<PAGE>   1


                                                                   EXHIBIT (3)-2

                        AMENDED ARTICLES OF INCORPORATION
                           (AMENDED DECEMBER 10, 1998)

          FIRST: The name of the Corporation is Aeroquip-Vickers, Inc.

          SECOND: The principal office of the Corporation is located in the City
of Maumee, Lucas County, Ohio.

          THIRD: The purposes of the Corporation are:

          (a) To manufacture, develop, process, produce, fabricate, design,
hold, buy, sell, exchange, export, import, lease, transport, store, manage, and
deal in and with, and patent, and receive and grant licenses with respect to the
use, sale and manufacture of, machinery, equipment, apparatus, devices,
transportation, facilities, tools, chemicals, and goods, wares, merchandise,
processes, patents, formulae, choses in action and other tangible or intangible
personal property of every kind and description;

          (b) To acquire, own, construct, rebuild, repair, use, lease, operate,
manage, sell, mine, quarry and otherwise dispose of and deal in and with any
real estate, natural resources, laboratories, buildings and other structures, or
any interests therein;

          (c) To acquire, hold, guarantee, sell, assign, exchange and otherwise
dispose of or deal in and with shares of stock and other securities of whatever
nature issued by other corporations, governments, firms, trusts or individuals;

          (d) To carry on any one or more of the activities aforesaid on its own
behalf or for others, and to transact any and all business incidental to any of
the foregoing purposes.

          The purposes of the Corporation may from time to time be changed by
amendment of these Articles.

           FOURTH: The number of shares which the Corporation is authorized to
have outstanding is 104,000,000, consisting of 4,000,000 shares of Serial
Preferred Stock without par value (hereinafter called "Serial Preferred Stock")
and 100,000,000 Common Shares of the par value of $5 per share (hereinafter
called "Common Shares").

          The shares of such classes shall have the following express terms:

Paragraph 1.  EXPRESS TERMS OF THE SERIAL PREFERRED STOCK

          Section 1. The Serial Preferred Stock may be issued from time to time
in one or more series. All shares of Serial Preferred Stock shall be of equal
rank and shall be identical, except in respect of the matters that may be fixed
by the Board of Directors as hereinafter provided and each share of each series
shall be identical with all other shares of such series, except as to the date
from which dividends are cumulative. Subject to the provisions of Sections 2 to
8, both inclusive, of this Paragraph, which provisions shall apply to all Serial
Preferred Stock, the Board of Directors hereby is authorized to cause such
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 (except where otherwise provided in the
                    creation of
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<PAGE>   2

                    the series) increase or decrease (but not below the number
                    of shares thereof then outstanding).

          (c)       The annual dividend rate of the series.

          (d)       The dates at 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)       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.

          (h)       Whether the shares of the series shall be convertible into
                    Common Shares and, if so, the conversion rate or rates, any
                    adjustments thereof, and all other terms and conditions upon
                    which such conversion may be made.

          (i)       Restrictions (in addition to those set forth in Section 6(b)
                    and 6(c) of this Paragraph) 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 fixing, with respect to each such
series, the matters described in clauses (a) to (i), both inclusive, of this
Section 1.

     Section 2. The holders of Serial Preferred Stock of each series, in
preference to the holders of Common Shares and of any other class of shares
ranking junior to the Serial Preferred Stock, shall be entitled to receive out
of any funds legally available and when and as declared by the Board of
Directors dividends in cash at the rate for such series fixed in accordance with
the provisions of Section 1 of this Paragraph and no more, 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 or set apart
for any of the Serial Preferred Stock 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 paid upon or declared or set apart for all Serial Preferred
Stock of all series then issued and outstanding and entitled to receive such
dividend.

     Section 3. In no event so long as any Serial Preferred Stock shall be
outstanding shall any dividend, except a dividend payable in Common Shares or
other shares ranking junior to the Serial Preferred Stock, be paid or declared
or any distribution be made except as aforesaid on the Common Shares or any
other shares ranking junior to the Serial Preferred Stock, nor shall any Common
Shares or any other shares ranking junior to the Serial Preferred Stock be
purchased, retired or otherwise acquired by the Corporation:

     (a)  Unless all accrued and unpaid dividends on Serial Preferred Stock,
          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 there shall be no arrearages with respect to the redemption of
          Serial Preferred Stock of any series from any sinking fund provided
          for shares of such series in accordance with the provisions of Section
          1 of this Paragraph.

