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                                                                  EXHIBIT 3(a)



           CERTIFICATE OF RESTATEMENT OF ARTICLES OF INCORPORATION

                                       OF

                                K N ENERGY, INC.

STATE OF KANSAS               )
                              )  Section
COUNTY OF PHILLIPS            )

         We, Larry D. Hall, President and William S. Garner, Jr., Secretary of
K N Energy, Inc., a Kansas corporation (herein called the "Corporation"), whose
registered office is in Phillipsburg, Phillips County, Kansas, DO HEREBY
CERTIFY:

         That the Board of Directors of the Corporation, at a regular meeting
duly held on the 23rd of May, 1989, adopted a resolution setting forth Restated
Articles of Incorporation of the Corporation, and declared their advisability.
Said Restated Articles of Incorporation were amended with approval of the
Corporation's Shareholders on July 13, 1994, and are as follows, namely:

                               K N, ENERGY, INC.
                             --------------------
                       RESTATED ARTICLES OF INCORPORATION
                             --------------------

         The following are the Restated Articles of Incorporation of K N
Energy, Inc., which corporation was originally incorporated under the name of
Kansas Pipe Line & Gas Company in Articles filed with the Secretary of State of
Kansas on May 18, 1927. These Restated Articles were duly adopted by the Board
of Directors of the Company at their regular meeting on August 16, 1988 in
accordance with the provisions of Section 17-6605 of the



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Kansas Statutes Annotated.
                                     FIRST

         The name of the Corporation shall be K N ENERGY, INC.

                                     SECOND

         The nature of the business or purposes to be conducted or promoted by
the Corporation is to engage in any lawful act or activity for which
corporations may be organized under the Kansas General Corporation Code.

                                     THIRD

         The location of the principal place of business of the Corporation and
its registered office in this state is 205 "F" Street, City of Phillipsburg,
Phillips County, Kansas. The Corporation shall be its own Resident Agent and
for such purpose its business office shall be its registered office.

                                     FOURTH

         That the term for which the Corporation is to exist is perpetual.

                                     FIFTH

                                   SECTION 1

         Except as otherwise provided in Article Sixth, the number of directors
which shall constitute the whole Board of Directors of the Corporation shall be
the number from time to time fixed by the By-laws of the Corporation; provided
that such number of directors shall not be less than nine, nor more than
fifteen, each of whom shall be a stockholder of the Corporation; and

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provided, further, that any change in such minimum or maximum number of
directors shall be made only by amendment of this Article Fifth. Nominees for
directorships receiving the highest number of votes shall be elected. The Board
of Directors shall be divided into three classes: Class I, Class II, and Class
III. Such classes shall be as nearly equal in number as possible. The term of
office of the initial Class I directors shall expire at the annual meeting of
the stockholders in 1976; the term of office of the initial Class II directors
shall expire at the annual meeting of stockholders in 1977; and the term of
office of the initial Class III directors shall expire at the annual meeting of
stockholders in 1978, or thereafter in each case when their respective
successors are elected and qualified. At each annual election held thereafter,
the directors chosen to succeed those whose terms have expired shall be
identified as being of the same class as the directors that they succeed and
shall be elected for a term expiring at the third succeeding annual meeting of
stockholders or thereafter in each case when their respective successors are
elected and qualified. When the number of directors is changed any increase or
decrease in the number of directorships shall be apportioned among the classes
so as to make all classes as nearly equal in number as possible.

                                   SECTION 2

         No director of the Corporation shall be removed from his office as a
director unless all other directors constituting the Board of Directors at the
time unanimously vote in favor of such

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removal, in which event his removal shall be considered accomplished. No
director of the Corporation shall be removed from his office as a director by
vote or other action of stockholders or otherwise unless the director to be
removed has been convicted of a felony by a court of competent jurisdiction and
such conviction has become no longer subject to direct appeal or unless the
director to be removed has been adjudged to be liable for negligence or
misconduct in the performance of his duty to the Corporation by a court of
competent jurisdiction and such adjudication has become no longer subject to
direct appeal. In the event of such conviction, or finding of negligence or
misconduct a director may be removed by the stockholders in the manner provided
in the By-laws of the Corporation.

                                     SIXTH

                                   SECTION 1

         The minimum amount of capital with which the Corporation will commence
business is $l,000.00.

                                   SECTION 2

         1. That the total number of shares of all classes of stock which the
Corporation shall have authority to issue shall be 27,200,000.

         2. That the number of shares which are to have a par value shall be
50,000,000 of the par value of $5 each, all of which shares shall be one class
of common stock (hereinafter referred to as the "Common Stock").

         3. That the number of shares that are to be without par

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value shall be 2,200,000, of which 200,000 shall be Class A Preferred Stock
(hereinafter referred to as the "Class A Preferred Stock"), and of which
2,000,000 shall be Class B Preferred Stock (hereinafter referred to as the
"Class B Preferred Stock").

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                                   SECTION 3

         1. Definitions. As used in this Article Sixth or in any resolution
adopted by the Board of Directors providing for the issue of any particular
series of Class A Preferred Stock or Class B Preferred Stock authorized by
these Articles of Incorporation or any amendment thereto, the following terms
shall have the following meanings, respectively:

                  (a) The term "arrearages", whenever used in connection with
         dividends on any share of Class A Preferred Stock or Class B Preferred
         Stock, shall refer to the condition that exists as to dividends, to
         the extent that they are cumulative (either unconditionally, or
         conditionally to the extent that the conditions have been fulfilled),
         on such shares which shall not have been paid or declared and set
         apart for payment to the date or for the period indicated; but the
         term shall not refer to the condition that exists as to dividends, to
         the extent that they are non-cumulative, on such shares which shall
         not have been paid or declared and set apart for payment.

                 (b) The term "stock junior to the Class A Preferred Stock",
         whenever used with reference to the Class A Preferred Stock, shall
         mean the Class B Preferred Stock, Common Stock and any other stock of
         the Corporation over which the Class A Preferred Stock has preference
         or priority in the payment of dividends and in the distribution of
         assets on any dissolution, liquidation or winding up of the
         Corporation.

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                (c) The term "stock junior to the Class B Preferred Stock",
         whenever used with reference to the Class B Preferred Stock, shall
         mean the Common Stock and any other stock of the Corporation over
         which the Class B Preferred Stock has preference or priority in the
         payment of dividends and in the distribution of assets on any
         dissolution, liquidation or winding up of the Corporation.

                (d) The term "subsidiary" means any corporation of which at
         least a majority of the outstanding stock having by the terms thereof
         ordinary voting power to elect a majority of the directors of such
         corporation, irrespective of whether or not at the time stock of any
         other class or classes of such corporation shall have or might have
         voting power by reason of the happening of any contingency, is, at the
         time of determination thereof, directly or indirectly owned by the
         Corporation, or by one or more subsidiaries of the Corporation, or by
         the Corporation and one or more subsidiaries. As used in this
         definition, the term "corporation" shall include comparable types of
         business organizations authorized under the laws of any state,
         territory or possession of the United States or any foreign country
         however designated.

                                   SECTION 4

         That the voting powers (full or limited, or without voting powers)
designations, preferences and relative, participating, optional or other
special rights, and qualifications, limitations

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or restrictions thereof, of the shares of Class A Preferred Stock, Class B
Preferred Stock and Common Stock and the authority of the Board of Directors of
the Corporation to fix by resolution such of the voting powers, designations,
preferences and relative, participating, optional or other special rights, and
qualifications, limitations or restrictions thereof (sometimes hereinafter
referred to in this Article Sixth as "powers, preferences and rights"), are as
follows:

A. CLASS A PREFERRED STOCK

         1. Authority of the Board of Directors of the Corporation to issue
Class A Preferred Stock in Series. The Class A Preferred Stock consists of (i)
shares constituting a series designated and hereinafter referred to as "Class A
$5 Cumulative Preferred Stock", shares of which have heretofore been issued and
designated as "$5 Cumulative Preferred Stock", (ii) shares constituting a
series designated and hereinafter referred to as "Class A $5.65 Cumulative
Preferred Stock", shares of which have heretofore been issued and designated as
"$5.65 Cumulative Preferred Stock", and (iii) additional authorized shares the
issuance of which may be provided for by the Board of Directors of the
Corporation as set forth in this Subdivision A of Section 4. The voting powers
(full or limited, or without voting powers), designations, preferences and
relative, participating, optional or other special rights, and qualifications,
limitations or restrictions, not inconsistent with the provisions of this
Article Sixth, of the Class A $5 Cumulative Preferred Stock and of the Class A
$5.65 Cumulative Preferred

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Stock are respectively fixed by and set forth in paragraph 9 of this
Subdivision A of Section 4 and in the Certificate of Resolutions adopted by the
Board of Directors of the Corporation providing for the issuance of shares of
the Class A $5.65 Cumulative Preferred Stock filed in the office of the
Secretary of State of Kansas on September 28, 1953.

         The Class A Preferred Stock may be issued from time to time in one or
more series. Subject to the provisions of these Articles of Incorporation or
any amendment thereto, authority is expressly granted to the Board of Directors
of the Corporation to authorize the issue of one or more series of Class A
Preferred Stock, and to fix by resolutions providing for the issue of each such
series the powers, preferences and rights thereof, to the full extent now or
hereafter permitted by law, including but not be limited to the following:

                 (a) The number of shares of such series (which may
         subsequently be increased by resolutions of the Board of Directors of
         the Corporation) and the distinctive designation thereof;

                 (b) The dividend rate of such series and any limitations,
         restrictions or conditions on the payment of such dividends;

                 (c) The terms and conditions, if any, on which, and the price
         or prices at which, the shares of such series may be redeemed;

                 (d) The terms of any purchase, retirement or sinking fund to
         be provided for the shares of such series;

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                 (e) Restrictions upon the declaration or payment of dividends
         or other distributions on, or the acquisition or retirement by the
         Corporation of, the Common Stock to take effect upon the occurrence of
         any default in the provisions for a sinking fund, if any, for the
         particular series and to remain in effect so long as such default
         continues; and provisions extending for the benefit of the particular
         series for so long as any shares thereof remain outstanding, similar
         restrictions with respect to the stock of the Corporation imposed by
         the terms of any of its funded indebtedness then outstanding;

                 (f) The terms and conditions, if any, upon which the shares of
         such series shall be convertible into or exchangeable for shares of
         any other class or classes, or of any other series of the same or any
         class or classes of stock of the Corporation;

                 (g) The voting powers, if any, of such series in addition to
         the voting powers provided in paragraphs 5 and 8 of Subdivision A of
         Section 4; and

                 (h) Any other variance in the relative powers, preferences and
         rights as between different series not inconsistent with these
         Articles of Incorporation or any amendments thereto, to the full
         extent now or hereafter allowed by law.

