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Exhibit 3.1

AMENDED AND RESTATED ARTICLES OF
INCORPORATION

OF


JO-ANN STORES, INC.


FIRST: The name of the Corporation is Jo-Ann
Stores, Inc.

SECOND: The place in the State of Ohio where its
principle office is located is the Village of Hudson, County of
Summit.

THIRD: The purposes for which, and for any of
which, it is formed are:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a) To carry on the business of dealing in fabrics
    and in connection therewith to buy and sell, at wholesale or
    retail, import, export, manufacture, weave, produce, repair,
    adapt, prepare, use and otherwise deal in, rubber, cotton, wool,
    silk, flax, glass, synthetic and all other fibrous materials,
    goods and fabrics, and in goods and fabrics into which rubber,
    cotton, wool, silk, flax, glass, synthetic or any fibrous
    material enters as a component part.
|
| | b) To develop, manufacture, repair, treat,
    finish, buy, sell, and generally deal in, in every manner,
    materials, articles and products of every kind and description,
    and to do all things necessary or incidental thereto, including
    owning, holding and dealing in, in every manner, all real and
    personal property necessary or incidental to the foregoing
    purposes.                                                                                                    
|
| | c) In general to carry on any other lawful
    business whatsoever in connection with the business of the
    Corporation or which is calculated, directly or indirectly, to
    promote the interests of the Corporation or to enhance the value
    of its properties, and to have and exercise all rights, powers
    and privileges which are now or may hereafter be conferred upon
    corporations by the laws of Ohio.                                                                      

The Corporation reserves the right at any time
and from time to time to change substantially its purposes in
any manner now or hereafter permitted by statute.

FOURTH: The authorized number of shares of the
Corporation is 155,000,000, consisting of 5,000,000 shares of
Serial Preferred Stock without par value (Serial Preferred
Shares) and 150,000,000 Common Shares without par value
(the Common Shares). The shares of each class shall
have the express terms set forth in this Article Fourth.

When the Certificate of Amendment setting forth
these amendments becomes effective under the Ohio General
Corporation Law (the Effective Time), and without
any further action on the part of the Corporation or its
shareholders, each issued Class A Common Share without par
value of the Corporation (Class A Share) shall
automatically be reclassified and converted into 1.15 fully paid
and nonassessable Class B Common Shares without par value
of the Corporation (Class B Share), and each
issued Class B Share shall remain outstanding. At the
Effective Time, the Class B Shares shall be redesignated as
Common Shares. Each certificate formerly representing
Class A Shares shall automatically represent, from and
after the Effective Time and without any further action on the
part of the Corporation or any holder thereof, the number of
Common Shares into which such Class A Shares have been
reclassified and converted. Each certificate formerly
representing Class B Shares shall automatically represent,
from and after the Effective Time and without any further action
on the part of the Corporation or any holder thereof, one Common
Share.

After the Effective Time, each holder of any
certificate or certificates formerly representing Class A
Shares or Class B Shares, upon surrender of such
certificate or certificates to the Corporation or its designated
agent, shall receive a certificate or certificates representing
the number of Common Shares into which such Class A Shares
or Class B Shares have been

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reclassified and converted. The Corporation may
impose reasonable conditions upon the exchange of certificates
formerly representing Class A Shares or Class B Shares.


DIVISION A: Express Terms of Serial Preferred
Shares

1. The Serial Preferred Shares may be issued from
time to time in one or more series. Each Serial Preferred Share
of any one series shall be identical with each other share of
the same series in all respects, except as to the date from
which dividends thereon shall be cumulative by reason of
different dates of issuance; and all Serial Preferred Shares of
all series shall rank equally and shall be identical, except in
respect of the terms that may be fixed by the Board of Directors
as hereinafter provided. Subject to the provisions of
Sections 2 through 7 of this Division A, which provisions
shall apply to all Serial Preferred Shares of all series, the
Board of Directors is hereby authorized to cause Serial
Preferred Shares to be issued in one or more series and with
respect to each such series, prior to the issuance thereof, to
fix:



