AMENDED AND RESTATED ARTICLES OF INCORPORATION

                                       OF

                                  ANACOMP, INC.

                                    ARTICLE I
                                      NAME

      The name of the Corporation is Anacomp, Inc.

                                   ARTICLE II
                               PURPOSES AND POWERS

      Section  1.  Purposes  of the  Corporation.  The  purposes  for  which the
Corporation  is formed are to transact any or all lawful  business  permitted by
applicable law and for which  corporations  may now or hereafter be incorporated
under the Corporation Law.

      Section 2. Powers of the Corporation.  The Corporation  shall have (a) all
powers now or hereafter authorized by or vested in corporations  pursuant to the
provisions  of the  Corporation  Law, (b) all powers now or hereafter  vested in
corporations  by common  law or any other  statute  or act,  and (c) all  powers
authorized by or vested in the  Corporation  by the provisions of these Restated
Articles of  Incorporation  or by the  provisions  of its Bylaws as from time to
time in effect.

                                   ARTICLE III
                                TERM OF EXISTENCE

      The period during which the Corporation shall continue is perpetual.

                                   ARTICLE IV
                           REGISTERED OFFICE AND AGENT

      The street address of the  Corporation's  registered office at the time of
adoption of these Amended and Restated  Articles of  Incorporation  is One North
Capitol  Avenue,  Indianapolis,  Indiana  46204,  and the name of its registered
agent at such  office at the time of  adoption  of these  Amended  and  Restated
Articles of Incorporation is C T Corporation System.

                                    ARTICLE V
                                     SHARES

      The total  number of shares that the  Corporation  has  authority to issue
shall be 41,000,000  shares  consisting of 40,000,000 common shares (the "Common
Shares"),   and  1,000,000  preferred  shares  (the  "Preferred  Shares").   The
Corporation's  shares  shall  have  a par  value  of one  cent  per  share.  The
Corporation  shall  have the  power to issue  fractional  shares or scrip in the
manner and to the extent now or hereafter  permitted by the laws of the State of
Indiana.

                                   ARTICLE VI
                                 TERMS OF SHARES

      Section 1. General  Terms of All Shares.  The  Corporation  shall have the
power to acquire (by purchase,  redemption,  or otherwise),  hold, own,  pledge,
sell, transfer,  assign,  reissue,  cancel or otherwise dispose of the shares of
the  Corporation  in the manner and to the extent now or hereafter  permitted by
the laws of the State of Indiana,  including the power to purchase,  redeem,  or
otherwise  acquire the  Corporation's  own shares,  directly or  indirectly  and
without  pro rata  treatment  of the owners of holders of any class or series of
shares,  unless,  after giving effect thereto, the Corporation would not be able
to pay its debts as they  become  due in the usual  course  of  business  or the
Corporation's  total assets would be less than its total liabilities and without
regard to any  amounts  that  would be  needed,  if the  Corporation  were to be
dissolved at the time of the  purchase,  redemption,  or other  acquisition,  to
satisfy  the  preferential   rights  upon  dissolution  of  shareholders   whose
preferential  rights are  superior  to those of the holders of the shares of the
Corporation being purchased,  redeemed, or otherwise acquired,  unless otherwise
expressly  provided  with  respect  to a  series  of  Preferred  Shares  in  the
provisions of these Amended and Restated  Articles of  Incorporation  adopted by
the Board of Directors  pursuant to Section 3(a) of Article VI hereof describing
the terms of such series.  Shares of the  Corporation  purchased,  redeemed,  or
otherwise  acquired  by it  shall  constitute  authorized  and  issued  but  not
outstanding  shares,  unless  the Board of  Directors  shall at any time adopt a
resolution providing that such shares constitute authorized but issued shares.

      The Board of Directors of the Corporation may dispose of, issue,  and sell
shares in accordance  with, and in such amounts as may be permitted by, the laws
of the  State of  Indiana  and the  provisions  of these  Amended  and  Restated
Articles of Incorporation and for such  consideration,  at such price or prices,
at such  time or  times  and upon  such  terms  and  conditions  (including  the
privilege of selectively repurchasing the same) as the Board of Directors of the
Corporation  shall  determine  to be  adequate,  without  the  authorization  or
approval by any  shareholders  of the  Corporation.  When disposed of, issued or
sold, such shares will be fully paid and non-assessable.  Shares may be disposed
of, issued,  and sold to such persons,  firms,  or  corporations as the Board of
Directors may  determine,  without any  preemptive or other right on the part of
the owners or holders of other shares of the Corporation of any class or kind to
acquire such shares by reason of their ownership of such other shares.

