Exhibit 3(a)

BELLSOUTH CORPORATION

AMENDED AND RESTATED
ARTICLES OF INCORPORATION

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Incorporated Under the Laws

of
the State of Georgia

on
October 13, 1983

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Amended
and Restated by the Board of Directors February 23, 1998
Filed with the Secretary of State March 12, 1998

***

Amendments:

Adopted
by Shareholders April 27, 1998
Filed with the Secretary of State May 8, 1998

Adopted
by Board of Directors November 23, 1998
Filed with the Secretary of State December 11, 1998

Articles
of Correction (to May 8, 1998 filing)
Filed with the Secretary of State December 11, 1998

Adopted
by Board of Directors November 22, 1999
(to be effective December 11, 1999)
Filed with the Secretary of State December 10, 1999

Adopted
by Board of Directors September 25, 2000
Adopted by Shareholders December 5, 2000
Filed with the Secretary of State January 12, 2001



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AMENDED AND RESTATED  ARTICLES OF INCORPORATION  OF  BELLSOUTH CORPORATION

1.

The
name of the Corporation is BellSouth Corporation.

2.

The
Corporation is organized pursuant to the provisions of the Georgia Business Corporation Code.

3.

The
Corporation shall have perpetual duration.

4.

The
purposes for which the Corporation is organized are:



5.

The
aggregate number of shares which the Corporation is authorized to issue is 8.75 billion shares, of which 8.65 billion shares shall be designated "Common Stock" and
have a par value of $1 per share and 100,000,000 shares shall be designated "First Preferred Stock" and have a par value of $1 per share.

The
number of authorized shares of any class or classes may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the
holders of shares of stock having a majority of the votes entitled to be cast by the holders of all shares, voting together as a single voting group, and without a vote of the holders of any class or
series of stock, voting as a separate voting group, unless a vote of any such holders is required pursuant to the terms of such class or series or by law.

The
following is a description of the voting powers, preferences, designations, rights, qualifications, limitations and restrictions of the Common Stock:

All
shares of Common Stock shall be identical except that the Board of Directors of the Corporation is expressly authorized and empowered to create from the unissued Common Stock one
or more series and prior to the issuance of any of such shares in any particular series, to fix and determine, in the manner provided by law, the voting powers, preferences, designations, rights,
qualifications, limitations or restrictions of shares of such series, permitted by law and these Articles of Incorporation. Each share of Common Stock within an individual series shall be identical in
all respects with the other shares of such series, but each series may have voting powers, preferences, designations, rights, qualifications, limitations or restrictions different from those of any
other series.

After
the Board of Directors of the Corporation has established a series in accordance with applicable law and the terms of these Articles of Incorporation and unless otherwise
specifically provided in the original Articles of Amendment establishing such series, the Board of Directors may at any time and from time to time increase or decrease the number of shares contained
in such series (but not below the number of shares thereof then issued) in accordance with applicable law.

Except
as otherwise provided by law or by any provision of the Articles of Incorporation and subject to all the rights of any outstanding First Preferred Stock, the Common Stock shall
together have unlimited voting rights and be entitled to receive the net assets of the Corporation upon dissolution. Such voting rights and rights upon

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dissolution may be allocated among one or more series of Common Stock pursuant to the terms of such series as fixed or as determined by the Board of Directors in the manner permitted by law and these
Articles of Incorporation. If at any time there shall be outstanding shares of only one series of Common Stock or only shares having identical rights with all other outstanding shares of Common Stock,
such shares shall together have all such voting rights and rights upon dissolution.

