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                                                                   EXHIBIT 3(a) 

                                                                            LOGO
 
                                    TRW INC.
 
                       Amended Articles of Incorporation
 
                             ---------------------
 
                             EFFECTIVE MAY 5, 1997
 
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                       AMENDED ARTICLES OF INCORPORATION
 
                                       OF
 
                                    TRW INC.
                      ------------------------------------
 
     First: The name of the Corporation shall be TRW Inc.
 
     Second: The principal office of the Corporation shall be located in
Lyndhurst, Cuyahoga County, Ohio.
 
     Third: The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be formed under the General Corporation Law
of the State of Ohio.
 
     Fourth: The number of shares which the Corporation is authorized to have
outstanding is 505,099,536, which shall be classified as follows:
 
     99,536 shares of Serial Preference Stock without par value (hereinafter
called "Serial Preference Stock");
 
     5,000,000 shares of Serial Preference Stock II without par value
(hereinafter called "Serial Preference Stock II"); and
 
     500,000,000 shares of Common Stock of the par value of $0.625 each
(hereinafter called "Common Stock").
 
     The shares of such classes of stock shall have the following express terms:
 
                                     DIVISION A
                     Express Terms of Cumulative Preferred Stock
 
          [All outstanding shares of the Cumulative Preferred Stock were
     redeemed on June 15, 1979. The provisions of this Division A, together with
     other references to the Cumulative Preferred Stock in these Amended
     Articles of Incorporation, were deleted by action of the Directors of the
     Corporation on July 18, 1979.]
 
                                     DIVISION B
                      Express Terms of Serial Preference Stock
 
          SECTION 1.  The Serial Preference Stock may be issued from time to
     time in one or more series. All shares of Serial Preference Stock shall be
     of equal rank and shall be identical, except in respect of the particulars
     that may be fixed and determined by the Board of Directors as hereinafter
     provided, and each share of each series shall be identical in all respects
     with all other shares of such series, except as to the date from which
     dividends are cumulative. All shares of Serial Preference Stock shall also
     be of equal rank and shall be identical with shares of Serial Preference
     Stock II except in respect of (1) the particulars that may be fixed and
     determined by the Board of Directors as hereinafter provided, (2) the
     amount which the holders of Serial Preference Stock of any series are
     entitled to receive in case of involuntary liquidation, dissolution or
     winding up of the affairs of the Corporation, as fixed and determined by
     Section 5(a)(ii) of this Division, and (3) the voting rights and provisions
     for consents relating to Serial Preference Stock, as fixed and determined
     by Section 6 of this Division. Subject to the provisions of Sections 2
     through 8, inclusive, of this Division, which provisions shall apply to all
     Serial Preference Stock, the Board of Directors hereby is empowered to
     cause the same to be issued in one or more series and with respect to each
     such series prior to the issuance thereof to fix and determine:
 
             (a) the designation of the series, which may be by distinguishing
        number, letter or title;
 
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             (b) the number of shares of the series, which number may be
        increased (except where otherwise provided by the Board of Directors in
        creating the series) or decreased (but not below the number of shares
        thereof then outstanding) by like action of the Board of Directors;
 
             (c) the annual dividend rate of the series;
 
             (d) the dates at which dividends, if declared, shall be payable;
 
             (e) the redemption rights and price or prices, if any, for shares
        of the series;
 
             (f) the terms and amount of any sinking fund provided for the
        purchase or redemption of shares of the series;
 
             (g) the amounts payable on shares of the series in the event of any
        voluntary liquidation, dissolution or winding up of the affairs of the
        Corporation;
 
             (h) whether the shares of the series shall be convertible into
        Common Stock, and, if so, the conversion price or prices and the
        adjustments thereof, if any, and all other terms and conditions upon
        which such conversion may be made; and
 
             (i) restrictions (in addition to those set forth in Section 6(b)
        and 6(c) of this Division) on the issuance of shares of the same series
        or of any other class or series.
 
          The Board of Directors is authorized to adopt from time to time
     amendments to the Articles of Incorporation of the Corporation, fixing and
     determining, with respect to each such series, the matters described in
     clauses (a) through (i), inclusive, of this Section 1.
 