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<PAGE>   3

         Section 4.

     (a)  Subject to the express terms of each series and to the provisions of
          Section 6(b)(iii) of this Paragraph 1, the Corporation may from time
          to time redeem all or any part of the Serial Preferred Stock of any
          series at the time outstanding (i) 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 Paragraph, or (ii)
          in fulfillment of 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
          Paragraph, together in each case with accrued and unpaid dividends to
          the redemption date.

     (b)  Notice of every such redemption shall be mailed, postage prepaid, to
          the holders of record of the Serial Preferred Stock to be redeemed at
          their respective addresses then appearing on the books of the
          Corporation, not less than thirty (30) days nor more than sixty (60)
          days prior to the date fixed for such redemption. At any time before
          or after notice has been given as above provided, the Corporation may
          deposit the aggregate redemption price of the shares of Serial
          Preferred Stock to be redeemed with any bank or trust company in
          Toledo, Ohio, or New York, New York, having capital and surplus of
          more than Five Million Dollars ($5,000,000), named in such notice,
          directed to be paid to the respective holders of the shares of Serial
          Preferred Stock so to be redeemed, in amounts equal to the redemption
          price of all shares of Serial Preferred Stock so to be redeemed, on
          surrender of the stock certificate or certificates held by such
          holders, and upon 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 interest in or claim against the Corporation
          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 privileges of conversion. In
          case less than all of the outstanding shares of Serial Preferred Stock
          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 shares of Serial Preferred Stock which shall have
          been called for redemption shall not, within ten years after such
          deposit, claim the amount deposited for the redemption thereof, 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 shares of Serial Preferred Stock which are redeemed by the
          Corporation pursuant to the provisions of this Section 4 and any
          shares of Serial Preferred Stock which are purchased and delivered in
          satisfaction of any sinking fund requirements provided for shares of
          such series and any shares of Serial Preferred Stock which are
          converted in accordance with the express terms thereof shall be
          cancelled and not reissued. Any shares of Serial Preferred Stock
          otherwise acquired by the Corporation shall resume the status of
          authorized and unissued shares of Serial Preferred Stock without
          serial designation.

         Section 5.

     (a)  The holders of Serial Preferred Stock 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 the Common Shares or any 

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          other shares ranking junior to the Serial Preferred Stock, the amounts
          fixed with respect to shares of such series in accordance with Section
          1 of this Paragraph, plus in either 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 shares of Serial Preferred Stock of the
          full preferential amount to which they are respectively entitled, then
          such net assets shall be distributed ratably upon outstanding shares
          of Serial Preferred Stock in proportion to the full preferential
          amount to which each such share is entitled.

          After payment to holders of Serial Preferred Stock of the full
          preferential amounts as aforesaid, holders of Serial Preferred Stock
          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 the property or
          business of the Corporation, shall not be deemed to be a dissolution,
          liquidation or winding up, voluntary or involuntary, for the purposes
          of this Section 5.

         Section 6.

     (a)  The holders of Serial Preferred Stock shall be entitled to one vote
          for each share of such stock upon all matters presented to the
          shareholders; and, except as otherwise provided herein or required by
          law, the holders of Serial Preferred Stock and the holders of Common
          Shares shall vote together as one class on all matters.

          If, and so often as, the Corporation shall be in default in the
          payment of six (6) full quarterly dividends (whether or not
          consecutive) on any series of Serial Preferred Stock at the time
          outstanding, whether or not earned or declared, the holders of Serial
          Preferred Stock of all series, voting separately as a class and in
          addition to all other rights to vote for Directors, shall be entitled
          to elect, as herein provided, two (2) members of the Board of
          Directors of the Corporation; provided, however, that the holders of
          shares of Serial Preferred Stock shall not have or exercise such
          special class voting rights except at meetings of the shareholders for
          the election of Directors at which the holders of not less than
          thirty-five per cent (35%) of the outstanding shares of Serial
          Preferred Stock of all series then outstanding are present in person
          or by proxy; and provided further 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 Stock of all series then outstanding shall have been paid,
          whereupon the holders of Serial Preferred Stock 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 paragraph.

