AMENDED AND RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                             LILLY INDUSTRIES, INC.
                       As Fully Restated on June 21, 1996

                                    ARTICLE 1
                                      NAME

         The name of the corporation is Lilly Industries, Inc. (the
"Corporation").

                                    ARTICLE 2
                      PURPOSE AND POWERS OF THE CORPORATION

         The Corporation is organized for the purpose of engaging in any and all
lawful businesses for which  corporations may be incorporated  under the Indiana
Business  Corporation  Law,  as  amended  from  time to time  (the  "Act").  The
Corporation  shall  have the  same  powers  as an  individual  to do all  things
necessary or  convenient  to carry out its business and affairs,  subject to any
limitations  or  restrictions  imposed by  applicable  law or these  Articles of
Incorporation (the "Articles").

                                    ARTICLE 3
                               PERIOD OF EXISTENCE

         The period during which the Corporation shall continue is perpetual.

                                    ARTICLE 4
                     REGISTERED OFFICE AND REGISTERED AGENT

         The name of the  registered  agent and the address of the principal and
registered office of the Corporation are:

                                 Roman J. Klusas
                             Lilly Industries, Inc.
                              733 South West Street
                           Indianapolis, Indiana 46225

                                    ARTICLE 5
                 NUMBER OF AUTHORIZED SHARES OF THE CORPORATION

         The Corporation has authority to issue 100,000,000 shares, all of which
are shares without par value.

                                    ARTICLE 6
                          GENERAL PROVISIONS REGARDING
                            SHARES OF THE CORPORATION

         Section  6.1.  Designation  of Classes and Numbers of Shares of Capital
Stock.  97,000,000 shares of capital stock, without par value, shall be known as
"Class A Stock," and 3,000,000 shares of capital stock, without par value, shall
be known as "Class B Stock."


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         Section 6.2.  Mechanism to Insure  Management of the Corporation By its
Key Persons. The following provisions and all provisions affecting, implementing
or  amplifying  this  Section  6.2  shall be known as the  "Mechanism  to Insure
Management of the Corporation by its Key Persons."

                  Clause 6.21.  Issuance of Class B Stock. The Corporation shall
         issue and  deliver  shares of Class B Stock only to Key Persons at such
         times,  in such  amounts,  and for such  consideration  as the board of
         directors of the  Corporation  (the  "Board")  may,  from time to time,
         determine;  provided, however, that no Key Person shall be permitted to
         purchase  or have  registered  in his name more than ten percent of the
         aggregate  number of issued shares of Class B Stock.  "Key Persons" are
         those agents,  employees,  officers,  and  directors  determined by the
         Board in its  discretion to be key persons in the  organization  of the
         Corporation or any of its  majority-owned or wholly-owned  subsidiaries
         ("Subsidiaries").  A Key Person shall be  designated  as such only upon
         the  adoption  by  the  Board  of a  resolution  declaring  a  proposed
         registered  holder  of  Class  B  Stock  to  be a  Key  Person  of  the
         Corporation.  Upon  the  designation  of a  Key  Person  as  such,  the
         Corporation  shall  issue and deliver to the Key Person a Class B Stock
         certificate  representing the shares of Class B Stock to be acquired by
         the Key Person. This certificate shall be duly endorsed in blank by the
         Key  Person  and  witnessed.  The Key Person  shall  then  deposit  the
         certificate,  or cause it to be  deposited,  in a  safety  deposit  box
         maintained  for the purpose of having such  certificates,  already duly
         endorsed  in blank  and  witnessed,  available  for  exchange  upon the
         happening  of an Event of Exchange  (as defined in Clause  6.23).  Such
         safety deposit box shall be under the name of "Lilly Industries,  Inc.,
         Escrow Agent for Key Person  Holders of Shares of Class B Stock" at the
         principal office of the Corporation or at a bank duly designated by the
         Board (the "Safety  Deposit Box").  Upon the deposit of a Class B Stock
         certificate in the Safety Deposit Box, the Corporation  shall issue and
         deliver to the Key Person involved an "Escrow Receipt for  Certificates
         Representing Class B Stock" ("Escrow  Receipt"),  issued in the name of
         the Key Person as provided in Clause 6.22 below.

                  Clause 6.22.  Escrow  Receipts for  Certificates  Representing
         Class B Stock.  An Escrow  Receipt shall  require  delivery of the same
         number of shares of Class A Stock as Class B Stock  represented  by the
         receipt to the holder in due course of such receipt upon the  happening
         of an Event of Exchange (as defined in Clause 6.23).  An Escrow Receipt
         shall be  negotiable  with the standard  form of assignment on the back
         thereof. The Escrow Receipt shall provide that upon the happening of an
         Event of Exchange to the Key Person in whose name the Escrow Receipt is
         registered,  the  Corporation  shall be entitled and obligated to issue
         and  deliver,  and the lawful  owner of such  Escrow  Receipt  shall be
         entitled and obligated to receive, a certificate representing shares of
         Class A Stock in lieu of the certificate representing shares of Class B

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         Stock which was originally  deposited in escrow.  Escrow Receipts shall
         not be subject to  transfer  upon the books of the  Corporation  by the
         lawful owners thereof, but shall only entitle such lawful owners to the
         very  limited  rights  specifically  set  forth  in the  Articles.  The
         substance and form of the Escrow  Receipts and all further  regulations
         concerning  the  issuance  of  Escrow  Receipts  shall  be  covered  by
         provisions  set forth in the Code of  By-Laws of the  Corporation  (the
         "By-Laws").