The
Common Stock of the Corporation as authorized by these Articles of Incorporation prior to the effectiveness of any Articles of Amendment to these Articles of Incorporation adopted
by the Board of Directors creating and designating one or more series of Common Stock (the "Old Common Stock") shall be convertible into a new series of Common Stock designated as "BellSouth
CorporationBLS Group Common Stock" (the "BLS Group Stock") as follows. Upon the effectiveness of such Articles of Amendment creating the BLS Group Stock with voting powers, preferences,
designation, rights, qualifications, limitations and restrictions as described in the proxy statement dated October 6, 2000, a copy of which shall be made available by the Corporation at any
time on request to the holder of any share of Old Common Stock, each share of the Corporation's Old Common Stock outstanding at such time or held in the treasury of the Corporation shall be
automatically redesignated, reclassified and converted into one share of BLS Group Stock.

The
authorized but unissued shares of First Preferred Stock and Common Stock shall be available for issue and sale at any time and from time to time, either in whole or in part, and
upon such terms and conditions and for such consideration, not less than the par value thereof, as may be provided by the Board of Directors of the Corporation or, if authorized by the
By-laws of the Corporation, the Executive Committee of the Board of Directors.

The
Corporation may issue fractional shares in connection with any dividend reinvestment plan and for any other legitimate corporate purposes permitted by the Georgia Business
Corporation Code.

The
following is a description of the terms, provisions, preferences, rights, voting powers, restrictions and limitations of the First Preferred Stock:

A.
Dividends on the First Preferred Stock shall be cumulative.

B.
The First Preferred Stock shall rank superior to the Common Stock both as to the payment of dividends (other than dividends payable solely in shares of Common Stock) and as to
amounts distributable upon the voluntary or involuntary liquidation of the Corporation.

C.
At any time after full cumulative dividends for all previous dividend periods shall have been paid on the First Preferred Stock and each other class of stock ranking superior to or
in parity with the First Preferred Stock as to dividends, and after declaring and making provision for the payment in full of the quarterly dividends for the current dividend period on the First
Preferred Stock and on each other class of stock ranking superior to or in parity with the First Preferred Stock as to dividends, and after all requirements with respect to any purchase, retirement or
sinking fund or funds for all series of the First Preferred Stock and each other class of stock ranking superior to or in parity with the First Preferred Stock have been complied with, then, but not
prior thereto, out of any funds of the Corporation lawfully available therefor, dividends may be declared and paid on the class or classes of stock junior to the First Preferred Stock as to dividends,
subject to the respective terms and provisions applying thereto. The provisions of this paragraph shall not be applicable to dividends payable solely in shares of Common Stock to holders of the Common
Stock. If at any time the Corporation shall fail to pay full cumulative dividends on any shares of the First Preferred Stock or on any other class of stock ranking superior to or in parity with the
First Preferred Stock, or if at any time the Corporation shall be in default under the requirements with respect to any purchase, retirement or sinking fund or funds applicable to any series of the
First Preferred Stock or any other class of stock ranking superior to or in parity with the First Preferred Stock, thereafter until such dividends shall have been paid or declared and set apart for
payment and any other such default remedied, the Corporation shall not purchase, redeem, or otherwise acquire for consideration any shares of any class of stock then outstanding and ranking in parity
with or junior to the First Preferred Stock.

D.
In the event of any voluntary or involuntary liquidation of the Corporation, after payment or provision for payment of the debts and other liabilities of the Corporation, after
making provision for preferred stock superior to the First Preferred Stock as to payments upon liquidation and before any distribution to the holders of the Common Stock or any subordinate preferred
stock, the holders of each series of the First Preferred Stock shall be entitled to
receive out of the net assets of the Corporation an amount in cash for each share equal to the amount fixed and determined by the Board of Directors in the resolution providing for the issuance of the
particular series of First

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Preferred Stock, plus all dividends accumulated and unpaid on each such share of First Preferred Stock up to the date fixed for distribution, and no more. If the amount payable to the holders of the
First Preferred Stock cannot be paid in full, the holders of the shares of First Preferred Stock shall share ratably in any distribution of assets in proportion to the sums which would have been paid
to them upon such distribution if all sums payable to holders of the First Preferred Stock and all classes of stock in parity with the First Preferred Stock were paid and discharged in full. For the
purposes of this paragraph, the voluntary sale, conveyance, lease, exchange or transfer of all or substantially all the property or assets of the Corporation or a consolidation or merger of the
Corporation with one or more other corporations (whether or not the Corporation is the corporation surviving such consolidation or merger) shall not be deemed to be a voluntary or involuntary
liquidation.

