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CERTIFICATE OF VOTE OF DIRECTORS ESTABLISHING
A SERIES OF A CLASS OF STOCK
 
   Designation and Amount
 Dividends and Distributions.
 (a)
    
    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 Preferred Stock
with respect to dividends, the holders of shares of Series A Preferred Stock shall be
entitled to receive, when, as and if declared by the Board out of funds legally available
for the purpose, quarterly dividends payable in cash on the first 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 Preferred
Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a)
$10.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the
aggregate per share amount of all cash dividends, and 100 times the aggregate per share
amount (payable in kind) of all non-cash dividends or other distributions, other than a
dividend payable in shares of Common Stock, par value $.10 per share, of the Corporation
(the Common Stock) or a subdivision of the outstanding shares of Common Stock (by
reclassification or otherwise), declared on 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
Preferred Stock. In the event the
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Corporation shall at any time after December 19, 1996
(the Rights Dividend Declaration Date) (i) declare any dividend on Common Stock payable
in shares of Common Stock, (ii) subdivide the outstanding Common Stock or (iii) 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 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.(b)
    
    The Corporation shall declare a dividend or distribution on the Series A Preferred
Stock as provided in Paragraph (a) above immediately after it declares any 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 $10.00 per share on the
Series A Preferred Stock shall nevertheless be payable on such subsequent Quarterly
Dividend Payment Date.(c)
    
    Dividends shall begin to accrue and be cumulative on outstanding shares of Series A
Preferred Stock from the most recent Quarterly Dividend Payment Date preceding the same of
issue of such shares of Series A 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 Preferred Stock
entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date,
in either of which events, 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 shares of Series A Preferred Stock in an amount less than the
total amount of such dividends at the time accrued and payable on such shares of Series A
Preferred Stock shall be allocated pro rataon a share-by-share basis among all such shares of Series A Preferred Stock at the time outstanding. The Board may fix a record
date for the determination of holders of shares of Series A 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.
 Voting Rights.
 (a)
    
    Subject to the provision for adjustment hereinafter set forth, each share of Series A
Preferred Stock shall entitle the holder thereof to 100 votes on all matters
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submitted to
a vote of the stockholders of the Corporation. In the event that the Corporation shall at
any time after the Rights Dividend Declaration Date (i) declare any dividend on the Common
Stock payable in shares of Common Stock, (ii) subdivide the Common Stock or (iii) 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 the Series A 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 shall be the number of shares of
Common Stock outstanding immediately prior to such event.(b)
    
    Except as otherwise provided herein or by law, the holders of shares of Series A
Preferred Stock and the holders of Common Stock shall vote together as one class on all
matters submitted to a vote of stockholders of the Corporation.
 Certain Restrictions
 (a)
    
    Whenever quarterly dividends or other dividends or distributions payable on the
Series A Preferred Stock as provided in Section 2 are in arrears, thereafter and until all
accrued and unpaid dividends and distributions on shares of Series A Preferred Stock
outstanding, whether or not declared, shall have been paid in full, the Corporation shall
not:
 (i)
    
    declare or pay dividends on, make any other distributions on or redeem or purchase or
otherwise acquire for consideration any shares of stock ranking junior (either as to
dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock;(ii)
    
    declare or pay dividends on or make any other distributions on any shares of stock
ranking on a parity (either as to dividends or upon liquidation, dissolution or winding
up) with the Series A Preferred Stock, except dividends paid ratably on the Series A
Preferred Stock and all such parity stock on which dividends are payable or in arrears in
proportion to the total amounts to which the holders of all such shares are then entitled;(iii)
    
    redeem or purchase or otherwise acquire for consideration shares of any stock
ranking on a parity (either as to dividends or upon liquidation, dissolution or winding
up) with the Series A Preferred Stock, provided that the Corporation may at any time
redeem, purchase or otherwise acquire shares of any such parity stock in exchange for shares of any stock of the Corporation ranking junior (either as to dividends or upon
dissolution, liquidation or winding up) to the Series A Preferred Stock; or(iv)
    
    purchase or otherwise acquire for consideration any shares of Series A Preferred
Stock or any shares of stock ranking on a parity (either as to
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dividends or upon
liquidation, dissolution or winding up) with the Series A Preferred Stock, except in
accordance with a purchase offer made in writing or by publication [as determined by the
Board of Directors of the Corporation (the Board)] to all holders of such shares upon
such terms as the Board, after consideration of the respective annual dividend rates and
other relative rights and preferences of the respective series and classes, shall
determine in good faith will result in fair and equitable treatment among the respective
series or classes.
 (b)
    