| |                                                                                                                                                                                                                                                                     
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) The designation of the series, which may
    be by distinguishing number, letter or title.                                                                                                                                                                      
|
| | (b) The number of shares of the series,
    which number the Board of Directors may increase or decrease,
    except where otherwise provided in the creation of the series.                                                                                        
|
| | (c) The dividend rate of the series.                                                                                                                                                                                                                                
|
| | (d) The dates on which dividends, if
    declared, shall be payable and the dates from which dividends
    shall be cumulative.                                                                                                                                     
|
| | (e) The redemption rights and price or
    prices, if any, for shares of the series.                                                                                                                                                                                
|
| | (f) The terms and amount of any sinking fund
    provided for the purchase or redemption of shares of the series.                                                                                                                                                   
|
| | (g) Whether the shares of the series shall
    be convertible into Common Shares and, if so, the conversion
    rate or rates or price or prices and the adjustments thereof, if
    any, and all other terms and conditions upon which conversions
    may be made.
|
| | (h) The amounts payable on shares of the
    series in the event of any voluntary or involuntary liquidation,
    dissolution or winding up of the affairs of the Corporation.                                                                                      
|
| | (i) Restrictions (in addition to those set
    forth in Sections 6(b) and 6(c) of this Division A) on the
    issuance of shares of the same series or of any other class or
    series.                                                                            

The Board of Directors is authorized to adopt
from time to time amendments to the Articles of Incorporation or
Amended Articles of Incorporation of the Corporation fixing,
with respect to each such series, the matters specified in
clauses (a) through (i) of this Section 1.

2. The holders of Serial Preferred Shares of each
series, in preference to the holders of Common Shares and any
other class of shares ranking junior to the Serial Preferred
Shares, shall be entitled to receive, out of any funds legally
available and when and as declared by the Board of Directors,
cash dividends at the rate (and no more) for such series fixed
in accordance with the provisions of Section 1 of this
Division A, payable quarterly on the dates fixed for such
series. Such dividends shall be cumulative, in the case of
shares of each particular series, from and after the date or
dates fixed with respect to such series. No dividends may be
paid upon or declared and set apart for any of the Serial
Preferred Shares for any quarterly dividend period unless at the
same time a like proportionate dividend for the same quarterly
dividend period, ratably in proportion to the respective annual
dividend rates fixed therefor, shall be declared and paid or a
sum sufficient for payment thereof set apart for the Serial
Preferred Shares of all series.

3. So long as any Serial Preferred Shares are
outstanding, no dividend (except a dividend payable in Common
Shares or in other shares of the Corporation ranking junior to
the Serial Preferred Shares) shall be paid or declared or any
distribution be made (except as aforesaid) in

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respect of the Common Shares or in respect of
other shares of the Corporation ranking junior to the Serial
Preferred Shares, nor shall any Common Shares or any other
shares of the Corporation ranking junior to the Serial Preferred
Shares be purchased, retired or otherwise acquired by the
Corporation (except out of the proceeds of the sale of shares of
Common Stock or other shares of the Corporation ranking junior
to the Serial Preferred Shares received by the Corporation
subsequent to January 28, 1984):








(a) unless all accrued and unpaid dividends
on the Serial Preferred Shares of all series, including the full
dividends for the current quarterly dividend period, shall have
been declared and paid or a sum sufficient for payment thereof
set apart; and




(b) unless redemption of Serial Preferred
Shares of any series shall have been effected from, and any
required payment shall have been made into, any sinking fund
provided for shares of such series in accordance with the
provisions of Section 1 of this Division A.

4. (a) Subject to the express terms of each
series and to the provisions of Section 6(b)(iii) of this
Division A, the Corporation (i) may from time to time
redeem all or any part of the Serial Preferred Shares of any
series at the time outstanding at the option of the Board of
Directors at the applicable redemption price for such series
fixed in accordance with the provisions of Section 1 of
this Division A, or (ii) shall from time to time make such
redemptions of the Serial Preferred Shares as may be required to
fulfill the requirements of any sinking fund provided for shares
of such series at the applicable sinking fund redemption price
fixed in accordance with the provisions of Section 1 of
this Division A, together, in each case, with accrued and unpaid
dividends to the redemption date.

