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                              BELLSOUTH CORPORATION

                              AMENDED AND RESTATED
                            ARTICLES OF INCORPORATION

                           Incorporated Under the Laws

                             of the State of Georgia

                               on October 13, 1983

        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

                                                          Secretary's Department
                                                        19A01 Campanile Building
                                                     1155 Peachtree Street, N.E.
                                                    Atlanta, Georgia  30309-3610


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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:

               (1) To act as a holding company for the stock of companies
               engaged in the telephone and other communications businesses; and

               (2) To conduct any business and engage in any activities not
               specifically prohibited to corporations for profit under the laws
               of the State of Georgia; and the Corporation shall have all the
               powers necessary to conduct such businesses and engage in such
               activities, including, but not limited to, the powers enumerated
               in the Georgia Business Corporation Code or any amendment
               thereto.

                                       5.

           The aggregate number of shares of stock which the Corporation is
      authorized to issue is 4,500,000,000 shares, consisting of 4,400,000,000
      shares of Common Stock having a par value of $1 per share and 100,000,000
      shares of First Preferred Stock having a par value of $1 per share.

           The Common Stock shall be deemed to be stock entitled to vote within
      the


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      meaning of any of the provisions of the laws of the State of Georgia, and
      each holder of Common Stock shall, at every meeting of stockholders, be
      entitled to one vote, in person or by proxy, for each share of such stock
      held by such holder.

           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


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      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 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.


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           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:

               (a) The distinctive designation of such series and the number of
                   shares to be included in such series;

               (b) The rate of dividend, the times of payment and the date from
                   which the dividends shall be accumulated;

               (c) Whether shares can be redeemed and, if so, the redemption
                   price and the terms and conditions of redemption;

               (d) The amount payable upon shares in the event of voluntary or
                   involuntary liquidation;

               (e) Purchase, retirement or sinking fund provisions, if any, for
                   the redemption or purchase of shares;

               (f) The terms and conditions, if any, on which shares may be
                   converted;

               (g) Whether or not shares have voting rights, and the extent of
                   any such voting rights, which rights may include, without
                   limitation, the right to vote generally with the Common Stock
                   for the election of members of the Board of Directors and on
                   other matters and/or the right, either generally or upon the
                   occurrence of specified circumstances, to vote specially as a
                   class for the election of one or more members of the Board of
                   Directors; and

               (h) Any other preferences, rights, restrictions and
                   qualifications of shares of such class or series, permitted
                   by law and these Articles of Incorporation.

           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


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      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.

           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.


<PAGE>

           (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.

           (C) (i) If at any time dividends on any Units of Series A First
      Preferred Stock shall be in arrears in an amount equal to six quarterly
      dividends thereon, then during the period (a "default period") from the
      occurrence of such event until such time as all accrued and unpaid
      dividends for all previous quarterly dividend period and for the current
      quarterly dividend period on all Units of Series A First Preferred Stock
      then outstanding shall have been declared and paid or set apart for
      payment, all holders of Units of Series A First Preferred Stock, voting
      separately as a class, shall have the right to elect two Directors.

               (ii) During any default period, such voting rights of the holders
      of Units of Series A First Preferred Stock may be exercised initially at a
      special meeting, called pursuant to subparagraph (iii) of this Section
      3(C) or at any annual meeting of shareholders, and thereafter at annual
      meetings of shareholders, provided that neither such voting rights nor any
      right of the holders of Units of Series A First Preferred Stock to
      increase, in certain cases, the authorized number of Directors may be
      exercised at any meeting unless one-third of the outstanding Units of
      Series A Preferred Stock shall be present at such meeting in person or by
      proxy. The absence of a quorum of the holders of Common Stock shall not
      affect the exercise by the holders of Units of Series A First Preferred
      Stock of such rights. At any meeting at which the holders of Series A
      First Preferred Stock shall exercise such voting right initially during an
      existing default period, they shall have the right, voting separately as a
      class, to elect Directors to fill two vacancies in the Board of Directors,
      if any such vacancies may then exist, or, if such right is exercised at an
      annual meeting, to elect two Directors. If the number which may be so
      elected at any special meeting does not amount to the required number, the
      holders of the Series A First Preferred Stock shall have the right to make
      such increase in the number of Directors as shall be necessary to permit
      the election by them of the required number. After the holders of Units of
      Series A First Preferred Stock shall have exercised their right to elect
      Directors during any default period, the number of Directors shall not be
      increased or decreased except as approved by a vote of the holders of
      Units of Series A First Preferred Stock as herein provided or pursuant to
      the rights of any equity securities ranking senior to the Series A First
      Preferred Stock.

