixed for the payment thereof.

(B) Voting Rights. The holders of shares of Series A Junior
Participating Preferred Stock shall have the following voting rights:

(1) Subject to the provision for adjustment hereinafter set
forth, each share of Series A Junior Participating Preferred Stock
shall entitle the holder thereof to 1,000 votes on all matters
submitted to a vote of the shareholders of the Corporation. In the
event the Corporation shall at any time after the Rights Declaration
Date (a) declare any dividend on Common Stock payable in shares of
Common Stock, (b) subdivide the outstanding Common Stock, or (c)
combine the outstanding Common Stock into a smaller number of shares,
then in each such case the number of votes per share to which holders
of shares of Series A Junior Participating Preferred Stock were
entitled immediately prior to such event shall be adjusted by
multiplying such number 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.

(2) Except as otherwise provided herein or by law, the holders
of shares of Series A Junior Participating 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.

(3) (a) If at any time dividends on any Series A Junior
Participating Preferred Stock shall be in arrears in an amount
equal to six (6) quarterly dividends thereon, the occurrence of
such contingency shall mark the beginning of a period (herein
called a "default period") which shall extend until such time
when all accrued and unpaid dividends for all previous
quarterly dividend periods and for the current quarterly
dividend period on all shares of Series A Junior Participating
Preferred Stock then outstanding shall have been declared and
paid or set apart for payment. During each default period, all
holders of Preferred Stock (including holders of the Series A
Junior Participating Preferred Stock) with dividends in arrears
in an amount equal to six (6) quarterly dividends thereon,
voting as a class, irrespective of series, shall have the right
to elect two (2) directors.

(b) During any default period, such voting right of the
holders of Series A Junior Participating Preferred Stock may be
exercised initially at a special meeting called pursuant to
subparagraph (3)(c) of this Section (B) or at any annual
meeting of shareholders, and thereafter at annual meetings of
shareholders, provided that neither such voting right nor the
right of the holders of any other series of Preferred Stock, if
any, to increase, in certain cases, the authorized number of
directors shall be exercised unless the holders of ten percent
(10%) in number of shares of Preferred Stock outstanding shall
be present in person or by proxy. The absence of a quorum of
the holders of Common Stock shall not affect the exercise by
the holders of Preferred Stock of such voting right. At any
meeting at which the holders of Preferred Stock shall exercise
such voting right initially during an existing default period,
they shall have the right, voting as a class, to elect
directors to fill such vacancies, if any, in the Board of
Directors as may then exist up to two (2) directors or, if such
right is exercised at an annual meeting, to elect two (2)
directors. If the number which may be so elected at any special
meeting does not amount to the required number, the holders of
the Preferred Stock shall have the right to make such increase
in the number of directors as shall be necessary to permit the
election by them of the required number. After the holders of
the Preferred Stock shall have exercised their right to elect
directors in any default period and during the continuance of
such period, the number of directors shall not be increased or
decreased except by vote of the holders of Preferred Stock as
herein provided or pursuant to the rights of any equity
securities ranking senior to or pari passu with the Series A
Junior Participating Preferred Stock.

(c) Unless the holders of Preferred Stock shall, during
an existing default period, have previously exercised their
right to elect directors, the Board of Directors may order, or
any shareholder or shareholders owning in the aggregate not
less than ten percent (10%) of the total number of shares of
Preferred Stock outstanding, irrespective of series, may
request, the calling of a special meeting of the holders of
Preferred Stock, which meeting shall thereupon be called by the
President, a Vice President or the Corporate Secretary of the
Corporation. Notice of such meeting and of any annual meeting
at which holders of Preferred Stock are entitled to vote
pursuant to this subparagraph (3)(c) shall be given to each
holder of record of Preferred Stock by mailing a copy of such
notice to him at his last address as the same appears on the
books of the Corporation. Such meeting shall be called for a
time not earlier than 20 days and not later than 60 days after
such order or request or in default of the calling of such
meeting within 60 days after such order or request, such
meeting may be called on similar notice by any shareholder or
shareholders owning in the aggregate not less than ten percent
(10%) of the total number of shares of Preferred Stock
outstanding. Notwithstanding the provisions of this
subparagraph (3)(c), no such special meeting shall be called
during the period within 60 days immediately preceding the date
fixed for the next annual meeting of shareholders.

(d) In any default period, the holders of Common Stock,
and other classes of stock of the Corporation if applicable,
shall continue to be entitled to elect the whole number of
directors until the holders of Preferred Stock shall have
exercised their right to elect two (2) directors voting as a
class, after the exercise of which right (x) the directors so
elected by the holders of Preferred Stock shall continue in
office until their successors shall have been elected by such
holders or until the expiration of the default period, and (y)
any vacancy in the Board of Directors may, except as provided
in subparagraph (3)(b) of this Section (B), be filled by vote
of a majority of the remaining directors theretofore elected by
the holders of the class of stock which elected the director
whose office shall have become vacant. References in this
paragraph (3) to directors elected by the holders of a
particular class of stock shall include directors elected by
such directors to fill vacancies as provided in clause (y) of
the foregoing sentence.

(e) Immediately upon the expiration of a default period,
(x) the right of the holders of Preferred Stock as a class to
elect directors shall cease, (y) the term of any directors
elected by the holders of Preferred Stock as a class shall
terminate, and (z) the number of directors shall be such number
as may be provided for in these Amended Articles or the Bylaws
irrespective of any increase made pursuant to the provisions of
subparagraph (3)(b) of this Section (B) (such number being
subject, however, to change thereafter in any manner provided
by law or in these Amended Articles or the Bylaws). Any
vacancies in the Board of Directors effected by the provisions
of clauses (y) and (z) in the preceding sentence may be filled
by a majority of the remaining directors.

(4) Except as set forth herein, holders of Series A Junior
Participating 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 taking any corporate action.

(C) Certain Restrictions.

(1) Whenever quarterly dividends or other dividends or
distributions payable on the Series A Junior Participating Preferred
Stock as provided in Section (A) are in arrears, thereafter and until
all accrued and unpaid dividends and distributions, whether or not
declared, on shares of Series A Junior Participating Preferred Stock
outstanding shall have been paid in full, the Corporation shall not:

(a) 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 Junior Participating Preferred Stock;

(b) declare or pay dividends on or make any other
distributions on any shares of stock ranking on a parity
(either as to dividends or upon liquidation, dissolution or
winding up) with the Series A Junior Participating Preferred
Stock, except dividends paid ratably on the Series A Junior
Participating 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;

(c) 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 Junior Participating 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 (either as to dividends or upon dissolution, liquidation
or winding up) to the Series A Junior Participating Preferred
Stock; or

(d) purchase or otherwise acquire for consideration any
shares of Series A Junior Participating Preferred Stock, or any
shares of stock ranking on a parity with the Series A Junior
Participating Preferred Stock, 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 of classes.

(2) 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 (1) of this Section (C), purchase or otherwise
acquire such shares at such time and in such manner.

(D) Reacquired Shares. Any shares of Series A Junior Participating
Preferred Stock purchased or otherwise acquired by the Corporation in any
manner whatsoever shall be retired and cancelled promptly after the
acquisition thereof. All such shares shall upon their cancellation become
authorized but unissued shares of Preferred Stock and may be reissued as
part of a new series of Preferred Stock to be created by resolution or
resolutions of the Board of Directors, subject to the conditions and
restrictions on issuance set forth herein.

(E) Liquidation, Dissolution or Winding Up.

(1) Upon any liquidation (voluntary or otherwise), dissolution
or winding up of the Corporation, no distribution shall be made to
the holders of shares of stock ranking junior (either as to dividends
or upon liquidation, dissolution or winding up) to the Series A
Junior Participating Preferred Stock unless, prior thereto, the
holders of shares of Series A Junior Participating Preferred Stock
shall have received $1,000 per share, plus an amount equal to accrued
and unpaid dividends and distributions thereon, whether or not
declared, to the date of such payment (the "Series A Liquidation
Preference"). Following the payment of the full amount of the Series
A Liquidation Preference, no additional distributions shall be made
to the holders of shares of Series A Junior Participating Preferred
Stock unless, prior thereto, the holders of shares of Common Stock
shall have received an amount per share (the "Common Adjustment")
equal to the quotient obtained by dividing (a) the Series A
Liquidation Preference by (b) 1,000 (as appropriately adjusted as set
forth in subparagraph (3) below to reflect such events as stock
splits, stock dividends and recapitalizations with respect to the
Common Stock) (such number in clause (c), the "Adjustment Number").
Following the payment of the full amount of the Series A Liquidation
Preference and the Common Adjustment in respect to all outstanding
shares of Series A Junior Participating Preferred Stock and Common
Stock, respectively, holders of Series A Junior Participating
Preferred Stock and holders of shares of Common Stock shall receive
their ratable and proportionate share of the remaining assets to be
distributed in the ratio of the Adjustment Number to 1 with respect
to such Preferred Stock and Common Stock, on a per share basis,
respectively.

(2) In the event, however, that there are not sufficient assets
available to permit payment in full of the Series A Liquidation
Preference and the liquidation preferences of all other series of
Preferred Stock, if any, which rank on a parity with the Series A
Junior Participating Preferred Stock, then such remaining assets
shall be distributed ratably to the holders of such parity shares in
proportion to their respective liquidation preferences. In the event,
however, that there are not sufficient assets available to permit
payment in full of the Common adjustment, then such remaining assets
shall be distributed ratably to the holders of Common Stock.

(3) In the event the Corporation shall at any time after the
Rights Declaration Date (a) declare any dividend on Common Stock
payable in shares of Common Stock, (b) subdivide the outstanding
Common Stock, or (c) combine the outstanding Common Stock into a
smaller number of shares, then in each such case the Adjustment
Number in effect immediately prior to such event shall be adjusted by
multiplying such Adjustment Number 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.

(F) Consolidation, Merger, etc. In case the Corporation shall enter
into any consolidation, merger, combination 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 the
shares of Series A Junior Participating Preferred Stock shall at the same
time be similarly exchanged or changed in an amount per share (subject to
the provision for adjustment hereinafter set forth) equal to 1,000 times
the aggregate amount of stock, securities, cash and/or any other property
(payable in kind), as the case may be, into which or for which each share
of Common Stock is changed or exchanged. In the event the Corporation
shall at any time after the Rights Declaration Date (a) declare any
dividend on Common Stock payable in shares of Common Stock, (b) subdivide
the outstanding Common Stock, or (c) combine the outstanding Common Stock
into a smaller number of shares, then in each such case the amount set
forth in the preceding sentence with respect to the exchange or change of
shares of Series A Junior Participating Preferred Stock shall be adjusted
by multiplying such amount 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.

(G) Redemption. The shares of Series A Junior Participating Preferred
Stock shall be redeemable at a price equal to the product of (a) the
current market price of the Common Stock and (b) the Adjustment Number.

(H) Ranking. The Series A Junior Participating 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, unless the terms
of any such series shall provide otherwise.

(I) Amendment. The Amended Articles of Incorporation of the
Corporation shall not be further amended in any manner which would
materially alter or change the powers, preferences or special rights of
the Series A Junior Participating Preferred Stock so as to affect them
adversely without the affirmative vote of the holders of a majority or
more of the outstanding shares of Series A Junior Participating Preferred
Stock, voting separately as a class.

(J) Fractional Shares. Series A Junior Participating Preferred Stock
may be issued in fractions of a share which shall entitle the holder, in
proportion to such holder's fractional shares, to exercise voting rights,
receive dividends, participate in distributions and to have the benefit of
all other rights of holders of Series A Junior Participating Preferred
Stock.

4. (Added by amendment on June 29, 1989)
Two million one hundred thousand (2,100,000) shares of Preferred
Stock shall be designated as "Series B ESOP Convertible Preferred Stock" and
shall have preferences, limitations, and relative voting and other rights as
follows:

Section 1. Designation and Amount; Special Purpose Restricted
Transfer Issue

(A) The shares of such series shall be designated
"Series B ESOP Convertible Preferred Stock" (such series being
hereinafter sometimes called the "Series B Preferred Stock"), and the
number of shares constituting such series shall initially be
2,100,000. Each share of Series B Preferred Stock shall have a stated
value of $36.75.

(B) Shares of Series B Preferred Stock shall be issued
only to Mellon Bank, N.A., as trustee (the "Trustee") of the Ball
Corporation Salary Conversion Plan for Salaried Employees, as amended
from time to time, or any successor to such plan (the "Plan"),
including the employee stock ownership plan component of the Plan
(the "ESOP"). All references to the holder of the Series B Preferred
Stock shall mean the Trustee or any corporation with which or into
which the Trustee may merge or any successor trustee under the trust
agreement with respect to the Plan. In the event of any transfer of
record ownership of shares of Series B Preferred Stock to any person
other than any successor trustee under the Plan, the shares of Series
B Preferred Stock so transferred, upon such transfer and without any
further action by the Corporation or the holder thereof, shall be
automatically converted into shares of Common Stock (as defined in
paragraph (B) of Section 11 hereof) on the terms otherwise provided
for the conversion of shares of Series B Preferred Stock into shares
of Common Stock pursuant to Section 5 hereof and no such transferee
shall have any of the voting powers, preferences and relative,
participating, optional or special rights ascribed to shares of
Series B Preferred Stock hereunder but, rather, only the powers and
rights pertaining to the Common Stock into which such shares of
Series B Preferred Stock shall be so converted. In the event of such
a conversion, the transferee of the shares of Series B Preferred
Stock shall be treated for all purposes as the record holder of the
shares of Common Stock into which such shares of Series B Preferred
Stock have been automatically converted as of the date of such
transfer. Certificates representing shares of Series B Preferred
Stock shall bear a legend to reflect the foregoing provisions.
Notwithstanding the foregoing provisions of this paragraph (B) of
Section 1, shares of Series B Preferred Stock (i) may be converted
into shares of Common Stock as provided by Section 5 hereof and the
shares of Common Stock issued upon such conversion may be transferred
by the holder thereof as permitted by law and (ii) shall be
redeemable by the Corporation upon the terms and conditions provided
by Sections 6, 7 and 8 hereof.

Section 2. Dividends and Distributions

(A) Subject to the provisions for adjustment hereinafter
set forth, the holders of shares of Series B Preferred Stock shall be
entitled to receive, when, as and if declared by the Board of
Directors of the Corporation (the "Board of Directors") out of funds
legally available therefor, cash dividends ("Preferred Dividends") at
the rate of $2.76 per share per annum, payable semiannually in
arrears, one-half on the 15th day of December and one-half on the
15th day of June of each year (each a "Dividend Payment Date")
commencing on December 15, 1989, to holders of record at the start of
business on such Dividend Payment Date. In the event that any
Dividend Payment Date shall fall on any day other than a "Business
Day" (as defined in paragraph (G) of Section 9 hereof), the dividend
payment due on such Dividend Payment Date shall be paid on the
Business Day immediately following such Dividend Payment Date.
Preferred Dividends shall begin to accrue on outstanding shares of
Series B Preferred Stock from the date of issuance of such shares of
Series B Preferred Stock. Preferred Dividends shall accrue on a daily
basis whether or not during such semiannual period there shall be
funds legally available therefor, but Preferred Dividends accrued on
the shares of Series B Preferred Stock for any period less than a
full semiannual period between Dividend Payment Dates (or, in the
case of the first dividend payment, from the date of issuance of the
shares of Series B Preferred Stock through the first Dividend Payment
Date) shall be computed on the basis of a 360-day year of 30-day
months. Accrued but unpaid Preferred Dividends shall cumulate as of
the Dividend Payment Date on which they first become payable, but no
interest shall accrue on accumulated but unpaid Preferred Dividends.