                  Clause 6.23. Exchange of Class B Stock for Class A Stock. Upon
         the happening of any one or more of the events listed below ("Events of
         Exchange")  to a specific  Key Person who is the  registered  holder of
         Class B Stock, that registered holder is obligated to exchange with the
         Corporation,  share for share, all of the shares of Class B Stock which
         he holds,  will hold or is  entitled to hold  (including  any shares of
         Class B Stock he acquired by purchase,  exchange,  recapitaliza-  tion,
         stock split-up, stock dividend, merger, consolidation,  reorganization,
         or other corporate,  statutory, or legal mechanism) for shares of Class
         A Stock  ("Obligation  to  Exchange").  The  Events  of  Exchange  that
         precipitate an Obligation to Exchange are:

                  (a)      The death of the shareholder, and the conclusion of
                           administration of his estate;

                  (b)      The discharge of the shareholder, if an employee,
                           by the Corporation or one of its Subsidiaries;

                  (c)      The retirement of the shareholder, if an employee,
                           from the active service of the Corporation or one
                           of its Subsidiaries, whether pursuant to a
                           retirement plan or not;

                  (d)      The termination by the shareholder, if an employee,
                           of his employment by the Corporation or one of its
                           Subsidiaries;

                  (e)      The decision of the  shareholder to sell or otherwise
                           dispose of the shares of Class B Stock  registered in
                           his  name,  or the  decision  of a  pledgee  or other
                           transferee of an Escrow  Receipt to sell or otherwise
                           dispose of the shares of Class B Stock represented by
                           such Escrow Receipt.

                  The   Obligation   to  Exchange  is  binding   upon  both  the
         Corporation  and the  individual  shareholder  affected by the Event of
         Exchange.

                  As soon  as  possible  after  the  happening  of an  Event  of
         Exchange,  the  Corporation  shall issue and deliver to the shareholder
         affected by the Event of  Exchange,  or his duly  authorized  executor,
         administrator,  heirs,  successors or assigns if the shareholder is not
         living, a certificate

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         representing  the same  number of shares of Class A Stock as the number
         of  shares  of Class B Stock  covered  by the  Event of  Exchange.  The
         Corporation  shall then remove the  certificate(s) of the Class B Stock
         standing  in the  name of the  Key  Person  affected  by the  Event  of
         Exchange  from the  Safety  Deposit  Box.  The  shares of Class B Stock
         represented  thereby shall then be transferred into new  certificate(s)
         standing in the name of the Corporation.  The new certificate(s)  shall
         be held in the  Corporation's  Treasury Stock Account and placed in the
         Safety  Deposit  Box.  All shares of Class B Stock now  standing  in or
         hereafter transferred or retransferred into the name of the Corporation
         and  held in its  Treasury  Stock  Account  pursuant  to the  foregoing
         procedure  shall be available  for sale to and registry in the names of
         Key Persons upon resolution(s) of the Board. All provisions hereinabove
         or hereinafter set forth affecting the existing  registered  holders of
         shares  of Class B Stock  shall  also  apply to the  future  registered
         holders of Class B Stock, so long as the Corporation shall exist.

                  Clause  6.24.  Class B Stock  Pending  Exchange.  Prior to the
         actual date of the  happening of an Event of Exchange,  the  registered
         holder of any shares of Class B Stock  (rather than the lawful owner of
         the Escrow  Receipt  covering  the same) shall be legal and  beneficial
         owner thereof.  As legal and beneficial owner, he shall be entitled (a)
         to vote the same at all meetings of the Corporation at which such stock
         is entitled to vote;  (b) to receive all  dividends  declared  and paid
         thereon;  and (c) to exercise any and all other  rights and  privileges
         appurtenant  to such  Class B  Stock.  Under no  circumstances  shall a
         registered  holder  of the  Class B  Stock  have  the  power  to  sell,
         transfer,  pledge or otherwise  dispose of such stock,  or any interest
         therein, except to transfer such stock back to the Corporation.

         Section 6.3.  Class B Stock Held in the Treasury  Stock  Account of the
Corporation. Class B Stock which is held or will be held in the Treasury Account
of the  Corporation  pursuant  to the  Mechanism  to  Insure  Management  of the
Corporation by Key Persons may not be sold for less than 100% of the fair market
value of the Class A Stock at the date of sale,  but may be issued for such form
of consideration as the Board determines.