(b) Notice of every redemption shall be
mailed by first class mail, postage prepaid, to the holders of
record of the Serial Preferred Shares to be redeemed, at their
respective addresses then appearing on the books of the
Corporation, not less than 30 or more than 60 days prior to
the date fixed for redemption. At any time before or after
notice has been given as above provided, the Corporation may
deposit the aggregate redemption price of the Serial Preferred
Shares to be redeemed, together with accrued and unpaid
dividends thereon to the redemption date, with any bank or trust
company in Cleveland, Ohio, or New York, New York, having
capital and surplus of more than $50,000,000, named in such
notice, directed to be paid to the respective holders of the
Serial Preferred Shares to be redeemed, in amounts equal to the
redemption price of all Serial Preferred Shares so to be
redeemed, together with accrued and unpaid dividends thereon to
the redemption date, upon surrender of the share certificate or
certificates held by such holders, and upon the giving of such
notice and the making of such deposit such holders shall cease
to be shareholders with respect to such shares, and after such
notice shall have been given and such deposit shall have been
made such holders shall have no claim against the Corporation or
privileges with respect to such shares except only to receive
such money from such bank or trust company without interest or
the right to exercise, before the redemption date, any unexpired
rights of conversion. In case less than all of the outstanding
Serial Preferred Shares of any series are to be redeemed, the
Corporation shall select by lot the shares so to be redeemed in
such manner as shall be prescribed by its Board of Directors. If
the holders of Serial Preferred Shares that shall have been
called for redemption shall not, within six years after such
deposit, claim the amount deposited for the redemption of their
shares, any such bank or trust company shall, upon demand, pay
over to the Corporation such unclaimed amounts and thereupon
such bank or trust company and the Corporation shall be relieved
of all responsibility in respect thereof and to such holders.

(c) Any Serial Preferred Shares that are
redeemed by the Corporation pursuant to the provisions of this
Section 4 of this Division A and any Serial Preferred
Shares that are purchased and delivered in satisfaction of any
sinking fund requirements provided for shares of such series and
any Serial Preferred Shares that are converted in accordance
with their express terms shall be canceled and not reissued. Any
Serial Preferred Shares otherwise acquired by the Corporation
shall

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be restored to the status of authorized and
unissued Serial Preferred Shares without serial designation.


5. (a) The holders of Serial Preferred
Shares of any series shall, in case of liquidation, dissolution
or winding up of the affairs of the Corporation, be entitled to
receive in full, out of the assets of the Corporation, including
its capital, before any amount shall be paid or distributed
among the holders of Common Shares or any other shares ranking
junior to the Serial Preferred Shares, the amounts fixed with
respect to shares of any such series in accordance with
Section 1 of this Division A, plus in any such event an
amount equal to all dividends accrued and unpaid thereon to the
date of payment of the amount due pursuant to such liquidation,
dissolution or winding up of the affairs of the Corporation. In
case the net assets of the Corporation legally available
therefor are insufficient to permit the payment upon all
outstanding Serial Preferred Shares of all series of the full
preferential amount to which the holders thereof are
respectively entitled, then such net assets shall be distributed
ratably upon outstanding Serial Preferred Shares of all series
in proportion to the full preferential amount to which the
holder of each such share is entitled. After payment to holders
of Serial Preferred Shares of the full preferential amounts as
aforesaid, holders of Serial Preferred Shares as such shall have
no right or claim to any of the remaining assets of the
Corporation.

(b) The merger or consolidation of the
Corporation into or with any other corporation, or the merger of
any other corporation into it, or the sale, lease or conveyance
of all or substantially all of the property or business of the
Corporation shall not be deemed to be a dissolution, liquidation
or winding up of the Corporation for the purposes of this
Section 5 of this Division A.