               (iii) Unless the holders of Series A First Preferred Stock shall,
      during an existing default period, have previously exercised their right
      to elect Directors, the Board of Directors may order, or any stockholder
      or shareholders owning in the aggregate not less than two-thirds of the
      total number of Units of Series A First Preferred Stock outstanding may
      request in writing, the calling of a special meeting of the holders of
      Units of Series A First Preferred Stock, which meeting shall thereupon


<PAGE>

      be called by the Secretary of the Corporation. Notice of such meeting and
      of any annual meeting at which holders of Units of Series A First
      Preferred Stock are entitled to vote pursuant to this paragraph (C)(iii)
      shall be given to each holder of record of Units of Series A First
      Preferred Stock by mailing a copy of such notice to him at his last
      address as the same appears on the books of the Corporation. Such meeting
      shall be called for a time not earlier than 30 days and not later than 50
      days after such order or request or, if the Corporation is in default of
      the calling of such meeting within 50 days after such order or request,
      such meeting may be called on similar notice by any stockholder or
      shareholders owning in the aggregate not less than two-thirds of the total
      number of outstanding Units of Series A First Preferred Stock.

               (iv) During any default period, the holders of shares of Common
      Stock and Units of Series A First Preferred Stock, and other classes or
      series of stock of the Corporation, if applicable, shall continue to be
      entitled to elect all the Directors until the holders of Units of Series A
      First Preferred Stock shall have exercised their right to elect two
      Directors voting as a separate class, after the exercise of which right
      (x) the Directors so elected by the holders of Units of Series A First
      Preferred Stock shall continue in office until their successors shall have
      been elected by such holders or until the expiration of the default
      period, and (y) any vacancy in the Board of Directors may (except as
      provided in paragraph (C)(ii) of this Section 3) and filled by vote of a
      majority of the remaining Directors theretofore elected by the holders of
      the class of capital stock which elected the Director whose office shall
      have become vacant. References in this paragraph (C) to Directors elected
      by the holders of a particular class of capital stock shall include
      Directors elected by such Directors to fill vacancies as provided in
      clause (y) of the foregoing sentence.

               (v) Immediately upon the expiration of a default period, (x) the
      right of the holders of Units of Series A First Preferred Stock as a
      separate class to elect Directors shall cease, (y) the term of any
      Directors elected by the holders of Units of Series A First Preferred
      Stock as a separate class shall terminate, and (z) the number of Directors
      shall be such number as may be provided for in the Articles or By-Laws
      irrespective of any increase made pursuant to the provisions of paragraph
      (C)(ii) of this Section 3 (such number being subject, however, to change
      thereafter in any manner provided by law or in the Articles or By-Laws).
      Any vacancies in the Board of Directors effected by the provisions of
      clauses (y) and (z) in the preceding sentence may be filled by a majority
      of the remaining Directors.

               (vi) The provisions of this paragraph (C) shall govern the
      election of Directors by holders of Units of Series A First Preferred
      Stock during any default period notwithstanding any provisions of the
      Articles to the contrary.

           (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.


<PAGE>

           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:

               (i) declare or pay dividends on, make any other distributions on,
      or redeem or purchase or otherwise acquire for consideration any shares of
      junior stock;

               (ii) declare or pay dividends on or make any other distributions
      on any shares of parity stock, except dividends paid ratably on Units of
      Series A First Preferred Stock and shares of all such parity stock on
      which dividends are payable or in arrears in proportion to the total
      amounts to which the holders of such Units and all such shares are then
      entitled;

               (iii) redeem or purchase or otherwise acquire for consideration
      shares of any parity stock, PROVIDED, HOWEVER, that the Corporation may at
      any time redeem, purchase or otherwise acquire shares of any such parity
      stock in exchange for shares of any junior stock;

               (iv) purchase or otherwise acquire for consideration any Units of
      Series A First Preferred Stock, except in accordance with a purchase offer
      made in writing or by publication (as determined by the Board of
      Directors) to all holders of such Units.

           (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 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


<PAGE>

      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.


<PAGE>

           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 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 PASSU with 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 ranking PARI PASSU with the Series A First
      Preferred Stock in the distribution of assets on any liquidation,
      dissolution or winding up.