    The Corporation shall not permit any subsidiary of the Corporation to purchase or
otherwise acquire for consideration any shares of stock of the Corporation unless the
Corporation could, under Paragraph (a) of this Section 4, purchase or otherwise acquire
such shares at such time and in such manner.
 Reacquired Shares
 Liquidation, Dissolution or Winding Up.
 (a)
    
    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 Preferred Stock unless, prior thereto,
the holders of shares of Series A Preferred Stock shall have received $100.00 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 Liquidation
Preference). Following the payment of the full amount of the Liquidation
Preference, no additional distributions shall be made to the holders of shares of
Series A 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 (i) the Liquidation Preference by (ii) 100 (as
appropriately adjusted as set forth in Paragraph (c) below to reflect such events
as stock splits, stock dividends and recapitalizations with respect to the Common
Stock) (such number in clause (ii), the Adjustment Number). Following the
payment of the full amount of the Liquidation Preference and the Common Adjustment
in respect of all outstanding shares of Series A Preferred Stock and Common Stock,
respectively, holders of shares of Series A 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
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Adjustment Number to 1 with
respect to such Series A Preferred Stock and Common Stock, on a per share basis,
respectively.(b)
    
    In the event, however, that there are not sufficient assets available
to permit payment in full of the Liquidation Preference and the liquidation
preferences of all other series of stock, if any, which rank on a parity (as to
rights, privileges and preferences) with the Series A Preferred Stock, then such
remaining assets shall be distributed ratably to the holders of Series A Preferred
Stock and 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 after payment in full
of the Liquidation Preference and the liquidation preferences of all other series
of Series A Preferred Stock, if any, which rank on a parity with the Series A
Preferred Stock, then such remaining assets shall be distributed ratably to the
holders of Common Stock.(c)
    
    In the event that the Corporation shall at any time after the Rights
Dividend Declaration Date (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock or (iii)
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.
 Section 7. 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 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 the Adjustment Number in effect immediately prior to such transaction 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.Section 8. Redemption. The outstanding shares of Series A Preferred Stock may be redeemed
at the option of the Board as a whole, but not in part, at any time, at a cash price per share
equal to (i) the product of the Adjustment Number and the Average Market Value (as such term is
hereinafter defined) of the Common Stock, plus (ii) all dividends which on the redemption date have
accrued on the shares to be redeemed and have not been paid or declared, and the Board shall set
apart a sum sufficient for the payment thereof, without interest. The Average Market Value is
the average per share closing sale prices of the Common Stock during the 30 day period immediately
preceding
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the date before the redemption date on the principal United States 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 average of the closing sale prices with
respect to a share of Common Stock during the 30 day period, as quoted on the Nasdaq National
Market or any other quotation service then in use or if not so quoted, the average of the high bid
and low asked prices in the over-the-counter market, or if on any such date no such quotations are
available, the fair market value of the Common Stock as determined by the Board in good faith.Section 9. Ranking. The Series A Preferred Stock shall rank on a parity with 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.Section 10. Amendment. The Amended and Restated Articles of Organization 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 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 Preferred Stock, voting separately as a class.Section 11. Fractional Shares. The Board may, at its discretion, but shall not be
required to, issue Series A Preferred Stock 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
Preferred Stock.IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have executed and subscribed this
Certificate and do affirm the foregoing as true under the penalties of perjury this 19th
day of December, 1996.
 /s/ PAUL A. MILLERName:
    Paul A. MillerTitle:
    President/s/ ROBERT P. PERREAULTName:
    Robert P. PerreaultTitle:
    Clerk 6