         Section 6.4.  Shares of Class A Stock Reserved for Exchange for Class B
Stock. 3,000,000 shares of Class A Stock, without par value, are hereby reserved
only for exchange by the  Corporation,  pursuant to the  Obligation  to Exchange
explained  in  Section  6.2,  upon a share  for share  basis,  for Class B Stock
standing in the names of Key Persons  upon the  happening  of any one or more of
the  Events  of  Exchange  enumerated  in  Clause  6.23.  However,  none of such
3,000,000  shares of Class A Stock so reserved  shall be issued  pursuant to the
Obligation to Exchange  unless the  Corporation  shall fail to have acquired for
its Treasury  Stock Account the  necessary  number of shares of Class A Stock at
prices the Board deems  reasonable and proper.  When any of the 3,000,000 shares
of Class

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A Stock  reserved for exchange by this Section are issued,  the number of shares
of  Class A  Stock  reserved  hereunder  shall  automatically  be  increased  to
3,000,000 shares so as to have at all times a total of 3,000,000 shares of Class
A Stock reserved for fulfillment of the Obligation to Exchange.

         Section 6.5.  Issuance of Remaining  Shares of Class A Stock. The Board
has the authority to issue the remaining  shares of Class A Stock (including the
shares of Class A Stock held in the Treasury  Stock Account of the  Corporation)
at such times, in such amounts, to such persons, for such consideration and upon
such terms and conditions as it may, from time to time,  determine upon, subject
only to the restrictions,  limitations,  conditions and requirements  imposed by
the Act, other applicable laws, and the Articles.

         Section 6.6.  Fractional  Shares of Class A Stock and Scrip.  The Board
has  authority  (but shall not be obliged) (a) to authorize  the issuance by the
Corporation  of  fractional  shares  of Class A Stock,  (b) to  arrange  for the
disposition of fractional  shares by the holders of the same, (c) to pay in cash
or otherwise the fair value of fractional shares of Class A Stock as of the time
when those entitled to such fractional  shares are determined,  and (d) to issue
scrip in registered or bearer form which shall entitle the holder of the same to
receive a certificate evidencing a full share of Class A Stock upon surrender of
such scrip  aggregating a full share. A fractional share of Class A Stock shall,
but scrip  shall not  (unless in  registered  form and  containing  the terms so
providing),  entitle  the holder to exercise  the same  rights  (proportionately
reduced)  possessed by the holder of Class A Stock.  The Board has  authority to
authorize  such scrip to be issued subject to the condition that it shall become
void if not exchanged for  certificates  evidencing full shares upon or before a
specified date, or subject to the condition that the shares for which such scrip
is  exchangeable  may be sold by the  Corporation  and the proceeds of such sale
distributed  to the  holders of such scrip,  or subject to any other  conditions
which the Board may determine.

         Section  6.7.  Distributions  Upon Shares.  The Board has  authority to
authorize  and  direct  the  payment  of  dividends  and  the  making  of  other
distributions  by the  Corporation  in  respect  of  shares  of the  issued  and
outstanding  Class A Stock and Class B Stock,  share for  share,  in the form of
cash, property,  or shares of the Class A Stock, at such times, in such amounts,
from such  sources and upon such terms and  conditions  as it may,  from time to
time, determine upon, subject only to the restrictions,  limitations, conditions
and  requirements  imposed  by the Act,  by other  applicable  laws,  and by the
Articles.  Dividends  payable  in  shares  of Class A Stock on shares of Class A
Stock  and  Class B Stock  shall be paid at such  value as shall be fixed by the
Board at the time such dividends are declared.

         Section  6.8.  Acquisition  of Shares  of Class A Stock.  The Board has
authority to authorize  and direct the  acquisition  by the  Corporation  of the
issued and  outstanding  shares of Class A Stock at such times, in such amounts,
from such persons, for such

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consideration,  from such sources and upon such terms and  conditions as it may,
from  time  to  time,   determine  upon,   subject  only  to  the  restrictions,
limitations, conditions and requirements imposed by the Act, by other applicable
laws, and by the Articles.

         Section 6.9. Liquidation. In the event of any liquidation, dissolution,
or winding up of the  Corporation,  the holders of the Class A Stock and Class B
Stock shall be entitled  to receive,  share for share,  all of the net assets of
the Corporation  remaining after due payment,  or provision for payment,  of the
debts or other liabilities of the Corporation.

         Section  6.10. No Preemptive  Rights.  Except as otherwise  provided in
Clause 7.31 hereof, shareholders shall have no preemptive rights to subscribe to
or purchase any shares of capital stock or other securities of the Corporation.

                                    ARTICLE 7
                                  VOTING RIGHTS

         Section 7.1.  General Voting Rights of the Holders of the Class A Stock
and Class B Stock.  The  holders of the Class B Stock  shall be entitled to vote
upon all questions  presented at meetings of shareholders  upon the basis of one
vote for each  share of Class B Stock.  The  holders  of Class A Stock  shall be
entitled  to vote and elect four  directors  of the Company  (collectively,  the
"Directors," and individually,  a "Director") if there are ten or more Directors
and two Directors if there are nine or fewer Directors. The holders of the Class
B Stock shall be entitled to vote and elect the  remaining  Directors.  With the
foregoing exception,  the holders of Class A Stock shall not be entitled to vote
at meetings of the  shareholders,  except as set forth in Sections 7.2, 7.3, 7.5
and 7.7. When entitled to vote, the holders of Class A Stock shall vote upon the
basis of one vote for each share of Class A Stock.