         The Class A Preferred Stock of each series shall rank on a parity with
the Class A Preferred Stock of every other series in

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priority of payment of dividends and in the distribution of assets in the event
of any liquidation, dissolution or winding up of the Corporation, whether
voluntary or involuntary, to the extent of the preferential amounts to which
the Class A Preferred Stock of the respective series shall be entitled under
the provisions of these Articles of Incorporation or any amendment thereto or
the resolutions of the Board of Directors of the Corporation providing for the
issue of such series. All shares of any one series of Class A Preferred Stock
shall be identical except as to the dates of issue and the dates from which
dividends on shares of the series issued on different dates shall accumulate
(if cumulative).

         2. Dividend rights.

                 (a) The holders of shares of Class A Preferred Stock of each
         series shall be entitled to receive, when and as declared by the Board
         of Directors of the Corporation, preferential dividends, from the date
         fixed by the resolutions of the Board of Directors of the Corporation
         authorizing the issuance thereof, in cash payable at such rate, from
         such date, and on such quarterly dividend payment dates and, if
         cumulative, cumulative from such date or dates, as may be fixed by the
         provisions of these Articles of Incorporation or any amendment thereto
         or by the resolutions of the Board of Directors of the Corporation
         providing for the issue of such series. The holders of shares of Class
         A Preferred Stock shall not be entitled to receive any dividends
         thereon other than those specifically provided for by these Articles
         of Incorporation



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         or any amendment thereto, or such resolutions of the Board of
         Directors of the Corporation, nor shall any arrearages in dividends on
         the Class A Preferred Stock bear any interest.

                 (b) So long as any of the Class A Preferred Stock is
         outstanding, no dividends (other than dividends payable in stock
         junior to the Class A Preferred Stock and cash in lieu of fractional
         shares in connection with any such dividend) shall be paid or declared
         in cash or otherwise, nor shall any other distribution be made, on any
         stock junior to the Class A Preferred Stock, unless

                     (i) there shall be no arrearages in dividends on the Class
                 A Preferred Stock for any past quarterly dividend period, and
                 dividends in full for the current quarterly dividend period
                 shall have been paid or declared on all of the Class A
                 Preferred Stock (cumulative and non-cumulative); and

                     (ii) the Corporation shall have paid or set aside all
                 amounts, if any, then or theretofore required to be paid or
                 set aside for all sinking funds, if any, for the Class A
                 Preferred Stock of any series; and

                     (iii) the Corporation shall not be in default on any of
                 its obligations to redeem any of the Class A Preferred Stock.

                 (c) So long as any of the Class A Preferred Stock is
         outstanding, no shares of any stock junior to the Class A Preferred
         Stock shall be purchased, redeemed or otherwise



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         acquired by the Corporation or by any subsidiary except (i) in
         connection with a reclassification or exchange of any stock junior to
         the Class A Preferred Stock through the issuance of other stock junior
         to the Class A Preferred Stock at the time outstanding, or (ii) in
         connection with the purchase, redemption or other acquisition of any
         stock junior to the Class A Preferred Stock with proceeds of a
         reasonably contemporaneous sale of other stock junior to the Class A
         Preferred Stock at the time outstanding or (iii) payments in cash in
         lieu of fractional shares upon the conversion of any convertible stock
         junior to the Class A Preferred Stock, nor shall any funds be set
         aside or made available for any sinking fund for the purchase or
         redemption of any stock junior to the Class A Preferred Stock, unless

                          (i) there shall be no arrearages in dividends on
                 Class A Preferred Stock for any past quarterly dividend
                 period, and dividends in full for the current quarterly
                 dividend period shall have been paid or declared on all of the
                 Class A Preferred Stock (cumulative and non-cumulative); and

                          (ii) the Corporation shall have paid or set aside all
                 amounts, if any, then or theretofore required to be paid or
                 set aside for all sinking funds, if any, for the Class A
                 Preferred Stock of any series; and

                          (iii) the Corporation shall not be in default on any
                 of its obligations to redeem any of the Class A Preferred

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         Stock.

                 (d) Subject to the foregoing provisions and not otherwise,
         such dividends (payable in cash, property or stock junior to the Class
         A Preferred Stock) as may be determined by the Board of Directors of
         the Corporation may be declared and paid on the shares of any stock
         junior to the Class A Preferred Stock from time to time, and in the
         event of the declaration and payment of any such dividends, the
         holders of shares of such junior stock shall be entitled, to the
         exclusion of holders of shares of Class A Preferred Stock, to share
         ratably therein according to their respective interests.

                 (e) Dividends in full shall not be declared or paid or set
         apart for payment on any series of Class A Preferred Stock, unless
         there shall be no arrearages in dividends on any Class A Preferred
         Stock for any past quarterly dividend period and dividends in full for
         the current quarterly dividend period shall have been paid or declared
         on all Class A Preferred Stock to the extent that such dividends are
         cumulative, and any dividends paid or declared when dividends are not
         so paid or declared in full shall be shared ratably by the holders of
         all series of Class A Preferred Stock in proportion to such respective
         arrearages and unpaid and undeclared current quarterly dividends.

         3. Liquidation rights.

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

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         involuntary, the holders of shares of Class A Preferred Stock of each
         series shall be entitled to receive in full out of the Corporation's
         assets the sum of One Hundred Dollars ($100) for each share of Class A
         Preferred Stock held by them, plus any arrearages in dividends thereon
         to the date fixed for the payment in liquidation, before any
         distribution shall be made to the holders of shares of any stock
         junior to the Class A Preferred Stock. After such payment in full to
         the holders of shares of the Class A Preferred Stock, the remaining
         assets of the Corporation shall then be distributable exclusively
         among the holders of shares of any stock junior to the Class A
         Preferred Stock, according to their respective interests.

                 (b) If the assets of the Corporation are insufficient to
         permit the payment of the full preferential amounts payable to the
         holders of shares of Class A Preferred Stock of the respective series
         in the event of a liquidation, dissolution or winding up, then the
         assets available for distribution to holders of shares of Class A
         Preferred Stock shall be distributed ratably to such holders in
         proportion to the full preferential amounts payable on the respective
         shares.

                 (c) A consolidation or merger of the Corporation with or into
         one or more other corporations or a sale of all or substantially all
         of the assets of the Corporation shall not be deemed to be a
         liquidation, dissolution or winding up, voluntary or involuntary, of
         the Corporation.

         4. Redemption.

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                 (a) The Corporation may, at the option of the Board of
         Directors, redeem the whole or any part of the Class A Preferred
         Stock, or of any series thereof, at any time or from time to time
         within the period during which such stock is, according to these
         Articles of Incorporation or any amendment thereto, or the resolutions
         of the Board of Directors of the Corporation providing for the issue
         thereof, redeemable at the option of the Board of Directors, by paying
         such redemption price thereof as shall have been fixed by these
         Articles of Incorporation or any amendment thereto or by the
         resolutions of the Board of Directors of the Corporation providing for
         the issue of the Class A Preferred Stock to be redeemed, including an
         amount in the case of each share so to be redeemed equal to any
         arrearages in dividends thereon to the date fixed for redemption (the
         total amount so to be paid being hereinafter referred to as the
         "redemption price"). The Class A $5 cumulative Preferred Stock and the
         Class A $5.65 Cumulative Preferred Stock shall be redeemable at any
         time at the option of the Board of Directors of the Corporation.

                 (b) Unless expressly provided otherwise in the resolutions of
         the Board of Directors of the Corporation providing for the issue of
         the Class A Preferred Stock to be redeemed, (i) notice of each such
         redemption shall be mailed not less than thirty days nor more than
         ninety days prior to the date fixed for redemption to each holder of
         record of shares of the Class A Preferred Stock to be redeemed, at his

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         address as the same may appear on the books of the Corporation, and
         (ii) in case of a redemption of a part only of any series of the Class
         A Preferred Stock, the shares of such series to be redeemed shall be
         selected pro rata or by lot or in such other equitable manner as the
         Board of Directors of the Corporation may determine. The Board of
         Directors of the Corporation shall have full power and authority,
         subject to the limitations and provisions contained in these Articles
         of Incorporation or any amendment thereto or in the resolutions of the
         Board of Directors of the Corporation providing for the issue of the
         Class A Preferred Stock to be redeemed, to prescribe the manner in
         which and the terms and conditions upon which the Class A Preferred
         Stock may be redeemed from time to time.

                 (c) If any such notice of redemption shall have been duly
         given, then on and after the date fixed in such notice of redemption
         (unless default shall be made by the Corporation in the payment or
         deposit of the redemption price pursuant to such notice) all
         arrearages in dividends, if any, on the shares of Class A Preferred
         Stock so called for redemption shall cease to accumulate, and on such
         date all rights of the holders of shares of Class A Preferred Stock so
         called for redemption shall cease and terminate except the right to
         receive the redemption price upon surrender of their certificates for
         redemption and such rights, if any, of conversion or exchange as may
         exist with respect to such

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         Class A Preferred Stock under the provisions of these Articles of
         Incorporation or any amendment thereto or in the resolutions of the
         Board of Directors of the Corporation providing for the issue of such
         Class A Preferred Stock.

                 (d) If, before the redemption date specified in any notice of
         the redemption of any Class A Preferred Stock, the Corporation shall
         deposit the redemption price with a bank or trust company in the
         continental United States having a capital and surplus of at least
         $5,000,000 according to its last published statement of condition, in
         trust for payment on the redemption date to the holders of shares of
         Class A Preferred Stock to be redeemed, from and after the date of
         such deposit all rights of the holders of shares of Class A Preferred
         Stock so called for redemption shall cease and terminate except the
         right to receive the redemption price upon surrender of their
         certificates for redemption and such rights, if any, of conversion or
         exchange as may exist with respect to such Class A Preferred Stock
         under the provisions of these Articles of Incorporation or any
         amendment thereto or in the resolutions of the Board of Directors of
         the Corporation providing for the issue of such Class A Preferred
         Stock. Any funds so deposited which are not required for such
         redemption because of the exercise of any such right of conversion or
         exchange subsequent to the date of such deposit shall be returned to
         the Corporation forthwith. The Corporation shall be entitled to
         receive from the depositary,

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         from time to time, the interest, if any, allowed on such funds
         deposited with it, and the holders of the shares so redeemed shall
         have no claim to any interest. Any funds so deposited and remaining
         unclaimed at the end of six years from the redemption date shall, if
         thereafter requested by the Board of Directors of the Corporation, be
         repaid to the Corporation.