      The Corporation shall have the power to declare and pay dividends or other
distributions upon the issued and outstanding shares of the Corporation, subject
to the  limitation  that a dividend  or other  distribution  may not be made if,
after giving it effect,  the  Corporation  would not be able to pay its debts as
they  become due in the usual  course of  business  or the  Corporation's  total
assets  would be less  than its  total  liabilities  and  without  regard to any
amounts  that would be needed,  if the  Corporation  were to be dissolved at the
time of the dividend or other  distribution,  to satisfy the preferential rights
upon dissolution of shareholders whose preferential rights are superior to those
of the holders of shares  receiving the dividend or other  distribution,  unless
otherwise expressly provided with respect to a series of Preferred Shares in the
provisions of these Amended and Restated  Articles of  Incorporation  adopted by
the Board of Directors  pursuant to Section  3(a) of this Article VI  describing
the terms of such series. The Board of Directors may base a determination that a
distribution is not prohibited  either on financial  statements  prepared on the
basis  of  accounting  practices  and  principles  that  are  reasonable  in the
circumstances  or on a fair  valuation or other method that is reasonable in the
circumstances. The Corporation shall have the power to issue shares of one class
or series as a share dividend or other  distribution in respect of that class or
series or one or more  other  classes  or series  without  the  approval  of the
holders  of either  of those  classes  or  series,  except  as may be  otherwise
provided with respect to a series of Preferred Shares in the provisions of these
Amended and Restated Articles of Incorporation adopted by the Board of Directors
pursuant to Section 3(a) of this Article VI describing the terms of such series.

      Section 2. Terms of Common  Shares.  The Common  Shares  shall be equal in
every respect insofar as their relationship to the Corporation is concerned, but
such  equality of rights shall not imply  equality of treatment as to redemption
or other acquisition of shares by the Corporation.  Subject to the rights of the
holders of any issued and  outstanding  Preferred  Shares under this Article VI,
the  holders  of  Common  Shares  shall be  entitled  to share  ratably  in such
dividends or other distributions  (other than purchases,  redemptions,  or other
acquisitions of Common Shares of the  Corporation),  if any, as are declared and
paid from time to time on the Common  Shares at the  discretion  of the Board of
Directors.  In the event of any liquidation,  dissolution,  or winding up of the
Corporation, either voluntary or involuntary, after payment shall have been made
to the holders of the Preferred Shares of the full amount to which they shall be
entitled  under this Article VI, the holders of Common Shares shall be entitled,
to the exclusion of the holders of the  Preferred  Shares of any and all series,
to share,  ratably  according  to the number of shares of Common  Shares held by
them, in all remaining  assets of the Corporation  available for distribution to
its shareholders.




      Section 3.  Terms of Preferred Shares.

      (a)  Preferred  Shares  may be  issued  from  time  to time in one or more
series,  each  such  series  to have such  distinguishing  designation  and such
preferences,  limitations,  and relative voting and other rights as shall be set
forth in these Amended and Restated  Articles of  Incorporation.  Subject to the
requirements of the Corporation Law and subject to all other provisions of these
Amended and Restated  Articles of  Incorporation,  the Board of Directors of the
Corporation  may  create  one or more  series  of  Preferred  Shares  and  shall
determine the preferences,  limitations, and relative voting and other rights of
one or more series of Preferred Shares before the issuance of any shares of that
series by the adoption of an amendment to these Amended and Restated Articles of
Incorporation  that specifies the terms of that series of Preferred Shares.  All
shares of a series of Preferred  Shares must have  preferences,  limitations and
relative voting and other rights  identical to those of other shares of the same
series.  No series of Preferred  Shares need have  preferences,  limitations  or
relative  voting or other  rights  identical  with those of any other  series of
Preferred Shares.