         Section  7.2.  Voting  Rights of  Holders  of Class A Stock and Class B
Stock in Event of Merger, Consolidation,  Dissolution, or Sale, Lease, Exchange,
Mortgage  or  Pledge  of  Assets.  In the  event of  merger,  consolidation,  or
dissolution of the Corporation,  or sale, lease, exchange, mortgage or pledge of
all, or of  substantially  all, of the fixed assets of the  Corporation  for the
purpose of terminating and winding up, or changing the nature of the business of
the  Corporation,  the  holders of the Class A Stock and the Class B Stock shall
have equal voting rights, share for share, voting as one class.

         Section 7.3. Increase of Authorized Stock. The Corporation reserves the
right to  increase  the total  amount of  authorized  shares of Class A Stock or
Class B Stock,  or both,  in any manner now or  hereafter  permitted by statute,
subject to the following limitations:

                  Clause 7.31.  Increase of Class A Stock.  The authorized
         shares of Class A stock shall not be increased unless:

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                  (a)      The  affirmative  vote or  consent  in writing of the
                           holders of  two-thirds in amount of the Class A Stock
                           outstanding,  and of the  holders  of  two-thirds  in
                           amount of the Class B Stock outstanding,  shall first
                           be obtained, or

                  (b)      The affirmative vote or consent in writing of the
                           holders of two-thirds in amount of the Class B
                           Stock outstanding shall first be obtained, and the
                           increased Class A Stock so authorized shall first
                           be offered to the then existing holders of the
                           Class A Stock and Class B Stock, in proportion to
                           their then holdings, upon terms at least as
                           favorable as it subsequently shall be sold or
                           distributed to others.  However, the provisions of
                           this latter requirement shall be satisfied if, in
                           lieu of offering such increased Class A Stock to
                           the then existing holders of the Class A Stock and
                           Class B Stock, the Corporation shall issue to them
                           warrants entitling the bearers thereof to purchase
                           the number of shares in question.  Any offers so
                           made, or warrants so issued, shall be mailed to the
                           last known addresses of the holders of the Class A
                           Stock and Class B Stock, by registered mail, at
                           least ten (10) days before the expiration of such
                           offer or warrant.  In determining whether the terms
                           upon which any Class A Stock is offered to the then
                           existing holders of the Class A Stock and Class B
                           Stock are at least as favorable as the terms upon
                           which such stock subsequently shall be sold to
                           others, such determination shall be made without
                           deducting from the gross price, at which such stock
                           may subsequently be sold to others, any reasonable
                           commissions, discounts, fees or other charges which
                           may be approved by the Board.

                  The  provisions  contained  in  this  Clause  7.31  respecting
         increase  of the Class A Stock  shall  not apply in the event  that the
         increased  Class A Stock is applied in payment of a stock dividend upon
         the Class A Stock and Class B Stock.  In this latter  event,  except as
         otherwise  required  by the Act,  the  affirmative  vote or  consent in
         writing of a majority  of the Board,  and the  holders of a majority of
         the Class B Stock,  shall be sufficient to increase the amount of Class
         A Stock.

                  Clause  7.32.  Increase  of Class B Stock.  The  Class B Stock
         shall not be decreased. The Class B Stock shall not be increased unless
         the affirmative vote or consent in writing of the holders of two-thirds
         in  amount  of  Class  A  Stock  outstanding,  and  of the  holders  of
         four-fifths  in amount  of Class B Stock  outstanding,  shall  first be
         obtained.

         Section 7.4.  Amendment of Articles by Vote of Holders of
Class B Stock.  The Articles may be amended from time to time so as


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         (a)      to change the Corporation's name,

         (b)      to change the Corporation's period of duration, or

         (c)      to change, enlarge, or diminish its corporate purposes,

upon  proposal by the Board,  by the adoption of a resolution  setting forth the
proposed  amendment and directing  that it be submitted to a vote of the holders
of the Class B Stock at a  designated  meeting  thereof,  which may be an annual
meeting or a special meeting. Such amendment shall be adopted upon receiving the
affirmative votes of holders of two-thirds of the Class B Stock.