(B) So long as any shares of Series B Preferred Stock
shall be outstanding, no dividend shall be declared or paid or set
apart for payment on any other series of stock ranking on a parity
with the Series B Preferred Stock as to dividends, unless there shall
also be or have been declared and paid or set apart for payment on
the Series B Preferred Stock dividends for all dividend payment
periods of the Series B Preferred Stock ending on or before the
dividend payment date of such parity stock, ratably in proportion to
the respective amounts of dividends accumulated and unpaid through
such dividend period on the Series B Preferred Stock and accumulated
and unpaid on such parity stock through the dividend payment period
on such parity stock next preceding such dividend payment date. In
the event that full cumulative dividends on the Series B Preferred
Stock have not been declared and paid or set apart for payment when
due, the Corporation shall not declare or pay or set apart for
payment any dividends or make any other distributions on, or make any
payment on account of the purchase, redemption or other retirement of
any other class of stock or series thereof of the Corporation
ranking, as to dividends or as to distributions in the event of a
liquidation, dissolution or winding up of the Corporation, junior to
the Series B Preferred Stock until full cumulative dividends on the
Series B Preferred Stock shall have been paid or declared and set
apart for payment; provided, however, that the foregoing shall not
apply to (i) any dividend payable solely in any shares of any stock
ranking, as to dividends and as to distributions in the event of a
liquidation, dissolution or winding up of the Corporation, junior to
the Series B Preferred Stock or (ii) the acquisition of shares of any
stock ranking, as to dividends or as to distributions in the event of
a liquidation, dissolution or winding up of the Corporation, junior
to the Series B Preferred Stock in exchange solely for shares of any
other stock ranking, as to dividends and as to distributions in the
event of a liquidation, dissolution or winding up of the Corporation,
junior to the Series B Preferred Stock.

Section 3. Voting Rights

The holders of shares of Series B Preferred Stock shall
have the following voting rights:

(A) The holders of shares of Series B Preferred Stock
shall be entitled to vote on all matters submitted to a vote of the
shareholders of the Corporation, voting together with the holders of
Common Stock as one class. The holders of shares of Series B
Preferred Stock initially shall be entitled to 1.30 votes per share
(the "Initial Vote"), provided in the event of a "Regulatory
Determination", as defined below, with respect to the Initial Vote,
the Initial Vote shall be reduced to one vote per share. In the event
that the "Conversion Price", as defined in Section 5 hereof, is
adjusted as provided in Subsection 9(A) or (B) hereof, each share of
Series B Preferred Stock shall be entitled to a vote equal to the
vote to which it was entitled immediately prior to such adjustment,
multiplied by the inverse of the fraction by which the Conversion
Price is to be multiplied pursuant to such subsection, subject to a
Regulatory Determination. In the event of any other adjustment to the
Conversion Price hereunder, each share of Series B Preferred Stock
shall be entitled to a number of votes equal to the higher of (i) the
number of shares of Common Stock into which such share of Series B
Preferred Stock could be converted subsequent to such adjustment and
(ii) the number of votes to which it was entitled immediately prior
to such adjustment, subject to a Regulatory Determination. In the
event of a Regulatory Determination with respect to the voting rights
of a share of Series B Preferred Stock as adjusted pursuant to the
preceding two sentences, the number of votes per share of Series B
Preferred Stock shall only be adjusted to the highest vote per share
which would not result in a Regulatory Determination. The term
"Regulatory Determination" refers to a determination by the
Corporation that the number of votes to be accorded to each share of
Series B Preferred Stock hereunder would create a material risk that
the Common Stock would no longer be eligible for trading on the New
York Stock Exchange ("NYSE") or otherwise not be permitted by
applicable rules and regulations of the Securities and Exchange
Commission or the NYSE.

(B) Except as otherwise required by law or set forth
herein, holders of Series B 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.

Section 4. Liquidation, Dissolution or Winding Up

(A) In the event of any liquidation, dissolution or
winding up of the Corporation, voluntary or involuntary, the holders
of Series B Preferred Stock shall be entitled to receive out of
assets of the Corporation which remain after satisfaction in full of
all valid claims of creditors of the Corporation and which are
available for payment to shareholders, and subject to the rights of
the holders of any stock of the Corporation ranking senior to or on a
parity with the Series B Preferred Stock in respect of distributions
upon liquidation, dissolution or winding up of the Corporation,
before any amount shall be paid to or distributed among the holders
of Common Stock or any other shares ranking junior to the Series B
Preferred Stock in respect of distributions upon liquidation,
dissolution or winding up of the Corporation, liquidating
distributions in the amount of $36.75 per share, plus an amount equal
to all accrued and unpaid dividends thereon to the date fixed for
distribution, and no more. If upon any liquidation, dissolution or
winding up of the Corporation, the amounts payable with respect to
the Series B Preferred Stock and any other stock ranking as to any
such distribution on a parity with the Series B Preferred Stock are
not paid in full, the holders of Series B Preferred Stock and such
other stock shall share ratably in any distribution of assets in
proportion to the full respective preferential amounts to which they
are entitled. After payment of the full amount to which they are
entitled as provided by the foregoing provisions of this paragraph
4(A), the holders of Series B Preferred Stock shall not be entitled
to any further right or claim to any of the remaining assets of the
Corporation.

(B) Neither the merger or consolidation of the
Corporation with or into any other corporation, nor the merger or
consolidation of any other corporation with or into the Corporation,
nor the sale, lease, exchange or other transfer of all or any portion
of the assets of the Corporation, shall be deemed to be a
dissolution, liquidation or winding up of the affairs of the
Corporation for purposes of this Section 4, but the holders of Series
B Preferred Stock shall nevertheless be entitled in the event of any
such merger or consolidation to the rights provided by Section 8
hereof.

(C) Written notice of any voluntary or involuntary
liquidation, dissolution or winding up of the Corporation, stating
the payment date or dates when, and the place or places where, the
amounts distributable to holders of Series B Preferred Stock in such
circumstances shall be payable, shall be given by hand delivery, by
courier, by standard form of telecommunication or by first-class mail
(postage prepaid), delivered, sent or mailed, as the case may be, not
less than twenty (20) days prior to any payment date stated therein,
to the holders of Series B Preferred Stock, at the address shown on
the books of the Corporation or any transfer agent for the Series B
Preferred Stock.

Section 5. Conversion into Common Stock

(A) A holder of shares of Series B Preferred Stock shall
be entitled, at any time prior to the close of business on the date
fixed for redemption of such shares pursuant to Section 6, 7 or 8
hereof, to cause any or all of such shares to be converted into
shares of Common Stock, initially at a conversion price equal to
$36.75 per share of Common Stock, with each share of Series B
Preferred Stock being valued at $36.75 for such purpose, and which
price shall be adjusted as provided in Section 9 hereof (and, as so
adjusted, is hereinafter sometimes referred to as the "Conversion
Price") (that is, a conversion rate initially equivalent to one share
of Common Stock for each share of Series B Preferred Stock so
converted, subject to adjustment as the Conversion Price is adjusted
as provided in Section 9 hereof).

(B) Any holder of shares of Series B Preferred Stock
desiring to convert such shares into shares of Common Stock shall
surrender the certificate or certificates representing the shares of
Series B Preferred Stock being converted, duly assigned or endorsed
for transfer to the Corporation (or accompanied by duly executed
stock powers relating thereto), at the principal executive office of
the Corporation or the offices of any transfer agent for the Series B
Preferred Stock or such office or offices in the continental United
States of an agent for conversion as may from time to time be
designated by notice to the holders of the Series B Preferred Stock
by the Corporation or any transfer agent for the Series B Preferred
Stock, accompanied by written notice of conversion. Such notice of
conversion shall specify (i) the number of shares of Series B
Preferred Stock to be converted and the name or names in which such
holder wishes the certificate or certificates for Common Stock and
for any shares of Series B Preferred Stock not to be so converted to
be issued and (ii) the address to which such holder wishes new
certificates issued upon such conversion to be delivered.

(C) Upon surrender of a certificate representing a share
or shares of Series B Preferred Stock for conversion, the Corporation
shall issue and send by hand delivery, by courier or by first-class
mail (postage prepaid), to the holder thereof or to such holder's
designee, at the address designated by such holder, a certificate or
certificates for the number of shares of Common Stock to which such
holder shall be entitled upon conversion. In the event that there
shall have been surrendered a certificate or certificates
representing shares of Series B Preferred Stock, only part of which
are to be converted, the Corporation shall issue and send to such
holder or such holder's designee, in the manner set forth in the
preceding sentence, a new certificate or certificates representing
the number of shares of Series B Preferred Stock which shall not have
been converted.

(D) The issuance by the Corporation of shares of Common
Stock upon a conversion of shares of Series B Preferred Stock into
shares of Common Stock made at the option of the holder thereof shall
be effective as of the earlier of (i) the delivery to such holder or
such holder's designee of the certificates representing the shares of
Common Stock issued upon conversion thereof or (ii) the commencement
of business on the second Business Day after the surrender of the
certificate or certificates for the shares of Series B Preferred
Stock to be converted, duly assigned or endorsed for transfer to the
Corporation (or accompanied by duly executed stock powers relating
thereto) and accompanied by all documentation required to effect the
conversion, as herein provided. On and after the effective date of
conversion, the person or persons entitled to receive the Common
Stock issuable upon such conversion shall be treated for all purposes
as the record holder or holders of such shares of Common Stock, but
no allowance or adjustment shall be made in respect of dividends
payable to holders of Common Stock in respect of any period prior to
such effective date. The Corporation shall not be obligated to pay
any dividends which shall have been declared and shall be payable to
holders of shares of Series B Preferred Stock on a Dividend Payment
Date if such Dividend Payment Date for such dividend is subsequent to
the effective date of conversion of such shares.

(E) The Corporation shall not be obligated to deliver to
holders of Series B Preferred Stock any fractional share or shares of
Common Stock issuable upon any conversion of such shares of Series B
Preferred Stock, but in lieu thereof may make a cash payment in
respect thereof in any manner permitted by law.

(F) Out of its authorized Common Stock the Corporation
shall at all times reserve and keep available unissued or treasury
shares solely for issuance upon the conversion of shares of Series B
Preferred Stock as herein provided, free from any preemptive rights,
in such number as shall from time to time be issuable upon the
conversion of all the shares of Series B Preferred Stock then
outstanding. Nothing contained herein shall preclude the Corporation
from issuing shares of Common Stock held in its treasury upon the
conversion of shares of Series B Preferred Stock into Common Stock
pursuant to the terms hereof. The Corporation shall prepare and shall
use its best efforts to obtain and keep in force such governmental or
regulatory permits or other authorizations as may be required by law,
and shall comply with all requirements as to registration or
qualification of the Common Stock, in order to enable the Corporation
lawfully to issue and deliver to each holder of record of Series B
Preferred Stock such number of shares of its Common Stock as shall
from time to time be sufficient to effect the conversion of all
shares of Series B Preferred Stock then outstanding and convertible
into shares of Common Stock.

Section 6. Redemption At the Option of the Corporation

(A) The Series B Preferred Stock shall be redeemable, in
whole or in part, (i) at the option of the Corporation at any time
after June 29, 1999, at $36.75 per share, plus an amount equal to all
accrued and unpaid dividends thereon to the date fixed for redemption
and (ii) as otherwise permitted by this Section 6. Payment of the
redemption price shall be made by the Corporation in cash or shares
of Common Stock, or a combination thereof, as permitted by paragraph
(F) of this Section 6. From and after the date fixed for redemption,
dividends on shares of Series B Preferred Stock called for redemption
will cease to accrue, such shares of Series B Preferred Stock will no
longer be deemed to be outstanding and all rights in respect of such
shares of Series B Preferred Stock shall cease, except the right to
receive the redemption price. If less than all of the outstanding
shares of Series B Preferred Stock are to be redeemed, the
Corporation shall either redeem a portion of the shares of Series B
Preferred Stock of each holder determined pro rata based on the
number of shares of Series B Preferred Stock held by each holder or
shall select the shares of Series B Preferred Stock to be redeemed by
lot, as may be determined by the Board of Directors.

(B) Unless otherwise required by law, notice of
redemption will be sent to the holders of Series B Preferred Stock at
the address shown on the books of the Corporation or any transfer
agent for the Series B Preferred Stock by hand delivery, by courier,
by any standard form of telecommunications or by first-class mail
(postage prepaid), delivered, sent or mailed, as the case may be, not
less than fifteen (15) days nor more than sixty (60) days prior to
the redemption date. Each such notice shall state: (i) the redemption
date; (ii) the total number of shares of Series B Preferred Stock to
be redeemed and, if fewer than all the shares held by such holder are
to be redeemed, the number of such shares of Series B Preferred Stock
to be redeemed from such holder; (iii) the redemption price; (iv) the
place or places where certificates for such shares of Series B
Preferred Stock are to be surrendered for payment of the redemption
price; (v) that dividends on the shares of Series B Preferred Stock
to be redeemed will cease to accrue on such redemption date; and (vi)
the conversion rights of the shares of Series B Preferred Stock to be
redeemed, the period within which conversion rights may be exercised,
and the Conversion Price and number of shares of Common Stock
issuable upon conversion of a share of Series B Preferred Stock at
the time. Upon surrender of the certificate for any shares of Series
B Preferred Stock so called for redemption and not previously
converted (properly endorsed or assigned for transfer, if the Board
of Directors shall so require and the notice shall so state), such
shares shall be redeemed by the Corporation at the date fixed for
redemption and at the redemption price set forth in this Section 6.

(C) In the event (i) of a change in any statute, rule or
regulation of the United States of America which (x) has the effect
of limiting or making unavailable to the Corporation all or any of
the tax deductions for amounts paid (including dividends) on the
shares of Series B Preferred Stock when such amounts are used as
provided under Section 404(k)(2) of the Internal Revenue Code of
1986, as amended and in effect on the date shares of Series B
Preferred Stock are initially issued, or (y) relates, directly or
indirectly, to the ESOP and adversely affects the Corporation, (ii)
that shares of Series B Preferred Stock are held by an employee
benefit plan intended to qualify as an employee stock ownership plan
within the meaning of Section 4975 of the Internal Revenue Code of
1986, as amended (the "Code"), and such plan does not so qualify, or
(iii) that the Corporation, in good faith after consultation with
counsel to the Corporation, determines that the voting provisions
contained herein are not in compliance with Rule 19c-4 promulgated by
the Securities and Exchange Commission under the Securities Exchange
Act of 1934, as amended, the Corporation may, in its sole discretion
and notwithstanding anything to the contrary in paragraph (A) of this
Section 6, elect to redeem any or all of such shares of Series B
Preferred Stock for $36.75 per share, plus an amount equal to all
accrued and unpaid dividends thereon to the date fixed for
redemption. Except with respect to the redemption price, such
redemption shall be effected as provided in paragraphs (A), (B) and
(F) of this Section 6.