6. (a) The holders of Serial Preferred
Shares of all series shall be entitled to one vote for each such
share upon all matters presented to shareholders; and, except as
otherwise provided herein or required by law, the holders of
Serial Preferred Shares of all series and the holders of Common
Shares shall vote together as one class on all matters. If, and
as often as, the Corporation shall be in default in the payment
of the equivalent of six quarterly dividends (whether or not
consecutive) on any series of Serial Preferred Shares at any
time outstanding, whether or not earned or declared, the holders
of Serial Preferred Shares of all series voting separately as a
class and in addition to all other rights to vote for Directors
shall thereafter be entitled to elect, as herein provided, two
members of the Board of Directors of the Corporation; provided,
however, that the special class voting rights provided for
herein, when the same shall have become vested, shall remain so
vested until all accrued and unpaid dividends on the Serial
Preferred Shares of all series then outstanding shall have been
paid, whereupon the holders of Serial Preferred Shares shall be
divested of their special class voting rights in respect of
subsequent elections of Directors, subject to the revesting of
such special class voting rights in the event hereinabove
specified in this Section 6(a). In the event of default
entitling the holders of Serial Preferred Shares to elect two
Directors as above specified, a special meeting of the
shareholders for the purpose of electing such Directors shall be
called by the Secretary of the Corporation upon written request
of, or may be called by, the holders of record of at least 10%
of the Serial Preferred Shares of all series at the time
outstanding, and notice thereof shall be given in the same
manner as that required for the annual meeting of shareholders;
provided, however, that the Corporation shall not be required to
call such special meeting if the annual meeting of shareholders
shall be held within 90 days after the date of receipt of the
foregoing written request from the holders of Serial Preferred
Shares. At any meeting at which the holders of Serial Preferred
Shares shall be entitled to elect Directors, the holders of not
less than one-third of the outstanding Serial Preferred Shares
of all series, present in person or by proxy, shall be
sufficient to constitute a quorum and the vote of the holders of
a majority of such shares so present at any such meeting at
which there shall be a quorum shall be sufficient to elect the
members of the Board of Directors that the holders of Serial
Preferred Shares are entitled to elect as herein-before
provided. The two Directors who may be elected by the holders of
Serial Preferred Shares pursuant to the foregoing provisions
shall be in addition to any other Directors then in office or
proposed to be elected otherwise than pursuant to such

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provisions, and nothing in such provisions shall
prevent any change otherwise permitted in the total number of
Directors of the Corporation or require the resignation of any
Directors elected otherwise than pursuant to such provisions.





(b) The affirmative vote or consent of the
holders of at least two-thirds of the then outstanding Serial
Preferred Shares of all series, given in person or by proxy,
either in writing or at a meeting called for the purpose at
which the holders of Serial Preferred Shares of all series shall
vote separately as a class, shall be necessary to effect any one
or more of the following (but, insofar as the holders of Serial
Preferred Shares are concerned, such action may be effected with
such vote or consent):



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (i) Any amendment, alteration or repeal of
    any of the provisions of these Amended and Restated Articles of
    Incorporation or of the Code of Regulations of the Corporation
    that affects adversely the voting powers, rights or preferences
    of the holders of Serial Preferred Shares; provided, however,
    that for the purpose of this clause (i) only, neither the
    amendment of these Amended and Restated Articles of
    Incorporation of the Corporation to authorize, or to increase
    the authorized or outstanding number of, Serial Preferred Shares
    or of any shares of any class ranking on a parity with or junior
    to the Serial Preferred Shares nor the increase by the
    shareholders or Board of Directors pursuant to the Code of
    Regulations of the number of Directors of the corporation shall
    be deemed to affect adversely the voting powers, rights or
    preferences of the holders of Serial Preferred Shares; and
    provided further that, if such amendment, alteration or repeal
    affects adversely the rights or preferences of one or more but
    not all then outstanding series of Serial Preferred Shares, only
    the affirmative vote or consent of the holders of at least
    two-thirds of the number of the then outstanding shares of the
    series so affected shall be required;
|
|
| | (ii) The authorization, or the increase in
    the authorized number, of shares of any class ranking prior to
    the Serial Preferred Shares; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|
| | (iii) The purchase or redemption (whether
    for sinking fund purposes or otherwise) of less than all the
    then outstanding Serial Preferred Shares except in accordance
    with a purchase offer made to all holders of record of Serial
    Preferred Shares, unless all dividends on all Serial Preferred
    Shares then outstanding for all previous quarterly dividend
    periods shall have been declared and paid or funds therefore set
    apart and all accrued sinking fund obligations applicable to all
    Serial Preferred Shares shall have been complied with.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