                 (e) Shares of Class A Preferred Stock of any series may also
         be subject to redemption, in the manner hereinabove prescribed under
         this paragraph 4 of Subdivision A of Section 4, through operation of
         any sinking fund created therefor, at the redemption prices and under
         the terms and provisions contained in the resolutions of the Board of
         Directors of the Corporation providing for the issue of such series.

                 (f) The Corporation shall not be required to register a
         transfer of any share of Class A Preferred Stock (i) within fifteen
         days preceding a selection for redemption of shares of the series of
         Class A Preferred Stock of which such share is a part or (ii) which
         has been selected for redemption.

                 (g) During the continuance of any arrearages in dividends for
         any past quarterly dividend period or a failure in fulfillment of any
         sinking fund or redemption obligation on any series of Class A
         Preferred Stock, the Corporation shall not purchase or redeem less
         than all of the shares of Class A Preferred Stock or of any other
         stock ranking on a parity with the Class A Preferred Stock as to
         dividends and upon

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         liquidation, nor permit any subsidiary to do so without the consent
         given in writing or affirmative vote given in person or by proxy at a
         meeting called for the purpose, by the holders of at least fifty per-
         cent (50%) of all the shares of Class A Preferred Stock then
         outstanding; provided that (i) to meet the requirements of any
         purchase, retirement or sinking fund provisions with respect to any
         series, the Corporation may use shares of such series acquired by it
         prior to such arrearages in dividends or failure of payment and then
         held by it as treasury stock, valued at the redemption price, and (ii)
         the Corporation may complete the purchase or redemption of shares of
         Class A Preferred Stock or of any other stock ranking on a parity with
         the Class A Preferred Stock as to dividends and upon liquidation for
         which a purchase contract was entered into for any purchase,
         retirement or sinking fund purposes, or the notice of redemption of
         which was initially mailed, prior to such arrearages in dividends or
         failure of payment.

                 (h) If any obligation to retire shares of Class A Preferred
         Stock is not paid in full on all series as to which such obligation
         exists, the number of shares of each such series to be retired
         pursuant to any such obligation shall be in proportion to the
         respective amounts which would be payable if all amounts payable for
         the retirement of such series were discharged in full.

         5. Restrictions on certain action affecting Class A

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Preferred Stock. The Corporation will not, without the consent given in
writing or affirmative vote given in person or by proxy at a meeting held for
the purpose,

                 (a) by the holders of at least fifty percent (50%) of the
         shares of Class A Preferred Stock then outstanding,

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                          (i) amend, alter or repeal any of the provisions of
                 these Articles of Incorporation, or any amendment thereto, or
                 By-laws of the Corporation, so as to affect adversely the
                 voting powers, rights or preferences of the holders of shares
                 of Class A Preferred Stock or to reduce the time for any
                 notice to which the holders of shares of Class A Preferred
                 Stock may be entitled; provided, however, that the amendment
                 of the provisions of these Articles of Incorporation, as
                 amended, so as to increase the authorized amount of Common
                 Stock, Class B Preferred Stock, Class A Preferred Stock, any
                 other class of stock junior to the Class A Preferred Stock or
                 any stock of any class ranking on a parity with the Class A
                 Preferred Stock shall not be deemed to affect adversely the
                 powers, rights or preferences of the holders of shares of
                 Class A Preferred Stock;

                         (ii) create any other class or classes of stock or any
                 security convertible into, or exchangeable for or evidencing
                 the right to purchase any stock of a class ranking on a parity
                 with the Class A Preferred Stock, either as to dividends or
                 upon liquidation;

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                          (iii) increase the authorized amount of or create any
                 class or classes of stock ranking prior to the Class A
                 Preferred Stock; or

                          (iv) merge or consolidate with or into any other
                 corporation, unless the corporation resulting from such merger
                 or consolidation will have after such merger or consolidation
                 no class of stock either authorized or outstanding ranking
                 prior to the Class A Preferred Stock, and no securities either
                 authorized or outstanding which are convertible or
                 exchangeable into stock ranking prior to the Class A Preferred
                 Stock except the same number of shares of prior stock and the
                 same amount of such convertible securities with the same
                 rights and preferences as the prior stock and such convertible
                 securities of the Corporation, respectively, authorized and
                 outstanding immediately preceding such merger or
                 consolidation, and unless each holder of shares of Class A
                 Preferred Stock, immediately preceding such a merger or
                 consolidation shall receive the same number of shares, with
                 substantially the same rights and preferences, of the
                 resulting corporation;

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         provided, however, that no such consent of the holders of shares of
         Class A Preferred Stock then outstanding shall be required if, at or
         prior to the taking effect of the event which would otherwise require
         such consent, provision shall be made for the redemption of all shares
         of Class A Preferred Stock.

                 (b) by the holders of at least fifty percent (50%) of the
         shares of any series of Class A Preferred Stock then outstanding,
         amend, alter or repeal any of the provisions of these Articles of
         Incorporation or any amendment thereto or of the resolutions of the
         Board of Directors of the Corporation providing for the issue of such
         series so as to affect adversely the powers, preferences or rights of
         the holders of shares of Class A Preferred Stock of such series;
         provided, however, that no such consent of the holders of shares of
         any series of Class A Preferred Stock shall be required if, at or
         prior to the taking effect of the event which would otherwise require
         such consent, provision shall have been made for the redemption of all
         shares of such series.

         6. Status of Class A Preferred Stock purchased, redeemed or converted.
Shares of Class A Preferred Stock purchased, redeemed or converted into or
exchanged for shares of any other class or series shall be deemed to be
authorized but unissued shares of Class A Preferred Stock undesignated as to
series.

         7. Voting Rights.  On all matters upon which the holders of shares of
Common Stock of the Corporation are entitled to vote,

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<PAGE>   25



unless otherwise provided in these Articles of Incorporation or any amendment
thereto or the resolutions of the Board of Directors of the Corporation
providing for the issuance of shares of one or more series of Class A Preferred
Stock, each holder of shares of Class A Preferred Stock shall have the right to
vote upon a share-for-share basis with the holders of shares of Common Stock.

         8. Election of Directors by holders of shares of Class A Preferred
Stock in event of Nondeclaration of Dividends.

                 (a) The provisions of this paragraph 8 shall apply only to the
         Class A $5 Cumulative Preferred Stock, Class A $5.65 Cumulative
         Preferred Stock and to those other series of Class A Preferred Stock
         to which such provisions are expressly made applicable by these
         Articles of Incorporation or any amendment thereto or resolutions of
         the Board of Directors of the Corporation providing for the issue of
         such series (hereinafter referred to as the applicable Class A
         Preferred Stock). (b) If 30 days prior to the date of any annual
         meeting of the stockholders declarations of dividends (including
         non-cumulative dividends) on the shares of any series of applicable
         Class A Preferred Stock shall be omitted (i) in an aggregate amount
         equal to 3 (but less than 6) full quarterly dividends, the number of
         authorized directorships shall be increased by six if twelve
         directorships are authorized immediately prior to such meeting, or by
         that number of full directorships which will represent at least
         one-third of the total number of directorships giving effect

                                       25



<PAGE>   26



         to the increase (but no more) if other than twelve directorships are
         authorized immediately prior to such meeting, and the holders of
         shares of applicable Class A Preferred Stock shall have the exclusive
         and special right, voting separately as a class and without regard to
         series, to elect at such annual meeting of stockholders or special
         meeting held in place thereof, directors to fill such vacancies so
         created, which directors shall not be included in the classes created
         by Article Fifth or (ii) in an aggregate amount equal to 6 full
         quarterly dividends, the number of authorized directorships shall be
         increased by the number of authorized directorships in existence
         immediately prior to such meeting plus one additional directorship,
         and the holders of shares of applicable Class A Preferred Stock shall
         have the exclusive and special right, voting separately as a class and
         without regard to series, to elect at such annual meeting of
         stockholders or special meeting held in place thereof, directors to
         fill such vacancies so created, which directors shall not be included
         in the classes created by Article Fifth, in each case until four
         consecutive quarterly dividends shall have been paid on or declared
         and set apart for payment on the shares of such series, if the shares
         of such series are non-cumulative, or until all arrearages in
         dividends and dividends in full for the current quarterly period shall
         have been paid on or declared and set apart for payment on the shares
         of such series, if the shares of such series are cumulative, whereupon

                                       26


<PAGE>   27




         all voting rights as a class of the holders of shares of applicable
         Class A Preferred Stock provided for under this paragraph 8
         Subdivision A of Section 4 shall be divested from the holders of
         shares of applicable Class A Preferred Stock (subject, however, to
         being at any time or from time to time similarly revived if
         declarations of dividends for subsequent quarterly periods shall be
         omitted).

                 (c) At any meeting at which the holders of shares of
         applicable Class A Preferred Stock shall be entitled to vote as a
         class for the election of directors as above provided, the holders of
         a majority of the shares of applicable Class A Preferred Stock then
         outstanding present in person or by proxy shall constitute a quorum
         for the election of such directors and for no other purpose, and the
         vote of the holders of a majority of the shares of applicable Class A
         Preferred Stock so present at any such meeting at which there shall be
         such a quorum shall be sufficient to elect such directors. The persons
         so elected as directors by the holders of shares of applicable Class A
         Preferred Stock shall hold office until (i) their successors shall
         have been elected by such holders or (ii) until the annual meeting
         next following the divestiture of the right of the holders of shares
         of applicable Class A Preferred Stock to vote as a class in the
         election of directors as provided in subparagraph (b) of this
         paragraph 8 of Subdivision A of Section 4. If a vacancy occurs in a
         directorship elected by the holders of shares of applicable

                                       27



<PAGE>   28



         Class A Preferred Stock voting as a class, a successor may be
         appointed by the remaining director or directors so elected by the
         holders of shares of applicable Class A Preferred Stock. Directors
         elected pursuant to this paragraph 8 of Subdivision A of Section 4
         shall not be removed otherwise than as provided in Article Fifth.

                 (d) At any such meeting or any adjournment thereof, (i)the
         absence of a quorum of the holders of shares of applicable Class A
         Preferred Stock shall not prevent the election of the directors other
         than those to be elected by holders of shares of applicable Class A
         Preferred Stock voting as a class, and the absence of a quorum of
         holders of the shares entitled to vote for directors other than those
         to be elected by the holders of shares of applicable Class A Preferred
         Stock voting as a class shall not prevent the election of the
         directors to be elected by the holders of shares of applicable Class A
         Preferred Stock voting as a class, and (ii) in the absence of a quorum
         of the holders of shares of applicable Class A Preferred Stock, the
         holders of a majority of the shares of applicable Class A Preferred
         Stock present in person or by proxy shall have power to adjourn from
         time to time the meeting for the election of the directors which they
         are entitled to elect voting as a class, without notice other than
         announcement at the meeting until a quorum shall be present.