(D) In the event that the Plan is terminated or the ESOP
is terminated or eliminated from the Plan in accordance with its
terms, and notwithstanding anything to the contrary in paragraph (A)
of this Section 6, the Corporation shall, as soon thereafter as
practicable, call for redemption all then outstanding shares of
Series B Preferred Stock at the following redemption prices per
share:

During the Twelve-
Month Period Price Per
Beginning June 29 Share

1989 $39.510
1990 39.234
1991 38.958
1992 38.682
1993 38.406
1994 38.130
1995 37.854
1996 37.578
1997 37.302
1998 37.026

Except with respect to the redemption price, such
redemption shall be effected as provided in paragraphs (A), (B) and
(F) of this Section 6.

(E) Notwithstanding anything to the contrary in
paragraph (A) of this Section 6, upon the termination of a Plan
participant's employment with the Corporation, the Corporation may
elect to redeem any or all shares of Series B Preferred Stock held
for the account of such participant at a redemption price equal to
the higher of (i) $36.75 per share, plus an amount equal to all
accrued and unpaid dividends thereon to the date fixed for redemption
or (ii) the Fair Market Value (as defined in paragraph (G) of Section
9 hereof) of the shares of Common Stock which would be issuable upon
the conversion of the shares of Series B Preferred Stock being
redeemed, plus accrued and unpaid dividends (the "Consideration
Price"). Except with respect to the redemption price, such redemption
shall be effected as provided in paragraphs (A), (B) and (F) of this
Section 6.

(F) The Corporation, at its option, may make payment of
the redemption price required upon redemption of shares of Series B
Preferred Stock in cash or in shares of Common Stock, or in a
combination of such shares and cash, any such shares of Common Stock
to be valued for such purposes at their Fair Market Value.

Section 7. Other Redemption Rights

Shares of Series B Preferred Stock shall be redeemed by
the Corporation for cash or, if the Corporation so elects, in shares
of Common Stock, or a combination of such shares of Common Stock and
cash, any such shares of Common Stock to be valued for such purpose
at their Fair Market Value, at a redemption price equal to the higher
of (i) $36.75 per share plus accrued and unpaid dividends thereon to
the date fixed for redemption or (ii) the Consideration Price, at the
option of the holder, at any time and from time to time upon notice
to the Corporation given not less than five (5) Business Days prior
to the date fixed by the holder in such notice for such redemption,
upon certification by such holder to the Corporation: (i) when and to
the extent necessary for such holder to provide for distributions
required to be made to participants under, or to satisfy an
investment election provided to participants in accordance with, the
Plan; or (ii) in the event that the Plan is not initially determined
by the Internal Revenue Service to be qualified within the meaning of
ss.401(a) and 4975(e)(7) of the Code.

Section 8. Consolidation, Merger, etc.

(A) In the event that the Corporation shall consummate
any consolidation or merger or similar business combination, pursuant
to which the outstanding shares of Common Stock are by operation of
law exchanged solely for or changed, reclassified or converted solely
into stock of any successor or resulting corporation (including the
Corporation) that constitutes "qualifying employer securities" with
respect to a holder of Series B Preferred Stock within the meaning of
Section 409(1) of the Code and Section 407(d)(5) of the Employee
Retirement Income Security Act of 1974, as amended, or any successor
provisions of law, and, if applicable, for a cash payment in lieu of
fractional shares, if any, the shares of Series B Preferred Stock of
such holder shall, in connection with such consolidation, merger or
similar business combination, be assumed by and shall become
preferred stock of such successor or resulting corporation, having in
respect of such corporation, insofar as possible, the same powers,
preferences and relative, participating, optional or other special
rights (including the redemption rights provided by Sections 6, 7 and
8 hereof), and the qualifications, limitations or restrictions
thereon, that the Series B Preferred Stock had immediately prior to
such transaction, except that after such transaction each share of
Series B Preferred Stock shall be convertible, otherwise on the terms
and conditions provided by Section 5 hereof, into the number and kind
of qualifying employer securities so receivable by a holder of the
number of shares of Common Stock into which such shares of Series B
Preferred Stock could have been converted immediately prior to such
transaction; provided, however, that if by virtue of the structure of
such transaction, a holder of Common Stock is required to make an
election with respect to the nature and kind of consideration to be
received in such transaction, which election cannot practicably be
made by the holder of the shares of Series B Preferred Stock, then
the shares of Series B Preferred Stock shall, by virtue of such
transaction and on the same terms as apply to the holders of Common
Stock, be converted into or exchanged for the aggregate amount of
stock, securities, cash or other property (payable in kind)
receivable by a holder of the number of shares of Common Stock into
which such shares of Series B Preferred Stock could have been
converted immediately prior to such transaction if such holder of
Common Stock failed to exercise any rights of election to receive any
kind or amount of stock, securities, cash or other property (other
than such qualifying employer securities and a cash payment, if
applicable, in lieu of fractional shares), receivable upon such
transaction (provided that, if the kind or amount of qualifying
employer securities receivable upon such transaction is not the same
for each non-electing share, then the kind and amount so receivable
upon such transaction for each non-electing share shall be the kind
and amount so receivable per share by the plurality of the
non-electing shares). The rights of the Series B Preferred Stock as
preferred stock of such successor or resulting corporation shall
successively be subject to adjustments pursuant to Sections 3 and 9
hereof after any such transaction as nearly equivalent as practicable
to the adjustment provided for by such sections prior to such
transaction. The Corporation shall not consummate any such merger,
consolidation or similar transaction unless all then outstanding
shares of Series B Preferred Stock shall be assumed and authorized by
the successor or resulting corporation as aforesaid.

(B) In the event that the Corporation shall consummate
any consolidation or merger or similar business combination, pursuant
to which the outstanding shares of Common Stock are by operation of
law exchanged for or changed, reclassified or converted into other
stock or securities or cash or any other property, or any combination
thereof, other than any such consideration which is constituted
solely of qualifying employer securities (as referred to in paragraph
(A) of this Section 8) and cash payments, if applicable, in lieu of
fractional shares, outstanding shares of Series B Preferred Stock
shall, without any action on the part of the Corporation or any
holder thereof (but subject to paragraph (C) of this Section 8), be
automatically converted by virtue of such merger, consolidation or
similar transaction immediately prior to such consummation into the
number of shares of Common Stock into which such shares of Series B
Preferred Stock could have been converted at such time so that each
share of Series B Preferred Stock shall by virtue of such transaction
and on the same terms as apply to the holders of Common Stock, be
converted into or exchanged for the aggregate amount of stock,
securities, cash or other property (payable in like kind) receivable
by a holder of the number of shares of Common Stock into which such
shares of Series B Preferred Stock could have been converted
immediately prior to such transaction; provided, however, that if by
virtue of the structure of such transaction, a holder of Common Stock
is required to make an election with respect to the nature and kind
of consideration to be received in such transaction, which election
cannot practicably be made by the holder of the shares of Series B
Preferred Stock, then the shares of Series B Preferred Stock shall,
by virtue of such transaction and on the same terms as apply to the
holders of Common Stock, be converted into or exchanged for the
aggregate amount of stock, securities, cash or other property
(payable in kind) receivable by a holder of the number of shares of
Common Stock into which such shares of Series B Preferred Stock could
have been converted immediately prior to such transaction if such
holder of Common Stock failed to exercise any rights of election as
to the kind or amount of stock, securities, cash or other property
receivable upon such transaction (provided that, if the kind or
amount of stock, securities, cash or other property receivable upon
such transaction is not the same for each non-electing share, then
the kind and amount of stock, securities, cash or other property
receivable upon such transaction for each non-electing share shall be
the kind and amount so receivable per share by a plurality of the
non-electing shares).

(C) In the event the Corporation shall enter into any
agreement providing for any consolidation or merger or similar
business combination described in paragraph (B) of this Section 8,
then the Corporation shall as soon as practicable thereafter (and in
any event at least ten (10) Business Days before consummation of such
transaction) give notice of such agreement and the material terms
thereof to each holder of shares of Series B Preferred Stock and each
such holder shall have the right to elect, by written notice to the
Corporation, to receive, upon consummation of such transaction (if
and when such transaction is consummated), from the Corporation or
the successor of the Corporation, in redemption and retirement of
such Series B Preferred Stock, a cash payment equal to the following
amount per share:

During the Twelve-
Month Period Price Per
Beginning June 29 Share

1989 $39.510
1990 39.234
1991 38.958
1992 38.682
1993 38.406
1994 38.130
1995 37.854
1996 37.578
1997 37.302
1998 37.026

No such notice of redemption shall be effective unless
given to the Corporation prior to the close of business on the fifth
Business Day prior to consummation of such transaction, unless the
Corporation or the successor of the Corporation shall waive such
prior notice, but any notice of redemption so given prior to such
time may be withdrawn by notice of withdrawal given to the
Corporation prior to the close of business on the fifth business day
prior to consummation of such transaction.

Section 9. Anti-dilution Adjustments

(A) In the event the Corporation shall, at any time or
from time to time while any of the shares of Series B Preferred Stock
are outstanding, (i) pay a dividend or make a distribution in respect
of the Common Stock in shares of Common Stock, (ii) subdivide the
outstanding shares of Common Stock, or (iii) combine the outstanding
shares of Common Stock into a smaller number of shares, in each case
whether by reclassification of shares, recapitalization of the
Corporation (including a recapitalization effected by a merger or
consolidation to which Section 8 hereof does not apply) or otherwise,
subject to the provisions of paragraphs (E) and (F) of this Section
9, the Conversion Price in effect immediately prior to such action
shall be adjusted by multiplying such Conversion Price by a fraction,
the numerator of which is the number of shares of Common Stock
outstanding immediately before such event, and the denominator of
which is the number of shares of Common Stock outstanding immediately
after such event. An adjustment made pursuant to this paragraph 9(A)
shall be given effect, upon payment of such a dividend or
distribution, as of the record date for the determination of
stockholders entitled to receive such dividend or distribution (on a
retroactive basis) and in the case of a subdivision or combination
shall become effective immediately as of the effective date thereof.

(B) In the event that the Corporation shall, at any time
or from time to time while any of the shares of Series B Preferred
Stock are outstanding, issue to holders of shares of Common Stock as
a dividend or distribution, including by way of a reclassification of
shares or a recapitalization of the Corporation, any right or warrant
to purchase shares of Common Stock (but not including as such a right
or warrant any security convertible into or exchangeable for shares
of Common Stock) at a purchase price per share less than the Fair
Market Value (as defined in paragraph (G) of this Section 9) of a
share of Common Stock on the date of issuance of such right or
warrant, then, subject to paragraphs (E) and (F) of this Section 9,
the Conversion Price shall be adjusted by multiplying such Conversion
Price 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 number of shares of Common Stock which
could be purchased at the Fair Market Value of a share of Common
Stock at the time of such issuance for the maximum aggregate
consideration payable 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 maximum number of shares of Common Stock
that could be acquired upon exercise in full of all such rights and
warrants.

(C) In the event the Corporation shall, at any time or
from time to time while any of the shares of Series B Preferred Stock
are outstanding, issue, sell or exchange shares of Common Stock
(other than pursuant to any right or warrant to purchase or acquire
shares of Common Stock [including as such a right or warrant any
security convertible into or exchangeable for shares of Common Stock]
and other than pursuant to any employee or director incentive or
benefit plan or arrangement, including any employment, severance or
consulting agreement, of the Corporation or any subsidiary of the
Corporation heretofore or hereafter adopted) for a consideration
having a Fair Market Value, on the date of such issuance, sale or
exchange, less than the Fair Market Value of such shares on the date
of issuance, sale or exchange, then, subject to paragraphs (E) and
(F) of this Section 9, the Conversion Price shall be adjusted by
multiplying such Conversion Price by a fraction the numerator of
which shall be the sum of (i) the Fair Market Value of all the shares
of Common Stock outstanding on the day immediately preceding the
first public announcement of such issuance, sale or exchange plus
(ii) the Fair Market Value of the consideration received by the
Corporation in respect of such issuance, sale or exchange of shares
of Common Stock, and the denominator of which shall be the product of
(a) the Fair Market Value of a share of Common Stock on the day
immediately preceding the first public announcement of such issuance,
sale or exchange multiplied by (b) the sum of the number of shares of
Common Stock outstanding on such day plus the number of shares of
Common Stock so issued, sold or exchanged by the Corporation. In the
event the Corporation shall, at any time or from time to time while
any shares of Series B Preferred Stock are outstanding, issue, sell
or exchange any right or warrant to purchase or acquire shares of
Common Stock (including as such a right or warrant any security
convertible into or exchangeable for shares of Common Stock), other
than any such issuance to holders of shares of Common Stock as a
dividend or distribution (including by way of a reclassification of
shares or a recapitalization of the Corporation) and other than
pursuant to any employee or director incentive or benefit plan or
arrangement (including any employment, severance or consulting
agreement) of the Corporation or any subsidiary of the Corporation
heretofore or hereafter adopted, for a consideration having a Fair
Market Value, on the date of such issuance, sale or exchange, less
than the Non-Dilutive Amount (as hereinafter defined), then, subject
to paragraphs (E) and (F) of this Section 9, the Conversion Price
shall be adjusted by multiplying such Conversion Price by a fraction
the numerator of which shall be the sum of (i) the Fair Market Value
of all the shares of Common Stock outstanding on the day immediately
preceding the first public announcement of such issuance, sale or
exchange plus (ii) the Fair Market Value of the consideration
received by the Corporation in respect of such issuance, sale or
exchange of such right or warrant plus (iii) the Fair Market Value at
the time of such issuance of the consideration which the Corporation
would receive upon exercise in full of all such rights or warrants,
and the denominator of which shall be the product of (i) the Fair
Market Value of a share of Common Stock on the day immediately
preceding the first public announcement of such issuance, sale or
exchange multiplied by (ii) the sum of the number of shares of Common
Stock outstanding on such day plus the maximum number of shares of
Common Stock which could be acquired pursuant to such right or
warrant at the time of the issuance, sale or exchange of such right
or warrant (assuming shares of Common Stock could be acquired
pursuant to such right or warrant at such time).

(D) In the event the Corporation shall, at any time or
from time to time while any of the shares of Series B Preferred Stock
are outstanding, make an Extraordinary Distribution (as defined in
paragraph (G) of this Section 9) in respect of the Common Stock,
whether by dividend, distribution, reclassification of shares or
recapitalization of the Corporation (including a recapitalization or
reclassification effected by a merger or consolidation to which
Section 8 hereof does not apply) or effect a Pro Rata Repurchase (as
defined in paragraph (G) of this Section 9) of Common Stock, the
Conversion Price in effect immediately prior to such Extraordinary
Distribution or Pro Rata Repurchase shall, subject to paragraphs (E)
and (F) of this Section 9, be adjusted by multiplying such Conversion
Price by a fraction the numerator of which is the difference between
(i) the product of (x) the number of shares of Common Stock
outstanding immediately before such Extraordinary Distribution or Pro
Rata Repurchase multiplied by (y) the Fair Market Value of a share of
Common Stock on the day before the ex-dividend date with respect to
an Extraordinary Distribution which is paid in cash and on the
distribution date with respect to an Extraordinary Distribution which
is paid other than in cash, or on the applicable expiration date
(including all extensions thereof) of any tender offer which is a Pro
Rata Repurchase, or on the date of purchase with respect to any Pro
Rata Repurchase which is not a tender offer, as the case may be, and
(ii) the Fair Market Value of the Extraordinary Distribution or the
aggregate purchase price of the Pro Rata Repurchase, as the case may
be, and the denominator of which shall be the product of (a) the
number of shares of Common Stock outstanding immediately before such
Extraordinary Dividend or Pro Rata Repurchase minus, in the case of a
Pro Rata Repurchase, the number of shares of Common Stock repurchased
by the Corporation multiplied by (b) the Fair Market Value of a share
of Common Stock on the day before the ex-dividend date with respect
to an Extraordinary Distribution which is paid in cash and on the
distribution date with respect to an Extraordinary Distribution which
is paid other than in cash, or on the applicable expiration date
(including all extensions thereof) of any tender offer which is a Pro
Rata Repurchase or on the date of purchase with respect to any Pro
Rata Repurchase which is not a tender offer, as the case may be. The
Corporation shall send each holder of Series B Preferred Stock (i)
notice of its intent to make any dividend or distribution and (ii)
notice of any offer by the Corporation to make a Pro Rata Repurchase,
in each case at the same time as, or as soon as practicable after,
such offer is first communicated (including by announcement of a
record date in accordance with the rules of any stock exchange on
which the Common Stock is listed or admitted to trading) to holders
of Common Stock; provided, the Corporation shall give such holders
notice of any dividend or distribution no later than the date upon
which it is required to give notice to any stock exchange, or in the
event notice to any stock exchange is not required, no later than ten
days before the applicable record date. Such notice shall indicate
the intended record date and the amount and nature of such dividend
or distribution, or the number of shares subject to such offer for a
Pro Rata Repurchase and the purchase price payable by the Corporation
pursuant to such offer, as well as the Conversion Price and the
number of shares of Common Stock into which a share of Series B
Preferred Stock may be converted at such time.