<PAGE>

                       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


<PAGE>

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 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.

         (C) (i) If at any time dividends on any Units shall be in arrears in an
amount equal to six quarterly dividends thereon, then during the period (a
"default period") from the occurrence of such event until such time as all
accrued and unpaid dividends for all previous quarterly dividend period and for
the current quarterly dividend period on all Units then outstanding shall have
been declared and paid or set apart for payment, all holders of Units, voting
separately as a class, shall have the right to elect two (2) Directors, who
shall serve in addition to the Directors elected by the holders of shares of
Common Stock.


<PAGE>

                  (ii) During any default period, such voting rights of the
holders of Units may be exercised initially at a special meeting, called
pursuant to subparagraph (iii) of this Section 3(C) or at any annual meeting of
shareholders, and thereafter at annual meetings of shareholders, provided that
neither such voting rights nor any right of the holders of Units to increase, in
certain cases, the authorized number of Directors may be exercised at any
meeting unless one-third (1/3) of the outstanding Units shall be present at such
meeting in person or by proxy. The absence of a quorum of the holders of shares
of Common Stock shall not affect the exercise by the holders of Units of such
rights. At any meeting at which the holders of Units shall exercise such voting
right initially during an existing default period, they shall have the right,
voting separately as a class, to elect two (2) Directors, who shall serve in
addition to the Directors elected by the holders of shares of Common Stock. If
the number which may otherwise be elected at any special meeting does not amount
to the required number, the holders of Units shall have the right to make such
increase in the number of Directors as shall be necessary to permit the election
by them of the required number. After the holders of Units shall have exercised
their right to elect Directors during any default period, the number of
Directors shall not be increased or decreased except as approved by a vote of
the holders of Units as herein provided or pursuant to the rights of any equity
securities ranking senior to the Units.

                  (iii) Unless the holders of Units shall, during an existing
default period, have previously exercised their right to elect Directors, the
Board of Directors may order, or any shareholder or shareholders owning in the
aggregate not less than 25% of the total number of Units outstanding may request
in writing, the calling of a special meeting of the holders of Units, which
meeting shall thereupon be called by the Secretary of the Corporation. Notice of
such meeting and of any annual meeting at which holders of Units are entitled to
vote pursuant to this paragraph (C)(iii) shall be given to each holder of record
of Units by mailing a copy of such notice to him at his last address as the same
appears on the books of the Corporation. Such meeting shall be called for a time
not earlier than 10 days and not later than 60 days after such order or request
or, if the Corporation is in default of the calling of such meeting within 60
days after such order or request, such meeting may be called on similar notice
by any shareholder or shareholders owning in the aggregate not less than 25% of
the total number of outstanding Units.

                  (iv) During any default period, the holders of shares of
Common Stock and Units, voting together, and other classes or series of shares
of the Corporation, if applicable, shall continue to be entitled to elect all
the Directors until the holders of Units shall have exercised their right to
elect two Directors voting as a separate class, after the exercise of which
right (x) the Directors so elected by the holders of Units shall continue in
office until their successors shall have been elected by such holders or until
the expiration of the default period, whichever is earlier, and (y) any vacancy
in the Board of Directors may (except as provided in paragraph (C)(ii) of this
Section 3) be filled by vote of a majority of the remaining Directors
theretofore elected by the holders of the class or series of capital stock which
elected the Director whose office shall have become vacant. References in this
paragraph (C) to Directors elected by the holders of a particular class or
series of capital stock shall include Directors elected by such Directors to
fill vacancies as provided in clause (y) of the foregoing sentence.


<PAGE>

                  (v) Immediately upon the expiration of a default period, (x)
the right of the holders of Units as a separate class to elect Directors shall
cease, (y) the term of any Directors elected by the holders of Units as a
separate class shall terminate, and (z) the number of Directors shall be such
number as may be provided for in the Articles of Incorporation or By-Laws of the
Corporation irrespective of any increase made pursuant to the provisions of
paragraph (C)(ii) of this Section 3 (such number being subject, however, to
change thereafter in any manner provided by law or in the Articles of
Incorporation or By-Laws of the Corporation). Any vacancies in the Board of
Directors existing after giving effect to the provisions of clauses (y) and (z)
in the preceding sentence may be filled by a majority of the remaining
Directors.

                  (vi) The provisions of this paragraph (C) shall govern the
election of Directors by holders of Units during any default period
notwithstanding any other provisions of these Articles to the contrary.