E.
For purposes hereof, any class or classes of stock shall be deemed to rank (i) superior to the First Preferred Stock, either as to dividends or as to distributions in
liquidation, if the holders of such class or classes shall be entitled to the receipt of dividends or to the receipt of amounts distributable upon liquidation or the Corporation, as the case may be,
in preference or priority to the holders of the First Preferred Stock; (ii) in parity with the First Preferred Stock, either as to dividends or as to distributions in liquidation, whether or
not the dividend rates, dividend payment dates or redemption or liquidation prices per share thereof be different from those of the First Preferred Stock, if the holders of such class or classes of
stock shall be entitled to the receipt of dividends or to the receipt of amounts distributable upon liquidation of the Corporation, as the case may be, in proportion to their respective dividend rates
or liquidation prices, without preference or priority one over the other with respect to the holders of the First Preferred Stock; and (iii) junior to the First Preferred Stock, either as to
dividends or as to distributions in liquidation, if the rights of the holders of such class or classes shall be subject or subordinate to the rights of the holders of the First Preferred Stock in
respect of receipt of dividends (other than dividends payable in shares of Common Stock) or to the receipt of amounts distributable upon liquidation of the Corporation, as the case may be.

F.
All shares of First Preferred Stock shall be identical except that the Board of Directors of the Corporation is hereby expressly authorized and empowered to divide the First
Preferred Stock into one or more series, and, prior to the issuance of any of such shares in any particular series, to fix and determine, in the manner provided by law, the following provisions of
such series:



G.
After the Board of Directors of the Corporation has established a series in accordance with the terms of applicable law and these Articles of Incorporation, the Board of Directors
may at any time and from time to time increase or decrease the number of shares contained in such series, but not below the number of shares thereof then issued, by adopting a resolution making such
change.

H.
Each share of First Preferred Stock within an individual series shall be identical in all respects with the other shares of such series, except as to the date, if any, from which
dividends thereon shall accumulate.

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5A. SERIES A FIRST PREFERRED STOCK

Designation and Amount.There shall be a series of the First Preferred Stock designated as "Series A First Preferred Stock". The
number of shares constituting such series shall be 100 and such series shall have the preferences, limitations and relative rights set forth below.

Section 1. Dividends and Distributions.

(A)
Subject to the prior and superior rights of the holders of any shares of any other series of First Preferred Stock or any other shares of preferred stock of the Corporation
ranking prior and superior to the shares of Series A First Preferred Stock with respect to dividends, each holder of one one-hundredth (1/100) of a share (a "Unit") of
Series A First Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for that purpose, (i) quarterly dividends
payable in cash on the first day of January, April, July, and October in each year (each such date being a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date
after the first issuance of such Unit of Series A First Preferred Stock, in an amount per Unit (rounded to the nearest cent) equal to the greater of (a) $.63 or (b) subject to the
provision for adjustment hereinafter set forth, the aggregate per share amount of all cash dividends declared on shares of the Common Stock of the Corporation, par value $1.00 per share (the "Common
Stock"), since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of a Unit of Series A First
Preferred Stock, and (ii) subject to the provision for adjustment hereinafter set forth, quarterly distributions (payable in kind) on each Quarterly Dividend Payment Date in an amount per Unit
equal to the aggregate per share amount of all non-cash dividends or other distributions (other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares
of Common Stock, by reclassification or otherwise) declared on shares of Common Stock since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend
Payment Date, since the first issuance of a Unit of Series A First Preferred Stock. In the event that the Corporation shall at any time after November 27, 1989, (the "Rights Declaration
Date") (i) declare any dividend on outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivide outstanding shares of Common Stock, or (iii) combine
outstanding shares of Common Stock into a smaller number of shares, then in each such case, the amount to which the holder of a Unit of Series A First Preferred Stock was entitled immediately
prior to such event pursuant to the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which shall be the number of shares of Common Stock that are
outstanding immediately after such event, and the denominator of which shall be the number of shares of Common Stock that were outstanding immediately prior to such event.