          In the event of default entitling the holders of Serial Preferred
          Stock to elect two (2) 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 ten per cent
          (10%) of the shares of Serial Preferred Stock of all series at the
          time outstanding, and notice thereof shall be given in the same manner
          as that required for the annual 

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<PAGE>   5


          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 ninety (90) days after the date of
          receipt of the foregoing written request from the holders of Serial
          Preferred Stock. At any meeting at which the holders of Serial
          Preferred Stock shall be entitled to elect Directors, the holders of
          thirty-five per cent (35%) of the then outstanding shares of Serial
          Preferred Stock 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 such a quorum shall be sufficient to elect the members of the
          Board of Directors which the holders of Serial Preferred Stock are
          entitled to elect as hereinabove provided.

     (b)  The affirmative vote of the holders of at least two-thirds of the
          shares of Serial Preferred Stock at the time outstanding, given in
          person or by proxy at a meeting called for the purpose at which the
          holders of Serial Preferred Stock shall vote separately as a class,
          shall be necessary to effect any one or more of the following (but so
          far as the holders of Serial Preferred Stock are concerned, such
          action may be effected with such vote):

          (i)  Any amendment, alteration or repeal of any of the provisions of
               the Articles of Incorporation or of the Regulations of the
               Corporation which affects adversely the voting powers, rights or
               preferences of the holders of Serial Preferred Stock; provided,
               however, that, for the purpose of this clause (i) only, neither
               the amendment of the Articles of Incorporation so as to authorize
               or create, or to increase the authorized or outstanding amount
               of, Serial Preferred Stock or of any shares of any class ranking
               on a parity with or junior to the Serial Preferred Stock, nor the
               amendment of the provisions of the Regulations so as to increase
               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 Stock; and provided further, that if
               such amendment, alteration or repeal affects adversely the rights
               or preferences of one or more but not all series of Serial
               Preferred Stock at the time outstanding, only the affirmative
               vote of the holders of at least two-thirds of the number of the
               shares at the time outstanding of the series so affected shall be
               required;

          (ii) The authorization or creation of, or the increase in the
               authorized amount of, any shares of any class, or any security
               convertible into shares of any class, ranking prior to the Serial
               Preferred Stock; or

          (iii) The purchase or redemption (for sinking fund purposes or
               otherwise) of less than all of the Serial Preferred Stock then
               outstanding except in accordance with a stock purchase offer made
               to all holders of record of Serial Preferred Stock, unless all
               dividends upon all Serial Preferred Stock then outstanding for
               all previous quarterly dividend periods shall have been declared
               and paid or funds therefor set apart and all accrued sinking fund
               obligations applicable thereto shall have been complied with.

     (c)  The affirmative vote of the holders of at least a majority of the
          shares of Serial Preferred Stock at the time outstanding, given in
          person or by proxy at a meeting called for the purpose at which the
          holders of Serial Preferred Stock shall vote separately as a class,
          shall be necessary to effect any one or more of the following (but so
          far as the holders of Serial Preferred Stock are concerned, such
          action may be effected with such vote):

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          (i)  The sale, lease or conveyance by the Corporation of all or
               substantially all of its property or business, or its
               consolidation with or merger into any other corporation unless
               the corporation resulting from such consolidation or merger will
               have after such consolidation or merger no class of shares either
               authorized or outstanding ranking prior to or on a parity with
               the Serial Preferred Stock except the same number of shares
               ranking prior to or on a parity with the Serial Preferred Stock
               and having the same rights and preferences as the shares of the
               Corporation authorized and outstanding immediately preceding such
               consolidation or merger, and each holder of Serial Preferred
               Stock immediately preceding such consolidation or merger shall
               receive the same number of shares, with the same rights and
               preferences, of the resulting corporation; or

          (ii) The authorization of any shares ranking on a parity with the
               Serial Preferred Stock or an increase in the authorized number of
               shares of Serial Preferred Stock.

     Section 7. The holders of Serial Preferred Stock shall have no pre-emptive
right to purchase or have offered to them for purchase any shares or other
securities of the Corporation, whether now or hereafter authorized.

     Section 8. For the purpose of this Paragraph 1:

     Whenever reference is made to shares "ranking prior to the Serial Preferred
Stock" or "on a parity with the Serial Preferred Stock," 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, or rank on an equality
with (as the case may be) the rights of the holders of Serial Preferred Stock;
and whenever reference is made to shares "ranking junior to the Serial Preferred
Stock," 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 are
junior and subordinate to the rights of the holders of Serial Preferred Stock.