         9.    Class A $5 Cumulative Preferred Stock.  The preferences

                                       28


<PAGE>   29



and relative, participating, optional and other special rights, and
qualifications, limitations or restrictions of said shares of the Class A $5
Cumulative Preferred Stock shall be as hereinafter set forth, namely:

              (a) The annual dividend rate upon the Class A $5 Cumulative
         Preferred Stock shall be $5;

              (b) The quarterly dividend payment dates of the Class A $5
         Cumulative Preferred Stock shall be the first days of January, April,
         July and October in each year;

              (c) The Class A $5 Cumulative Preferred Stock may be redeemed at
         the price of $l05 per share, plus accrued and unpaid dividends.

B.  CLASS B PREFERRED STOCK

         1. Authority of the Board of Directors of the Corporation to issue
Class B Preferred Stock in Series. The Class B Preferred Stock may be issued
from time to time in one or more series. Subject to the provisions of these
Articles of Incorporation or any amendment thereto, authority is expressly
granted to the Board of Directors of the Corporation to authorize the issue of
one or more series of Class B Preferred Stock, and to fix by resolutions
providing for the issue of each such series the powers, preferences and rights
thereof, to the full extent now or hereafter permitted by law, including but
not limited to the following:

                                       29



<PAGE>   30



                 (a) The number of shares of such series (which may
         subsequently be increased by resolutions of the Board of Directors of
         the Corporation) and the distinctive designation thereof.

                 (b) The dividend rate of such series and any limitations,
         restrictions or conditions on the payment of such dividends;

                 (c) The terms and conditions, if any, on which, and the price
         or prices at which, the shares of such series may be redeemed;

                 (d) The amounts which the holders of the shares of such series
         are entitled to receive upon any liquidation, dissolution or winding
         up of the Corporation;

                 (e) The terms of any purchase, retirement or sinking fund to
         be provided for the shares of such series;

                 (f) Restrictions upon the declaration or payment of dividends
         or other distributions on, or the acquisition or retirement by the
         Corporation of, the Common Stock, to take effect upon the occurrence
         of any default in the provisions for a sinking fund, if any, for the
         particular series and to remain in effect so long as such default
         continues; and provisions extending for the benefit of the particular
         series for so long as any shares thereof remain outstanding, similar
         restrictions with respect to the stock of the Corporation imposed by
         the terms of any of its funded indebtedness then outstanding;

                 (g) The terms and conditions, if any, upon which the

                                       30


<PAGE>   31

         shares of such series shall be convertible into or exchangeable for
         shares of any other class or classes, or of any other series of the
         same or any other class or classes of stock of the Corporation;

                 (h) The voting powers, if any, of such series in addition to
         the voting powers provided in paragraphs 5 and 8 of this subdivision B
         of Section 4; and

                 (i) Any other variance in the relative powers, preferences and
         rights as between different series not inconsistent with these
         Articles of Incorporation or any amendments thereto, to the full
         extent now or hereafter allowed by law.

         The Class B Preferred Stock of each series shall rank on a parity with
the Class B Preferred Stock of every other series in priority of payment of
dividends and in the distribution of assets in the event of any liquidation,
dissolution or winding up of the Corporation, whether voluntary or involuntary,
to the extent of the preferential amounts to which the Class B Preferred Stock
of the respective series shall be entitled under the provisions of these
Articles of Incorporation or any amendment thereto or the resolutions of the
Board of Directors of the Corporation providing for the issue of such series.
All shares of any one series of Class B Preferred Stock shall be identical
except as to the dates of issue and the dates from which dividends on shares of
the series issued on different dates shall accumulate (if cumulative).

2. Dividend rights.

                                       31


<PAGE>   32


             (a) The holders of shares of Class B Preferred Stock of each
         series shall be entitled to receive, when and as declared by the Board
         of Directors of the Corporation, preferential dividends, from the date
         fixed by the resolutions of the Board of Directors of the Corporation
         authorizing the issuance thereof, in cash payable at such rate, from
         such date, and on such quarterly dividend payment dates and, if
         cumulative, cumulative from such date or dates, as may be fixed by the
         provisions of these Articles of Incorporation or any amendment thereto
         or by the resolutions of the Board of Directors of the Corporation
         providing for the issue of such series. The holders of shares of Class
         B Preferred Stock shall not be entitled to receive any dividends
         thereon other than those specifically provided for by these Articles
         of Incorporation or any amendment thereto, or such resolutions of the
         Board of Directors of the Corporation, nor shall any arrearages in
         dividends on the Class B Preferred Stock bear any interest.

            (b) So long as any of the Class B Preferred Stock is outstanding,
         no dividends (other than dividends payable in stock junior to the
         Class B Preferred Stock and cash in lieu of fractional shares in
         connection with any such dividend) shall be paid or declared in cash
         or otherwise, nor shall any other distribution be made, on any stock
         junior to the Class B Preferred Stock, unless

                          (i)  there shall be no arrearages in dividends on the
                 Class B Preferred Stock for any past quarterly

                                       32

<PAGE>   33



                 dividend period, and dividends in full for the current
                 quarterly dividend period shall have been paid or declared on
                 all of the Class B Preferred Stock (cumulative and
                 non-cumulative) and

                          (ii) the Corporation shall have paid or set aside all
                 amounts, if any, then or theretofore required to be paid or
                 set aside for all sinking funds, if any, for the Class B
                 Preferred Stock of any series; and

                                       33


<PAGE>   34





                          (iii) the Corporation shall not be in default on any
                 of its obligations to redeem any of the Class B Preferred
                 Stock.

                 (c) So long as any of the Class B Preferred Stock is
         outstanding, no shares of any stock junior to the Class B Preferred
         Stock shall be purchased, redeemed or otherwise acquired by the
         Corporation or by any subsidiary except (i) in connection with a
         reclassification or exchange of any stock junior to the Class B
         Preferred Stock through the issuance of other stock junior to the
         Class B Preferred Stock at the time outstanding, or (ii) in connection
         with the purchase, redemption or other acquisition of any stock junior
         to the Class B Preferred Stock with proceeds of a reasonably
         contemporaneous sale of other stock junior to the Class B Preferred
         Stock at the time outstanding, or (iii) payments in cash in lieu of
         fractional shares upon the conversions of any convertible stock junior
         to the Class A Preferred Stock, nor shall any funds be set aside or
         made available for any sinking fund for the purchase or redemption of
         any stock junior to the Class B Preferred Stock, unless

                          (i) there shall be no arrearages in dividends on
                 Class B Preferred Stock for any past quarterly dividend
                 period, and dividends in full for the current dividend period
                 shall have been paid or declared on all of the Class B
                 Preferred Stock (cumulative and non-cumulative); and

                                       34



<PAGE>   35



                          (ii) the Corporation shall have paid or set aside all
                 amounts, if any, then or theretofore required to be paid or
                 set aside for all sinking funds, if any, for the Class B
                 Preferred Stock of any series; and

                          (iii) the Corporation shall not be in default on any
                 of its obligations to redeem any of the Class B Preferred
                 Stock.

                 (d) Subject to the foregoing provisions and not otherwise,
         such dividends (payable in cash, property or stock junior to the Class
         B Preferred Stock) as may be determined by the Board of Directors of
         the Corporation may be declared and paid on the shares of any stock
         junior to the Class B Preferred Stock from time to time, and in the
         event of the declaration and payment of any such dividends, the
         holders of shares of such junior stock shall be entitled, to the
         exclusion of holders of shares of Class B Preferred Stock, to share
         ratably therein according to their respective interests.

                 (e) Dividends in full shall not be declared or paid or set
         apart for payment on any series of Class B Preferred Stock, unless
         there shall be no arrearages in dividends on any Class B Preferred
         Stock for any past quarterly dividend period and dividends in full for
         the current quarterly dividend period shall have been paid or declared
         on all Class B Preferred Stock to the extent that such dividends are
         cumulative and any dividends paid or declared when dividends

                                       35


<PAGE>   36



         are not so paid or declared in full shall be shared ratably by the
         holders of shares of all series of Class B Preferred Stock in
         proportion to such respective arrearages and unpaid and undeclared
         current quarterly dividends.

                 (f) Dividends shall not be declared or paid or set apart for
         payment on any series of Class B Preferred Stock, unless there shall
         be no arrearages in dividends on any series of Class A Preferred Stock
         entitled to cumulative dividends for any past quarterly dividend
         period and dividends in full for the current dividend period shall
         have been paid or declared or set apart for payment on all Class A
         Preferred Stock.

         3. Liquidation rights.

                 (a) In the event of any liquidation, dissolution or winding up
         of the Corporation, whether voluntary or involuntary, the holders of
         shares of Class B Preferred Stock of each series shall be entitled to
         receive, subject to the prior rights of the holders of shares of Class
         A Preferred Stock set forth in paragraph 3 of Subdivision A of Section
         4, the full preferential amount fixed by these Articles of
         Incorporation or any amendment thereto, or by the resolutions of the
         Board of Directors of the Corporation providing for the issue of such
         series, including any arrearages in dividends thereon to the date
         fixed for the payment in liquidation, before any distribution shall be
         made to the holders of shares of any stock junior to the Class B
         Preferred Stock. After such payment in full to the holders of shares
         of the Class B

                                       36


<PAGE>   37



         Preferred Stock, the remaining assets of the Corporation shall then be
         distributable exclusively among the holders of shares of any stock
         junior to the Class B Preferred Stock, according to their respective
         interests.

                 (b) If the assets of the Corporation are insufficient to
         permit the payment of the full preferential amounts payable to the
         holders of shares of Class B Preferred Stock of the respective series
         in the event of a liquidation, dissolution or winding up, then the
         assets available for distribution to holders of shares of Class B
         Preferred Stock shall be distributed ratably to such holders in
         proportion to the full preferential amounts payable on the respective
         shares.

                 (c) A consolidation or merger of the Corporation with or into
         one or more other corporations or a sale of all or substantially all
         of the assets of the Corporation shall not be deemed to be a
         liquidation, dissolution or winding up, voluntary or involuntary, of
         the Corporation.

         4. Redemption.

                 (a) The Corporation may, at the option of the Board of
         Directors, redeem the whole or any part of the Class B Preferred
         Stock, or of any series thereof, at any time or from time to time
         within the period during which such stock is, according to the
         resolutions of the Board of Directors of the Corporation providing for
         the issue thereof, redeemable at the option of the Board of Directors
         of the Corporation, by paying such redemption price thereof, as shall
         have been fixed

                                       37


<PAGE>   38




         by these Articles of Incorporation or any amendment thereto or by the
         resolutions of the Board of Directors of the Corporation providing for
         the issue of the Class B Preferred Stock to be redeemed, including an
         amount in the case of each share so to be redeemed equal to any
         arrearages in dividends thereon to the date fixed for redemption (the
         total amount so to be paid being hereinafter referred to as the
         "redemption price").