(B)
The Corporation shall declare a dividend or distribution on Units of Series A First Preferred Stock as provided in paragraph (A) above immediately after it declares
a dividend or distribution on the shares of Common Stock (other than a dividend payable in shares of Common Stock);provided, however,that, in the
event no dividend or distribution shall have been declared on the Common Stock during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a
dividend of $.63 per Unit on the Series A First Preferred Stock shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date.

(C)
Dividends shall begin to accrue and shall be cumulative on each outstanding Unit of Series A First Preferred Stock from the Quarterly Dividend Payment Date next preceding
the date of issuance of such Unit of Series A First Preferred Stock, unless the date of issuance of such Unit is prior to the record date for the first Quarterly Dividend Payment Date, in which
case, dividends on such Unit shall begin to accrue from the date of issuance of such Unit, or unless the date of issuance is a Quarterly Dividend Payment Date or is a date after the record date for
the determination of holders of Units of Series A First Preferred Stock entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such
dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on Units of Series A First
Preferred Stock in an amount less than the aggregate amount of all such dividends at the time accrued and payable on such Units shall be allocated pro rata on a unit-by-unit
basis among all Units of Series A First Preferred Stock at the time outstanding. The Board of Directors may fix a record date for the determination of holders of Units of Series A First
Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date shall be no more than 30 days prior to the date fixed for the payment thereof.

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Section 2.Voting Rights.The holders of Units of Series A First Preferred Stock shall have the following voting rights:

(A)
Subject to the provision for adjustment hereinafter set forth, each Unit of Series A First Preferred Stock shall entitle the holder thereof to one vote on all matters
submitted to a vote of the shareholders of the Corporation. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare any dividend on outstanding shares of
Common Stock payable in shares of Common Stock, (ii) subdivide outstanding shares of Common Stock, or (iii) combine the outstanding shares of Common Stock into a smaller number of
shares, then in each such case the number of votes per Unit to which holders of Units of Series A First Preferred Stock were entitled immediately prior to such event shall be adjusted by
multiplying such number by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately after such event and the denominator of which shall be the number of
shares of Common Stock that were outstanding immediately prior to such event.

(B)
Except as otherwise provided herein or by law, the holders of Units of Series A First Preferred Stock and the holders of shares of Common Stock shall vote together as one
class on all matters submitted to a vote of shareholders of the Corporation.



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(D)
Except as set forth herein, holders of Units of Series A First Preferred Stock shall have no special voting rights and their consent shall not be required (except to the
extent they are entitled to vote with holders of Shares of Common Stock as set forth herein) for taking any corporate action.

Section 3.Certain Restrictions.

(A)
Until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding Units of Series A First Preferred Stock shall have been paid in full, the
Corporation shall not:



(B)
The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation unless the Corporation
could, under paragraph (A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.

Section 4. Reacquired Shares.Any Units of Series A First Preferred Stock purchased or otherwise acquired by the
Corporation in any manner whatsoever shall become Treasury shares.

Section 5.Liquidation, Dissolution or Winding Up.