(E) Notwithstanding any other provisions of this Section
9, the Corporation shall not be required to make any adjustment to
the Conversion Price unless such adjustment would require an increase
or decrease of at least one percent (1%) in the Conversion Price. Any
lesser adjustment shall be carried forward and shall be made no later
than the time of, and together with, the next subsequent adjustment
which, together with any adjustment or adjustments so carried
forward, shall amount to an increase or decrease of at least one
percent (1%) in the Conversion Price.

(F) If the Corporation shall make any dividend or
distribution on the Common Stock or issue any Common Stock, other
capital stock or other security of the Corporation or any rights or
warrants to purchase or acquire any such security, which transaction
does not result in an adjustment to the Conversion Price pursuant to
the foregoing provisions of this Section 9, the Board of Directors of
the Corporation shall consider whether such action is of such a
nature that an adjustment to the Conversion Price should equitably be
made in respect of such transaction. If in such case the Board of
Directors of the Corporation determines that an adjustment to the
Conversion Price should be made, an adjustment shall be made
effective as of such date, as determined by the Board of Directors of
the Corporation. The determination of the Board of Directors of the
Corporation as to whether an adjustment to the Conversion Price
should be made pursuant to the foregoing provisions of this paragraph
(F), and, if so, as to what adjustment should be made and when, shall
be final and binding on the Corporation and all shareholders of the
Corporation. The Corporation shall be entitled to make such
additional adjustments in the Conversion Price, in addition to those
required by the foregoing provisions of this Section 9, as shall be
necessary in order that any dividend or distribution in shares of
capital stock of the Corporation, subdivision, reclassification or
combination of shares of stock of the Corporation or any
recapitalization of the Corporation shall not be taxable to the
holders of the Common Stock.

(G) For purposes of this amendment to the Amended
Articles of Incorporation, the following definitions shall apply:
"Business Day" shall mean each day that is not a
Saturday, Sunday or a day on which state or federally chartered
banking institutions in New York, New York, are not required to be
open.
"Current Market Price" of publicly traded shares of
Common Stock or any other class of capital stock or other security of
the Corporation or any other issuer for any day shall mean the last
reported sales price, regular way, or, in the event that no sale
takes place on such day, the average of the reported closing bid and
asked prices, regular way, in either case as reported on the New York
Stock Exchange Composite Tape or, if such security is not listed or
admitted to trading on the New York Stock Exchange, on the principal
national securities exchange on which such security is listed or
admitted to trading or, if not listed or admitted to trading on any
national securities exchange, on the National Market System of the
National Association of Securities Dealers, Inc. Automated Quotation
System ("NASDAQ") or, if such security is not quoted on such National
Market System, the average of the closing bid and asked prices on
each such day in the over-the-counter market as reported by NASDAQ
or, if bid and asked prices for such security on each such day shall
not have been reported through NASDAQ, the average of the bid and
asked prices for such day as furnished by any New York Stock Exchange
member firm regularly making a market in such security selected for
such purpose by the Board of Directors of the Corporation or a
committee thereof, in each case, on each trading day during the
Adjustment Period.
"Adjustment Period" shall mean the period of five (5)
consecutive trading days preceding, and including, the date as of
which the Fair Market Value of a security is to be determined. The
"Fair Market Value" of any security which is not publicly traded or
of any other property shall mean the fair value thereof as determined
by an independent investment banking or appraisal firm experienced in
the valuation of such securities or property selected in good faith
by the Board of Directors or a committee thereof, or, if no such
investment banking or appraisal firm is in the good faith judgment of
the Board of Directors or such committee available to make such
determination, as determined in good faith by the Board of Directors
or such committee.
"Extraordinary Distribution" shall mean any dividend or
other distribution to holders of Common Stock (effected while any of
the shares of the Series B Preferred Stock are outstanding) (i) of
cash where the aggregate amount of such cash dividend or distribution
together with the amount of all cash dividends and distributions made
during the preceding period of 12 months, when combined with the
aggregate amount of all Pro Rata Repurchases (for this purpose,
including only that portion of the aggregate purchase price of such
Pro Rata Repurchase which is in excess of the Fair Market Value of
the Common Stock repurchased as determined on the applicable
expiration date (including all extensions thereof) of any tender
offer or exchange offer which is a Pro Rata Repurchase, or the date
of purchase with respect to any other Pro Rata Repurchase which is
not a tender offer or exchange offer made during such period),
exceeds twelve and one-half percent (121/2%) of the aggregate Fair
Market Value of all shares of Common Stock outstanding on the day
before the ex-dividend date with respect to such Extraordinary
Distribution which is paid in cash and on the distribution date with
respect to an Extraordinary Distribution which is paid other than in
cash; provided, that in no event shall a regularly scheduled
quarterly dividend not exceeding 125% of the average quarterly
dividend for the four quarters immediately preceding such dividend
constitute an Extraordinary Distribution resulting in an adjustment
of the Conversion Price hereunder, and/or (ii) of any shares of
capital stock of the Corporation (other than shares of Common Stock),
other securities of the Corporation (other than securities of the
type referred to in paragraph (B) or (C) of this Section 9),
evidences of indebtedness of the Corporation or any other person or
any other property (including shares of any subsidiary of the
Corporation) or any combination thereof. The Fair Market Value of an
Extraordinary Distribution for purposes of paragraph (D) of this
Section 9 shall be equal to the sum of the Fair Market Value of such
Extraordinary Distribution plus the amount of any cash dividends
(other than regularly scheduled dividends not exceeding 125% of the
aggregate quarterly dividends for the preceding period of 12 months)
which are not Extraordinary Distributions made during such 12-month
period and not previously included in the calculation of an
adjustment pursuant to paragraph (D) of this Section 9.
"Fair Market Value" shall mean, as to shares of Common
Stock or any other class of capital stock or securities of the
Corporation or any other issuer which are publicly traded, the
average of the Current Market Prices of such shares or securities for
each day of the Adjustment Period.
"Non-Dilutive Amount" in respect of any issuance, sale
or exchange by the Corporation of any right or warrant to purchase or
acquire shares of Common Stock (including any security convertible
into or exchangeable for shares of Common Stock) shall mean the
difference between (i) the product of the Fair Market Value of a
share of Common Stock on the day preceding the first public
announcement of such issuance, sale or exchange multiplied by the
maximum number of shares of Common Stock which could be acquired on
such date upon the exercise in full of such rights and warrants
(including upon the conversion or exchange of all such convertible or
exchangeable securities), whether or not exercisable (or convertible
or exchangeable) at such date, and (ii) the aggregate amount payable
pursuant to such right or warrant to purchase or acquire such maximum
number of shares of Common Stock; provided, however, that in no event
shall the Non-Dilutive Amount be less than zero. For purposes of the
foregoing sentence, in the case of a security convertible into or
exchangeable for shares of Common Stock, the amount payable pursuant
to a right or warrant to purchase or acquire shares of Common Stock
shall be the Fair Market Value of such security on the date of the
issuance, sale or exchange of such security by the Corporation.
"Pro Rata Repurchase" shall mean any purchase of shares
of Common Stock by the Corporation or any subsidiary thereof, whether
for cash, shares of capital stock of the Corporation, other
securities of the Corporation, evidences of indebtedness of the
Corporation or any other person or any other property (including
shares of a subsidiary of the Corporation), or any combination
thereof, effected while any of the shares of Series B Preferred Stock
are outstanding, pursuant to any tender offer or exchange offer
subject to Section 13(e) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), or any successor provision of law, or
pursuant to any other offer available to substantially all holders of
Common Stock, other than any such purchase effected prior to June 29,
1989; provided, however, that no purchase of shares by the
Corporation or any subsidiary thereof made in open market
transactions shall be deemed a Pro Rata Repurchase. For purposes of
this paragraph (G) of this Section 9, shares shall be deemed to have
been purchased by the Corporation or any subsidiary thereof "in open
market transactions" if they have been purchased substantially in
accordance with the requirements of Rule 10b-18 as in effect under
the Exchange Act on the date shares of Series B Preferred Stock are
initially issued by the Corporation, or on such other terms and
conditions as the Board of Directors or a committee thereof shall
have determined are reasonably designed to prevent such purchases
from having a material effect on the trading market for the Common
Stock.

(H) In the event that the Board of Directors of the
Corporation adjusts the number of outstanding shares of Series B
Preferred Stock in accordance with Section 3 hereof, then in lieu of
any other adjustment to the Conversion Price pursuant to this Section
9, the Board of Directors of the Corporation may make such other
adjustments as they deem appropriate. The determination of the Board
of Directors of the Corporation as to whether an adjustment should be
made pursuant to the foregoing sentence of this paragraph (H), and,
if so, as to what adjustment should be made and when, shall be final
and binding on the Corporation and all shareholders of the
Corporation.

(I) Whenever an adjustment to the Conversion Price and
the related voting rights of Series B Preferred Stock is required
pursuant to this Amendment, the Corporation shall forthwith place on
file with the transfer agent for the Common Stock and the Series B
Preferred Stock, and with the Secretary of the Corporation, a
statement signed by two officers of the Corporation stating the
adjusted Conversion Price determined as provided herein and the
resulting conversion ratio, and the voting rights (as appropriately
adjusted), of the Series B Preferred Stock. Such statement shall set
forth in reasonable detail such facts as shall be necessary to show
the reason and the manner of computing such adjustment, including any
determination of Fair Market Value involved in such computation.
Promptly after each adjustment to the Conversion Price and the
related voting rights of the shares of the Series B Preferred Stock,
the Corporation shall mail a notice thereof and of the then
prevailing conversion ratio to each holder of shares of Series B
Preferred Stock.

Section 10. Ranking; Attributable Capital and Adequacy of Surplus;
Retirement of Shares

(A) The Series B Preferred Stock shall rank senior to
the Common Stock as to the payment of dividends and the distribution
of assets on liquidation, dissolution and winding up of the
Corporation, and, unless otherwise provided in the Amended Articles,
as the same may be amended, or a Certificate of Amendment relating to
a subsequent series of Preferred Stock without par value, of the
Corporation, the Series B Preferred Stock shall rank junior to all
series of the Corporation's Preferred Stock, without par value, as to
the payment of dividends and the distribution of assets on
liquidation, dissolution or winding up.

(B) In addition to any vote of shareholders required by
law or by Section 3(B) of this Amendment, the vote of the holders of
a majority of the outstanding shares of Series B Preferred Stock
shall be required to increase the par value of the Common Stock or
otherwise increase the capital of the Corporation allocable to the
Common Stock for the purpose of the Indiana Business Corporation Law
("BCL") if, as a result thereof, the surplus of the Corporation for
purposes of the BCL would be less than the amount of Preferred
Dividends that would accrue on the then outstanding shares of Series
B Preferred Stock during the following three years.

(C) Any shares of Series B Preferred Stock acquired by
the Corporation by reason of the conversion or redemption of such
shares as herein provided, or otherwise so acquired, shall be retired
as shares of Series B Preferred Stock and restored to the status of
authorized but unissued shares of Preferred Stock, without par value,
of the Corporation, undesignated as to series, and may thereafter be
reissued as part of a new series of such Preferred Stock as permitted
by law.

Section 11. Miscellaneous

(A) All notices referred to herein shall be in writing,
and all notices hereunder shall be deemed to have been given upon the
earlier of delivery thereof if by hand delivery, by courier or by
standard form of telecommunication or three (3) Business Days after
the mailing thereof if sent by registered mail (unless first-class
mail shall be specifically permitted for such notice under the terms
hereof) with postage prepaid, addressed: (i) if to the Corporation,
to its office at 345 South High Street, P.O. Box 2407, Muncie,
Indiana 47302-0407 (Attention: General Counsel), or to the transfer
agent for the Series B Preferred Stock, or other agent of the
Corporation designated as permitted hereby or (ii) if to any holder
of the Series B Preferred Stock or Common Stock, as the case may be,
to such holder at the address of such holder as listed in the stock
record books of the Corporation (which may include the records of any
transfer agent for the Series B Preferred Stock or Common Stock, as
the case may be) or (iii) to such other address as the Corporation or
any such holder, as the case may be, shall have designated by notice
similarly given.

(B) The term "Common Stock" as used in this Amendment
means the Corporation's Common Stock, without par value, as the same
exists at the date of filing of this Amendment, or any other class of
stock resulting from successive changes or reclassifications of such
Common Stock consisting solely of changes in par value, or from par
value to no par value, or from no par value to par value. In the
event that, at any time as a result of an adjustment made pursuant to
Section 9 hereof, the holder of any share of Series B Preferred Stock
upon thereafter surrendering such shares for conversion, shall become
entitled to receive any shares or other securities of the Corporation
other than shares of Common Stock, the Conversion Price in respect of
such other shares or securities so receivable upon conversion of
Series B Preferred Stock shall thereafter be adjusted, and shall be
subject to further adjustment from time to time, in a manner and on
terms as nearly equivalent as practicable to the provisions with
respect to Common Stock contained in Section 9 hereof, and the
provisions of Sections 1 through 8, 10 and 11 of this Amendment with
respect to the Common Stock shall apply on like or similar terms to
any such other shares or securities.

(C) The Corporation shall pay any and all stock transfer
and documentary stamp taxes that may be payable in respect of any
issuance or delivery of shares of Series B Preferred Stock or shares
of Common Stock or other securities issued on account of Series B
Preferred Stock pursuant hereto or certificates representing such
shares or securities. The Corporation shall not, however, be required
to pay any such tax which may be payable in respect of any transfer
involved in the issuance or delivery of shares of Series B Preferred
Stock or Common Stock or other securities in a name other than that
in which the shares of Series B Preferred Stock with respect to which
such shares or other securities are issued or delivered were
registered, or in respect of any payment to any person with respect
to any such shares or securities other than a payment, to the
registered holder thereof, and shall not be required to make any such
issuance, delivery or payment unless and until the person otherwise
entitled to such issuance, delivery or payment has paid to the
Corporation the amount of any such tax or has established, to the
satisfaction of the Corporation, that such tax has been paid or is
not payable.