                 (b) Unless expressly provided otherwise in the resolutions of
         the Board of Directors of the Corporation providing for the issue of
         the Class B Preferred Stock to be redeemed, (i) notice of each such
         redemption shall be mailed not less than thirty days nor more than
         ninety days prior to the date fixed for redemption to each holder of
         record of shares of the Class B Preferred Stock to be redeemed, at his
         address as the same may appear on the books of the Corporation, and
         (ii) in case of a redemption of a part only of any series of the Class
         B Preferred Stock, the shares of such series to be redeemed shall be
         selected pro rata or by lot or in such other equitable manner as the
         Board of Directors of the Corporation may determine. The Board of
         Directors of the Corporation shall have full power and authority,
         subject to the limitations and provisions contained in these Articles
         of Incorporation or any amendment thereto or in the resolutions of the
         Board of Directors of the Corporation providing for the issue of the
         Class B Preferred Stock to be redeemed, to prescribe the manner in
         which and the

                                       38


<PAGE>   39



         terms and conditions upon which the Class B Preferred Stock may be
         redeemed from time to time.

                 (c) If any such notice of redemption shall have been duly
         given, then on and after the date fixed in such notice of redemption
         (unless default shall be made by the Corporation in the payment or
         deposit of the redemption price pursuant to such notice) all
         arrearages in dividends, if any, on the shares of Class B Preferred
         Stock so called for redemption shall cease to accumulate, and on such
         date all rights of the holders of shares of the Class B Preferred
         Stock so called for redemption shall cease and terminate except the
         right to receive the redemption price upon surrender of their
         certificates for redemption and such rights, if any, of conversion or
         exchange as may exist with respect to such Class B Preferred Stock
         under the provisions of these Articles of Incorporation or any
         amendment thereto or in the resolutions of the Board of Directors of
         the Corporation providing for the issue of such Class B Preferred
         Stock.

                 (d) If, before the redemption date specified in any notice of
         the redemption of any Class B Preferred Stock, the Corporation shall
         deposit the redemption price with a bank or trust company in the
         continental United States, having a capital and surplus of at least
         $5,000,000 according to its last published statement of condition, in
         trust for payment on the redemption date to holders of shares of Class
         B Preferred Stock to be redeemed, from and after the date of such
         deposit

                                       39


<PAGE>   40



         all rights of the holders of shares of Class B Preferred Stock so
         called for redemption shall cease and terminate except the right to
         receive the redemption price upon surrender of their certificates for
         redemption and such rights, if any, of conversion or exchange as may
         exist with respect to such Class B Preferred Stock under the
         provisions of these Articles of Incorporation or any amendment thereto
         or in the resolutions of the Board of Directors of the Corporation
         providing for the issue of such Class B Preferred Stock. Any funds so
         deposited which are not required for such redemption because of the
         exercise of any such right of conversion or exchange subsequent to the
         date of such deposit shall be returned to the Corporation forthwith.
         The Corporation shall be entitled to receive from the depositary, from
         time to time, the interest, if any, allowed on such funds deposited
         with it, and the holders of the shares so redeemed shall have no claim
         to any interest. Any funds so deposited and remain unclaimed at the
         end of six years from the redemption date shall, if thereafter
         requested by the Board of Directors of the Corporation, be repaid to
         the Corporation.

                 (e) Shares of Class B Preferred Stock of any series may also
         be subject to redemption, in the manner hereinabove prescribed under
         this paragraph 4 of Subdivision B of Section 4, through operation of
         any sinking fund created therefor, at the redemption prices and under
         the terms and provisions contained in the resolutions of the Board of
         Directors of the

                                       40


<PAGE>   41

         Corporation providing for the issue of such series.

                 (f) The Corporation shall not be required to register a
         transfer of any share of Class B Preferred Stock (i) within fifteen
         days preceding a selection for redemption of shares of the series of
         Class B Preferred Stock of which such share is a part or (ii) which
         has been selected for redemption.

                 (g) During the continuance of any arrearages in dividends for
         any past quarterly dividend period or a failure in fulfillment of any
         sinking fund or redemption obligation on any series of Class B
         Preferred Stock, the Corporation shall not purchase or redeem less
         than all of the shares of Class B Preferred Stock or of any other
         stock ranking on a parity with the Class B Preferred Stock as to
         dividends and upon liquidation, nor permit any subsidiary to do so
         without the consent given in writing or affirmative vote given in
         person or by proxy at a meeting called for the purpose, by the holders
         of at least fifty per cent (50%) of all the shares of Class B
         Preferred Stock then outstanding; provided that (i) to meet the
         requirements of any purchase, retirement or sinking fund provisions
         with respect to any series, the Corporation may use shares of such
         series acquired by it prior to such arrearages in dividends or failure
         of payment and then held by it as treasury stock, valued at the
         redemption price, and (ii) the Corporation may complete the purchase
         or redemption of shares of Class B Preferred Stock or any other stock
         ranking on a parity with the Class B Preferred Stock as to dividends

                                       41


<PAGE>   42




         and upon liquidation for which a purchase contract was entered into
         for any purchase, retirement or sinking fund purposes, or the notice
         of redemption of which was initially mailed, prior to such arrearages
         in dividends or failure of payment.

                 (h) If any obligation to retire shares of Class B Preferred
         Stock is not paid in full on all series as to which such obligation
         exists, the number of shares of each such series to be retired
         pursuant to any such obligation shall be in proportion to the
         respective amounts which would be payable

                                       42


<PAGE>   43



         if all amounts payable for the retirement of such series were
         discharged in full.

         5. Restrictions on certain actions affecting Class B Preferred Stock.
The Corporation will not, without the consent given in writing or affirmative
vote given in person or by proxy at a meeting held for the purpose,

                 (a)  by the holders of at least fifty per cent (50%) of the
         shares of Class B Preferred Stock then outstanding,

                         (i) amend, alter or repeal any of the provisions of
                 these Articles of Incorporation, or any amendment thereto, or
                 By-laws of the Corporation, so as to affect adversely the
                 voting powers, rights or preferences of the holders of shares
                 of Class B Preferred Stock or reduce the time for any notice
                 to which the holders of shares of Class B Preferred Stock may
                 be entitled; provided, however, that the amendment of the
                 provisions of these Articles of Incorporation, as amended, so
                 as to increase the authorized amount of Common Stock, Class B
                 Preferred Stock, any other class of stock junior to the Class
                 B Preferred Stock, any stock of any class ranking on a parity
                 with the Class B Preferred Stock or the Class A Preferred
                 Stock shall not be deemed to affect adversely the powers,
                 rights or preferences of the holder of shares of Class B
                 Preferred Stock;

                         (ii)    create any other class or classes of stock
                 or any security convertible into, or exchangeable for or

                                       43


<PAGE>   44



                 evidencing the right to purchase any stock of a class ranking
                 on a parity with the Class B Preferred Stock, either as to
                 dividends or upon liquidation;

                          (iii) create any class or classes of stock ranking
                 prior to the Class B Preferred Stock; or (iv) merge or
                 consolidate with or into any other corporation, unless the
                 corporation resulting from such merger or consolidation will
                 have after such merger or consolidation no class of stock
                 either authorized or outstanding ranking prior to the Class B
                 Preferred Stock, and no securities either authorized or
                 outstanding which are convertible into or exchangeable for
                 stock ranking prior to the Class B Preferred Stock except the
                 same number of shares of prior stock and the same amount of
                 such convertible securities with the same rights and
                 preferences as the prior stock and such convertible securities
                 of the Corporation, respectively, authorized and outstanding
                 immediately preceding such merger or consolidation, and unless
                 each holder of shares of Class B Preferred Stock immediately
                 preceding such a merger or consolidation shall receive the
                 same number of shares, with substantially the same rights and
                 preferences, of the resulting corporation;

         provided, however, that no such consent of the holders of shares of
         Class B Preferred Stock then outstanding shall be required if, at or
         prior to the taking effect of the event

                                       44


<PAGE>   45



         which would otherwise require such consent, provision shall be made
         for the redemption of all shares of Class B Preferred Stock.

                 (b) by the holders of at least fifty per cent (50%) of the
         shares of any series of Class B Preferred Stock then outstanding,
         amend, alter or repeal any of the provisions of these Articles of
         Incorporation or any amendment thereto or of the resolutions of the
         Board of Directors of the Corporation providing for the issue of such
         series so as to affect adversely the powers, preferences or rights of
         the holders of shares of Class B Preferred Stock of such series;
         provided, however, that no such consent of the holders of shares of
         any series of Class B Preferred Stock shall be required if, at or
         prior to the taking effect of the event which would otherwise require
         such consent, provision shall have been made for the redemption of all
         shares of such series.

         6. Status of Class B Preferred Stock purchased, redeemed or converted.
Shares of Class B Preferred Stock purchased, redeemed or converted into or
exchanged for shares of any other class or series shall be deemed to be
authorized but unissued shares of Class B Preferred Stock undesignated as to
series.

         7. Voting Rights. On all matters upon which the holders of shares of
Common Stock of the Corporation are entitled to vote, unless otherwise provided
in these Articles of Incorporation or any amendment thereto or the resolutions
of the Board of Directors providing for the issuance of shares of one or more
series of Class

                                       45



<PAGE>   46


B Preferred Stock, each holder of shares of Class B Preferred Stock shall have
the right to vote upon a share-for-share basis with the holders of shares of
Common Stock.

         8. Election of Directors by holders of shares of Class B Preferred
Stock in event of Nondeclaration of Dividends.

                 (a) The provisions of this paragraph 8 of Subdivision B of
         Section 4 shall apply only to those series of Class B Preferred Stock
         to which such provisions are expressly made applicable by these
         Articles of Incorporation or any amendment thereto or resolutions of
         the Board of Directors of the Corporation providing for the issue of
         such series (hereinafter referred to as the applicable Class B
         Preferred Stock), subject to the rights of the holders of Class A
         Preferred Stock.