(A)
Upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, no distributions shall be made (i) to the holders of shares of junior stock
unless the holders of Units of Series A First Preferred

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Stock shall have received, subject to adjustment as hereinafter provided in paragraph (B), the greater of either (a) $.01 per Unit plus an amount equal to accrued and unpaid dividends
and distributions thereon, whether or not declared, to the date of such payment, or (b) an amount per unit equal to the aggregate per share amount to be distributed to holders of shares of
Common Stock or (ii) to the holders of shares of parity stock, unless simultaneously therewith distributions are made ratably on Units of Series A First Preferred Stock and all other
shares of such parity stock in proportion to the total amounts to which the holders of Units of Series A First Preferred Stock are entitled under clause (i)(a) of this sentence and to
which the holders of shares of such parity stock are entitled, in each case, upon such liquidation, dissolution or winding up.

(B)
In the event the Corporation shall at any time after the Rights Declaration Date (i) declare any dividend on outstanding shares of Common Stock payable in shares of Common
Stock, (ii) subdivide outstanding shares of Common Stock, or (iii) combine outstanding shares of Common Stock into a smaller number of shares, then in each such case, the aggregate
amount to which holders of Units of Series A First Preferred Stock were entitled immediately prior to such event pursuant to clause (i)(b) of paragraph (A) of this
Section 6 shall be adjusted by multiplying such amount by a fraction, the numerator of which shall be the number of shares of Common Stock that are outstanding immediately after such event, and
the denominator of which shall be the number of shares of Common Stock that were outstanding immediately prior to such event.

Section 6.Consolidation, Merger, etc.In case the Corporation shall enter into any consolidation, merger, combination or other
transaction in which the shares of Common Stock are exchanged for or converted into other stock or securities, cash and/or any other property, then in any such case, Units of Series A First
Preferred Stock shall at the same time be similarly exchanged for or converted into an amount per Unit (subject to the provision for adjustment hereinafter set forth) equal to the aggregate amount of
stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is converted or exchanged. In the event the Corporation
shall at any time after the Rights Declaration Date (i) declare any dividend on outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivide outstanding shares of
Common Stock, or (iii) combine outstanding shares of Common Stock into a smaller number of shares, then in each such case, the amount set forth in the immediately preceding sentence with
respect to the exchange or conversion of Units of Series A First Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which shall be the number of shares
of Common Stock that are outstanding immediately after such event, and the denominator of which shall be the number of shares of Common Stock that were outstanding immediately prior to such event.

Section 7.Redemption.The units of Series A First Preferred Stock shall not be redeemable.

Section 8.Ranking.The Units of Series A First Preferred Stock shall rank junior to all other series of the Preferred
Stock and to any other class of preferred stock that hereafter may be issued by the Corporation as to the payment of dividends and the distribution of assets, unless the terms of any such series or
class shall provide otherwise.

Section 9. Amendment.The Articles shall not hereafter be amended, either directly or indirectly, or through merger or
consolidation with another corporation, in any manner that would alter or change the powers, preferences or special rights of the Series A First Preferred Stock so as to affect them adversely
without the affirmative vote of the holders of a majority or more of the outstanding Units of Series A First Preferred Stock, voting separately as a class.

Section 10.Fractional Shares.The Series A First Preferred Stock may be issued in Units or other fractions of a share,
which Units or fractions shall entitle the holder, in proportion to such holder's fractional shares, to exercise voting rights, receive dividends, participate in distributions, and to have the benefit
of all other rights of holders of Series A First Preferred Stock.

Section 11.Certain Definitions.As used herein with respect to the Series A First Preferred Stock, the following terms
shall have the following meanings:

(A)
The term "junior stock" (i) as used in Section 4, shall mean the Common Stock and any other class or series of capital stock of the Corporation hereafter authorized
or issued over which the Series A First Preferred Stock has preference or priority as to the payment of dividends, and (ii) as used in Section 6, shall mean the Common Stock and
any other class or series of capital stock of the Corporation over which the Series A First

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Preferred Stock has preference or priority in the distribution of assets on any liquidation, dissolution or winding up of the Corporation.