(c) The affirmative vote or consent of the
holders of at least a majority of the then outstanding Serial
Preferred Shares of all series, given in person or by proxy,
either in writing or at a meeting called for the purpose at
which the holders of Serial Preferred Shares of all series shall
vote separately as a class, shall be necessary (but insofar as
the holders of Serial Preferred Shares are concerned, such
action may be effected with such affirmative vote or consent) to
authorize any shares ranking on a parity with the Serial
Preferred Shares or an increase in the authorized number of
Serial Preferred Shares.

7. For the purposes of this Division A:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) Whenever reference is made to shares
    ranking prior to the Serial Preferred Shares, such
    reference shall mean and include all shares of the Corporation
    in respect of which the rights of the holders thereof as to the
    payment of dividends or as to distributions in the event of a
    voluntary or involuntary liquidation, dissolution or winding up
    of the affairs of the Corporation are given preference over the
    rights of the holders of Serial Preferred Shares.
|
| | (b) Whenever reference is made to shares
    on a parity with the Serial Preferred Shares, such
    reference shall mean and include all shares of the Corporation
    in respect of which the rights of the holders thereof as to the
    payment of dividends and as to distributions in the event of a
    voluntary or involuntary liquidation, dissolution or winding up
    of the affairs of the Corporation rank on an equality with the
    rights of the holders of Serial Preferred Shares.

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| |                                                                                                                                                                                                                                                                                                                                       
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (c) Whenever reference is made to shares
    ranking junior to the Serial Preferred Shares, such
    reference shall mean and include all shares of the Corporation
    other than those defined under clauses (a) and (b) of
    this Section 7 as shares ranking prior to or
    on a parity with the Serial Preferred Shares.




DIVISION B: Express Terms of Common Shares




The Common Shares shall be subject to the express
terms of the Serial Preferred Shares and any series thereof.
Each Common Share shall be equal to every other Common Share.
The holders of Common Shares shall be entitled to one vote for
each share held by them upon all matters presented to the
shareholders.




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




SIXTH: No holder of any class of shares of the
Corporation shall have any pre-emptive or preferential rights to
subscribe to or purchase any shares of any class of stock of the
Corporation, whether now or hereafter authorized and whether
unissued or in the treasury, or any obligations convertible into
shares of any class of stock of the Corporation, at any time
issued or sold, or any rights to subscribe to or purchase any
thereof.

SEVENTH: The Board of Directors is hereby
authorized to fix and determine and to vary the amount of
working capital of the Corporation, to determine whether any,
and, if any, what part of its surplus, however created or
arising, shall be used or disposed of or declared in dividends,
or paid to shareholders, and, without action by the
shareholders, to use and apply such surplus, or any part
thereof, at any time, or from time to time, in the purchase or
acquisition of shares of any one class or combination of classes
of shares, voting trust certificates for shares, bonds,
debentures, notes, scrip, warrants, obligations, evidences of
indebtedness of the Corporation or any other securities of the
Corporation, to such extent or amount and in such manner and
upon such price and other terms as the Board of Directors shall
deem expedient.

EIGHTH: Any and every statute of the State of
Ohio hereafter enacted whereby the rights, powers or privileges
of corporations or of the shareholders of corporations organized
under the laws of the State of Ohio are increased or diminished
or in any way affected, or whereby effect is given to the action
taken by any number, less than all, of the shareholders of any
such corporation, shall apply to the Corporation and shall be
binding not only upon the Corporation but upon every shareholder
of the Corporation to the same extent as if such statute had
been in force at the date

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of the filing of these Amended and Restated
Articles of Incorporation in the office of the Secretary of
State.


NINTH: Notwithstanding any provisions of the Ohio
Revised Code now or hereafter in force otherwise requiring for
any purpose the vote, consent, waiver or release of the holders
of shares entitling them to exercise two-thirds, or any other
proportion of the voting power of the Corporation or of any
class or classes of shares thereof, such action, unless
otherwise expressly required by statute or by these Amended and
Restated Articles of Incorporation or the Code of Regulations of
the Corporation, may be taken by the vote, consent, waiver or
release of the holders of shares entitling them to exercise a
majority of the voting power of the Corporation or of such class
or classes.