                 (b) If 30 days prior to the date of any annual meeting of the
         stockholders, holders of shares of Class A Preferred Stock are not
         entitled to exclusive and special voting rights in the election of
         directors pursuant to paragraph 8 of Subdivision A of Section 4 and
         declarations of dividends (including non-cumulative dividends) on the
         shares of any series of applicable Class B Preferred Stock shall be
         omitted (i) in an aggregate amount equal to 3 (but less than 6) full
         quarterly dividends, the number of authorized directorships shall be
         increased by six, if twelve directorships are authorized immediately
         prior to such meeting, or by the number of full directorships which
         will represent at least one-third

                                       46


<PAGE>   47



         of the total number of directorships giving effect to the increase
         (but no more) if other than twelve directorships are authorized
         immediately prior to such meeting, and the holders of shares of
         applicable Class B Preferred Stock shall have the exclusive and
         special right, voting separately as a class and without regard to
         series, to elect at such annual meeting of stockholders or special
         meeting held in place thereof, directors to fill such vacancies so
         created, which directors shall not be included in the classes created
         by Article Fifth or (ii) in an aggregate amount equal to 6 full
         quarterly dividends, the number of authorized directorships shall be
         increased by the number of authorized directorships in existence
         immediately prior to such meeting plus one additional directorship,
         and the holders of shares of applicable Class B Preferred Stock shall
         have the exclusive and special right, voting separately as a class and
         without regard to series, to elect at such annual meeting of
         stockholders or special meeting held in place thereof, directors to
         fill such vacancies so created, which directors shall not be included
         in the classes created by Article Fifth, in each case until four
         consecutive quarterly dividends shall have been paid on or declared
         and set apart for payment on the shares of such series, if the shares
         of such series are non-cumulative, or until all arrearages in
         dividends and dividends in full for the current quarterly period shall
         have been paid on or declared and set apart for payment on the shares
         of such

                                       47


<PAGE>   48



         series, if the shares of such series are cumulative whereupon all
         voting rights as a class of the holders of shares of applicable Class
         B Preferred Stock provided for under this paragraph 8 Subdivision B of
         Section 4 shall be divested from the holders of shares of applicable
         Class B Preferred Stock (subject, however, to being at any time or
         from time to time similarly revived if declarations of dividends for
         subsequent quarterly periods shall be omitted).

                 (c) At any meeting at which the holders of shares of
         applicable Class B Preferred Stock shall be entitled to vote as a
         class for the election of such directors as above provided, the
         holders of a majority of the shares of applicable Class B Preferred
         Stock then outstanding present in person or by proxy shall constitute
         a quorum for the election of such directors and for no other purpose,
         and the vote of the holders of a majority of the shares of applicable
         Class B Preferred Stock so present at any such meeting at which there
         shall be such a quorum shall be sufficient to elect such directors.
         The persons so elected as directors by the holders of shares of
         applicable Class B Preferred Stock shall hold office until (i) their
         successors shall have been elected by such holders or (ii) until the
         annual meeting next following the divestiture of the right of the
         holders of shares of applicable Class B Preferred Stock to vote as a
         class in the election of directors as provided in subparagraph (b) of
         this paragraph 8 of Subdivision B of Section 4. If a vacancy

                                       48

<PAGE>   49




         occurs in a directorship elected by the holders of shares of
         applicable Class B Preferred Stock voting as a class, a successor may
         be appointed by the remaining director or directors so elected by the
         holders of shares of applicable Class B Preferred Stock. Directors
         elected pursuant to this paragraph 8 of Subdivision B of Section 4
         shall not be removed otherwise than as provided in Article Fifth.

                 (d) At any such meeting or any adjournment thereof, (i) the
         absence of a quorum of the holders of shares of applicable Class B
         Preferred Stock shall not prevent the election of the directors other
         than those to be elected by holders of shares of applicable Class B
         Preferred Stock voting as a class, and the absence of a quorum of
         holders of the shares entitled to vote for directors other than those
         to be elected by the holders of shares of applicable Class B Preferred
         Stock voting as a class shall not prevent the election of the
         directors to be elected by the holders of shares of applicable Class B
         Preferred Stock voting as a class, and (ii) in the absence of a quorum
         of the holders of shares of applicable Class B Preferred Stock, the
         holders of a majority of the shares of applicable Class B Preferred
         Stock present in person or by proxy shall have power to adjourn from
         time to time the meeting for the election of the directors which they
         are entitled to elect voting as a class, without notice other than
         announcement at the meeting until a quorum shall be present.

                                       49



<PAGE>   50


C. COMMON STOCK

         1. Dividends rights. Subject to provisions of law and the preferences
of the Class A Preferred Stock and the Class B Preferred Stock, the holders of
shares of the Common Stock of the Corporation shall be entitled to receive
dividends at such time and in such amounts as may be determined by the Board of
Directors of the Corporation.

         2. Voting rights. The holders of shares of the Common Stock of the
Corporation shall have one vote for each share on each matter submitted to a
vote of the stockholders of the Corporation.

         3. Liquidation rights. In the event of any liquidation, dissolution or
winding up of the Corporation, whether voluntary or involuntary, after payment
or provision for payment of the debts and other liabilities of the Corporation
and the preferential amounts to which the holders of shares of Class A
Preferred Stock and Class B Preferred Stock shall be entitled, the holders of
shares of the Common Stock shall be entitled to share ratably in the remaining
assets of the Corporation.

 D. GENERAL PROVISIONS

         1. Authority to authorize additional shares. The authorized number of
shares of the Common Stock, Class A Preferred Stock and Class B Preferred Stock
of the Corporation may be increased at any time and from time to time upon
affirmative vote of the holders of a majority of all the shares of stock of the
Corporation at the time outstanding.

                                       50



<PAGE>   51



         2. Authority for issuance of shares. The Board of Directors of the
Corporation shall have authority to authorize the issuance, from time to time
without any vote or other action by the holders of shares of stock of the
Corporation, of shares of Common Stock, Class A Preferred Stock and Class B
Preferred Stock and any authorized shares of Common Stock into which such
shares of stock are convertible to such persons and for such consideration and
on such terms as the Board of Directors of the Corporation from time to time in
its discretion lawfully may determine. Shares of Common Stock, Class A
Preferred Stock and Class B Preferred Stock so issued, for which the
consideration has been paid to the Corporation, shall be full paid stock, and
the holders of shares of such stock shall not be liable to any further call or
assessments thereon. Authorized shares of Common Stock issued upon the
conversion of any other stock of the Corporation shall be full paid stock, and
the holders of such stock shall not be liable to any further call or
assessments thereon.

         3. Abandonment of dividends and distributions. Anything herein
contained to the contrary notwithstanding any and all right, title, interest,
and claim in or to any dividends declared, or other distributions made, by the
Corporation, whether in cash, stock or otherwise, on the Stock of the
Corporation which are unclaimed by the stockholder entitled thereto for a
period of six years after the close of business on the payment date, shall be
and be deemed to be extinguished and abandoned; and such unclaimed dividends or
other distributions in the possession of the

                                       51


<PAGE>   52



Corporation, its transfer agents or other agents or depositaries, shall at such
time become the absolute property of the Corporation free and clear of any and
all claims of any persons whatsoever.

         4. No stockholder of this Corporation and no holder of any other
security issued by this Corporation shall, by reason of his holding any of its
shares of stock or other securities have any preemptive or preferential right
to purchase or subscribe for any shares of stock of this Corporation, now or
hereafter to be authorized, or any notes, debentures, bonds or other securities
convertible into or carrying options or warrants to purchase any of its shares
of stock now or hereafter to be authorized, whether or not the issuance of any
such shares, or such notes, debentures, bonds or other securities would
adversely affect the dividend, voting or other rights of such stockholder or
other security holders, other than such rights, if any, as the Board of
Directors, in its discretion from time to time may grant, and at such price as
the Board of Directors in its discretion may fix and the Board of Directors may
issue shares of stock of this Corporation, or any notes, debentures, bonds, or
other securities convertible into or carrying options or warrants to purchase
any of its shares of stock without offering any such shares, either in whole or
in part, to existing stockholders of the Corporation.

                                    SEVENTH

                                   SECTION 1

         For the purposes of this Article Seventh: (i) the term "Person" shall
include any individual, corporation, partnership,

                                       52


<PAGE>   53



trust, unincorporated organization or other entity, any syndicate or group or
any two or more of the foregoing that have any agreement or understanding (or,
with or without an agreement or understanding, act in concert) with respect to
acquiring, holding, voting or disposing of securities of the Corporation, and
shall include also any "affiliate" or "associate" (as those terms are defined
in Rule 12b-2 of the General Rules and Regulations under the Securities
Exchange Act of 1934 as in effect on January 1, 1975) of any Person: (ii) any
Person shall be deemed to be the beneficial owner of any securities of the
Corporation which such Person has the right to acquire pursuant to any
agreement, or upon exercise of conversion rights, warrants or options, or
otherwise; (iii) the term "Substantial Part" shall mean any assets having a
then fair market value, in the aggregate, of more than $5,000,000; (iv) the
term "Subsidiary" shall mean any corporation in which the Corporation owns,
directly or indirectly, more than 50% of the voting securities; (v) the term
"Substantial Amount" shall mean any securities of the Corporation having a then
fair market value of more than $5,000,000; (vi) the outstanding securities of
any class of the Corporation shall include securities deemed owned through
application of the preceding clauses of this Section 2 of this Article Seventh,
but shall not include any other securities which may be issuable pursuant to
any agreement or upon exercise of conversion rights, warrants or options, or
otherwise; and (vii) a "Required Vote" shall mean the affirmative vote of at
least the holders of two-thirds (2/3) of all of the securities of the

                                       53


<PAGE>   54



Corporation then entitled to vote at a meeting of stockholders, considered for
the purposes of this Article Seventh as one class.

                                   SECTION 2

         Except as set forth in Section 4 of this Article Seventh, a Required
Vote shall be necessary (i) for the adoption of any agreement for the merger or
consolidation of the Corporation with or into any other Person, or (ii) to
authorize any sale, lease, exchange, mortgage, pledge or other disposition of
all, or substantially all, or any Substantial Part of the assets of the
Corporation or any Subsidiary to any other Person, or (iii) to authorize the
issuance or transfer by the Corporation of any Substantial Amount of securities
of the Corporation in exchange for the securities or assets of any other
Person, if, in any such case, as of the record date for the determination of
security holders entitled to notice thereof and to vote thereon, such other
Person is the beneficial owner, directly or indirectly, of more than 5% of the
outstanding securities of the Corporation then entitled to vote at a meeting of
stockholders, considered for the purposes of this Article Seventh as one class.
The Required Vote shall be in lieu of any lesser vote of the holders of the
voting securities of the Corporation voting as one class otherwise required by
law or by agreement, but shall be in addition to any class vote or other vote
otherwise required by law, these Articles of Incorporation or by any agreement
or contract to which the Corporation is a party.