(B)
The term "parity stock" (i) as used in Section 4, shall mean any class or series of stock of the Corporation hereafter authorized or issued ranking pari passuwith the Series A First
Preferred Stock as to dividends, and (ii) as used in Section 6, shall mean any class or series
of stock of the Corporation rankingpari passuwith the Series A First Preferred Stock in the distribution of assets on any liquidation,
dissolution or winding up.

5B. SERIES B FIRST PREFERRED STOCK

Designation and Amount.There shall be a series of the First Preferred Stock designated as "Series B First Preferred Stock". The
number of shares constituting such series shall be 30,000,000 and such series shall have the preferences, limitations and relative rights set forth below.

Section 1. Dividends and Distributions.

(A)
Subject to the prior and superior rights of the holders of any shares of any other series of First Preferred Stock or any other shares of preferred stock of the Corporation
ranking prior and superior to the shares of Series B First Preferred Stock with respect to dividends, each holder of one one-thousandth (1/1000) of a share of Series B First
Preferred Stock (a "Unit") shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for that purpose, (i) quarterly dividends payable in
cash on the first day of January, April, July, and October in each year (each such date being a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the
first issuance of a Unit, in an amount per Unit (rounded to the nearest cent) equal to the greater of (a) $.01 or (b) subject to the provision for adjustment hereinafter set forth, the
aggregate per share amount of all cash dividends declared on shares of the common stock of the Company (the "Common Stock"), since the immediately preceding quarterly Dividend Payment Date, or, with
respect to the first Quarterly Dividend Payment Date, since the first issuance of a Unit, and (ii) subject to the provision for adjustment hereinafter set forth, quarterly distributions
(payable in kind) on each Quarterly Dividend Payment Date in an amount per Unit equal to the aggregate per share amount of all non-cash dividends or other distributions (other than a
dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock, by reclassification or otherwise) declared on shares of Common Stock since the immediately
preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of a Unit. In the event that the Corporation shall at any time on or
after the first issuance of a Unit (the "First Issuance Time") (i) declare any dividend on outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivide
outstanding shares of Common Stock, or (iii) combine outstanding shares of Common Stock into a smaller number of shares, then in each such case, the amount to which the holder of a Unit was
entitled immediately prior to such event pursuant to the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which shall be the number of shares of Common
Stock that are outstanding immediately after such event, and the denominator of which shall be the number of shares of Common Stock that were outstanding immediately prior to such event.

(B)
On or after the First Issuance Time, the Corporation shall declare a dividend or distribution on Units as provided in paragraph (A) above immediately after it declares a
dividend or distribution on the shares of Common Stock (other than a dividend payable in shares of Common Stock);provided, however,that, in the event
no dividend or distribution shall have been declared on the shares of Common Stock during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment
Date, a dividend of $.01 per Unit shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date.

(C)
Dividends shall begin to accrue and shall be cumulative on each outstanding Unit from the Quarterly Dividend Payment Date next preceding the date of issuance of such Unit, unless
the date of issuance of such Unit is prior to the record date for the first Quarterly Dividend Payment Date, in which case, dividends on such Unit shall begin to accrue from the date of issuance of
such Unit, or unless the date of issuance is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of Units entitled to receive a quarterly dividend and
before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends
shall not bear interest. Dividends paid on Units in an amount less than the aggregate amount of all such dividends at the time accrued and payable on such Units shall be allocated pro rata on a
unit-by-unit basis among all Units at the time outstanding. The Board of Directors may fix a record date for the determination of holders of Units entitled

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to receive payment of a dividend or distribution declared thereon, which record date shall, be no more than 30 days prior to the date fixed for the payment thereof.