TENTH: FAIR PRICE OR 80% VOTE PROVISION

1. Voting Requirement.Unless both the
fair price requirement set forth in Section 2 and the other
conditions set forth in Section 3 have been satisfied, the
affirmative vote of the holders of 80% of all outstanding shares
of the Corporation entitled to vote in elections of Directors,
voting together as a single class, shall be required for the
authorization or approval of any of the following transactions:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) Merger or Consolidation.The
    merger or consolidation of the Corporation or any of its
    subsidiaries with or into an Interested Party (as hereinafter
    defined).                                                                                                                                                                                                                                                                                                                                           
|
| | (b) Disposition of Assets.The sale,
    lease, pledge, or other disposition, in one transaction or in a
    series of transactions from the Corporation or any of its
    subsidiaries to an Interested Party, or from an Interested Party
    to the Corporation or any of its subsidiaries, of assets having
    an aggregate fair market value (as hereinafter defined) of
    $1,000,000 or more.                                                                                                                  
|
| | (c) Issuance or Transfer of Securities.The issuance, sale, or other transfer, in one transaction or
    in a series of transactions, by the Corporation or any of its
    subsidiaries to an Interested Party, or by an Interested Party
    to the Corporation or any of its subsidiaries, of securities for
    cash or other consideration having an aggregate fair market
    value of $1,000,000 or more.                                                                                                         
|
| | (d) Liquidation of Dissolution.The
    liquidation of dissolution of the Corporation proposed by an
    Interested Party.                                                                                                                                                                                                                                                                                                                                                                                              
|
| | (e) Reclassification or Recapitalization.The reclassification of securities, recapitalization of the
    Corporation or other transaction that has the effect of
    increasing the proportionate share of any class of outstanding
    securities of the Corporation or any of its subsidiaries
    beneficially owned (as hereinafter defined) by an Interested
    Party or of otherwise diluting the position of any shareholder
    of the Corporation in comparison with the position of an
    Interested Party.
|
| | (f) Other Transactions.Any other
    transactions or series of transactions that is similar in
    purpose or effect to those referred to in clauses
    (a) through (e) of this Section 1.                                                                                                                                                                                                                                                                                                                            

This voting requirement shall apply even though
no vote, or a lesser percentage vote, may be required by law, by
any other provision of these Amended and Restated Articles of
Incorporation or otherwise. The term business
combination, as used in this Article, means any of the
transactions referred to in clauses (a) though (f) of
this Section 1.

2. Fair Price Requirement.The fair price
requirement will be satisfied if the consideration to be
received in the business combination by the holders of shares of
the Corporations Common Stock and Serial Preferred Stock,
and by the Corporation or any of its subsidiaries, as the case
may be, meets the following tests:

(a) Amount of Consideration to be Received
by Shareholders. If any holder of the shares of the
Corporations Common Stock or Serial Preferred Stock, other
than an Interested Party, is to receive consideration in the
business combination for any of the shares, the aggregate amount
of cash and

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fair market value of any other consideration to
be received per share may not be less than the sum
of  




| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1) the greatest of (i) the highest per
    share price, including commissions, paid by the Interested Party
    for any shares of the same class or series during the two-year
    period ending on the date of the most recent purchase by the
    Interested Party of any such shares, (ii) the highest sales
    price reported for shares of the same class or series traded on
    a national securities exchange or in the over-the-counter market
    during the one-year period preceding the first public
    announcement of the proposed business transaction or
    (iii) in the case of Serial Preferred Stock, the amount of
    the per share liquidation preference; plus
|
| | (2) interest on the per share price
    calculated at the rate of ten percent (10%) per annum,
    compounded annually from the date the Interested Party first
    became an Interested Party until the business combination is
    consummated, less the per share amount of cash dividends payable
    to holders of record on record dates in the interim, up to the
    amount of such interest.                                                                                                                                                                                                                                                                                     

For purposes of this clause (a) per share
amounts will be adjusted for any stock dividend, stock split or
similar transaction.