(D) In the event that a holder of shares of Series B
Preferred Stock shall not by written notice designate the name in
which shares of Common Stock to be issued upon conversion of such
shares should be registered or to whom payment upon redemption of
shares of Series B Preferred Stock should be made or the address to
which the certificate or certificates representing such shares, or
such payment, should be sent, the Corporation shall be entitled to
register such shares, and make such payment, in the name of the
holder of such Series B Preferred Stock as shown on the records of
the Corporation and to send the certificate or certificates
representing such shares, or such payment, to the address of such
holder shown on the records of the Corporation.

(E) Unless otherwise provided in the Amended Articles
of Incorporation, as the same may be amended, of the Corporation, all
payments in the form of dividends, distributions on voluntary or
involuntary dissolution, liquidation or winding up or otherwise made
upon the Series B Preferred Stock and any other stock ranking on a
parity with the Series B Preferred Stock with respect to such
dividend or distribution shall be pro rata, so that amounts paid per
share of Series B Preferred Stock and such other stock shall in all
cases bear to each other the same ratio that the required dividends,
distributions or payments, as the case may be, then payable per share
on the Series B Preferred Stock and such other stock bear to each
other.

(F) The Corporation may appoint, and from time to time
discharge and change, a transfer agent for the Series B Preferred
Stock. Upon any such appointment or discharge of a transfer agent,
the Corporation shall send notice thereof by hand delivery, by
courier, by standard form of telecommunication or by first-class mail
(postage prepaid), to each holder of record of Series B Preferred
Stock.

5. (Added by amendment on November 26, 1990)
Five hundred three (503) shares of Preferred Stock shall be
designated as "Series C Adjustable Rate Cumulative Preferred Stock" and shall
have preferences, limitations, and relative voting and other rights as follows:

Section 1. Designation and Amount.

The shares of such series shall be designated "Series C
Adjustable Rate Cumulative Preferred Stock" (such series being
hereafter sometimes called the "Series C Preferred Stock"), and the
number of shares constituting such series shall initially be 503.

Section 2. Dividends and Distributions.

(A) The holders of shares of Series C Preferred Stock
shall be entitled to receive, when, as and if declared by the Board
of Directors of the Corporation (the "Board of Directors") out of
funds legally available therefor, for each dividend period commencing
on each December 1, March 1, June 1 and September 1 after November
30, 1990, and ending on and including the day next preceding the
first day of the next dividend period (such period, together with
each of such other periods, being referred to herein individually as
a "Dividend Period," and collectively as the "Dividend Periods")
dividends at a rate per annum for each Dividend Period equal to the
Applicable Rate (as defined in Section 3) in respect of such Dividend
Period. The amount of dividend per share payable for any portion of a
Dividend Period less than the full Dividend Period shall be computed
on the basis of a 360-day year of twelve 30-day months and the actual
number of days elapsed in the period for which the dividends are
payable, and by applying the Applicable Rate against $100,000. The
amount of dividend per share payable for each full Dividend Period
shall be computed by dividing the Applicable Rate for each Dividend
Period by four and applying such resulting rate against $100,000.
Dividends as provided for in this Section 2 will accrue from December
1, 1990, and will be payable when, as and if declared by the Board of
Directors of the Corporation, out of funds legally available
therefor, quarterly on the last day in February, May 31, August 31
and November 30, in each year (each such date being referred to
herein as a "Dividend Payment Date"), commencing February 28, 1991,
to the holders of record at the start of business on the relevant
record date. The relevant record date for the payment of dividends
shall, unless otherwise altered by the Board of Directors, be the
February 15, May 15, August 15 and November 15, as the case may be,
immediately preceding the relevant Dividend Payment Date. If so
altered by the Board of Directors, notice of such altered relevant
record date will be given to the record holders of the Series C
Preferred Stock not less than 5 days prior thereto. In the event that
any Dividend Payment Date shall fall on any day other than a business
day, the dividend payment due on such Dividend Payment Date shall be
paid on the business day immediately following such Dividend Payment
Date. As used herein, "business day" shall mean any day other than a
Saturday or a Sunday or a day on which banking organizations in the
Borough of Manhattan, The City of New York, are authorized or
obligated by law, regulation or executive order to close. Dividends
as provided for in this Section 2 shall accrue whether or not there
shall be funds legally available therefor and whether or not
declared. Accrued but unpaid dividends shall cumulate as of the
Dividend Payment Date on which they first become payable, but no
interest shall accrue on accumulated but unpaid dividends. Accrued
and unpaid dividends for any past Dividend Periods may be declared
and paid at any time, without reference to any regular Dividend
Payment Date, to holders of record on such date not more than sixty
(60) days and not less than ten (10) days preceding the payment date
thereof as may be fixed by the Board of Directors. Notice of any such
record date shall be given to the record holders of the Series C
Preferred Stock not less than 15 days prior thereto.

(B) If, and for so long as, a dividend accrued upon any
shares of Series C Preferred Stock or any other outstanding Preferred
Stock of the Corporation ranking on a parity with the Series C
Preferred Stock as to dividends, has not been declared and paid or
set apart for payment, all dividends or other distributions in
respect of each such series of stock shall only be declared and paid
or set apart for payment ratably in proportion to the respective
amounts of accumulated and unpaid dividends on the shares of each
such series of stock. If, and for so long as, a dividend accrued upon
any shares of Series C Preferred Stock, or any other series of stock
of the Corporation ranking on a parity with the Series C Preferred
Stock as to dividends, has not been declared and paid or set apart
for payment: (i) no dividends (in cash, stock or other property)
shall be declared and paid or set apart for payment or any other
distribution made, either directly or indirectly, upon any stock of
the Corporation ranking junior to the Series C Preferred Stock as to
dividends nor shall any stock ranking junior to the Series C
Preferred Stock as to dividends be redeemed, purchased, or otherwise
acquired for consideration (including pursuant to sinking fund
requirements ), either directly or indirectly, nor shall funds be set
apart therefor; provided, however, that the foregoing clause (i)
shall not apply to (1) dividends or distributions in stock of the
Corporation ranking junior to the Series C Preferred Stock as to
dividends and upon liquidation, dissolution or winding up, (2) the
acquisition of such shares ranking junior to the Series C Preferred
Stock by conversion into or exchange for solely stock of the
Corporation ranking junior to the Series C Preferred Stock as to
dividends and upon liquidation, dissolution or winding up or (3) the
declaration of a dividend or distribution of any right to holders of
Common Stock to purchase one one-hundredth of a share of Series A
Junior Participating Preferred Stock of the Corporation (or other
securities in lieu thereof) pursuant to the Amended and Restated
Rights Agreement, dated as of January 23, 1990, between the
Corporation and First Chicago Trust Company of New York (as such
agreement may be amended) or any similar rights issued pursuant to a
similar agreement ("Rights"), the issuing of Rights in connection
with any stock ranking junior to or on parity with the Series C
Preferred Stock as to dividends, or the redemption of such Rights for
cash; and (ii) no stock of the Corporation ranking on a parity with
the Series C Preferred Stock as to dividends may be (a) redeemed
pursuant to a sinking fund or otherwise, except (1) by means of a
redemption pursuant to which all outstanding shares of the Series C
Preferred Stock and all stock of the Corporation ranking on a parity
with the Series C Preferred Stock as to dividends are redeemed or
pursuant to which a pro rata redemption is made from all holders of
the Series C Preferred Stock and all stock of the Corporation ranking
on a parity with the Series C Preferred Stock as to dividends, the
amount allocable to each series of such stock being determined on the
basis of the aggregate liquidation preference of the outstanding
shares of each series and the shares of each series being redeemed
only on a pro rata basis, or (2) by conversion of such parity stock
into, or exchange of such parity stock for, solely stock of the
Corporation ranking junior to the Series C Preferred Stock as to
dividends and upon liquidation, dissolution or winding up, or (b)
purchased or otherwise acquired for any consideration by the
Corporation except (1) pursuant to an acquisition made pursuant to
the terms of one or more offers to purchase all of the outstanding
shares of the Series C Preferred Stock and all stock of the
Corporation ranking on a parity with the Series C Preferred Stock as
to dividends (which offers shall describe such proposed acquisition
of all such parity stock), which offers shall each have been accepted
by the holders of at least 50% of the shares of each series or class
of stock receiving such offer outstanding at the commencement of the
first such offer, or (2) by conversion of such parity stock into, or
exchange of such parity stock for, stock of the Corporation ranking
junior to the Series C Preferred Stock as to dividends and upon
liquidation, dissolution, or winding up. The Corporation shall not
permit any subsidiary to purchase or otherwise acquire for
consideration any shares of stock of the Corporation unless the
Corporation could, under paragraph (B) of this Section 2, purchase or
otherwise acquire such shares at such time and in such manner.

Section 3. Applicable Rate.

(A) Except as provided in this paragraph (A), the
dividend rate referred to in Section 2(A) for any Dividend Period
(the "Applicable Rate") shall, during the Dividend Period commencing
on the dates indicated below, be equal to the number of basis points
indicated below,

Date of Commencement Number of
of Dividend Period Basis Points
December 1, 1990 100
March 1, 1991 150
June 1, 1991 200
September 1, 1991 250
December 1, 1991 300
and each Dividend Period
commencing thereafter

in each case over the highest of the Treasury Bill Rate, the Ten Year
Constant Maturity Rate and the Thirty Year Constant Maturity Rate
(each as hereinafter defined and each being hereinafter referred to
as a "Base Rate," and collectively as the "Base Rates") for such
Dividend Period. If one or more of such Base Rates cannot be
determined for any Dividend Period, then the Applicable Rate for such
Dividend Period shall be equal to the then applicable number of basis
points over the higher of whichever of such Base Rates can be so
determined. If none of such Base Rates can be determined for any
Dividend Period, then the Applicable Rate for such Dividend Period
shall be equal to the then applicable number of basis points over the
Base Rate applicable to the preceding Dividend Period.

(B) Except as provided below in this paragraph (B), the
"Treasury Bill Rate" for each Dividend Period shall be the arithmetic
average of the two most recent weekly per annum market discount rates
(or the one weekly per annum market discount rate, if only one such
rate shall be published during the relevant Calendar Period, as
hereinafter defined) for three-month U.S. Treasury bills, as
published by the Board of Governors of the Federal Reserve System
(the "Federal Reserve Board") during the Calendar Period immediately
prior to the ten (10) calendar days immediately preceding November
30, the last day in February, May 31 and August 31, as the case may
be, prior to the Dividend Period for which the dividend rate on the
Series C Preferred Stock is being determined. If the Federal Reserve
Board does not publish such a weekly per annum market discount rate
during any such Calendar Period, then the Treasury Bill Rate for such
Dividend Period shall be the arithmetic average of the two most
recent weekly per annum market discount rates (or the one weekly per
annum market discount rate, if only one such rate shall be published
during the relevant Calendar Period) for three-month U.S. Treasury
bills, as published during such Calendar Period by any Federal
Reserve Bank or by any U.S. Government department or agency selected
by the Corporation. If a per annum market discount rate for
three-month U.S. Treasury bills shall not be so published by the
Federal Reserve Board or by any Federal Reserve Bank or by any U.S.
Government department or agency during such Calendar Period, then the
Treasury Bill Rate for such Dividend Period shall be the arithmetic
average of the two most recent weekly per annum market discount rates
(or the one weekly per annum market discount rate, if only one such
rate shall be published during the relevant Calendar Period) for all
of the U.S. Treasury bills then having maturities of not less than
eighty (80) nor more than one hundred (100) days, as published during
such Calendar Period by the Federal Reserve Board or, if the Federal
Reserve Board shall not publish such rates, by any Federal Reserve
Bank or by any U.S. Government department or agency selected by the
Corporation. If no such U.S. Treasury bill rates are published as
provided above during such Calendar Period, then the Treasury Bill
Rate for such Dividend Period shall be the arithmetic average of the
per annum market discount rates based upon the closing bids during
such Calendar Period for each of the issues of marketable
non-interest bearing U.S. Treasury securities with a maturity of not
less than eighty (80) nor more than one hundred (100) days from the
date of each such quotation, as chosen and quoted daily for each
business day in New York City (or less frequently if daily quotations
shall not be generally available) to the Corporation by at least
three leading dealers in the U.S. Government securities selected by
the Corporation. If the Treasury Bill Rate for any Dividend Period
cannot be determined as provided above in this paragraph (B), the
Treasury Bill Rate for such Dividend Period shall be the arithmetic
average of the per annum market discount rates based upon the closing
bids during such Calendar Period for each of the issues of marketable
interest-bearing U.S. Treasury securities with a maturity of not less
than eighty (80) nor more than one hundred (100) days from the date
of each such quotation, as chosen and quoted daily for each business
day in New York City (or less frequently if daily quotations shall
not be generally available) to the Corporation by at least three
leading dealers in U.S. Government securities selected by the
Corporation.

(C) Except as provided below in this paragraph (C), the
"Ten Year Constant Maturity Rate" for each Dividend Period shall be
the arithmetic average of the two most recent weekly per annum Ten
Year Average Yields, as hereinafter defined (or the one weekly per
annum Ten Year Average Yield, if only one such Yield shall be
published during the relevant Calendar Period), as published by the
Federal Reserve Board during the Calendar Period immediately prior to
the ten (10) calendar days immediately preceding November 30, the
last day of February, May 31 and August 31, as the case may be, prior
to the Dividend Period for which the dividend rate on the Series C
Preferred Stock is being determined. If the Federal Reserve Board
does not publish such a weekly per annum Ten Year Average Yield
during any such Calendar Period, then the Ten Year Constant Maturity
Rate for such Dividend Period shall be the arithmetic average of the
two most recent weekly per annum Ten Year Average Yields (or the one
weekly per annum Ten Year Average Yield, if only one such Yield shall
be published during the relevant Calendar Period), as published
during such Calendar Period by any Federal Reserve Bank or by any
U.S. Government department or agency selected by the Corporation. If
a per annum Ten Year Average Yield shall not be so published by the
Federal Reserve Board or by any Federal Reserve Bank or by any U.S.
Government department or agency during such Calendar Period, then the
Ten Year Constant Maturity Rate for such Dividend Period shall be the
arithmetic average of the two most recent weekly per annum average
yields to maturity (or the one weekly average yield to maturity, if
only one such yield shall be published during the relevant Calendar
Period) for all of the actively traded marketable U.S. Treasury fixed
interest rate securities (other than Special Securities, as
hereinafter defined) then having maturities of not less than eight
(8) nor more than twelve (12) years, as published during such
Calendar Period by the Federal Reserve Board or, if the Federal
Reserve Board shall not publish such yields, by any Federal Reserve
Bank or by any U.S. Government department or agency selected by the
Corporation. If the Ten Year Constant Maturity Rate for any Dividend
Period cannot be determined as provided above in this paragraph (C),
then the Ten Year Constant Maturity Rate for such Dividend Period
shall be the arithmetic average of the per annum average yields to
maturity based upon the closing bids during such Calendar Period for
each of the issues of actively traded marketable U.S. Treasury fixed
interest rate securities (other than Special Securities) with a final
maturity date not less than eight (8) nor more than twelve (12) years
from the date of each such quotation, as chosen and quoted daily for
each business day in New York City (or less frequently if daily
quotations shall not be generally available) to the Corporation by at
least three leading dealers in U.S. Government securities selected by
the Corporation.