                                   SECTION 3

         The Board of Directors of the Corporation shall have the power

                                       54


<PAGE>   55

and duty to determine for the purposes of this Article Seventh, on the basis of
information known to the Corporation, whether this Article Seventh applies to
any transaction, including but not limited to whether (i) such transaction
involves a Substantial Part of the assets of the Corporation and its
subsidiaries, (ii) one or more Persons are to be deemed to be a single Person,
(iii) a Person is an "affiliate" or "associate" (as defined above) of another,
(iv) any Person beneficially owns more than 5% of the outstanding securities of
the Corporation then entitled to vote at a meeting of stockholders, (v) a Person
has an agreement or understanding, or is acting in concert, with respect to
acquiring, holding, voting or disposing of securities of the Corporation, and
(vi) the memorandum of understanding referred to in Section 4 of this Article
Seventh is substantially consistent with the transaction covered thereby.
Determinations of the Board of Directors of the Corporation shall be conclusive
and binding for all purposes of this Article Seventh.

                                       55


<PAGE>   56



                                   SECTION 4

         The provisions of this Article Seventh shall not be applicable to (i)
any agreement or transaction referred to in Section 2 of this Article Seventh,
if the Board of Directors of the Corporation shall by resolution have approved
a memorandum of understanding with the other Person who is a party to such
agreement or transaction with respect to, and substantially consistent with,
such transaction and such resolution shall have been approved either (A) prior
to the time that such Person shall have become a holder of more than 5% of the
outstanding securities of the Corporation then entitled to vote at a meeting of
stockholders, or (B) by sufficient members of the Board of Directors who were
directors prior to the time that such Person shall have become a holder of more
than 5% of the outstanding securities of the Corporation then entitled to vote
at a meeting of stockholders, to constitute a majority of the total number of
directorships (including vacant directorships), or (ii) any merger or
consolidation of the Corporation with or into any Person, or any sale, lease or
exchange of any of the assets of any Person to the Corporation or any
subsidiary thereof if a majority of the outstanding shares of all classes of
stock then entitled to vote at

                                       56



<PAGE>   57


a meeting of stockholders of such Person is owned by the Corporation and its
Subsidiaries.

                                     EIGHTH

         The power to make, alter or repeal the By-laws of the Corporation
shall be vested exclusively in the Board of Directors of the Corporation.

                                     NINTH

                                   SECTION 1

         The Corporation shall indemnify any person who was or is a party, or
is threatened to be made a party, to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, other than an action by or in the right of the Corporation, by
reason of the fact that he is or was a director or officer of the Corporation,
or, while a director or officer of the Corporation, is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses, judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding,
including attorneys' fees, if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation; and, with respect to any criminal action or proceeding, had no
reasonable cause to believe that his conduct was unlawful. The termination of
any action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo

                                       57


<PAGE>   58



contendere or its equivalent, shall not, of itself, create a presumption that
the person did not act in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the Corporation, and,
with respect to any criminal action or proceeding, had reasonable cause to
believe, that his conduct was unlawful.

                                   SECTION 2

         The Corporation shall indemnify any person who was or is a party, or
is threatened to be made a party, to any threatened, pending or completed
action or suit by or in the right of the Corporation to procure a judgment in
its favor by reason of the fact that he is or was a director or officer of the
Corporation, or, while a director or officer of the Corporation, is or was
serving at the request of the Corporation as a director or officer of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses actually and reasonably incurred by him in connection with the defense
or settlement of such action or suit including attorneys' fees if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Corporation and except that no indemnification shall
be made in respect of any claim, issue or matter as to which such person shall
have been adjudged to be liable to the Corporation unless and only to the
extent that the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably

                                       58


<PAGE>   59


entitled to indemnity for such expenses which the court shall deem proper.

                                   SECTION 3

         The Board of Directors of the Corporation shall have the power, in its
discretion, to cause the Corporation to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending, or
completed action, suit, or proceeding referred to in Sections 1 or 2 of this
Article Ninth by reason of the fact that (although not a director or officer of
the Corporation) he is or was an employee or agent of the Corporation, or is or
was serving at the request of the Corporation as a director, officer, employee,
or agent of another corporation, partnership, joint venture, trust, or other
enterprise to the extent that any such person would have been entitled to be
indemnified under Sections 1 and 2 had he at all times been a director or
officer of the Corporation.

                                   SECTION 4

         To the extent that a person who is or was a director or officer of the
Corporation, or, while a director or officer of the Corporation, of any other
corporation, partnership, joint venture, trust or other enterprise with which
he is or was serving in such capacity at the request of the Corporation, has
been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in Sections 1 and 2 of this Article, or in defense of
any claim, issue or matter therein, he shall be indemnified against expenses
actually and reasonably incurred by

                                       59


<PAGE>   60

him in connection therewith, including attorneys' fees.

                                   SECTION 5

         Any indemnification under Sections 1, 2 or 3 of this Article Ninth,
unless ordered by a court, shall be made by the Corporation only as authorized
in the specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met
the applicable standard of conduct set forth in Sections 1 or 2. Such
determination shall be made (i) by the Board of Directors by a majority vote of
a quorum consisting of directors who were not parties to such action, suit or
proceeding, or (ii) if such a quorum is not obtainable, or even if obtainable,
a quorum of disinterested directors so directs, by independent legal counsel in
a written opinion, or (iii) by the stockholders.

                                   SECTION 6

         Expenses incurred by a director or officer in defending a civil,
criminal, administrative or investigative action, suit or proceeding, or threat
thereof, may be paid by the Corporation in advance of the final disposition of
such action, suit or proceeding upon receipt of an undertaking by or on behalf
of the director or officer to repay such amount if it shall ultimately be
determined that he shall not be entitled to be indemnified by the Corporation
as authorized by this Article Ninth. Such expenses incurred by other employees
and agents may be so paid upon such term and condition, if any, as the Board of
Directors deems appropriate.

                                   SECTION 7



                                       60


<PAGE>   61


         The indemnification and advancement of expenses provided by, or
granted pursuant to, the other sections of this Article shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any By-law, agreement, vote of
stockholders or disinterested directors, or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office, and shall continue unless otherwise provided when authorized or
ratified, as to a person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of the heirs, executors, and
administrators of such a person.

                                   SECTION 8

         For purposes of this Article, references to "the corporation" shall
include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power and
authority to indemnify its directors, officers and employees or agents, so that
any person who is or was a director, officer, employee or agent of such
constituent corporation, or is or was serving at the request of such
constituent corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, shall stand
in the same position under this Article with respect to the resulting or
surviving corporation as he would have with respect to such constituent
corporation if its separate existence had continued.

                                       61


<PAGE>   62



                                   SECTION 9

         For purposes of this Article, references to "other enterprises" shall
include employee benefit plans; references to "fines" shall include any excise
taxes assessed on a person with respect to any employee benefit plan; and
references to "serving at the request of the Corporation" shall include any
service as a director, officer, employee or agent of the Corporation which
imposes duties on, or involves services by, such director, officer, employee or
agent with respect to an employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a manner such person
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the Corporation" as referred to in this
Article.

                                   SECTION 10

         The Corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of
the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not the Corporation would have the power to indemnify him against
such liability under the provisions of this Article Ninth.

                                       62

<PAGE>   63




                                     TENTH

         Whenever a compromise or arrangement is proposed between this
Corporation and its creditors or any class of them, secured or unsecured, or
between this Corporation and its stockholders, or any class of them, any court,
state or federal, of competent jurisdiction with the state of Kansas may on the
application in a summary way of this Corporation, or of any creditor, secured
or unsecured, or stockholders thereof, or on the application of trustees in
dissolution, or on the application of any receiver or receivers appointed for
this Corporation by any Court, state or federal, of competent jurisdiction,
order a meeting of the creditors or class of creditors, secured or unsecured,
or of the stockholders or class of stockholders of this Corporation, as the
case may be, to be summoned in such manner as said court directs. If a majority
in number representing three-fourths in value of the creditors or class of
creditors, or of the stockholders or class of stockholders of this Corporation,
as the case may be, agree to any compromise or arrangement and to any
reorganization of this Corporation as a consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, or on all the
stockholders or class of stockholders, of this Corporation, as the case may be,
and also on this Corporation.


                                    ELEVENTH

         The Corporation may voluntarily liquidate and dissolve only if


                                       63

<PAGE>   64

the proposed liquidation and dissolution is approved by the affirmative vote of
at least the holders of two-thirds (2/3) of all of the securities of the
Corporation then entitled to vote at a meeting of stockholders, considered for
the purposes of this Article Eleventh as one class.

                                    TWELFTH

         The Corporation reserves the right to amend, alter, change or repeal
any provision contained in these Articles of Incorporation, in any manner now
or hereafter prescribed by statute; provided that no amendment to these
Articles of Incorporation shall amend, alter, change or repeal any of the
provisions of Article Fifth, Article Seventh, Article Eighth, Article Eleventh
or this Article Twelfth; unless the amendment effectuating such amendment,
alteration, change or repeal shall have received the affirmative vote of the
holders of at least two-thirds (2/3) of all the securities of the Corporation
then entitled to vote on such amendment, alteration, change or repeal,
considered as one class. Such two-thirds (2/3) affirmative vote shall be in
addition to any vote of the holders of securities of the Corporation otherwise
required by law, these Articles of Incorporation, or any agreement or contract
to which the Corporation is a party.