      Before  issuing any shares of a series of Preferred  Shares,  the Board of
Directors  shall adopt an  amendment to these  Amended and Restated  Articles of
Incorporation,  which shall be  effective  without any  shareholder  approval or
other action,  that fixes and sets forth the distinguishing  designation of such
series; the number of shares that shall constitute such series, which number may
be  increased  or  decreased  (but not below the number of shares  thereof  then
outstanding)  from time to time by action  of the  Board of  Directors;  and the
preferences,  limitations,  and relative  voting and other rights of the series.
Authority  is  hereby  expressly  vested  in the  Board  of  Directors,  by such
amendment,  to fix all of the  preferences  or rights,  and any  qualifications,
limitations,  or restrictions of such  preferences or rights,  of such series to
the full extent permitted by the Corporation  Law;  provided,  however,  that no
such preferences, rights, qualifications,  limitations, or restrictions shall be
in conflict with these  Amended and Restated  Articles of  Incorporation  or any
amendment thereof.

      (b)  Preferred  Shares of any  series  that have  been  redeemed  (whether
through the  operation  of a sinking  fund or  otherwise)  or  purchased  by the
Corporation,  or that, if  convertible,  have been  converted into shares of the
Corporation  of any other  class or series,  may be  reissued  as a part of such
series or of any other series of Preferred  Shares,  subject to such limitations
(if any) as may be fixed by the Board of  Directors  with respect to such series
of Preferred Shares in accordance with Section 3(a) of this Article VI.

                                   ARTICLE VII
                                  VOTING RIGHTS

      Section 1. Common Shares.  Except as otherwise provided by the Corporation
Law and subject to such shareholder disclosure and recognition procedures (which
may  include  sanctions  for  noncompliance  therewith  to  the  fullest  extent
permitted by the Corporation  Law) as the Corporation may by action of the Board
of Directors establish, the Common Shares have unlimited voting rights. At every
meeting of the  shareholders  of the  Corporation  every holder of Common Shares
shall be entitled  to one (1) vote in person or by proxy for each  Common  Share
standing in such holder's name on the stock transfer records of the Corporation.

      Section 2. Preferred Shares.  Except as required by the Corporation Law or
by the  provisions  of these  Amended and  Restated  Articles  of  Incorporation
adopted by the Board of Directors  pursuant to Section 3(a) of Article VI hereof
describing  the terms of Preferred  Shares or a series  thereof,  the holders of
Preferred Shares shall have no voting rights or powers.  Preferred Shares shall,
when validly  issued by the  Corporation,  entitle the record holder  thereof to
vote as and on such  matters,  but only as and on such  matters  as the  holders
thereof are entitled to vote under the  Corporation  Law or under the provisions
of these Amended and Restated Articles of Incorporation  adopted by the Board of
Directors  pursuant to Section 3(a) of Article VI hereof describing the terms of
Preferred Shares or a series thereof (which  provisions may provide for special,
conditional,   limited,  or  unlimited  voting  rights,  including  multiple  or
fractional  votes  per  share,  or for no right to vote,  except  to the  extent
required by the Corporation Law) and subject to such shareholder  disclosure and
recognition procedures (which may include sanctions for noncompliance  therewith
to the fullest extent  permitted by the Corporation  Law) as the Corporation may
by action of the Board of Directors establish.

      Section 3. Non-voting Equity Securities.  Notwithstanding  anything to the
contrary  set forth in this Article  VII,  the  Corporation  shall not issue any
non-voting equity securities;  provided, however, that this provision,  included
in these  Amended and Restated  Articles of  Incorporation  in  compliance  with
Section 1123(a)(6) of the United States Bankruptcy Code of 1978, as amended (the
"Bankruptcy  Code"),  shall have no force and effect  beyond  that  required  by
Section  1123(a)(6) of the  Bankruptcy  Code and shall be effective  only for so
long as Section 1123(a)(6) of the Bankruptcy Code is in effect and applicable to
the Corporation.

                                  ARTICLE VIII
                                    DIRECTORS

      Section 1. Number. The Board of Directors at the time of adoption of these
Amended and Restated Articles of Incorporation is composed of seven (7) members.
The number of  Directors  shall be fixed by, or fixed in  accordance  with,  the
Bylaws.  The Bylaws may also provide for  staggering the terms of the members of
the Board of Directors by dividing the total number of Directors into two (2) or
three (3) groups (with each group  containing  one-half (1/2) or one third (1/3)
of the  total,  as near as may be)  whose  terms of office  expire at  different
times.

      Section 2.  Election of  Directors  by Holders of  Preferred  Shares.  The
holders of one (1) or more series of  Preferred  Shares may be entitled to elect
all or a specified  number of  Directors,  but only to the extent and subject to
limitations  as may be set forth in the provisions of these Amended and Restated
Articles of Incorporation  adopted by the Board of Directors pursuant to Section
3(a) of  Article  VI  hereof  describing  the terms of the  series of  Preferred
Shares.