(D) Except as provided below in this paragraph (D), the
"Thirty Year Constant Maturity Rate" for each Dividend Period shall
be the arithmetic average of the two most recent weekly per annum
Thirty Year Average Yields, as hereinafter defined (or the one weekly
per annum Thirty Year Average Yield, if only one such Yield shall be
published during the relevant Calendar Period), as published by the
Federal Reserve Board during the Calendar Period immediately prior to
the ten (10) calendar days immediately preceding November 30, the
last day of February, May 31 and August 31, as the case may be, prior
to the Dividend Period for which the dividend rate on the Series C
Preferred Stock is being determined. If the Federal Reserve Board
does not publish such a weekly per annum Thirty Year Average Yield
during any such Calendar Period, then the Thirty Year Constant
Maturity Rate for such Dividend Period shall be the arithmetic
average of the two most recent weekly per annum Thirty Year Average
Yields (or the one weekly per annum Thirty Year Average Yield, if
only one such Yield shall be published during the relevant Calendar
Period), as published during such Calendar Period by any Federal
Reserve Bank or by any U.S. Government department or agency selected
by the Corporation. If a per annum Thirty Year Average Yield shall
not be published by the Federal Reserve Board or by any Federal
Reserve Bank or by any U.S. Government department or agency during
such Calendar Period, then the Thirty Year Constant Maturity Rate for
such Dividend Period shall be the arithmetic average of the two most
recent weekly per annum average yields to maturity (or the one weekly
average yield to maturity, if only one such Yield shall be published
during the relevant Calendar Period) for all of the actively traded
marketable U.S. Treasury fixed interest rate securities (other than
Special Securities) then having maturities of not less than
twenty-eight (28) nor more than thirty-two (32) years, as published
during such Calendar Period by the Federal Reserve Board or, if the
Federal Reserve Board shall not publish such yields, by any Federal
Reserve Bank or by any U.S. Government department or agency selected
by the Corporation. If the Thirty Year Constant Maturity Rate for any
Dividend Period cannot be determined as provided above in this
paragraph (D), then the Thirty Year Constant Maturity Rate for such
Dividend Period shall be the arithmetic average of the per annum
average yields to maturity based upon the closing bids during such
Calendar Period for each of the issues of actively traded marketable
U.S. Treasury fixed interest rate securities (other than Special
Securities) with a final maturity date not less than twenty-eight
(28) nor more than thirty-two (32) years from the date of each such
quotation, as chosen and quoted daily for each business day in New
York City (or less frequently if daily quotations shall not be
generally available) to the Corporation by at least three leading
dealers in U.S. Government securities selected by the Corporation.

(E) The Treasury Bill Rate, the Ten Year Constant
Maturity Rate and the Thirty Year Constant Maturity Rate shall each
be rounded to the nearest five hundredths of a percentage point.

(F) The Applicable Rate with respect to each Dividend
period will be calculated as promptly as practicable by the
Corporation according to the appropriate method described herein. The
Corporation will cause notice of such Applicable Rate to be included
with the dividend payment checks next mailed to the holders of the
Series C Preferred Stock.

(G) For purposes of this Section (3), the weekly per
annum market discount rate for three-month U.S. Treasury bills shall
be the secondary market rate and the term:

(i) "Calendar Period" shall mean fourteen (14)
calendar days;

(ii) "Special Securities" shall mean securities
which can, at the option of the holder, be surrendered at face value
in payment of any Federal estate tax or which provide tax benefits to
the holder and are priced to reflect such tax benefits or which were
originally issued at a deep or substantial discount;

(iii) "Ten Year Average Yield" shall mean the
average yield to maturity for actively traded marketable U.S.
Treasury fixed interest rate securities (adjusted to constant
maturities of ten (10) years); and

(iv) "Thirty Year Average Yield" shall mean the
average yield to maturity for actively traded marketable U.S.
Treasury fixed interest rate securities (adjusted to constant
maturities of thirty years).

Section 4. Voting Rights.

(A) Except as provided herein or as required by the
Indiana Business Corporation Law (the "BCL"), the Series C Preferred
Stock shall not have any right to vote for the election of directors
or for any other purpose. On any matters on which the holders of the
Series C Preferred Stock shall be entitled to vote, they shall be
entitled to one vote for each share held.

(B) So long as the Series C Preferred Stock is
outstanding, the Corporation shall not, without the affirmative vote
or consent of the holders of a majority of all outstanding shares of
Series C Preferred Stock voting separately as a series, (a) amend,
alter or repeal any provision of the Amended Articles of
Incorporation of the Corporation (the "Amended Articles") so as to
materially adversely affect the preferences, limitations and relative
voting and other rights of the Series C Preferred Stock or the
holders thereof or (b) authorize a class or series of stock ranking
senior to the Series C Preferred Stock in respect of payment of
dividends or upon liquidation, dissolution or winding up ("Senior
Stock"), create any series of stock pursuant to Section 23-1-25-2 of
the BCL which is Senior Stock or reclassify any shares of stock of
the Corporation that rank junior to, or on a parity with, the Series
C Preferred Stock as to dividends or upon liquidation, dissolution or
winding up into shares of Senior Stock, unless, in any case,
concurrently with the issuance of the Senior Stock, the Series C
Preferred Stock is redeemed pursuant to Section 6. The Series C
Preferred Stock shall be entitled to vote as a series (the
affirmative vote or consent of the holders of at least a majority of
the outstanding shares of Series C Preferred Stock being required) on
any reclassification of the Series C Preferred Stock and on any other
matter with respect to which the Corporation's Board of Directors
shall direct (whether together with another class or series of the
stock of the Corporation or by itself) that the Series C Preferred
Stock is to be voted as a separate class or series. The following
shall specifically be deemed not to require a vote by the holders of
the Series C Preferred Stock under the BCL: (i) the authorization or
issuance of any shares of Common Stock or of any series of preferred
stock established pursuant to Section 23-1-25-2 of the BCL except as
prohibited pursuant to clause (b) above; (ii) the authorization,
issuance or increase in the amount of any bonds, mortgages,
debentures or other obligations of the Corporation; (iii) any merger
or consolidation involving the Corporation, except as prohibited
pursuant to clause (b) above or except as provided in the following
paragraph; or (iv) any reclassification of any stock ranking junior
to, or on a parity with, the Series C Preferred Stock not prohibited
pursuant to clause (b) above.
The affirmative vote or consent of the holders of
a majority of the outstanding shares of Series C Preferred Stock,
voting or consenting separately as a series, shall be required to
approve any merger or consolidation of the Corporation with or into
any other corporation in which the Corporation is not the surviving
entity unless (i) the terms of such merger or consolidation provide
that the terms of the Series C Preferred Stock shall remain unchanged
and (ii) the Series C Preferred Stock is, after such merger or
consolidation, on a parity with or senior to any other class or
series of capital stock authorized by the surviving corporation as to
dividends and upon liquidation, dissolution or winding up, other than
Senior Stock of the Corporation outstanding immediately preceding
such merger or consolidation (or the shares into which Senior Stock
is converted as a result of such merger or consolidation). The
foregoing provision shall not, however, apply to a purchase or other
acquisition of the Corporation by another corporation in any manner
which does not involve a statutory merger or consolidation, and the
Series C Preferred Stock shall have no voting rights whatsoever in
the case of any such purchase or acquisition.

(C) (i) If at any time accrued dividends payable on any
Series C Preferred Stock in an amount equal to six (6) quarterly
dividends thereon (whether or not consecutive) shall have not been
declared and paid or set apart for payment, the occurrence of such
contingency shall mark the beginning of a period (herein called a
"default period") which shall extend until such time when all accrued
and unpaid dividends for all previous Dividend Periods and for the
then current Dividend Period on all shares of Series C Preferred
Stock then outstanding shall have been declared and paid or set apart
for payment. During each default period, holders of Series C
Preferred Stock, voting as a single class, with holders of shares of
Series A Junior Participating Preferred Stock and any other series of
Preferred Stock of the Corporation which pursuant to its terms is to
so vote as part of the class with the Series C Preferred, to the
extent that like default voting rights have become exercisable
thereon (such stock voting as a single class and on which like
default voting rights have become exercisable being referred to in
this Section 4(c) as "Arrears Stock"), shall have the right to elect
two (2) directors.

(ii) During any default period, such voting right
of the holders of Arrears Stock may be exercised initially at a
special meeting called pursuant to subparagraph (iii) of this
paragraph (C) or at any annual meeting of shareholders, and
thereafter at annual meetings of shareholders, provided that such
voting right shall not be exercised unless the holders of ten percent
(10%) in aggregate liquidation value of Arrears Stock outstanding
shall be present in person or by proxy. The absence of a quorum of
the holders of Common Stock shall not affect the exercise by the
holders of Arrears Stock of such voting right. At any meeting at
which the holders of Arrears Stock shall exercise such voting right
initially during an existing default period, they shall have the
right, voting as a class, to elect directors to fill such vacancies,
if any, in the Board of Directors as may then exist up to two (2)
directors or, if such right is exercised at an annual meeting, to
elect two (2) directors. If the number of vacancies on the Board of
Directors to be filled at the time of the special meeting is less
than two (2), the holders of Arrears Stock shall have the right to
make such increase in the number of directors as shall be necessary
to permit the election by them of the required number. After the
holders of Arrears Stock shall have exercised their right to elect
directors in any default period and during the continuance of such
period, the number of directors shall not be increased or decreased
except by vote of the holders of Arrears Stock as herein provided or
pursuant to the rights of any equity securities ranking senior to
each series of the Arrears Stock.

(iii) Unless the holders of Arrears Stock shall,
during an existing default period, have previously exercised their
right to elect directors, the Board of Directors may order, or any
shareholder or shareholders owning in the aggregate not less than ten
percent (10%) of the aggregate liquidation value of Arrears Stock
outstanding may request, the calling of a special meeting of the
holders of Arrears Stock, which meeting shall thereupon be called by
the President, a Vice President or the Corporate Secretary of the
Corporation. Notice of such meeting and of any annual meeting at
which holders of Arrears Stock are entitled to vote pursuant to this
paragraph (C) shall be given to each holder of record of Arrears
Stock by mailing a copy of such notice to him at his last address as
the same appears on the books of the Corporation. Such meeting shall
be called for a time not earlier than 20 days and not later than 60
days after such order or request or in default of the calling of such
meeting within 60 days after such order or request, such meeting may
be called on similar notice by any shareholder or shareholders owning
in the aggregate not less than ten percent (10%) of the aggregate
liquidation value of Arrears Stock outstanding. Notwithstanding the
provisions of this paragraph (C), no such special meeting shall be
called during the period within 60 days immediately preceding the
date fixed for the next annual meeting of shareholders.

(iv) In any default period, the holders of Common
Stock, and other classes of stock of the Corporation if applicable,
shall continue to be entitled to elect the whole number of directors
until the holders of Arrears Stock shall have exercised their right
to elect two (2) directors voting as a class, after the exercise of
which right (x) the directors so elected by the holders of Arrears
Stock shall continue in office until their successors shall have been
elected by such holders or until the expiration of the default
period, and (y) any vacancy in the Board of Directors may, except as
provided in subparagraph (ii) of this paragraph (C), be filled by
vote of a majority of the remaining directors theretofore elected by
the holders of the class of stock which elected the director whose
office shall have become vacant. References in this paragraph (C) to
directors elected by the holders of a particular class of stock shall
include directors elected by such directors to fill vacancies as
provided in clause (y) of the foregoing sentence.


Section 5. Liquidation, Dissolution or Winding Up.

(A) Upon any liquidation (voluntary or involuntary),
dissolution or winding up of the Corporation, the holders of Series C
Preferred Stock shall be entitled to receive out of assets of the
Corporation which remain after satisfaction in full of all valid
claims of creditors of the Corporation and which are available for
payment to shareholders, and subject to the rights of the holders of
any stock of the Corporation ranking senior to or on a parity with
the Series C Preferred Stock in respect of distributions upon
liquidation, dissolution or winding up of the Corporation, before any
amount shall be paid to or distributed among the holders of Common
Stock or any other shares ranking junior to the Series C Preferred
Stock in respect of distributions upon liquidation, dissolution or
winding up of the Corporation, liquidating distributions in the
amount of $100,000 per share, plus an amount equal to all accrued and
unpaid dividends thereon to the date fixed for distribution, and no
more. If upon any liquidation, dissolution or winding up of the
Corporation, the amounts payable with respect to the Series C
Preferred Stock and any other stock ranking as to any such
distribution on a parity with the Series C Preferred Stock are not
paid in full, the holders of Series C Preferred Stock and such other
stock shall share ratably in any distribution of assets in proportion
to the full respective preferential amounts to which they are
entitled. After payment of the full amount to which they are entitled
as provided by the foregoing provisions of this paragraph (A), the
holders of Series C Preferred Stock shall not be entitled to any
further right or claim to any of the remaining assets of the
Corporation.

(B) Neither the merger or consolidation of the
Corporation with or into any other corporation, nor the merger or
consolidation of any other corporation with or into the Corporation,
nor the sale, lease, exchange or other transfer or conveyance of all
or any portion of the assets of the Corporation, shall be deemed to
be a dissolution, liquidation or winding up of the affairs of the
Corporation for purposes of this Section 5.

Section 6. Redemption.

(A) The Series C Preferred Stock shall be redeemable, in
whole or in part, at the option of the Corporation, to the extent
that the Corporation shall have funds legally available for such
payment, at any time at $100,000 per share, plus an amount equal to
all accrued and unpaid dividends thereon to the date fixed for
redemption. Payment of the redemption price shall be made by the
Corporation in cash. If on or before the date fixed for redemption
the consideration for any such redemption shall have been set apart
so as to be available therefor then, from and after the date fixed
for redemption, dividends on shares of Series C Preferred Stock
called for redemption will cease to accrue, such shares of Series C
Preferred Stock will no longer be deemed to be outstanding and all
rights in respect of such shares of Series C Preferred Stock shall
cease, except the right to receive the redemption price. If less than
all of the outstanding shares of Series C Preferred Stock are to be
redeemed, the Corporation shall either redeem a portion of the shares
of Series C Preferred Stock of each holder determined pro rata based
on the number of shares of Series C Preferred Stock held by each
holder or shall select the shares of Series C Preferred Stock to be
redeemed by lot, as may be determined by the Board of Directors.

(B) Unless otherwise required by law, notice of
redemption must be given to the holders of Series C Preferred Stock
at the address shown on the books of the Corporation or any transfer
agent for the Series C Preferred Stock not less than fifteen (15)
days nor more than sixty (60) days prior to the redemption date. Each
such notice shall state: (i) the redemption date; (ii) the total
number of shares of Series C Preferred Stock to be redeemed and, if
fewer than all the shares held by such holder are to be redeemed, the
number of such shares of Series C Preferred Stock to be redeemed from
such holder; (iii) the redemption price; (iv) the place or places
where certificates for such shares of Series C Preferred Stock are to
be surrendered for payment of the redemption price; and (v) that
dividends on the shares of Series C Preferred Stock to be redeemed
will cease to accrue on such redemption date. Upon surrender of the
certificate for any shares of Series C Preferred Stock so called for
redemption (properly endorsed or assigned for transfer, if the Board
of Directors shall so require and the notice shall so state), such
shares shall be redeemed by the Corporation at the date fixed for
redemption and at the redemption price set forth in this Section 6.