         Section 7.5.  Amendment of Articles by Vote of Holders of
Class A Stock and Class B Stock.  The Articles may be amended from
time to time so as

         (a)      to decrease the aggregate number of shares, or shares of
                  any class other than shares of Class B Stock, which the
                  Corporation has authority to issue,

         (b)      to exchange, classify, reclassify or cancel all or any
                  part of its shares other than shares of Class B Stock,
                  whether issued or unissued,

         (c)      to change  the  designation  of all or any part of its  shares
                  other  than  shares  of  Class  B  Stock,  whether  issued  or
                  unissued,  and to change the  designations,  relative  rights,
                  interests,   preferences,   qualifications,   limitations,  or
                  restrictions  of all or any  part  of its  shares  other  than
                  shares of Class B Stock, whether issued or unissued,

         (d)      to divide any  preferred or special class of shares other than
                  shares  of Class B Stock,  whether  issued or  unissued,  into
                  series and fix and determine the  designations  of such series
                  and the variations in the relative  rights and  preferences as
                  between the shares of such series,

         (e)      to change the shares of any class other than shares of Class B
                  Stock, whether issued or unissued,  into a different number of
                  shares  of the same  class  or into  the  same or a  different
                  number of shares of other classes,

         (f)      to create new classes of shares having rights and  preferences
                  either prior and superior or  subordinate  and inferior to the
                  shares  of  any  class  then  authorized,  whether  issued  or
                  unissued,  but no new  classes  of shares  shall  have  voting
                  rights  greater than those  presently  accorded the holders of
                  the Class A Stock,

         (g)      to limit, deny, or grant to shareholders of any class the
                  preemptive right to subscribe for or acquire additional
                  shares of the Corporation, whether then or thereafter
                  authorized,

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upon  proposal by the board,  by the adoption of a resolution  setting forth the
proposed  amendment and directing  that it be submitted to a vote of the holders
of the Class A Stock and Class B Stock at a designated  meeting  thereof,  which
may be an annual meeting or a special meeting.  Except as otherwise  provided by
the Act, such amendment shall be adopted upon receiving the affirmative votes of
the holders of two-thirds of the Class A Stock and the Class B Stock,  voting as
one class.

         Section 7.6.  Amendments  Affecting Class B Stock.  Section 6.2, Clause
7.32 and Section 7.6 of the Articles  may only be amended  upon  proposal by the
Board, by the adoption of a resolution  setting forth the proposed amendment and
directing  that it be submitted to a vote of the holders of the Class B Stock at
a  designated  meeting  thereof,  which  may be an annual  meeting  or a special
meeting. Such amendment shall be adopted upon receiving the affirmative votes of
the holders of four-fifths of the Class B Stock issued and entitled to vote.

         Section 7.7.  Miscellaneous  Amendments.  Any other  amendments  of the
Articles not specified in Sections 7.2 through 7.6 shall be made,  upon proposal
by the  Board,  by the  adoption  of a  resolution  setting  forth the  proposed
amendment  and  directing  that it be  submitted to a vote of the holders of the
Class B Stock at a designated meeting thereof, which may be an annual meeting or
a  special  meeting.   Such  amendment  shall  be  adopted  upon  receiving  the
affirmative votes of the holders of two-thirds of the Class B Stock.  Amendments
decreasing  (but not increasing) the voting rights of the holders of the Class A
Stock for the election of directors  under the  provisions  of Section 7.1 shall
only be adopted  upon also  receiving  the  affirmative  votes of the holders of
nine-tenths of the Class A Stock.

                                    ARTICLE 8
                     NUMBER AND QUALIFICATIONS OF DIRECTORS

         The Board shall consist of not fewer than five nor more than  seventeen
Directors.  The By-Laws shall specify the exact  number.  Directors  need not be
shareholders  of the Corporation  ("Shareholders").  A majority of the Directors
shall at all times be citizens of the United States.

                                    ARTICLE 9
                      PROVISIONS FOR REGULATION OF BUSINESS
                    AND CONDUCT OF AFFAIRS OF THE CORPORATION

         Section 9.1.  Meetings of Shareholders  and Directors.  Meetings of the
Shareholders and meetings of the Board or any committees thereof  (collectively,
"Committees,"  and  individually,  a "Committee")  shall be held at such places,
within or without  the State of  Indiana,  as the Board may,  from time to time,
establish by appropriate provisions in the By-Laws or by resolution.

         Section 9.2.  Amendment of Articles.  The Corporation reserves
the right to amend, alter, change or repeal any provision contained

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in the  Articles  or any  amendment  thereto,  or to add  any  provision  to the
Articles or any amendment thereto, subject to all the provisions and limitations
prescribed by the Act, any other  applicable  laws,  and the various  applicable
provisions of the  Articles.  All rights and powers  conferred on  Shareholders,
Directors and/or officers of the Corporation ("Officers") by the Articles or any
amendment thereto, are subject to this reserve power.

         Section  9.3.  By-Laws.  The Board  shall have the power,  without  the
assent or vote of the Shareholders, to make, alter, amend or repeal the By-Laws,
but the  affirmative  vote of a number of  Directors  equal to a majority of the
number of all Directors who are elected and qualified at the time of such action
shall be necessary to take any action for the making,  alteration,  amendment or
repeal of the By-Laws.