Section 3.Voting Rights.The holders of Units shall have the following voting rights:

(A)
Subject to the provision for adjustment hereinafter set forth, each Unit shall entitle the holder thereof to one vote on all matters submitted to a vote of the shareholders of the
Corporation. In the event the Corporation shall at any time after the First Issuance Time (i) declare any dividend on outstanding shares of Common Stock payable in shares of Common Stock,
(ii) subdivide outstanding shares of Common Stock, or (iii) combine the outstanding shares of Common Stock into a smaller number of shares, then in each such case the number of votes per
Unit to which holders of Units were entitled immediately prior to such event shall be adjusted by multiplying such number by a fraction, the numerator of which shall be the number of shares of Common
Stock outstanding immediately after such event and the denominator of which shall be the number of shares of Common Stock that were outstanding immediately prior to such event.

(B)
Except as otherwise provided herein or by law, the holders of Units and the holders of shares of Common Stock shall vote together as one class on all matters submitted to a vote
of shareholders of the Corporation.



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(D)
Except as expressly set forth herein, holders of Units shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote
with holders of shares of Common Stock as set forth herein) for taking any corporate action.

Section 4. Certain Restrictions.

(A)
Until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding Units shall have been paid in full, the Corporation shall not:



(B)
The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of the Corporation unless the Corporation could,
under paragraph (A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.

Section 5.Reacquired Shares.Any Units purchased or otherwise acquired by the Corporation in any manner whatsoever shall become
treasury shares.

Section 6. Liquidation, Dissolution or Winding Up.

(A)
Upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, no distributions shall, be made (i) to the holders of shares of junior stock
unless the holders of Units shall have received, subject to adjustment as hereinafter provided in paragraph (B), the greater of either (a) $.01 per Unit plus an amount equal to accrued
and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, or (b) an amount per Unit equal to the aggregate per share amount to be distributed to
holders of shares of Common Stock or (ii) to the holders of shares of parity stock, unless simultaneously therewith distributions are made ratably on Units and all other shares of such parity
stock in proportion to the total amounts to which the holders of Units are entitled under clause (i)(a) of this sentence and to which the holders of shares of such parity stock are entitled, in
each case, upon such liquidation, dissolution or winding up.

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(B) In the event the Corporation shall at any time after the First Issuance Time (i) declare any dividend on outstanding shares of Common Stock payable in shares of Common
Stock, (ii) subdivide outstanding shares of Common Stock, or (iii) combine outstanding shares of Common Stock into a smaller number of shares, then in each such case, the aggregate
amount to which holders of Units were entitled immediately prior to such event pursuant to clause (i)(b) of paragraph (A) of this Section 6 shall be adjusted by multiplying such
amount by a fraction, the numerator of which shall be the number of shares of Common Stock that are outstanding immediately after such event, and the denominator of which shall be the number of shares
of Common Stock that were outstanding immediately prior to such event.

Section 7.Consolidation, Merger, etc.In case the Corporation shall enter into any consolidation, merger, combination, share
exchange or other transaction in which the shares of Common Stock are exchanged for or converted into other stock or securities, cash and/or any other property, then in any such case, Units shall at
the same time be similarly exchanged for or converted into an amount per Unit (subject to the provision for adjustment hereinafter set forth) equal to the aggregate amount of stock, securities, cash
and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is converted or exchanged. In the event the Corporation shall at any time after the
First Issuance Time (i) declare any dividend on outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivide outstanding shares of Common Stock, or
(iii) combine outstanding shares of Common Stock into a smaller number of shares, then in each such case, the amount set forth in the immediately preceding sentence with respect to the exchange
or conversion of Units shall be adjusted by multiplying such amount by a fraction, the numerator of which shall be the number of shares of Common Stock that are outstanding immediately after such
event, and the denominator of which shall be the number of shares of Common Stock that were outstanding immediately prior to such event.

Section 8.Redemption.The Units shall not be redeemable.

Section 9.Ranking.The Units shall rank junior to all other series of the First Preferred Stock and to any other class of
preferred stock that hereafter may be issued by the Corporation as to the payment of dividends and the distribution of assets, unless the terms of any such series or class shall provide otherwise.