Section 7. Ranking; Attributable Capital and Adequacy of Surplus;
Retirement of Shares.

(A) The Series C Preferred Stock shall rank as to the
payment of dividends and the distribution of assets on liquidation,
dissolution and winding up of the Corporation: (i) senior to the
Common Stock, Series A Junior Participating Preferred Stock and such
other series of the Corporation's Preferred Stock as shall be issued
from time to time and designated as junior to the Series C Preferred
Stock; (ii) on a parity with such other series of the Corporation's
Preferred Stock as shall be issued from time to time and designated
as on a parity with the Series C Preferred Stock; and (iii) junior to
the Series B ESOP Convertible Preferred Stock, any class or series of
stock having any preference or priority as to dividends on or upon
liquidation, dissolution or winding up over the Series C Preferred
Stock that exists following a merger in accordance with the terms
hereof and such other series of the Corporation's Preferred Stock as
shall be issued from time to time and designated as senior to the
Series C Preferred Stock in accordance with the terms hereof.

(B) Any shares of Series C Preferred Stock acquired by
the Corporation by reason of the redemption of such shares as herein
provided, or otherwise so acquired, shall be retired as shares of
Series C Preferred Stock and restored to the status of authorized but
unissued shares of Preferred Stock, without par value, of the
Corporation, undesignated as to series, and may thereafter be
reissued as part of a new series of such Preferred stock as permitted
by law.

Section 8. Miscellaneous.

(A) All notices referred to herein shall be in writing,
and all notices hereunder shall be deemed to have been given upon the
earlier of delivery thereof if by hand or upon receipt if sent by
mail (registered or certified mail, postage prepaid, return receipt
requested) or upon transmission if sent by telex or facsimile
transmission (with request for assurance of receipt in a manner
customary for communication of such type) or on the second business
day after delivery to a recognized overnight delivery service,
addressed: (i) if to the Corporation, to its office at 345 South High
Street, P.O. Box 2407, Muncie, Indiana 47302-0407 (Attention: General
Counsel), or to the transfer agent for the Series C Preferred Stock,
or other agent of the Corporation designated as permitted hereby or
(ii) if to any holder of the Series C Preferred Stock, to such holder
at the address of such holder as listed in the stock record books of
the Corporation (which may include the records of any transfer agent
for the Series C Preferred Stock) or (iii) to such other address as
the Corporation or any such holder, as the case may be, shall have
designated by notice similarly given.

(B) The term "Common Stock" as used herein means the
Corporation's Common Stock, without par value, as the same exists at
the date of filing of this Amendment to the Amended Articles, or any
other class of stock resulting from successive changes or
reclassifications of such Common Stock consisting solely of changes
in par value, or from par value to no par value, or from no par value
to par value.

(C) The Corporation shall pay any and all stock transfer
and documentary stamp taxes that may be payable in respect of any
issuance or delivery of shares of Series C Preferred Stock or other
securities issued on account of Series C Preferred Stock pursuant
hereto or certificates representing such shares or securities. The
Corporation shall not, however, be required to pay any such stamp tax
which may be payable in respect of any transfer involved in the
issuance or delivery of shares of Series C Preferred Stock or other
securities in a name other than that in which the shares of Series C
Preferred Stock with respect to which such shares or other securities
are issued or delivered were registered, or in respect of any payment
to any person with respect to any such shares or securities other
than a payment, to the registered holder thereof, and shall not be
required to make any such issuance, delivery or payment unless and
until the person otherwise entitled to such issuance, delivery or
payment has paid to the Corporation the amount of any such tax or has
established, to the satisfaction of the Corporation, that such tax
has been paid or is not payable.

(D) Unless otherwise provided in the Amended Articles,
as the same may be amended, of the Corporation, all payments in the
form of dividends, distributions on voluntary or involuntary
dissolution, liquidation or winding up or otherwise made upon the
Series C Preferred Stock and any other stock ranking on a parity with
the Series C Preferred Stock with respect to such dividend or
distribution shall be pro rata, so that amounts paid per share of
Series C Preferred Stock and such other stock shall in all cases bear
to each other the same ratio that the required dividends,
distributions or payments, as the case may be, then payable per share
on the Series C Preferred Stock and such other stock bear to each
other.

(E) The Corporation may appoint, and from time to time
discharge and change, a transfer agent for the Series C Preferred
Stock. Upon any such appointment or discharge of a transfer agent,
notice thereof shall be given by the Corporation to each holder of
record of Series C Preferred Stock.

Section B. Issue and Consideration for Capital Stock

1. The Board of Directors shall have authority to authorize and direct the
issuance by the Corporation of shares of Common Stock and Preferred Stock at
such times, in such amounts, to such persons, for such consideration, and upon
such terms and conditions as it may determine, subject to the restrictions,
limitations, conditions and requirements imposed by the provisions of these
Amended Articles, by the provisions of the resolutions authorizing the issuance
of any series of shares of Preferred Stock adopted by the Board of Directors, or
by the provisions of The Indiana General Corporation Act.

2. When payment of the consideration for which any share or shares of
stock so authorized to be issued shall have been received by the Corporation,
such share or shares shall be declared and taken to be fully paid and not liable
to any further call or assessment, and the holder or holders thereof shall not
be liable for any further payments thereon.

Section C. No Preemptive Rights

The shareholders shall have no preemptive rights to subscribe to or
purchase any additional issues of shares of the capital stock of the Corporation
nor any shares of the capital stock of the Corporation purchased or acquired by
the Corporation and not canceled but held as treasury stock.


ARTICLE VII

Voting Rights of Capital Stock

Section A. Common Stock

Each owner of record (as of the record date fixed by the Bylaws or the
Board of Directors for any such determination of shareholders) of shares of the
Common Stock shall have one (1) vote for each share of Common Stock standing in
his, her or its name on the books of the Corporation with respect to each matter
to be voted on, including the election of Directors and on matters referred to
the shareholders, in any meeting of the shareholders.

Section B. Preferred Stock

Subject to the requirements of The Indiana General Corporation Act or
applicable regulations of the New York Stock Exchange, Inc., the Midwest Stock
Exchange, Inc., or other exchanges on which the Corporation's capital stock may
be listed, holders of Preferred Stock shall have such voting rights as may be
determined and designated by the Board of Directors in accordance with Article
VI of these Amended Articles of Incorporation.

Section C. No Cumulative Voting

No holder of shares of Common Stock shall have any right of cumulative
voting.


ARTICLE VIII

Stated Capital

The amount of stated capital of the Corporation at the time of filing of
these Amended Articles is at least One Thousand Dollars ($1,000).


ARTICLE IX

Directors

Section A. Number and Term

The maximum number of directors shall be fifteen (15) and the minimum
number shall be nine (9). The exact number may from time to time be specified by
the Bylaws of the Corporation at not less than nine (9) nor more than fifteen
(15). If the number of directors is not specified by the Bylaws, the number
shall be twelve (12). Subject to the rights, if any, of the holders of shares of
any class or series of Preferred Stock then outstanding to elect directors under
specified circumstances as may be required by The Indiana General Corporation
Act or applicable regulations of the New York Stock Exchange, Inc., the Midwest
Stock Exchange, Inc., or other exchanges on which the Corporation's capital
stock may be listed, the directors shall be classified, with respect to the time
for which they severally hold office, into three (3) classes, as nearly equal in
number as possible, as shall be specified by the Bylaws, one (1) class to be
originally elected for a term expiring at the Annual Meeting of Shareholders to
be held in 1986, another class to be originally elected for a term expiring at
the Annual Meeting of Shareholders to be held in 1987, and another class to be
originally elected for a term expiring at the Annual Meeting of Shareholders to
be held in 1988, with each director to hold office until his successor is
elected and qualified. At each Annual Meeting of Shareholders of the
Corporation, the successor of each director 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 his election, or until
his successor is elected and qualified.

Section B. Qualifications

Directors need not be shareholders of the Corporation. A majority of the
directors at any time shall be citizens of the United States.

Section C. Vacancies

Subject to the rights, if any, of the holders of shares of any class or
series of Preferred Stock then outstanding to elect directors under specified
circumstances as may be required by The Indiana General Corporation Act or
applicable regulations of the New York Stock Exchange, Inc., the Midwest Stock
Exchange, Inc., or other exchanges on which the Corporation's capital stock may
be listed, newly created directorships resulting from any increase in the number
of directors and any vacancies on the Board of Directors resulting from death,
resignation, disqualification, removal or other cause shall be filled by the
affirmative vote of a majority of the remaining directors then in office, even
though less than a quorum of the Board of Directors. Any director elected in
accordance with the preceding sentence shall hold office for the remainder of
the full term of the class of directors in which the new directorship was
created or the vacancy occurred and until such director's successor shall have
been elected and qualified. No decrease in the number of directors constituting
the Board of Directors shall shorten the term of any incumbent director.

Section D. Removal

Subject to the rights, if any, of the holders of any class or series of
Preferred Stock then outstanding to elect directors under specified
circumstances as may be required by The Indiana General Corporation Act or
applicable regulations of the New York Stock Exchange, Inc., the Midwest Stock
Exchange, Inc., or other exchanges on which the Corporation's capital stock may
be listed, any director may be removed from office, but only for cause and only
by the affirmative vote of the holders of at least three-fourths of the combined
voting power of the outstanding shares of stock entitled to vote generally in
the election of directors, voting together as a single class.

Section E. Amendment

Notwithstanding anything contained in these amended Articles of
Incorporation to the contrary, the affirmative vote of the holders of at least
three-fourths of the combined voting power of the outstanding shares of stock
entitled to vote generally in the election of directors, voting together as a
single class, shall be required to alter, amend or adopt any provision
inconsistent with or to repeal this Article IX.


ARTICLE X

Names and Addresses of Directors

The names and post-office addresses of the Corporation's Board of
Directors holding office at the time of adoption of these Amended Articles are
as follows:

Name Number and Street City and State

Howard M. Dean 3600 North River Road Franklin Park, Illinois
John W. Fisher 345 South High Street Muncie, Indiana
Richard M. Gillett One Vandenberg Center Grand Rapids, Michigan
Henry C. Goodrich 1900 Fifth Avenue, North Birmingham, Alabama
A. Malcolm McVie 3731 Bay Road, North Drive Indianapolis, Indiana
Robert H. Mohlman 3860 East 79th Street Indianapolis, Indiana
Alvin M. Owsley, Jr. 3000 One Shell Plaza Houston, Texas
William L. Peterson 345 South High Street Muncie, Indiana
Richard M. Ringoen 345 South High Street Muncie, Indiana
Delbert C. Staley 400 Westchester Avenue White Plains, New York
William P. Stiritz Checkerboard Square St. Louis, Missouri


ARTICLE XI

Names and Addresses of the Chairman of the Board,
the President and Chief Executive Officer,
and the Corporate Secretary

The names and post-office addresses of the Corporation's Chairman of the
Board, the President and Chief Executive Officer, and the Corporate Secretary at
the time of adoption of these Amended Articles are as follows:

Name Number and Street City and State

John W. Fisher 345 South High Street Muncie, Indiana
Chairman of the Board
Richard M. Ringoen 345 South High Street Muncie, Indiana
President and
Chief Executive Officer
George A. Sissel 345 South High Street Muncie, Indiana
Corporate Secretary


ARTICLE XII

Provisions for Regulations of Business and Conduct
of Affairs of the Corporation

Section A. Meetings

Meetings of the shareholders and the directors of this Corporation may be
held either within or without the State of Indiana, and at such place as the
Bylaws shall provide or, in default of such provisions, at such place as the
Board of Directors shall designate.

Section B. Indemnification

Indemnification of directors, officers and employees shall be as follows:

1. The Corporation shall indemnify each person who is or was a director,
officer or employee of the Corporation, or of any other corporation,
partnership, joint venture, trust or other enterprise which he is serving or
served in any capacity at the request of the Corporation, against any and all
liability and reasonable expense that may be incurred by him in connection with
or resulting from any claim, actions, suit or proceeding (whether actual or
threatened, brought by or in the right of the corporation or such other
corporation, partnership, joint venture, trust or other enterprise, or
otherwise, civil, criminal, administrative, investigative, or in connection with
an appeal relating thereto), in which he may become involved, as a party or
otherwise, by reason of his being or having been a director, officer or employee
of the Corporation or of such other corporation, partnership, joint venture,
trust or other enterprise or by reason of any past or future action taken or not
taken in his capacity as such director, officer or employee, whether or not he
continues to be such at the time such liability or expense is incurred, provided
that such person acted in good faith and in a manner he reasonably believed to
be in the best interests of the Corporation or such other corporation,
partnership, joint venture, trust or other enterprise, as the case may be, and,
in addition, in any criminal action or proceedings, had no reasonable cause to
believe that his conduct was unlawful. Notwithstanding the foregoing, there
shall be no indemnification (a) as to amounts paid or payable to the Corporation
or such other corporation, partnership, joint venture, trust or other
enterprise, as the case may be, for or based upon the director, officer or
employee having gained in fact any personal profit or advantage to which he was
not legally entitled; (b) as to amounts paid or payable to the Corporation for
an accounting of profits in fact made from the purchase or sale of securities of
the corporation within the meaning of Section 16 (b) of the Securities Exchange
Act of 1934 and amendments thereto or similar provisions of any state statutory
law; or (c) with respect to matters as to which indemnification would be in
contravention of the laws of the State of Indiana or of the United States of
America whether as a matter of public policy or pursuant to statutory
provisions.

2. Any such director, officer or employee who has been wholly successful,
on the merits or otherwise, with respect to any claim, action, suit or
proceeding of the character described herein shall be entitled to
indemnification as of right, except to the extent he has otherwise been
indemnified. Except as provided in the preceding sentence, any indemnification
hereunder shall be granted by the Corporation, but only if (a) the Board of
Directors, acting by a quorum consisting of directors who are not parties to or
who have been wholly successful with respect to such claim, action, suit or
proceeding, shall find that the director, officer or employee has met the
applicable standards of conduct set forth in paragraph 1 of this Section B of
Article XII; or (b) outside legal counsel engaged by the Corporation (who may be
regular counsel of the Corporation) shall deliver to the corporation its written
opinion that such director, officer or employee has met such applicable
standards of conduct; or (c) a court of competent jurisdiction has determined
that such director, officer or employee has met such standards, in an action
brought either by the Corporation, or by the director, officer or employee
seeking indemnification, applying de novo such applicable standards of conduct.
The termination of any claim, action, suit or proceeding, civil or criminal, by
judgment, settlement (whether with or without court approval) or conviction or
upon a plea of guilty or of nolo contendere, or its equivalent, shall not create
a presumption that a director, officer or employee did not meet the applicable
standards of conduct set forth in paragraph 1 of this Section B of Article XII.

3. As used in this Section B of Article XII, the term "liability" shall
mean amounts paid in settlement or in satisfaction of judgments or fines or
penalties, and the term "expense" shall include, but shall not be limited to,
attorneys' fees and disbursements, incurred in connection with the claim,
action, suit or proceeding. The Corporation may advance expenses to, or where
appropriate may at its option and expense undertake the defense of, any such
director, officer or employee upon receipt of an undertaking by or on behalf of
such person to repay such expenses if it should ultimately be determined that
the person is not entitled to indemnification under this Section B of Article
XII.