         Section 9.4.  Conflicts of Interest.  No contract or other  transaction
between  the  Corporation   and  (a)  any  Director  or  (b)  any   corporation,
unincorporated association,  business trust, estate,  partnership,  trust, joint
venture, individual or other legal entity (individually,  a "Legal Entity"), (1)
in which any Director has a material financial interest or is a general partner,
or (2) of which any  Director  is a  director,  officer or trustee (a  "Conflict
Transaction"),   shall  be  void  or  voidable   because  of  such  interest  or
relationship  if  the  material  facts  of  the  Conflict  Transaction  and  the
Director's  interest  were  disclosed  or known to the Board,  a Committee  with
authority to act thereon, or the Shareholders  entitled to vote thereon, and the
Board, such Committee or such Shareholders authorized,  approved or ratified the
Conflict Transaction, or the Conflict Transaction was fair to the Corporation. A
Conflict Transaction is authorized, approved or ratified:

         (i)      By the Board or such Committee if it receives the
                  affirmative vote of a majority of the Directors who have
                  no interest in the Conflict Transaction, notwithstanding
                  the fact that such majority may not constitute a quorum
                  or a majority of the Directors present at the meeting,
                  and notwithstanding the presence or vote of any Director
                  who does have such an interest; provided, however, that
                  no Conflict Transaction may be authorized, approved or
                  ratified by a single Director; or

         (ii)     By such Shareholders, if it receives the vote of a majority of
                  the shares entitled to be counted, in which vote, shares owned
                  or voted  under the  control of any  Director  who,  or of any
                  Legal Entity that, has an interest in the Conflict Transaction
                  may be counted.

         This  Section  9.4 shall not be  construed  to  require  authorization,
ratification or approval by the Shareholders of any Conflict Transaction,  or to
invalidate  any  Conflict  Transaction  which  would  otherwise  be valid  under
applicable common and statutory law.


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<PAGE>



         Section 9.5. Limitation of Liability and Reliance on Corporate Records 
and Other Information.

                  Clause 9.51. General  Limitation.  No Director shall be liable
         for any loss or  damage  suffered  by the  Corporation  because  of any
         action taken or not taken by such  Director,  as a Director or a member
         of any Committee or any other committee  appointed by the Board, if, in
         taking or  omitting  to take any  action  causing  such loss or damage,
         either (a) such Director acted (1) in good faith,  (2) with the care an
         ordinarily  prudent person in a like position would have exercised upon
         similar  circumstances,  and (3) in a manner such  Director  reasonably
         believed  was in the best  interests  of the  Corporation,  or (b) such
         Director's breach of or failure to act in accordance with the standards
         of  conduct  set forth in  Subsection  (a)  hereof  did not  constitute
         willful misconduct or recklessness.

                  Clause  9.52.   Reliance  on   Corporate   Records  and  Other
         Information.  No person shall be liable to the Corporation for any loss
         or damage  suffered by the  Corporation  because of any action taken or
         not taken by such person as a Director,  Officer,  employee or agent of
         the  Corporation  (a "Corporate  Person"),  or as a director,  officer,
         partner,  trustee,  employee or agent of another  Legal Entity which he
         serves or served at the  request  of the  Corporation,  if such  person
         relied in good faith, upon information, opinions, reports or statements
         (including  financial  statements and other financial data) prepared or
         presented by (a) one or more other persons whom such person  reasonably
         believes to be reliable  and  competent in the matters  presented,  (b)
         legal counsel,  public  accountants or other persons as to matters that
         such person  reasonably  believes are within the professional or expert
         competence of such legal counsel,  public accountants or other persons,
         (c) a Committee or other  committee  appointed  by the Board,  of which
         such person is not a member,  if such person  reasonably  believes such
         Committee or such appointed  committee  merits  confidence,  or (d) the
         Board,  if such person is not a Director and  reasonably  believes that
         the Board merits confidence.

                  Clause  9.53.  Savings  Clause.  This Section 9.5 shall not be
         construed  to subject any person to liability  to the  Corporation  for
         loss or damage suffered by the Corporation  because of any action taken
         or not taken by such person for which such person  would not  otherwise
         be liable to the Corporation under applicable common and statutory law.


                                   ARTICLE 10
                                 INDEMNIFICATION

         Section 10.1.  Indemnification of Directors.  The Corporation shall, 
to the extent to which it is empowered to do so by the Act, or any other 
applicable laws, as from time to time in effect,

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<PAGE>



indemnify  any Director  who was or is a party,  or is  threatened  to be made a
party,  to any  threatened,  pending or completed  action,  suit or  proceeding,
whether civil,  criminal,  administrative or investigative and whether formal or
informal  (an  "Action"),  by reason of the fact that he is or was a Director or
who,  while  serving as such  Director,  is or was serving at the request of the
Corporation  as a director,  officer,  partner,  trustee,  employee or agent (an
"Authorized  Capacity")  of another  corporation,  partnership,  joint  venture,
trust,  employee  benefit plan, or other  enterprise,  whether for profit or not
(individually,  "Another Entity"),  against expenses,  including attorney's fees
("Expenses"),  judgments, penalties, fines (including excise taxes assessed with
respect to employee  benefit plans) and amounts paid in settlement  actually and
reasonably  incurred by him in connection  with such Action if such person acted
in good faith and in a manner he reasonably believed,  in the case of conduct in
his official capacity, was in the best interests of the Corporation,  and in all
other cases was not opposed to the best interests of the Corporation,  and, with
respect to any criminal  Action,  he either had reasonable  cause to believe his
conduct was lawful or no  reasonable  cause to believe his conduct was unlawful.
The termination of any Action by judgment,  order, settlement or conviction,  or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not meet the prescribed standards of conduct.