Section 10. Amendment.After the First Issuance Time, the Articles shall not be amended, either directly or indirectly, or
through merger, consolidation, combination, share exchange or other transaction with another corporation, in any manner that would alter or change the powers, preferences or special rights of the
Units so as to affect the Units adversely without the affirmative vote of the holders of at least a majority of the outstanding Units, voting separately as a class.

Section 11.Fractional Shares.The Series B First Preferred Stock may be issued in Units or fractions of a Unit, which
fractions shall entitle the holder, in proportion to such holder's fractional Units, to exercise voting rights, receive dividends, participate in distributions, and to have the benefit of all other
rights of holders of Units.

Section 12.Certain Definitions.As used herein with respect to the Series B First Preferred Stock and Units, the
following terms shall have the following meanings:

(A)
The term "junior stock" (i) as used in Section 4, shall mean the Common Stock and any other class or series of capital stock of the Corporation hereafter authorized
or issued over which the Units have preference or priority as to the payment of dividends, and (ii) as used in Section 6, shall mean the Common Stock and any other class or series of
capital stock of the Corporation over which the Units have preference or priority in the distribution of assets on any liquidation, dissolution or winding up of the Corporation.

(B)
The term "parity stock" (i) as used in Section 4, shall mean any class or series of stock of the Corporation hereafter authorized or issued ranking pari passuwith the Units as to dividends,
and (ii) as used in Section 6, shall mean any class or series of stock of the Corporation
rankingpari passuwith the Units in the distribution of assets on any liquidation, dissolution or winding up of the Corporation.

5C. TREASURY STOCK

Shares
of stock of the Corporation which have been issued, have been subsequently acquired by and belong to the Corporation and have not been canceled, shall be designated treasury
shares, and shall be deemed to be issued but not outstanding.

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6.

No
holder of shares of stock of the Corporation of any class shall have or be entitled to any preemptive rights to subscribe for or to purchase any shares or other securities issued
by the Corporation.

7.

Subject
to the provisions of the Georgia Business Corporation Code, the Board of Directors shall have the power to distribute a portion of the assets of the Corporation, in cash or in
property, to holders of shares of the Corporation out of the capital surplus of the Corporation.

8.

The
Corporation shall have the full power to purchase and otherwise acquire, and dispose of, its own shares and securities granted by the laws of the State of Georgia and shall have
the right to purchase its shares out of its unreserved and unrestricted capital surplus available therefor as well as out of its unreserved and unrestricted earned surplus available therefor.

9.

The
Corporation shall not commence business until it shall have received not less than $500 in payment for the issuance of its shares.

10.

I.
As used in this Article 10, the term:



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II.
In addition to any vote otherwise required by law or the articles of incorporation of the corporation, a business combination shall be:



III.
(a) As used in this Section III, the term "interested shareholder" refers to the interested shareholder which is party to, or an affiliate of which is party to, the business combination in
question.

(b)
The vote required by Section II of this Article does not apply to a business combination if each of the following conditions is met:



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IV.
(a) This Article may only be repealed or amended by the affirmative vote of at least two-thirds of the continuing directors and a majority of the votes entitled to be cast by voting
shares of the corporation, other than shares beneficially owned by any interested shareholder and affiliates and associates of any interested shareholder, in addition to any other vote required by the
articles of incorporation or by law.

(b)
The requirements of Section II of this Article shall never apply to business combinations with an interested shareholder or its affiliates if, during the
three-year period immediately preceding the consummation of the business combination, the interested shareholder has not at any time during such period:



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11.

No
director of the Corporation shall be liable to the Corporation or its shareholders for monetary damages for any action taken, or any failure to take any action, as a director, except for liability
(i) for any appropriation, in violation of his or her duties, of any business opportunity of the Corporation, (ii) for acts or omissions which involve intentional misconduct or a knowing
violation of law, (iii) for the types of liability set forth in Section 14-2-832 of the Georgia
Business Corporation Code, or (iv) for any transaction from which the director received an improper personal benefit.

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