         (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:

                  (i) declare or pay dividends on, make any other distributions
on, or redeem or purchase or otherwise acquire for consideration any shares of
junior stock;

                  (ii) declare or pay dividends on or make any other
distributions on any shares of parity stock, except dividends paid ratably on
Units and shares of all such parity stock on which dividends are payable or in
arrears in proportion to the total amounts to which the holders of such Units
and all such shares are then entitled;

                  (iii) redeem or purchase or otherwise acquire for
consideration shares of any parity stock, PROVIDED, HOWEVER, that the
Corporation may at any time redeem, purchase or otherwise acquire shares of any
such parity stock in exchange for shares of any junior stock;

                  (iv) purchase or otherwise acquire for consideration any
Units, except in accordance with a purchase offer made in writing or by
publication (as determined by the Board of Directors) to all holders of such
Units.

         (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.


<PAGE>

         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.

         (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.


<PAGE>

         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 PASSU with the Units as to dividends, and (ii) as used in Section
6, shall mean any class or series of stock of the Corporation ranking PARI PASSU
with 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.

                                       6.


<PAGE>

           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:

                    (1) "Affiliate" means a person that directly, or indirectly
                    through one or more intermediaries, controls, or is
                    controlled by, or is under common control with, a specified
                    person.

                    (2) "Announcement date" means the date of the first general
                    public announcement of the proposal of the business
                    combination.

                    (3) "Associate," when used to indicate a relationship with
                    any person, means:

                         (A) Any corporation or organization, other than the
                         corporation or a subsidiary of the corporation, of
                         which such person is an officer, director, or partner
                         or is the beneficial owner of l0 percent or more of any
                         class of equity securities;

                         (B) Any trust or other estate in which such person has
                         a beneficial interest of 10 percent or more, or as to
                         which such person serves as


<PAGE>

                         trustee or in a similar fiduciary capacity; and

                         (C) Any relative or spouse of such person, or any
                         relative of such spouse, who has the same home as such
                         person.

                    (4) "Beneficial owner" -- a person shall be considered to be
                    the beneficial owner of any equity securities:

                         (A) Which such person or any of such person's
                         affiliates or associates owns, directly or indirectly;

                         (B) Which such person or any of such person's
                         affiliates or associates, directly or indirectly, has:

                               (i) The right to acquire, whether such right is
                               exercisable immediately or only after the passage
                               of time, pursuant to any agreement, arrangement,
                               or understanding or upon the exercise of
                               conversion rights, exchange rights, warrants or
                               options, or otherwise; or

                               (ii) The right to vote pursuant to any agreement,
                               arrangement, or understanding; or

                         (C) Which are owned, directly or indirectly, by any
                         other person with which such person or any of such
                         person's affiliates or associates has any agreement,
                         arrangement, or understanding for the purpose of
                         acquiring, holding, voting, or disposing of equity
                         securities.

                    (5) "Business combination" means:

                         (A) Any merger of the corporation or any subsidiary
                         with (i) any interested shareholder or (ii) any other
                         corporation, whether or not itself an interested
                         shareholder, which is, or after the merger would be, an
                         affiliate of an interested shareholder that was an
                         interested shareholder prior to the consummation of the
                         transaction;

                         (B) Any share exchange with (i) any interested
                         shareholder or (ii) any other corporation, whether or
                         not itself an interested shareholder, which is, or
                         after the share exchange would be, an affiliate of an
                         interested shareholder that was an interested
                         shareholder prior to the consummation of the
                         transaction;

                         (C) Any sale, lease, transfer, or other disposition,
                         other than in the ordinary course of business, in one
                         transaction or in a series of transactions in any 12
                         month period, to any interested shareholder or


<PAGE>

                         any affiliate of any interested shareholder, other than
                         the corporation or any of its subsidiaries, of any
                         assets of the corporation or any subsidiary having,
                         measured at the time the transaction or transactions
                         are approved by the board of directors of the
                         corporation, an aggregate book value as of the end of
                         the corporation's most recently ended fiscal quarter of
                         10 percent or more of the net assets of the corporation
                         as of the end of such fiscal quarter;