Paragraph 1(a). EXPRESS TERMS OF THE $4.75 CUMULATIVE CONVERTIBLE PREFERRED
STOCK, SERIES A.

     There is hereby established a first series of Serial Preferred Stock to
which the following provisions shall be applicable:

     Section 1. DESIGNATION OF SERIES. The series shall be designated "$4.75
Cumulative Convertible Preferred Stock, Series A" (hereinafter called "Series A
Preferred Stock").

     Section 2. NUMBER OF SHARES. The number of shares of Series A Preferred
Stock is 1,357,100, which number the Board of Directors may increase or decrease
(but not below the number of shares of the series then outstanding).

     Section 3. DIVIDEND RATE. The dividend rate for Series A Preferred Stock is
$4.75 per share per annum.

     Section 4. DIVIDEND PAYMENT DATES; CUMULATION DATES. The dates at which
dividends on the Series A Preferred Stock shall be payable are March 10, June
10, September 10 and December 10 of each year. Dividends on Series A Preferred
Stock shall be cumulative from and after the date of issuance thereof.


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     Section 5. REDEMPTION PRICES. The Series A Preferred Stock shall not be
redeemable by the Corporation prior to January 1, 1974. Thereafter the
redemption prices for the Series A Preferred Stock shall be as follows:
<TABLE>
<CAPTION>

                      If the Redemption
                     Date Is During the
                       12-Month Period                Redemption
                     Beginning January 1                Price
                     ------------------               ----------
<S>                                                      <C>
                            1974                         $104.75
                            1975                          103.75
                            1976                          102.75
                            1977                          101.75
                            1978                          100.75
                         Thereafter                       100.00
</TABLE>

     Section 6. LIQUIDATION RIGHTS. The amount payable on Series A Preferred
Stock in the event of any voluntary or involuntary liquidation, dissolution or
winding up of the affairs of the Corporation shall be an amount equal to $100.00
per share.

     Section 7. CONVERSION RIGHTS.

     (a)  Subject to the provisions for adjustment hereinafter set forth, shares
          of the Series A Preferred Stock shall be convertible at any time at
          the option of the holder thereof, upon surrender to any transfer agent
          for such series of the certificate or certificates evidencing the
          shares so to be converted, into fully paid and non-assessable Common
          Shares of the Corporation at the initial rate of one and one-half
          (1-1/2) Common Shares for each share of the Series A Preferred Stock
          so surrendered for conversion. The right to convert shares of the
          Series A Preferred Stock shall terminate with respect to shares called
          for redemption on the third business day prior to the date fixed for
          redemption. Upon conversion, no payment or adjustment shall be made
          for dividends on the shares of the Series A Preferred Stock so
          converted.

     (b)  The number of Common Shares and the number of shares of other classes
          of the Corporation, if any, into which each share of the Series A
          Preferred Stock is convertible shall be subject to adjustment from
          time to time only as follows:

          (i)  In case the Corporation shall (A) establish a record date for the
               determination of the holders of its Common Shares who are
               entitled to receive a dividend declared payable in Common Shares
               of the Corporation, (B) subdivide its Common Shares, (C) combine
               its outstanding Common Shares into a smaller number of shares or
               (D) issue by reclassification of its Common Shares any shares of
               the Corporation, the holder of each share of the Series A
               Preferred Stock shall thereafter be entitled to receive upon the
               conversion of such share the number of shares of the Corporation
               which he would have owned or have been entitled to receive after
               the happening of any of the events described above had such share
               of the Series A Preferred Stock been converted immediately prior
               to the happening of such event, such adjustment to become
               effective immediately after the opening of business on the day
               following such record date or the day upon which such
               subdivision, combination or reclassification becomes effective.

          (ii) In case of any consolidation or merger of the Corporation with or
               into another corporation, or in case of any sale or conveyance to
               another corporation of all or substantially all the property of
               the Corporation, the holder of each share of the Series A
               Preferred Stock then outstanding shall have the right thereafter,
               so long as his conversion right 