      Section 3.  Vacancies.  Vacancies  occurring in the Board of Directors 
shall be filled in the manner  provided  in the Bylaws or, if the Bylaws do 
not provide  for the filling of vacancies, in the manner provided by the 
Corporation Law.

      Section 4. Removal of Directors. Any or all of the members of the Board of
Directors  may be  removed,  for good  cause,  at a meeting of the  shareholders
called  expressly for that purpose,  by the affirmative vote of the holders of a
majority  of the  outstanding  shares  then  entitled  to vote at an election of
Directors.  However,  a Director elected by the holders of a series of Preferred
Shares as  authorized  by Section 2 of Article  VIII may be removed  only by the
affirmative vote of the holders of a majority of the outstanding  shares of that
series then entitled to vote at an election of  Directors.  Directors may not be
removed in the absence of good cause or by the Board of Directors.

      Section 5.  Liability of  Directors.  A Director's  responsibility  to the
Corporation shall be limited to discharging his duties as a Director,  including
his duties as a member of any committee of the Board of Directors  upon which he
may serve, in good faith,  with the care an ordinarily  prudent person in a like
position  would  exercise  under  similar  circumstances,  and in a  manner  the
Director reasonably believes to be in the best interests of the Corporation, all
based on the facts then known to the Director.

      In discharging his duties,  a Director is entitled to rely on information,
opinions,  reports,  or  statements,  including  financial  statements and other
financial data, if prepared or presented by:

      (a) One (1) or more  officers or  employees  of the  Corporation  whom the
Director  reasonably  believes  to be  reliable  and  competent  in the  matters
presented;

      (b)   Legal  counsel,  public  accountants,  or  other  persons  as to the
            matters the Director  reasonably  believes are within such  person's
            professional or expert competence; or

      (c)   A  committee  of the Board of which the  Director is not a member if
            the Director reasonably believes the Committee merits confidence;

but a  Director  is not  acting  in good  faith if the  Director  has  knowledge
concerning  the matter in question that makes  reliance  otherwise  permitted by
this Section 5 unwarranted. A Director may, in considering the best interests of
the Corporation, consider the effects of any action on shareholders,  employees,
suppliers, and customers of the Corporation, and communities in which offices or
other  facilities  of the  Corporation  are located,  and any other  factors the
Director considers pertinent.

      Directors shall be immune from personal  liability for any action taken as
a Director,  or any failure to take any action,  to the fullest extent permitted
by the applicable  provisions of the Corporation Law from time to time in effect
and by general principles of corporate law.

      Section 6.  Nonmonetary  Factors in Acquisition  Proposals.  In connection
with the exercise of its judgment in  determining  what is in the best interests
of the  Corporation and its  stockholders  when evaluating a proposal by another
person or  persons to  acquire  some  material  part or all of the  business  or
properties of the  Corporation  (whether by merger,  consolidation,  purchase of
assets, stock reclassification,  or recapitalization,  spin-off, liquidation, or
otherwise)  or to  acquire  some  material  part  or  all of  the  stock  of the
Corporation  (whether by a tender or exchange  offer or some other  means),  the
Board of  Directors  of the  Corporation  may, in addition  to  considering  the
adequacy  of  the   consideration  to  be  paid  in  connection  with  any  such
transaction, consider all of the following factors and any other factors that it
deems  relevant:  (a) the social and economic  effects of the transaction on the
Corporation and its subsidiaries and their employees,  customers,  and creditors
and the communities in which the Corporation and its subsidiaries operate or are
located;  (b) the business and financial condition and earnings prospects of the
acquiring  person or persons,  including,  but not limited to, debt  service and
other  existing  or likely  financial  obligations  of the  acquiring  person or
persons  and  their  affiliates  and  associates,  the  possible  effect of such
conditions  upon the  Corporation  and its  subsidiaries  and the communities in
which the Corporation and its subsidiaries  operate or are located;  and (c) the
competence, experience, and integrity of the acquiring person or persons and its
or their management and affiliates and associates.