4. The provisions of this Section B of Article XII shall be applicable to
claims, actions, suits or proceedings made or commenced after the adoption
hereof, whether arising from acts or omissions to act occurring before or after
the adoption hereof. If several claims, issues or matters of action are
involved, any such director, officer or employee may be entitled to
indemnification as to some matters even though he is not so entitled as to
others. The rights of indemnification provided hereunder shall be in addition to
any rights to which any director, officer or employee concerned may otherwise be
entitled by contract or as a matter of law, and shall inure to the benefit of
the heirs, executors and administrators of any such director, officer or
employee.


ARTICLE XIII

Fair Price, Form of Consideration and Procedural Safeguards
for Certain Related Party Business Combinations

Section A. Higher Vote Required for Certain Related Party Business Combinations

1. In addition to any affirmative vote required by law or under these
Amended Articles of Incorporation, and except as otherwise expressly provided in
Section B of this Article XIII, any Related Party Business Combination (as
hereinafter defined) shall require the affirmative vote of the holders of at
least three-fourths of the Voting Stock (as hereinafter defined), voting
together as a single class. For purposes of this Article XIII, each share of
Voting Stock shall have the number of votes granted to it pursuant to these
Amended Articles of Incorporation.

2. Such affirmative votes shall be required notwithstanding the fact that
no vote may be required, or that a lesser percentage or separate class vote may
be specified, by law or in any agreement with any national securities exchange
or otherwise.

Section B. When Higher Vote Not Required

The provisions of Section A of this Article XIII shall not be applicable
to any particular Related Party Business Combination, and such Related Party
Business Combination shall require only such affirmative vote as is required by
law or any other provision of these Amended Articles of Incorporation or the
Bylaws of the Corporation, or any agreement with any national securities
exchange, if all of the conditions specified in either of the following
subparagraphs 1 or 2 are met:

1. Approval of Disinterested Directors. The Related Party Business
Combination shall have been expressly approved by a majority (whether such
approval is made prior to or subsequent to the acquisition of beneficial
ownership of the Voting Stock that caused the Related party, as hereinafter
defined, to become a Related Party) of the Disinterested Directors (as
hereinafter defined); or

2. Fair Price, Form of Consideration and Procedural Requirements. All of
the following conditions shall have been met:

(A) The aggregate amount of the cash and the Fair Market Value (as
hereinafter defined) as of the date of the consummation of the Related
Party Business Combination (the "Consummation Date") of consideration
other than cash to be received per share by holders of shares of any class
or series of Capital Stock (as hereinafter defined) in such Related Party
Business Combination shall be at least equal to the highest of the
following (it being intended that the requirements of this subparagraph 2.
(A) shall be required to be met with respect to every class or series of
outstanding Capital Stock, whether or not the Related Party has previously
acquired beneficial ownership of any shares of a particular class or
series of Capital Stock):

(1) (if applicable) the highest per share price (including any
brokerage commissions, transfer taxes and soliciting dealers' fees)
paid by or on behalf of the Related Party for any shares of such
class or series of Capital Stock acquired by or on behalf of the
Related Party (a) within the two-year period immediately prior to the
first public announcement of the proposal of the Related Party
Business Combination (the "Announcement Date") or (b) in the
transaction in which it became a Related Party, whichever is higher;

(2) the Fair Market Value per share of such class or series of
Capital Stock on the Announcement Date or on the date on which the
Related Party became a Related Party (the "Determination Date"),
whichever is higher;

(3) (if applicable) the price per share equal to the Fair
Market Value per share of such class or series of Capital Stock
determined pursuant to the immediately preceding clause (2),
multiplied by the ratio calculated by dividing (a) the highest per
share price (including any brokerage commissions, transfer taxes and
soliciting dealers' fees) paid by or on behalf of the Related Party
for any share of such class or series of Capital Stock in connection
with the acquisition by the Related party of beneficial ownership of
shares of such class or series of Capital Stock within the two-year
period immediately prior to the Announcement Date by (b) the Fair
Market Value per share of such class or series of Capital Stock on
the first day in such two-year period on which the Related Party
acquired beneficial ownership of any share of such class or series of
Capital Stock;

(4) in the case of Common Stock, the Corporation's net income
per share of Common Stock for the four full consecutive fiscal
quarters immediately preceding the Announcement Date, multiplied by
the higher of the then price/earnings multiple (if any) of such
Related Party or the highest price/earnings multiple of the
corporation within the two-year period immediately preceding the
Announcement Date (such price/earnings multiples being determined as
customarily computed and reported in the financial community); or

(5) in the case of any class or series of Capital Stock other
than Common Stock,, the highest preferential amount per share to
which the holders of shares of such class or series of Capital Stock
are entitled in the event of any voluntary or involuntary
liquidation, dissolution or winding up of the Corporation.

All per share prices shall be adjusted for any intervening stock splits,
stock dividends and reverse stock splits.

(B) The consideration to be received by holders of a particular class
or series of Capital Stock shall be in cash or in the same form as the
Related Party has previously paid for shares of such particular stock. If
the Related Party has paid for shares of any class or series of Capital
Stock with varying forms of consideration, the form of consideration for
such particular stock shall be either cash or the form used to acquire the
largest number of shares of such particular stock previously acquired by
it.

(C) After such Related Party has become a Related Party and prior to
the Consummation Date:

(1) there shall have been (a) no reduction in the annual rate
of dividends paid on the Common Stock (except as necessary to reflect
any subdivision of Common Stock), except as approved by a majority of
the Disinterested Directors, and (b) 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 Common Stock, unless the failure so to
increase such annual rate is approved by a majority of the
Disinterested Directors;

(2) there shall have been no failure to declare and pay at the
regular date therefor any full quarterly dividends (whether or not
cumulative) payable in accordance with the terms of any other
outstanding class or series of Capital Stock, except as approved by a
majority of the Disinterested Directors; and

(3) such Related Party shall have not become the beneficial
owner of any additional shares of Capital Stock, except as part of
the transaction which results in such Related Party becoming a
Related Party.

(D) After such Related Party has become a Related Party, such Related
Party shall not have received the benefit, directly or indirectly (except
proportionately as a shareholder), of any loans, advances, guaranties,
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 Related Party Business Combination, or otherwise.

(E) A proxy or information statement describing the proposed Related
Party Business Combination and complying with the requirements of the
Securities Exchange Act of 1934, as amended, and the rules and regulations
thereunder (or any subsequent provisions replacing such Act, rules or
regulations) shall be mailed to public shareholders of the Corporation at
least 30 calendar days prior to the consummation of such Related Party
Business Combination (whether or not such proxy or information statement
is required to be mailed pursuant to such Act or subsequent provisions).
The proxy or information statement shall contain on the first page
thereof, in a prominent place, any statement as to the advisability (or
inadvisability) of the Related Party Business Combination that the
Disinterested Directors, or any of them, may choose to make and, if deemed
advisable by a majority of the Disinterested Directors, the opinion of an
investment banking firm selected by a majority of the disinterested
Directors as to the fairness (or not) of the terms of the Related Party
Business Combination from a financial point of view to the holders of the
shares of any class or series of Capital Stock other than the Related
party and its Affiliates or Associates (as hereinafter defined), such
investment banking firm to be paid a reasonable fee for its services by
this Corporation.

(F) Such Related Party shall not have made any major change in the
Corporation's business or equity capital structure without the approval of
a majority of the Disinterested Directors.

Section C. Definitions for Article XIII

For the purposes of this Article XIII:

1. The term "Related Party Business Combination" shall mean any
transaction referred to in one or more of the following:

(A) any merger or consolidation of the Corporation or any Subsidiary
(as hereinafter defined) with (1) any Related Party or (2) any other
corporation (whether or not itself a Related Party) which is, or after
such merger or consolidation would be, an Affiliate or Associate (as
hereinafter defined) of any Related Party; or

(B) any sale, lease, exchange, mortgage, pledge, transfer or other
disposition (in one transaction or a series of transactions) to or with
any Related Party or any Affiliate or Associate of any Related Party of
any assets of the Corporation or any subsidiary having an aggregate Fair
Market Value of Ten Million Dollars ($10,000,000) or more; or

(C) the issuance or transfer by the Corporation or any Subsidiary (in
one transaction or a series of transactions) of any securities having an
aggregate Fair Market Value of Ten Million Dollars ($10,000,000) or more
of the Corporation or any subsidiary to any Related Party or any Affiliate
or Associate of any Related Party in exchange for cash, securities or
other property (or 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 any Related
Party or any Affiliate or Associate of any Related Party; or

(E) any reclassification of securities (including any reverse stock
split), or recapitalization of the Corporation, or any merger or
consolidation of the Corporation with any of its Subsidiaries or any other
transaction (whether or not with or into or otherwise involving a Related
Party or any Affiliate or Associate of any Related Party) 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 Related Party or any Affiliate or Associate of any Related Party; or

(F) any agreement, contract or other arrangement providing for any
one or more of the actions specified in the foregoing clauses (A) through
(E).

2. The term "Related Party" shall mean any person (other than the
Corporation or any Subsidiary, and other than any profit-sharing, employee stock
ownership or other employee benefit plan of the Corporation or any Subsidiary or
any trustee of or fiduciary with respect to any such plan when acting in such
capacity) who or which:

(A) is the beneficial owner (as hereinafter defined) of more than 10
percent of the voting power of the outstanding Voting Stock; or

(B) is an Affiliate or Associate 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 percent or more of the
voting power of the then outstanding Voting Stock; or

(C) is an assignee of or has otherwise succeeded to 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 Related Party, 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, as amended.

For purposes of determining whether a person is a Related Party, the number of
shares of Voting Stock deemed to be outstanding shall include shares deemed
owned through application of Section C.4., hereof, 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.

3. The term "person" shall mean any individual, firm, partnership, trust,
corporation or other entity and shall include any group comprised of any person
and any other person with whom such person or any Affiliate or Associate of such
person has any agreement, arrangement or understanding, directly or indirectly,
for the purpose of acquiring, holding, voting or disposing of Voting Stock.

4. A person shall be a "beneficial owner" of any Voting Stock:

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

(B) which such person or any of its Affiliates or Associates has (1)
the right to acquire (whether such right is exercisable immediately or
only after the passage of time) pursuant to any agreement, arrangement,
understanding or relationship or upon the exercise of conversion rights,
exchange rights, warrants or options, or otherwise; or (2) the right to
vote pursuant to any agreement, arrangement, understanding or
relationship; or (3) the right to invest, including the power to dispose
or to direct the disposition of, pursuant to any agreement, arrangement,
understanding or relationship; or

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

5. The term "Affiliate," used to indicate a relationship with a specified
person, shall mean a person that directly, or indirectly through one or more
intermediaries, controls, or is controlled by, or is under common control with,
the person specified.

6. The term "Associate," used to indicate a relationship with a specified
person, shall mean:

(A) any corporation or organization (other than the Corporation or a
Subsidiary) of which such person is an officer or partner or is, directly
or indirectly, the beneficial owner of 10 percent or more of any class of
equity securities; or

(B) any trust or other estate in which such person has a substantial
beneficial interest or as to which such person serves as trustee or in a
similar fiduciary capacity; or

(C) any relative or spouse of such person, or any relative of such
spouse, who has the same home as such person; or

(D) any person who is a director or officer of such specified person
or any of its parents or subsidiaries (other than the Corporation or a
Subsidiary).

7. The term "Subsidiary" shall mean any corporation of which a majority of
any class of equity security is owned, directly or indirectly, by the
Corporation; provided, however, that for the purposes of the definition of
Related Party set forth in Section C.2., hereof, 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.

8. The term "Disinterested Director" shall mean:

(A) any member of the Board of Directors of the Corporation who is
unaffiliated with the Related Party and was a member of the Board of
Directors prior to the time that the Related Party became a Related Party;
or

(B) any successor of a Disinterested Director who is unaffiliated
with the Related Party and is recommended to succeed a Disinterested
Director by a majority of Disinterested Directors then on the Board of
Directors.

9. The term "Fair Market Value" shall mean:

(A) in the case of stock, the highest closing sale price during the
30-calendar-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, Inc., or, if such stock is not
listed on such Exchange, on the principal United State securities exchange
registered under the Securities Exchange Act of 1934, as amended, on which
such stock is listed or, if such stock is not listed on any such exchange,
the highest closing bid quotation with respect to a share of such stock
during the 30-calendar-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 quotation is 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 property other 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.

10. The term "Capital Stock" shall mean all Capital Stock of the
Corporation authorized to be issued from time to time under Article V of these
Amended Articles of Incorporation, and the term "Voting Stock" shall mean the
then outstanding shares of Capital Stock of the Corporation entitled to vote
generally in the election of directors.

11. In the event of any Related Party Business Combination in which the
Corporation survives, the phrase "other consideration to be received" as used in
Sections B.2. (A) and B.2. (B) of this Article XIII shall include the shares of
Common Stock and/or the shares of any other class or series of Capital Stock
retained by the holders of such shares.

Section D. Determination by the Disinterested Directors

A majority of the Disinterested Directors or, if there should be no
Disinterested Directors, a majority of the directors, shall have the power and
duty to determine for the purposes of this Article XIII, on the basis of
information known to them after reasonable inquiry:

1. Whether a person is a Related Party;

2. The number of shares of Voting Stock beneficially owned by any person;

3. Whether a person is an Affiliate or Associate of another;

4. Whether the assets which are the subject of any Related Party Business
Combination have, or the consideration to be received for the issuance or
transfer of securities by the Corporation or any Subsidiary in any Related Party
Business Combination has, an aggregate Fair Market Value of Ten Million Dollars
($10,000,000) or more; and

5. Such other matters with respect to which a determination is required
under this Article XIII.

A majority of the Disinterested Directors or, if there should be no
Disinterested Directors, a majority of the directors shall have the further
power to interpret all of the terms and provisions of this Article XIII.

Section E. Effect on Fiduciary Obligations

1. Nothing contained in this Article XIII shall be construed to relieve
any Related Party from any fiduciary obligation imposed by law.

2. The fact that any Related Party Business Combination complies with the
provisions of Section B. of this Article XIII shall not be construed to impose
any fiduciary duty, obligation or responsibility on the Board of Directors, or
any member thereof, to approve such Related Party Business Combination or
recommend its adoption or approval to the shareholders of the Corporation, nor
shall such compliance limit, prohibit or otherwise restrict in any manner the
Board of Directors, or any member thereof, with respect to evaluations of or
actions and responses taken with respect to such Related Party Business
Combination.

Section F. Amendment

Notwithstanding any other provision of law, these Amended Articles of
Incorporation or the Bylaws of the Corporation, and notwithstanding the fact
that a lesser vote may be specified by law, these Amended Articles of
Incorporation or the Bylaws of the Corporation, and in addition to any
affirmative vote of holders of any class or series of Capital Stock of the
Corporation then outstanding which is required by law or by or pursuant to these
Amended Articles of Incorporation, the affirmative vote of the holders of at
least three-fourths of the combined voting power of the shares of the
outstanding Voting Stock, voting together as a single class, shall be required
to amend or repeal, or adopt any provisions inconsistent with, this Article
XIII; provided, however, that this Section F. shall not apply to, and such
three-fourths vote shall not be required for, any amendment, repeal or adoption
unanimously recommended by the Board of Directors if all such directors are
persons who would be eligible to serve as Disinterested Directors within the
meaning of this Article XIII.


ARTICLE XIV

Effect of Amended Articles

These Amended Articles shall supersede and take the place of the
heretofore existing Amended Articles of Incorporation of the Corporation.