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               hereunder shall exist, to convert such share into the kind and
               amount of shares of stock or other securities or property
               receivable upon such consolidation, merger, sale or conveyance by
               a holder of the number of Common Shares of the Corporation into
               which such share might have been converted immediately prior to
               such consolidation, merger, sale or conveyance, and shall have no
               other conversion rights under these provisions; in any such
               event, effective provision shall be made, in the articles or
               certificate of incorporation of the resulting or surviving
               corporation or otherwise, so that the provisions set forth herein
               for the protection of the conversion rights of the shares of the
               Series A Preferred Stock shall thereafter be applicable, as
               nearly as reasonably may be, to any such other shares of stock,
               other securities or property deliverable upon conversion of the
               shares of the Series A Preferred Stock remaining outstanding, and
               any such resulting or surviving corporation shall expressly
               assume the obligation to deliver, upon the exercise of the
               conversion privilege, such shares, securities or property as the
               holders of the shares of the Series A Preferred Stock remaining
               outstanding shall be entitled to receive pursuant to the
               provisions hereof, and to make provision for the protection of
               the conversion right as above provided.

          (iii) No fractional Common Share shall be issued upon any conversion
               but, in lieu thereof, there shall be paid to the holder of the
               shares of the Series A Preferred Stock surrendered for conversion
               as soon as practicable after the date such shares are surrendered
               for conversion an amount in cash equal to the same fraction of
               the market value of a full Common Share, unless the Board of
               Directors of the Corporation shall determine to adjust fractional
               shares by the issue of fractional scrip certificates or in some
               other manner. For such purpose, the market value of a Common
               Share shall be the last sales price of 100 shares or more on the
               day immediately preceding the date upon which such shares are
               surrendered for conversion, or, in case no such sale takes place
               on such day, the average of the closing bid and asked prices on
               such day, in either case as officially quoted by the New York
               Stock Exchange.

          (iv) No adjustment in the number of Common Shares into which each
               share of the Series A Preferred Stock is convertible shall be
               required unless such adjustment would require an increase or
               decrease of at least 1/100th of a share in the number of Common
               Shares into which such share is then convertible; provided,
               however, that any adjustments which by reason of this clause (iv)
               are not required to be made shall be carried forward and taken
               into account in any subsequent adjustment.

          (v)  Whenever any adjustment is required in the Common Shares into
               which each share of the Series A Preferred Stock is convertible,
               the Corporation shall forthwith (A) file with the transfer agent
               or transfer agents for the shares of the Series A Preferred Stock
               a statement describing in reasonable detail the adjustment and
               the method of calculation used and (B) shall instruct the said
               transfer agent or agents to exhibit the same from time to time to
               any holder of Series A Preferred Stock desiring an inspection
               thereof.

(c)  The Corporation shall at all times reserve and keep available out
     of its authorized but unissued Common Shares the full number of
     shares into which all shares of the Series A Preferred Stock from
     time to time outstanding are convertible, but Common Shares held 

                                      -75-
<PAGE>   9

          in the treasury of the Corporation may be delivered upon any
          conversion of shares of the Series A Preferred Stock in the
          Corporation's discretion.

     (d)  The Corporation will pay any and all issue and other taxes that may be
          payable in respect of any issue or delivery of Common Shares on
          conversion of shares of the Series A Preferred Stock pursuant hereto.
          The Corporation shall not, however, be required to pay any tax which
          may be payable in respect of any transfer involved in the issue and
          delivery of shares in a name other than that in which the shares of
          the Series A Preferred Stock so converted were registered and no such
          issue or delivery shall be made unless and until the person requesting
          such issue has paid to the Corporation the amount of any such tax or
          has established, to the satisfaction of the Corporation, that such tax
          has been paid.

     (e)  In the event the Corporation shall offer securities of the Corporation
          or of any other corporation to the holders of its Common Shares, the
          Corporation shall make the same offer to the holders of shares of the
          Series A Preferred Stock, giving to each such holder the right to
          purchase at the offer price the amount of such securities which such
          holder would have been entitled to purchase had he converted each
          share of the Series A Preferred Stock held by him immediately prior to
          the taking of a record of the holders of Common Shares for the purpose
          of entitling them to receive such offer, such offer to the holders of
          shares of the Series A Preferred Stock to be made to those holders who
          are such of record on the books of the Corporation on the same date as
          is used for the taking of a record of the holders of Common Shares for
          such offer.

     (f)  Upon conversion of Series A Preferred Stock, the stated capital of the
          Common Shares issued upon such conversion shall be the aggregate par
          value thereof, and the stated capital of the Corporation shall be
          correspondingly increased or reduced to reflect the difference between
          the stated capital of the Series A Preferred Stock so converted and
          the stated capital of the Common Shares issued upon conversion.