         Section 10.2.  Indemnification  of Officers,  Employees and Agents. The
Corporation  may, to the extent to which it is empowered to do so by the Act, or
any other applicable laws, as from time to time in effect,  indemnify any person
who was or is a party,  or is threatened to be made a party,  to any threatened,
pending or completed Action, by reason of the fact that he is or was an Officer,
employee or agent of the Corporation, or is or was serving at the request of the
Corporation  in an Authorized  Capacity for Another  Entity,  against  Expenses,
judgments,  penalties,  fines  (including  excise taxes assessed with respect to
employee  benefit plans) and amounts paid in settlement  actually and reasonably
incurred by him in  connection  with such  Action if such  person  acted in good
faith and in a manner  he  reasonably  believed  in the case of  conduct  in his
official capacity was in the best interests of the Corporation, and in all other
cases was not  opposed  to the best  interests  of the  Corporation,  and,  with
respect to any criminal  Action,  he either had reasonable  cause to believe his
conduct  was  lawful or had no  reasonable  cause to  believe  his  conduct  was
unlawful.  The  termination  of any  Action,  by  judgment,  order,  settlement,
conviction,  or upon a plea of nolo contendere or its equivalent,  shall not, of
itself, be determinative  that the person did not meet the prescribed  standards
of conduct.

         Section 10.3.  Indemnification in Successfully Defended Actions. To the
extent that a Director,  Officer,  employee or agent of the Corporation has been
successful  on the merits or otherwise in the defense of any Action  referred to
in Section 10.1 or Section 10.2, or in the defense of any claim, issue or matter
in any such

                                      -12-

<PAGE>



Action,  the  Corporation  shall  indemnify  him against  Expenses  actually and
reasonably incurred by him in connection therewith.

         Section 10.4. Indemnification Procedure. Unless ordered by a court, any
indemnification  of any person under  Section 10.1 or Section 10.2 shall be made
by the Corporation  only as authorized in the specific case upon a determination
that  indemnification  of such person is proper in the circumstances  because he
met the applicable standards of conduct. Such determination shall be made (a) by
the Board, by a majority vote of a quorum consisting of Directors who are not at
the time parties to the Action involved  ("Parties"),  or (b) if a quorum cannot
be  obtained  under  Subsection  (a),  by a majority  vote of a  Committee  duly
designated  by the Board (in which  designation  Directors  who are  Parties may
participate), consisting solely of two or more Directors who are not at the time
Parties,  or (c) by written opinion of special legal counsel (1) selected by the
Board or a  Committee  in the  manner  prescribed  in  Subsections  (a) and (b),
respectively,  or (2) if a quorum  cannot be obtained and a Committee  cannot be
designated under Subsections (a) and (b),  respectively,  selected by a majority
of the  full  Board,  in  which  selection  of  Directors  who are  Parties  may
participate,  or (d) by the Shareholders who are not at the time Parties, voting
together as a single class; and provided, further, that shares owned by or voted
under the control of  Directors  who are at the time Parties may not be voted on
the  determination.  Authorization of  indemnification  and evaluation as to the
reasonableness of Expenses shall be made in the same manner as the determination
that indemnification is permissible, except that if the determination is made by
special legal counsel,  authorization  of  indemnification  and evaluation as to
reasonableness  of Expenses shall be made by those entitled under Subsection (c)
to select counsel.

         Section 10.5.  Good Faith  Defined.  For purposes of any  determination
under Section  10.1, a Director  shall be deemed to have acted in good faith and
to have  otherwise met the  applicable  standard of conduct set forth in Section
10.1 if his action is based on information,  opinions,  reports,  or statements,
including  financial  statements and other financial data, prepared or presented
by (a) one or more Officers,  employees or agents of the  Corporation or another
enterprise  whom he  reasonably  believes to be reliable  and  competent  in the
matters presented;  (b) legal counsel,  public accountants,  appraisers or other
persons  as  to  matters  he   reasonably   believes  are  within  the  person's
professional or expert competence;  or (c) a Committee, or a committee appointed
by the Board or by the board of  directors of another  enterprise,  of which the
person is not a member,  if he  reasonably  believes the Committee or committee,
respectively,  merits confidence.  The term "another enterprise" as used in this
Section 10.5 shall mean Another  Entity of which such Director is or was serving
at the request of the Corporation in an Authorized  Capacity.  The provisions of
this Section 10.5 shall not be deemed to be exclusive or to limit in any way the
circumstances  in which a  Director  may be  deemed  to have met the  applicable
standards of conduct set forth in Section 10.1.