(b) Form of Consideration to be Received
by Shareholders. The consideration to be received by holders
of shares of the Corporations Common Stock or Serial
Preferred Stock must be in cash or in the same form as was
previously paid by the Interested Party for shares of the same
class or series; if the Interested Party previously paid for
such shares with different forms of consideration, the
consideration to be received by the holders of the shares must
be in cash or in the same form as was previously paid by the
Interested Party for the largest number of shares previously
acquired by it. The provisions of this clause (b) are not
intended to diminish the aggregate amount of cash and fair
market value of any other consideration that any holder of
shares of the Corporations Common Stock or Serial
Preferred Stock is otherwise entitled to receive upon the
liquidation or dissolution of the Corporation, under the terms
of any contract with the Corporation or an Interest Party, or
otherwise.

(c) Consideration to be Received by the
Corporation or any of its Subsidiaries. If the Corporation
or any of its subsidiaries is to receive consideration in the
business combination, the consideration to be received must be
fair to the Corporation or its subsidiaries, as determined by
the continuing directors (as hereinafter defined).

3. Other Conditions. The other
conditions will be satisfied if, from the time the Interested
Party became an Interested Party until the completion of the
business combination, each of the following has at all times
been and continues to be true:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) Continuing Directors. The
    Corporations Board of Directors has included at least five
    continuing directors. The term continuing director,
    used in this Article, means an individual who (i) either
    was a director of the Corporation at the time the Interested
    Party became an Interested Party or was subsequently nominated
    or elected by the other continuing directors and (ii) is
    not an affiliate or associate (as hereinafter defined) of the
    Interested Party. All actions required or permitted to be taken
    by the continuing directors under this Article shall be taken by
    the unanimous written consent of all continuing directors or by
    the vote of a majority of the continuing directors at a meeting
    convened upon such notice as would be required for a meeting of
    the full Board of Directors.
|
| | (b) No Acquisition of Additional
    Shares. The Interested Party has not become the beneficial
    owner (as hereinafter defined) of any additional shares of
    Common Stock or Serial Preferred Stock of the Corporation,
    except (i) as part of the transaction that resulted in the
    Interested Party becoming an Interested Party, (ii) upon
    conversion of securities previously acquired by it or
    (iii) pursuant to a stock dividend or stock split.                                                                                                                                                                                                                                                                                                                                                                                                   

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (c) No Special Benefits to the Interested
    Shareholder.The Interested Party has not received, directly
    or indirectly, the benefit (except proportionately as a
    shareholder) of any loan, advance, guaranty, pledge, or other
    financial assistance, tax credit or deduction or other benefit
    from the Corporation or any of its subsidiaries.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|
| | (d) Proxy Statement.A proxy or
    information statement describing the business combination and
    complying with the requirements of the Securities Exchange Act
    of 1934, as amended, and the rules and regulations under it (or
    any subsequent provisions replacing that Act and the rules and
    regulations under it) has been mailed at least 30 days
    prior to the completion of the business combination to the
    holders of all outstanding shares of the Corporation entitled to
    vote in election of Directors, whether or not shareholder
    approval of the business combination is required. If deemed
    advisable by the continuing directors, the proxy or information
    statement shall contain a recommendation by the continuing
    directors as to the advisability (or inadvisability) of the
    business combination and/or an opinion by an investment banking
    firm, selected by the continuing directors and retained at the
    expense of the Corporation, as to the fairness (or unfairness)
    of the business combination to holders of shares of the
    Corporations Common Stock or Serial Preferred Stock other
    than the Interested Party.
|
| | (e) No Omission or Reduction of
    Dividends.Except to the extent approved by the continuing
    directors, there has been no (i) failure to pay in full,
    when and as due, any dividends on the Corporations Serial
    Preferred Stock or (ii) failure to pay or reduction in the
    annual rate of dividends on the shares of the Corporations
    Common Stock, whether directly or indirectly through a
    reclassification, recapitalization or otherwise.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|
| | (f) No Change in Business or Capital
    Structure.Except to the extent approved by the continuing
    directors, there has been no material change in (i) the
    nature of the business conducted by the Corporation and its
    subsidiaries or (ii) the capital structure of the
    Corporation, including but not limited to any change in the
    number of outstanding shares of Common Stock, the number and
    series of any outstanding shares of Serial Preferred Stock and
    the types and aggregate principal amount of any outstanding debt
    securities, except for changes resulting from the exercise of
    previously issued options, warrants or other rights, the
    conversion of previously issued shares, the issuance of
    previously authorized debt securities and the mandatory
    redemption of retirement of debt securities in accordance with
    their terms.                                                                                                                                                                                                                                                                                                      