Paragraph 1(b).   EXPRESS TERMS OF THE CUMULATIVE REDEEMABLE PREFERRED STOCK.

     There is hereby established a series of Serial Preferred Stock to which the
following provisions shall be applicable:

     Section l. DESIGNATION OF SERIES. The series shall be designated
"Cumulative Redeemable Serial Preferred Stock" (hereinafter sometimes called
this "Series" or the "Cumulative Redeemable Preferred Shares").

     Section 2. NUMBER OF SHARES. The number of shares of this Series shall be
1,000,000.

     Section 3. DIVIDENDS.

     (a)  The holders of record of Cumulative Redeemable Preferred Shares shall
          be entitled to receive, when and as declared by the Board of Directors
          in accordance with the terms hereof, out of funds legally available
          for the purpose, cumulative quarterly dividends payable in cash on the
          first day of January, April, July and October in each year (each such
          date being referred to herein as a "Quarterly Dividend Payment Date"),
          commencing on the first Quarterly Dividend Payment Date after the
          first issuance of a Cumulative Redeemable Preferred Share in an amount
          per share (rounded to the nearest cent) equal to the lesser of (i)
          $500 per share or (ii) subject to the provision for adjustment
          hereinafter set forth, 100 times the aggregate per share amount of all
          cash dividends, and 100 times the aggregate per share amount (payable
          in cash) of all non-cash dividends or other distributions

                                      -76-
<PAGE>   10
          (other than a dividend payable in Common Shares, or a subdivision of
          the outstanding Common Shares (by reclassification or otherwise)),
          declared on the Common Shares since the immediately preceding
          Quarterly Dividend Payment Date, or, with respect to the first
          Quarterly Dividend Payment Date, since the first issuance of any
          Cumulative Redeemable Preferred Share or fraction of a Cumulative
          Redeemable Preferred Share. In the event the Corporation shall at any
          time declare or pay any dividend on the Common Shares payable in
          Common Shares, or effect a subdivision or combination or consolidation
          of the outstanding Common Shares (by reclassification or otherwise
          than by payment of a dividend in Common Shares) into a greater or
          lesser number of Common Shares, then in each such case the amount to
          which holders of Cumulative Redeemable Preferred Shares were entitled
          immediately prior to such event under clause (ii) of the preceding
          sentence shall be adjusted by multiplying such amount by a fraction
          the numerator of which is the number of Common Shares outstanding
          immediately after such event and the denominator of which is the
          number of Common Shares that were outstanding immediately prior to
          such event.

     (b)  Dividends shall begin to accrue and be cumulative on outstanding
          Cumulative Redeemable Preferred Shares from the Quarterly Dividend
          Payment Date next preceding the date of issue of such Cumulative
          Redeemable Preferred Shares, unless the date of issue of such shares
          is prior to the record date for the first Quarterly Dividend Payment
          Date, in which case dividends on such shares shall begin to accrue
          from the date of issue of such shares, or unless the date of issue is
          a Quarterly Dividend Payment Date or is a date after the record date
          for the determination of holders of shares of Cumulative Redeemable
          Preferred Shares entitled to receive a quarterly dividend and before
          such Quarterly Dividend Payment Date, in either of which events such
          dividends shall begin to accrue and be cumulative from such Quarterly
          Dividend Payment Date. Accrued but unpaid dividends shall not bear
          interest. No dividends shall be paid upon or declared and set apart
          for any Cumulative Redeemable Preferred Shares for any dividend period
          unless at the same time a dividend for the same dividend period,
          ratably in proportion to the respective annual dividend rates fixed
          therefor, shall be paid upon or declared and set apart for all Serial
          Preferred Stock of all series then outstanding and entitled to receive
          such dividend. The Board of Directors may fix a record date for the
          determination of holders of Cumulative Redeemable Preferred Shares
          entitled to receive payment of a dividend or distribution declared
          thereon, which record date shall be no more than 40 days prior to the
          date fixed for the payment thereof.

     Section 4. REDEMPTIONS. Subject to the provisions of Section 6(b)(iii) of
Paragraph l and in accordance with Section 4 of Paragraph l, the Cumulative
Redeemable Preferred Shares shall be redeemable from time to time at the option
of the Board of Directors of the Corporation, as a whole or in part, at any time
at a redemption price per share equal to one hundred times the then applicable
Purchase Price as defined in that certain Rights Agreement, dated as of February
7, 1999, between the Corporation and First Chicago Trust Company of New York
(the "Rights Agreement"), as the same may be from time to time amended in
accordance with its terms, which Purchase Price is $150.00 as of February 7,
1999, subject to adjustment from time to time as provided in the Rights
Agreement. Copies of the Rights Agreement are available from the Corporation
upon request. In case less than all of the outstanding Cumulative Redeemable
Preferred Shares 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.