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<PAGE>



         Section  10.6.  Payment of  Expenses in  Advance.  Expenses  reasonably
incurred in  connection  with any Action by any Director,  Officer,  employee or
agent may be paid or  reimbursed  by the  Corporation  in  advance  of the final
disposition of such Action as authorized in the specific case in the same manner
described  in  Section  10.4  upon  receipt  of a  written  affirmation  of such
Director's,  Officer's,  employee's or agent's good faith belief that he has met
the  standards  of conduct  described  in Section  10.1 or Section 10.2 and upon
receipt  of a written  undertaking  by or on behalf of such  Director,  Officer,
employee or agent to repay such amount if it shall ultimately be determined that
he did not meet the applicable  standards of conduct and a determination is made
under the procedure set forth in Section 10.4 that the facts then known to those
making the determination would not preclude  indemnification  under this Article
10. Such an undertaking  must be an unlimited  general  obligation of the person
making  it,  but need not be  secured  and may be  accepted  by the  Corporation
without reference to such person's financial ability to make repayment.

         Section 10.7.  Rights Not Exclusive.  The  indemnification  provided in
this Article 10(a) shall not be deemed  exclusive of any other rights to which a
person  seeking  indemnification  may be  entitled  under  (1) any law,  (2) the
By-laws,  (3) any resolution of the Board or of the Shareholders,  (4) any other
authorization,  whenever adopted, after notice, by a majority vote of all shares
entitled  to  vote  thereon,   (5)  any   contract,   or  (6)  the  articles  of
incorporation,  code of by-laws or other governing documents,  or any resolution
of or other authorization by the directors,  shareholders,  partners,  trustees,
members,  owners or  governing  body of Another  Entity;  (b) shall inure to the
benefit of the heirs,  executors and  administrators  of such a person;  and (c)
shall  continue as to any such person who has ceased to be a Director,  Officer,
employee, or agent of the Corporation or to be serving in an Authorized Capacity
for Another Entity.

         Section  10.8.  Insurance.  The  Corporation  shall  have the  power to
purchase  and  maintain  insurance  on  behalf  of  any  person  who is or was a
Director, Officer, employee or agent of the Corporation, or is or was serving at
the  request of the  Corporation  in an  Authorized  Capacity  of or for Another
Entity,  against any liability  asserted  against him and incurred by him in any
such  capacity,  or  arising  out of his  status  as  such,  whether  or not the
Corporation  would have the power to indemnify him against such liability  under
the provisions of this Article 10.

         Section 10.9. Vested Right to Indemnification.  The right of any person
to indemnification under this Article 10 shall vest at the time of occurrence or
performance  of any event,  act or omission  giving rise to the Action for which
indemnification  is sought,  and, once vested,  shall not later be impaired as a
result of any amendment,  repeal, alteration or other modification of any or all
of these provisions. Notwithstanding the foregoing, the indemnification afforded
under this Article 10 shall be applicable to all alleged prior acts or omissions
of any person  seeking  indemnification  hereunder,  regardless of the fact that
such alleged

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<PAGE>



prior acts or omissions may have occurred  prior to the adoption of this Article
10. To the extent such prior acts or omissions cannot be deemed to be covered by
this  Article  10,  the  right of any  individual  to  indemnification  shall be
governed by the  indemnification  provisions in effect at the time of such prior
acts or omissions.

         Section 10.10. Additional Definitions. For purposes of this Article 10,
references  to  the   "Corporation"   shall  include  any  domestic  or  foreign
predecessor  entity of the Corporation in a merger or other transaction in which
the predecessor's existence ceased upon consummation of the transaction.

         For  purposes of this Article 10,  serving an employee  benefit plan at
the request of the Corporation shall include any service as a Director, Officer,
employee  or agent of the  Corporation  which  imposes  duties  on, or  involves
services  by such  Director,  Officer,  employee  or agent  with  respect to any
employee benefit plan, its participants, or beneficiaries. A person who acted in
good faith and in a manner he reasonably believed to be in the best interests of
the participants  and  beneficiaries of an employee benefit plan shall be deemed
to have acted in a manner "not opposed to the best interests of the Corporation"
referred to in this Article 10.

         For purposes of this Article 10, "party" includes any individual who is
or was a plaintiff,  defendant or respondent in any action,  suit or proceeding,
or who is threatened  to be made a named  defendant or respondent in any action,
suit or proceeding.

         For purposes of this  Article 10,  "official  capacity"  when used with
respect to a Director shall mean the office of Director of the Corporation;  and
when used with respect to an  individual  other than a Director,  shall mean the
office  in the  Corporation  held by the  Officer  or the  employment  or agency
relationship  undertaken by the employee or agent on behalf of the  Corporation.
"Official  Capacity" does not include  service for any other foreign or domestic
corporation or any partnership,  joint venture, trust, employee benefit plan, or
other enterprise, whether for profit or not.

         Section 10.11. Payments as a Business Expense. Any payments made to any
indemnified   party  under  this   Article  10  or  under  any  other  right  to
indemnification shall be deemed to be an ordinary and necessary business expense
of the Corporation, and payment thereof shall not subject any person responsible
for the payment,  or the Board, to any action for corporate waste or any similar
action.

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