                                   ARTICLE IX
                      PROVISIONS FOR REGULATION OF BUSINESS
                      AND CONDUCT OF AFFAIRS OF CORPORATION

      Section 1. Bylaws.  The Board of Directors  shall have the exclusive power
to make,  alter,  amend, or repeal, or to waive provisions of, the Bylaws of the
Corporation  by the  affirmative  vote of a majority of the number of  Directors
then in office at the time,  except as  provided  by the  Corporation  Law.  All
provisions  for the  regulation of the business and management of the affairs of
the  Corporation   not  stated  in  these  Amended  and  Restated   Articles  of
Incorporation  shall be stated in the Bylaws.  The Board of  Directors  may also
adopt  Emergency  Bylaws of the  Corporation  and shall have the exclusive power
(except as may otherwise be provided therein) to make, alter,  amend, or repeal,
or to waive  provisions of, the Emergency  Bylaws by the  affirmative  vote of a
majority of the entire number of Directors at the time.

      Section 2.  Indemnification of Officers, Directors, and Other Eligible 
Persons.

(a)         To the extent not  inconsistent  with applicable law, every Eligible
            Person shall be indemnified by the Corporation against all Liability
            and  reasonable  Expense  that may be incurred by him in  connection
            with or resulting from any Claim:

            (i)   if such Eligible Person is Wholly Successful with respect to 
                  the Claim, or

            (ii)  if not  Wholly  Successful,  then if such  Eligible  Person is
                  determined,  as provided in either  Section  2(f) or 2(g),  to
                  have acted in good faith, in what he reasonably believed to be
                  in the best  interests  of the  Corporation  or at  least  not
                  opposed to its best interests  and, in addition,  with respect
                  to any criminal  Claim is  determined  to have had  reasonable
                  cause  to  believe  that  his  conduct  was  lawful  or had no
                  reasonable cause to believe that his conduct was unlawful.

The termination of any Claim, by judgment,  order,  settlement  (whether with or
without  court  approval),  or  conviction  or upon a plea of  guilty of or nolo
contendere,  or its equivalent,  shall not create a presumption that an Eligible
Person did not meet the  standards  of conduct  set forth in clause (ii) of this
subsection  (a).  The actions of an Eligible  Person with respect to an employee
benefit  plan  subject to the Employee  Retirement  Income  Security Act of 1974
shall be  deemed  to have  been  taken in what the  Eligible  Person  reasonably
believed to be the best interests of the  Corporation or at least not opposed to
its best interests if the Eligible Person  reasonably  believed he was acting in
conformity  with the  requirements  of such Act or he  reasonably  believed  his
actions to be in the interests of the  participants in or  beneficiaries  of the
plan.

      (b)  The  term  "Claim"  as used in this  Section  2 shall  include  every
pending,  threatened,  or completed claim,  action,  suit, or proceeding and all
appeals thereof  (whether  brought by or in the right of this Corporation or any
other   corporation  or  otherwise),   civil,   criminal,   administrative,   or
investigative,  formal or  informal,  in which an  Eligible  Person  may  become
involved, as a party of otherwise:  (i) by reason of his being or having been an
Eligible  Person,  or (ii) by reason of any action  taken or not taken by him in
his capacity as an Eligible Person, whether or not he continued in such capacity
at the time such Liability or Expense shall have been incurred.

      (c) The term  "Eligible  Person" as used in this Section  shall mean every
person (and the estate,  heirs, and personal  representative of such 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 as a director,  officer, employee,
agent,  or fiduciary of another  foreign or domestic  corporation,  partnership,
joint venture,  trust,  employee benefit plan, or other  organization or entity,
whether for profit or not. An Eligible  Person shall also be  considered to have
been serving an employee  benefit plan at the request of the  Corporation if his
duties to the Corporation also imposed duties on, or otherwise involved services
by, him to the plan or to participants in or beneficiaries of the plan.

      (d) The terms  "Liability"  and  "Expense" as used in this Section 2 shall
include, but shall not be limited to, counsel fees and disbursements and amounts
of judgments,  fines, or penalties against (including excise taxes assessed with
respect to an employee  benefit  plan),  and amounts paid in settlement by or on
behalf of, an Eligible Person.

      (e) The term "Wholly  Successful" as used in this Section 2 shall mean (i)
termination  of any Claim  against the Eligible  Person in question  without any
finding of  liability  or guilt  against  him,  (ii)  approval by a court,  with
knowledge of the indemnity  herein  provided,  of a settlement of any Claim,  or
(iii) the  expiration of a reasonable  period of time after making or threatened
making of any Claim without the institution of the same,  without any payment or
promise made to induce a settlement.