                                   THIRTEENTH

                                   SECTION 1

         For the purpose of this Article Thirteenth: (i) the term "Person"
shall include any individual, corporation, partnership, trust, unincorporated
organization or other entity, any syndicate

                                       64


<PAGE>   65



or group of any two or more of the foregoing that have any agreement or
understanding (or, with or without an agreement or understanding, act in
concert) with respect to acquiring, holding, voting or disposing of voting
securities of the Corporation, and shall include also any affiliate or
associate of any Person; (ii) any Person shall be deemed to be the beneficial
owner of any voting securities of the Corporation (a) which such Person
beneficially owns, as determined pursuant to Rule 13d-3 of the General Rules
and Regulations under the Securities Exchange Act of l934 as in effect on
January 1, l985, and (b) which such Person has the right to acquire pursuant to
any agreement or upon exercise of conversion rights, warrants or options, or
otherwise; (iii) the term "Substantial Part" shall mean any assets having a
then fair market value, in the aggregate, of more than $5,000,000; (iv) the
term "Subsidiary" shall mean any corporation in which the Corporation owns,
directly or indirectly, more than 50% of the voting securities; (v) the term
"Substantial Amount" shall mean any voting securities of the Corporation having
a then fair market value of more than $5,000,000; (vi) the outstanding voting
securities of any class of the Corporation shall include voting securities
deemed owned through application of the preceding clauses of this Section 1 of
this Article Thirteenth, but shall not include any other voting securities
which may be issuable pursuant to any agreement, or upon exercise of conversion
rights, warrants or options, or otherwise; (vii) the term "Related Person"
shall mean and include any Person which is the beneficial owner, directly or
indirectly,

                                       65



<PAGE>   66


of 10% or more of the outstanding voting securities of the Corporation
(considered for the purposes of this Article Thirteenth as one class); (viii)
the term "Related Person Director" shall mean and include each director of the
Corporation who is himself or herself a Related Person or an affiliate or
associate of a Related Person or an officer, director, employee or agent of a
Related Person or of an affiliate or associate of a Related Person; (ix) the
term "Interested Related Person" shall mean and include a Related Person that
is a party to, or is an affiliate or associate of a party to, or will
experience an increase in its proportionate interest in the outstanding voting
securities of any class of the Corporation as a result of, an agreement,
authorization or transaction referred to in Section 2 of this Article
Thirteenth; (x) the term "Required Vote" shall mean the affirmative vote or
consent of the holders of 80% of the outstanding voting securities of all
classes of the Corporation entitled to vote in elections of directors
(considered for the purposes of this Article Thirteenth as one class); (xi) the
terms "affiliate" and "associate" shall have the meanings ascribed to them in
Rule 12b-2 of the General Rules and Regulations under the Securities Exchange
Act of 1934 as in effect on January 1, 1985; and (xii) the term "Fair Market
Price" of any voting security of any class shall mean the highest sale price
reported during the 30-day period immediately preceding the date in question of
such security (a) on the Composite Tape of the New York Stock Exchange-Listed
Stocks, or (b) if such voting security is not quoted on such Composite Tape, on
the New York

                                       66


<PAGE>   67



Stock Exchange, or (c) if such voting security is not listed on such Exchange,
on the principal United States securities exchange registered under the
Securities Exchange Act of 1934 on which such voting security is listed, or (d)
if such voting security is not listed on any such exchange, the highest asked
quotation for such voting security reported during the 30-day period preceding
the date in question on the National Association of Securities Dealers, Inc.
Automated Quotations Systems or any system then in use. If no such quotations
are available, the "Fair Market Price" of any voting security of any class
shall mean the fair value on the date in question of such voting security as
determined by a majority of the directors who are not Related Person Directors.

                                   SECTION 2

         Except as set forth in Section 4 of this Article Thirteenth, a
Required Vote shall be necessary (i) for the adoption of any agreement for the
merger or consolidation of the Corporation or any of its subsidiaries with or
into any Related Person; or (ii) to authorize any sale, lease, exchange,
mortgage, pledge, transfer or other disposition of all, or substantially all,
or any Substantial Part of the assets of the Corporation or of any Subsidiary
to any Related Person; or (iii) to authorize the issuance or transfer by the
Corporation and its subsidiaries of any Substantial Amount of voting securities
of the Corporation in exchange for the securities or assets of any Related
Person; or (iv) to authorize any recapitalization of the Corporation or any
Subsidiary, or merger or consolidation of the Corporation with any Subsidiary,
which has the

                                       67



<PAGE>   68


effect, directly or indirectly, of increasing the proportionate interest of any
Related Person in the outstanding voting securities of any class of the
Corporation or any Subsidiary. The Required Vote shall be in lieu of any lesser
vote of the holders of the voting securities of the Corporation voting as one
class otherwise required by law or by agreement, but shall be in addition to
any class vote or other vote otherwise required by law, these Articles of
Incorporation or by any agreement or contract to which the Corporation is a
party.

                                   SECTION 3

         The Board of Directors of the Corporation, acting by resolution
adopted by a majority of those members of the Board of Directors who are not
themselves Related Person Directors, shall have the power and duty to determine
for the purposes of this Article Thirteenth on the basis of information known
to the Corporation, whether this Article Thirteenth applies to any transaction,
including but not limited to whether (i) such transaction involves a
Substantial Part of the assets of the Corporation or any Subsidiary, (ii) such
transaction involves a Substantial Amount of the voting securities of the
Corporation, (iii) one or more Persons are to be deemed to be a single Person,
(iv) a Person is an affiliate or associate of another, (v) any Person
beneficially owns more than 10% of the outstanding voting securities of the
Corporation, (vi) any Person has the right to acquire voting securities of the
Corporation, (vii) any Person has any agreement or understanding with respect
to acquiring,

                                       68


<PAGE>   69



holding, voting or disposing of voting securities of the Corporation, (viii)
any Person is acting in concert with any Person, (ix) an amount equals or
exceeds the highest per share price paid or payable by an Interested Related
Person for voting securities of the Corporation or (x) an amount equals or
exceeds the Fair Market Price of the voting securities of the Corporation, (xi)
a form of consideration other than cash is the same form as that used by an
Interested Related Person to acquire the largest number of voting securities of
the Corporation previously acquired by an Interested Related Person, (xii) an
investment banking firm is a major investment banking firm of national
reputation, (xiii) a fee to be paid by investment banking firm is reasonable,
or (xiv) an investment banking firm has been previously associated with an
Interested Related Person within the three years immediately preceding its
selection. Determinations of the Board of Directors

                                       69


<PAGE>   70



of the Corporation shall be conclusive and binding for all purposes of this
Article Thirteenth.

                                   SECTION 4

         The provisions of this Article Thirteenth shall not be applicable to
any agreement or transaction referred to in Section 2 of this Article
Thirteenth if either:

                          (i) such agreement or transaction shall have been
                 approved by a resolution adopted by three-fourths of those
                 members of the Board of Directors of the Corporation holding
                 office at the time such resolution is adopted who are not
                 themselves Related Person Directors; or

                          (ii) all of the following conditions have been met:
                 (a) the aggregate amount of the cash and the fair market value
                 (as determined by the investment banking firm referred to in
                 clause (d) below) of consideration other than cash to be
                 received per voting security in the transaction by holders of
                 voting securities of the Corporation is not less than the
                 higher of (1) the highest price per voting security (including
                 any brokerage commissions, transfer taxes, soliciting dealer's
                 fees, dealer-management compensation and similar expenses)
                 paid or payable by any Interested Related Person in connection
                 with the acquisition of beneficial ownership of any voting
                 securities within the three-year period immediately prior to
                 the record date for the

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                 determination of stockholders of the Corporation entitled to
                 vote on or consent to the transaction, and (2) the Fair Market
                 Price per voting security on such record date; (b) the
                 consideration to be received by holders of voting securities
                 of the Corporation other than any Interested Related Person
                 shall be either in cash or in the form used by any Interested
                 Related Person in connection with the acquisition of the
                 largest number of voting securities of the Corporation
                 previously acquired by any interested Related Person; (c) at
                 the record date for the determination of stockholders of the
                 Corporation entitled to vote on the proposed transaction,
                 there shall be one or more directors of the Corporation who
                 are not Related Person Directors; and (d) a proxy or
                 information statement describing the proposed transaction and
                 complying with the requirements of the Securities Exchange Act
                 of l934 and the rules and regulations thereunder (or any
                 subsequent provisions replacing such Act, rules or
                 regulations) shall be mailed to the holders of outstanding
                 voting securities of the Corporation entitled to vote in
                 elections of directors as of the record date for the
                 determination of stockholders of the Corporation entitled to
                 vote on such proposed transaction, at least 30 days prior to
                 the consummation of such transaction (whether or not such
                 proxy or information statement is required to be mailed
                 pursuant

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<PAGE>   72

                 to such Act or subsequent provisions), and such proxy or
                 information statement shall contain in a prominent place (1)
                 any recommendations as to the advisability (or inadvisability)
                 of the proposed transaction that those members of the Board of
                 Directors who are not Related Person Directors of the
                 Corporation may choose to state, and (2) if deemed advisable
                 by a majority of the directors of the Corporation who are not
                 Related Person Directors, the opinion of an investment banking
                 firm as to both (A) the fair market value of any consideration
                 other than cash to be received in the proposed transaction by
                 holders of voting securities of the Corporation (as required
                 by clause (a) above), and (B) the fairness (or not) of the
                 terms of the proposed transaction from the point of view of
                 the financial interests of the holders of voting securities of
                 the Corporation other than Interested Related Persons. Such
                 investment banking firm shall be engaged solely on behalf of
                 the holders of voting securities of the Corporation other than
                 Interested Related Person Directors, shall be paid a
                 reasonable fee for its services by the Corporation upon
                 receipt of such opinion and shall be a major investment
                 banking firm of national reputation that has not been
                 associated with any Interested Related Person during the three
                 year period immediately preceding its selection for this
                 purpose.

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                 For purposes of clause (a) above, the term "consideration
                 other than cash to be received" shall include voting
                 securities of the Corporation retained by its stockholders in
                 the event of a transaction in which the Corporation is the
                 surviving corporation.

                                   SECTION 5

         In addition to any other requirements for amendments to these Articles
of Incorporation, no amendment to these Articles of Incorporation shall amend,
alter, change or repeal any of the provisions of this Article Thirteenth unless
the amendment effectuating such amendment, alteration, change or repeal shall
have received the affirmative vote of the holders of 80% of the outstanding
voting securities of all classes of the Corporation entitled to vote in
elections of directors (considered for the purposes of this Article Thirteenth
as one class), provided that this Section 5 of Article Thirteenth shall not
apply to any amendment to these Articles of Incorporation approved by a
resolution adopted by three-fourths (3/4) of those members of the Board of
Directors of the Corporation holding office at the time such resolution is
adopted who are not themselves Related Person Directors.

                                   FOURTEENTH

         A director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Corporation or

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its stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under the
provisions of K.S.A. 17-6424 and amendments thereto, or (iv) for any
transaction from which the director derived any improper personal benefit. If
the Kansas General Corporation Code is amended, after approval by the
stockholders of this article, to authorize corporate action further eliminating
or limiting the personal liability of directors, then the liability of a
director of the Corporation shall be eliminated or limited to the fullest
extent permitted by the Kansas General Corporation Code, as so amended.

         Any repeal or modification of the foregoing paragraph by the
stockholders of the Corporation shall not adversely affect any right or
protection of a director of the Corporation existing at the time of such repeal
or modification.

                                   FIFTEENTH

         In the election of directors of the Corporation, the principle of
cumulative voting shall not apply. Every shareholder entitled to vote at such
election shall have the right to vote, in person or by proxy, the number of
shares owned by him for as many persons as there are directors to be elected
and for whose election he has a right to vote.

                                  K N ENERGY, INC.

                                  BY: /s/ Larry D. Hall
                                      Larry D. Hall, President

                                  BY: /s/ William S. Garner, Jr.
                                      William S. Garner, Jr., Secretary

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