4. Definitions:As used in this
Article TENTH:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) Affiliate;
    Associate.The terms affiliate and
    associate have the meanings ascribed to them in
    Rule 12b-2 of the General Rules and Regulations under the
    Securities Exchange Act of 1934, as in effect on May 4,
    1984.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|
| | (b) Beneficial Ownership.A person or entity is deemed to beneficially own
    shares if, directly or indirectly through any contract,
    understanding, arrangement, relationship or otherwise, that
    person or entity has or shares (i) the power to vote or to
    dispose, or to direct the voting or disposition, of the shares
    or (ii) the right to acquire the shares pursuant to any
    contract or arrangement, upon the exercise of any option,
    warrant or right, upon the conversion of any other shares, upon
    revocation of a trust or otherwise. The person or entity is also
    deemed to beneficially own shares that are
    beneficially owned by affiliates and associates of that person
    or entity.
|
| | (c) Business Combination.The term business combination has the meaning
    ascribed to it in Section 1 of this Article.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|
| | (d) Continuing Directors.The term continuing directors has the meaning
    ascribed to it in clause (a) of Section 3 of this
    Article.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (e) Fair Market Value.The term fair market value means (i), in the
    case of securities listed on a national securities exchange or
    on the National Association of Securities Dealers, Inc.s
    National Market, the highest closing sales price reported during
    the 30-day period immediately preceding the date in question for
    securities of the same class or series traded on such exchange
    or market, or, if such securities are not listed on any exchange
    or such National Market, the highest closing bid quotation with
    respect to such securities during the 30-day period preceding
    the date in question on the National Association of Securities
    Dealers, Inc. Automatic Quotation System or any system then in
    use, or, if no quotations are available, the value determined by
    the continuing directors, and (ii) in the case of other
    securities and of consideration other than securities or cash,
    the value determined by the continuing directors.
|
| | (f) Interested Party. The
    term Interested Party means any person or entity
    that, together with its affiliates and associates, is at the
    time of, or has been within the two-year period immediately
    prior to, the consummation of a business combination the
    beneficial owner of shares having at least 20% of the aggregate
    voting power of all outstanding shares of the Corporation
    entitled to vote in elections of Directors. The term
    Interested Party, for purposes of the requirements
    and conditions of this Article, also includes the affiliates and
    associates of the Interested Party. Notwithstanding the
    foregoing, the Corporation and its subsidiaries, and any
    profit-sharing, employee stock ownership, employee pension, or
    other employee benefit plan of the Corporation or any
    subsidiary, are not deemed to be Interested Parties.                                                                                                     

5. No Effect on Fiduciary Obligations of
Interested Party. Nothing contained in this Article shall be
construed to relieve any Interested Party from any fiduciary
obligations imposed by law.

6. Amendment, Repeal, etc.
Notwithstanding any other provision of these Amended and
Restated Articles of Incorporation or the Code of Regulations of
the Corporation (and notwithstanding the fact that a lesser
percentage may be required by law, these Amended and Restated
Articles of Incorporation or the Code of Regulations of the
Corporation), the affirmative vote of the holders of 80% of the
outstanding shares of the Corporation entitled to vote in
elections of Directors, voting together as a single class, shall
be required to amend or repeal, or adopt any provisions
inconsistent with, this Article Tenth.

ELEVENTH: These Amended and Restated
Articles of Incorporation supersede the existing Articles of
Incorporation of the Corporation and any and all subsequent
amendments thereto.

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