      (f) Every Eligible Person claiming  indemnification  hereunder (other than
one who has been Wholly  Successful with respect to any Claim) shall be entitled
to  indemnification  (i) if  special  independent  legal  counsel,  which may be
regular counsel of the Corporation or other disinterested person or persons (who
may be members of the Board of Directors),  in either case selected by the Board
of  Directors,  whether or not a  disinterested  quorum  exists (such counsel or
person or persons being hereinafter called the "Referee"),  shall deliver to the
Corporation a written finding that such Eligible Person has met the standards of
conduct  set  forth in clause  (ii) of  Section  2(a),  and (ii) if the Board of
Directors,  acting  upon  such  written  finding,  so  determines.  The Board of
Directors   shall,   if  an   Eligible   Person  is  found  to  be  entitled  to
indemnification   pursuant  to  the  preceding  sentence,   also  determine  the
reasonableness of the Eligible Person's  Expenses.  The Eligible Person claiming
indemnification shall, if requested, appear before the Referee, answer questions
that the Referee deems relevant, and shall be given ample opportunity to present
to  the  Referee  evidence  upon  which  he  relies  for  indemnification.   The
Corporation  shall,  at  the  request  of the  Referee,  make  available  facts,
opinions,  or other  evidence in any way relevant to the Referee's  finding that
are within the possession or control of the Corporation.

      (g) If an Eligible  Person  claiming  indemnification  pursuant to Section
2(f) is found not to be entitled thereto,  or if the Board of Directors fails to
select a Referee under Section 2(f) within a reasonable amount of time following
a written  request of an Eligible  Person for the selection of a Referee,  or if
the  Referee  or the  Board of  Directors  fails to make a  determination  under
Section 2(f) within a reasonable  amount of time  following  the  selection of a
Referee,  the Eligible  Person may apply for  indemnification  with respect to a
Claim to a court of competent jurisdiction, including a court in which the Claim
is pending against the Eligible Person. On receipt of an application, the court,
after  giving  notice  to the  Corporation  and  giving  the  Corporation  ample
opportunity to present to the court any information or evidence  relating to the
claim for  indemnification  that the Corporation  deems  appropriate,  may order
indemnification  if it  determines  that the  Eligible  Person  is  entitled  to
indemnification  with respect to the Claim because such Eligible  Person met the
standards  of conduct  set forth in clause  (ii) of Section  2(a).  If the court
determines  that the Eligible Person is entitled to  indemnification,  the court
shall also determine the reasonableness of the Eligible Person's Expenses.

      (h) The right of  indemnification  provided in this  Section 2 shall be in
addition to any rights to which any Eligible  Person may  otherwise be entitled.
Irrespective of the provisions of this Section 2, the Board of Directors may, at
any time and from time to time,  (i)  approve  indemnification  of any  Eligible
Person to the full extent  permitted by the provision of  applicable  law at the
time in effect,  whether on  account  of past or future  transactions,  and (ii)
authorize the  Corporation  to purchase and maintain  insurance on behalf of any
Eligible Person 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.

      (i) Expenses  incurred by an Eligible Person with respect to any Claim may
be advanced by the Corporation (by action of the Board of Directors,  whether or
not a disinterested  quorum exists) prior to the final disposition  thereof upon
receipt of any undertaking by or on behalf of the recipient to repay such amount
unless he is determined to be entitled to indemnification.

      (j) The  provisions  of this  Section 2 shall be  deemed to be a  contract
between the  Corporation  and each  Eligible  Person,  and an Eligible  Person's
rights hereunder shall not be diminished or otherwise  adversely affected by any
repeal,  amendment,  or modification of this Section 2 that occurs subsequent to
such person becoming an Eligible Person.

      (k) The provisions of this Section 2 shall be applicable to Claims made or
commenced after the adoption  hereof,  whether arising from acts or omissions to
act occurring before or after the adoption hereof.

      Section 3. Amendment or Repeal. Except as otherwise expressly provided for
in these Amended and Restated Articles of  Incorporation,  the Corporation shall
be deemed, for all purposes,  to have reserved the right to amend, alter, change
or repeal any  provision  contained in these  Amended and  Restated  Articles of
Incorporation  to the extent and in the manner  now or  hereafter  permitted  or
prescribed by statute,  and all rights herein  conferred upon  shareholders  are
granted subject to such reservation.