                         (D) The issuance or transfer by the corporation, or any
                         subsidiary, in one transaction or a series of
                         transactions in any 12 month period, of any equity
                         securities of the corporation or any subsidiary which
                         have an aggregate market value of 5 percent or more of
                         the total market value of the outstanding common and
                         preferred shares of the corporation whose shares are
                         being issued, to any interested shareholder or any
                         affiliate of any interested shareholder, other than the
                         corporation or any of its subsidiaries, except pursuant
                         to the exercise of warrants or rights to purchase
                         securities offered pro rata to all holders of the
                         corporation's voting shares or any other method
                         affording substantially proportionate treatment to the
                         holders of voting shares;

                         (E) The adoption of any plan or proposal for the
                         liquidation or dissolution of the corporation in which
                         anything other than cash will be received by an
                         interested shareholder or an affiliate of any
                         interested shareholder; or

                         (F) Any reclassification of securities, including any
                         reverse stock split, or recapitalization of the
                         corporation, or any merger of the corporation with any
                         of its subsidiaries, or any share exchange with any of
                         its subsidiaries, which has the effect, directly or
                         indirectly, in one transaction or a series of
                         transactions in any 12 month period, of increasing by 5
                         percent or more the proportionate amount of the
                         outstanding shares of any class or series of equity
                         securities of the corporation or any subsidiary which
                         is directly or indirectly beneficially owned by any
                         interested shareholder or any affiliate of any
                         interested shareholder.

                    (6) "Continuing director" means any member of the board of
                    directors who is not an affiliate or associate of an
                    interested shareholder or any of its affiliates, other than
                    the corporation or any of its subsidiaries, and who was a
                    director of the corporation prior to the determination date,
                    and any successor to such continuing director who is not an
                    affiliate or an associate of an interested shareholder or
                    any of its affiliates, other than the corporation or its
                    subsidiaries, and is recommended or elected by a majority of
                    all of the continuing directors.


<PAGE>

                    (7) "Control," including the terms "controlling,"
                    "controlled by," and "under common control with," means the
                    possession, directly or indirectly, of the power to direct
                    or cause the direction of the management and policies of a
                    person, whether through the ownership of voting securities,
                    by contract, or otherwise, and the beneficial ownership of
                    shares representing 10 percent or more of the votes entitled
                    to be cast by a corporation's voting shares shall create an
                    irrebuttable presumption of control.

                    (8) "Corporation," in addition to the definition contained
                    in Georgia Business Corporation Code Section 14-2-140, shall
                    include any trust merging with a domestic corporation
                    pursuant to Georgia Business Corporation Code Section
                    53-12-59.

                    (9) "Determination date" means the date on which an
                    interested shareholder first became an interested
                    shareholder.

                    (10) "Fair market value" means:

                           (A) In the case of securities, the highest closing
                           sale price, during the period beginning with and
                           including the determination date and for 29 days
                           prior to such date, of such a security on the
                           principal United States securities exchange
                           registered under the Securities Exchange Act of 1934
                           on which such securities are listed, or, if such
                           securities are not listed on any such exchange, the
                           highest closing sales price or, if none is available,
                           the average of the highest bid and asked prices
                           reported with respect to such a security, in each
                           case during the 30 day period referred to above, on
                           the National Association of Securities Dealers, Inc.,
                           Automatic Quotation System, or any system then in
                           use, or, if no such quotations are available, the
                           fair market value on the date in question of such a
                           security as determined in good faith at a duly called
                           meeting of the board of directors by a majority of
                           all of the continuing directors, or, if there are no
                           continuing directors, by the entire board of
                           directors; and

                           (B) In the case of property other than securities,
                           the fair market value of such property on the date in
                           question as determined in good faith at a duly called
                           meeting of the board of directors by a majority of
                           all of the continuing directors, or, if there are no
                           continuing directors, by the entire board of
                           directors of the corporation.

                    (11) "Interested shareholder" means any person, other than
                    the corporation or its subsidiaries, that:


<PAGE>

                           (A) Is the beneficial owner of 10 percent or more of
                           the voting power of the outstanding voting shares of
                           the corporation; or

                                  (B) Is an affiliate of the corporation and, at
                           any time within the two-year period immediately prior
                           to the date in question, was the beneficial owner of
                           10 percent or more of the voting power of the then
                           outstanding voting shares of the corporation.

                                  For the purpose of determining whether a
                           person is an interested shareholder, the number of
                           voting shares deemed to be outstanding shall not
                           include any unissued voting shares which may be
                           issuable pursuant to any agreement, arrangement, or
                           understanding, or upon exercise of conversion rights,
                           warrants or options, or otherwise.