     Section 5. LIQUIDATIONS.

     (a)  In the event of any voluntary or involuntary liquidation, dissolution
          or winding up of the affairs of the Corporation

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          (hereinafter referred to as a "Liquidation"), no distribution shall be
          made to the holders of shares of stock ranking junior (either as to
          dividends or upon Liquidation) to the Cumulative Redeemable Preferred
          Shares, unless, prior thereto, the holders of Cumulative Redeemable
          Preferred Shares shall have received at least an amount per share
          equal to one hundred times the then applicable Purchase Price as
          defined in the Rights Agreement, as the same may be from time to time
          amended in accordance with its terms (which Purchase Price is $150.00
          as of February 7, 1999), subject to adjustment from time to time as
          provided in the Rights Agreement, plus an amount equal to accrued and
          unpaid dividends and distributions thereon, whether or not earned or
          declared, to the date of such payment, provided that the holders of
          shares Cumulative Redeemable Preferred Shares shall be entitled to
          receive at least an aggregate amount per share, subject to the
          provision for adjustment hereinafter set forth, equal to 100 times the
          aggregate amount to be distributed per share to holders of Common
          Shares (the "Cumulative Redeemable Preferred Shares Liquidation
          Preference").

     (b)  In the event, however, that the net assets of the Corporation are not
          sufficient to pay in full the amount of the Cumulative Redeemable
          Preferred Shares Liquidation Preference and the liquidation
          preferences of all other series of Serial Preferred Stock, if any,
          which rank on a parity with the Cumulative Redeemable Preferred Shares
          as to distribution of assets in Liquidation, all shares of this Series
          and of such other series of Serial Preferred Stock shall share ratably
          in the distribution of assets (or proceeds thereof) in Liquidation in
          proportion to the full amounts to which they are respectively
          entitled.

     (c)  In the event the Corporation shall at any time declare or pay any
          dividend on the Common Shares payable in Common Shares, or effect a
          subdivision or combination or consolidation of the outstanding Common
          Shares (by reclassification or otherwise than by payment of a dividend
          in Common Shares) into a greater or lesser number of Common Shares,
          then in each such case the amount to which holders of Cumulative
          Redeemable Preferred Shares were entitled immediately prior to such
          event pursuant to the proviso set forth in paragraph (a) above, shall
          be adjusted by multiplying such amount by a fraction the numerator of
          which is the number of Common Shares outstanding immediately after
          such event and the denominator of which is the number of Common Shares
          that were outstanding immediately prior to such event.

     (d)  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 the property or
          business of the Corporation, shall not be deemed to be a Liquidation
          for the purposes of this Section 5.

     Section 6. CONVERSIONS. The Cumulative Redeemable Preferred Shares shall
not be convertible into Common Shares.

Paragraph 2.  EXPRESS TERMS OF THE COMMON SHARES

     The Common Shares shall be subject to the express terms of the Serial
Preferred Stock and any series thereof. Each Common Share shall be equal to
every other Common Shares. The holders of Common Shares shall be entitled to one
vote for each share upon all matters presented to the shareholders. The holders
of Common Shares shall have no pre-emptive rights to purchase or have offered to
them for purchase any Common Shares which the Corporation may from time to time
issue and offer for sale for any purpose, and any such rights heretofore
existing are hereby terminated.

     FIFTH: The Corporation by action of its Board of Directors may purchase any
issued shares of the Corporation to the extent not prohibited by law.

                                      -78-
<PAGE>   12



     SIXTH: Notwithstanding any provision of the Revised Code, as now or
hereafter in force, requiring for any purpose the vote, consent, waiver, or
release of the holders of a designated proportion (but less than all) of the
shares of the Corporation, such vote, consent, waiver, or release, unless
otherwise expressly provided by law, may be made or taken by the vote of the
holders of shares entitling them to exercise a majority of the voting power of
the Corporation.

     SEVENTH: These Amended Articles of Incorporation supersede and take the
place of the existing Articles.


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