                           (12) "Net assets" means the amount by which the total
                    assets of the corporation exceed the total debts of the
                    corporation.

                    (13) "Voting shares" means shares entitled to vote generally
                    in the election of directors.

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

             (1) Unanimously approved by the continuing directors, provided that
             the continuing directors constitute at least three members of the
             board of directors at the time of such approval; or

             (2) Recommended by at least two-thirds of the continuing directors
             and approved by a majority of the votes entitled to be cast by
             holders of voting shares, other than voting shares beneficially
             owned by the interested shareholder who is, or whose affiliate is,
             a party to the business combination.

     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:

             (1) The aggregate amount of the cash, and the fair market value as
             of five days before the consummation of the business combination of
             consideration other than cash, to be received per share by holders
             of any class of common shares or any class or series of preferred
             shares in such business combination is at least equal to the
             highest of the following:


<PAGE>

                    (A) The highest per share price, including any brokerage
                    commissions, transfer taxes, and soliciting dealers' fees,
                    paid by the interested shareholder for any shares of the
                    same class or series acquired by it:

                           (i) Within the two-year period immediately prior to
                         the announcement date; or

                           (ii) In the transaction in which it became an
                         interested shareholder, whichever is higher;

                    (B) The fair market value per share of such class or series
                    as determined on the announcement date and as determined on
                    the determination date, whichever is higher; or

                    (C) In the case of shares other than common shares, the
                    highest preferential amount per share to which the holders
                    of shares of such class or series are entitled in the event
                    of any voluntary or involuntary liquidation, dissolution, or
                    winding up of the corporation; provided that this
                    subparagraph shall only apply if the interested shareholder
                    has acquired shares of such class or series within the
                    two-year period immediately prior to the announcement date;

             (2) The consideration to be received by holders of any class or
             series of outstanding shares is to be in cash or in the same form
             as the interested shareholder has previously paid for shares of the
             same class or series. If the interested shareholder has paid for
             shares of any class or series of shares with varying forms of
             consideration, the form of consideration for such class or series
             of shares shall be either cash or the form used to acquire the
             largest number of shares of such class or series previously
             acquired by it;

             (3) After the interested shareholder has become an interested
             shareholder and prior to the consummation of such business
             combination:

                    (A) Unless approved by a majority of the continuing
                    directors, there shall have been:

                           (i) No failure to declare and pay at the regular date
                           therefor any full periodic dividends, whether or not
                           cumulative, on any outstanding preferred shares of
                           the corporation;

                           (ii) No reduction in the annual rate of dividends
                           paid on any class of common shares, except as
                           necessary to reflect any subdivision of the shares;

                           (iii) An increase in such annual rate of dividends as
                           is necessary to


<PAGE>

                           reflect any reclassification, including any reverse
                           share split, recapitalization, reorganization, or any
                           similar transaction which has the effect of reducing
                           the number of outstanding shares; and

                           (iv) No increase in the interested shareholder's
                           percentage ownership of any class or series of shares
                           of the corporation by more than 1 percent in any 12
                           month period.

                    (B) The provisions of divisions (b)(3)(A)(i) and (ii) of
                    this Section III shall not apply if the interested
                    shareholder or an affiliate or associate of the interested
                    shareholder did not vote as a director of the corporation in
                    a manner inconsistent with divisions (b)(3)(A)(i) and (ii)
                    of this Section III and the interested shareholder, within
                    ten days after any act or failure to act inconsistent with
                    divisions (b)(3)(A)(i) and (ii) of this Section III,
                    notified the board of the corporation in writing that the
                    interested shareholder disapproved thereof and requested in
                    good faith that the board of directors rectify the act or
                    failure to act; and

             (4) After the interested shareholder has become an interested
             shareholder, the interested shareholder has not received the
             benefit, directly or indirectly, except proportionately as a
             shareholder, of any loans, advances, guarantees, pledges, or other
             financial assistance or any tax credits or other tax advantages
             provided by the corporation or any of its subsidiaries, whether in
             anticipation of or in connection with such business combination or
             otherwise.

    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:

                      (1)  Ceased to be an interested shareholder; or

                      (2) Increased its percentage ownership of any class or
                      series of common or preferred shares of the corporation by
                      more than 1 percent in any 12 month period.

                                       11.

     No director of the Corporation shall be liable to the Corporation or its
     shareholders


<PAGE>

     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.