          SECTION 2.  The holders of the Serial Preference Stock of each series,
     in preference to the holders of Common Stock and of any other class of
     shares ranking junior to the Serial Preference Stock, shall be entitled to
     receive out of any funds legally available for Serial Preference Stock and
     Serial Preference Stock II and when and as declared by the Board of
     Directors dividends in cash at the rate for such series fixed in accordance
     with the provisions of Section 1 of this Division and no more, payable
     quarterly on the dates fixed for such series. Such dividends shall be
     cumulative, in the case of shares of each particular series, from and after
     the date of issuance thereof. No dividends may be paid upon or declared or
     set apart for any of the Serial Preference Stock for any quarterly dividend
     period unless at the same time (i) a like proportionate dividend for the
     same quarterly dividend period, ratably in proportion to the respective
     annual dividend rates fixed therefor, shall be paid upon or declared or set
     apart for all Serial Preference Stock of all series then issued and
     outstanding and entitled to receive such dividend, and (ii) the dividend
     payable during the same quarterly dividend period upon all Serial
     Preference Stock II of all series then issued and outstanding at the rate
     and upon the date as fixed and determined by the Board of Directors as
     provided in Section 1 of Division C hereof shall be paid upon or declared
     or set apart for all such Serial Preference Stock II entitled to receive
     such dividend.
 
          SECTION 3.  In no event so long as any Serial Preference Stock shall
     be outstanding shall any dividends, except a dividend payable in Common
     Stock or other shares ranking junior to the Serial Preference Stock, be
     paid or declared or any distribution be made except as aforesaid on the
     Common Stock or any other shares ranking junior to the Serial Preference
     Stock, nor shall any Common Stock or any other shares ranking junior to the
     Serial Preference Stock be purchased, retired or otherwise acquired by the
     Corporation (except out of the proceeds of the sale of Common Stock or
     other shares ranking junior to the Serial Preference Stock received by the
     Corporation subsequent to January 1, 1964):
 
             (a) unless all accrued and unpaid dividends on Serial Preference
        Stock, including the full dividends for the current quarterly dividend
        period, shall have been declared and paid or a sum sufficient for
        payment thereof set apart; and
 
             (b) unless there shall be no arrearages with respect to the
        redemption of Serial Preference Stock of any series from any sinking
        fund provided for shares of such series in accordance with the
        provisions of Section 1 of this Division.
 
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          SECTION 4.
 
          (a) Subject to the express terms of each series, the Corporation may
     from time to time redeem all or any part of the Serial Preference Stock of
     any series at the time outstanding (i) at the option of the Board of
     Directors at the applicable redemption price for such series fixed in
     accordance with the provisions of Section 1 of this Division, or (ii) in
     fulfillment of the requirements of any sinking fund provided for shares of
     such series at the applicable sinking fund redemption price fixed in
     accordance with the provisions of Section 1 of this Division, together in
     each case with accrued dividends to the redemption date.
 
          (b) Notice of every such redemption shall be mailed, postage prepaid,
     to the holders of record of the Serial Preference Stock to be redeemed at
     their respective addresses then appearing on the books of the Corporation,
     and shall be published at least once in a newspaper of general circulation
     in the City of New York, New York, not less than thirty (30) days nor more
     than sixty (60) days prior to the date fixed for such redemption. At any
     time before or after notice has been given as above provided, the
     Corporation may deposit the aggregate redemption price of the shares of
     Serial Preference Stock to be redeemed with any bank or trust company in
     the City of Cleveland, Ohio, or the City of New York, New York, having
     capital and surplus of more than Five Million Dollars ($5,000,000), named
     in such notice, directed to be paid to the respective holders of the shares
     of Serial Preference Stock so to be redeemed, in amounts equal to the
     redemption price of all shares of Serial Preference Stock so to be
     redeemed, on surrender of the stock certificate or certificates held by
     such holders, and upon the making of such deposit such holders shall cease
     to be shareholders with respect to such shares, and after such notice shall
     have been given and such deposit shall have been made such holders shall
     have no interest in or claim against the Corporation with respect to such
     shares and shall be entitled only to receive such moneys from such bank or
     trust company without interest. In case less than all of the outstanding
     shares of Serial Preference Stock are to be redeemed, the Corporation shall
     select by lot the shares so to be redeemed in such manner as shall be
     prescribed by its Board of Directors.
 
          If the holders of shares of Serial Preference Stock which shall have
     been called for redemption shall not, within six years after such deposit,
     claim the amount deposited for the redemption thereof, any such bank or
     trust company shall, upon demand, pay over to the Corporation such
     unclaimed amounts and thereupon such bank or trust company and the
     Corporation shall be relieved of all responsibility in respect thereof and
     to such holders.
 
          (c) Any shares of Serial Preference Stock which are redeemed by the
     Corporation pursuant to the provisions of this Section 4 and any shares of
     Serial Preference Stock which are purchased and delivered in satisfaction
     of any sinking fund requirements provided for shares of such series and any
     shares of Serial Preference Stock which are converted in accordance with
     the express terms thereof shall be cancelled and not reissued. Any shares
     of Serial Preference Stock otherwise acquired by the Corporation shall
     resume the status of authorized and unissued shares of Serial Preference
     Stock without serial designation.
 
          SECTION 5.
 
          (a) The holders of the Serial Preference Stock of any series shall, in
     case of liquidation, dissolution or winding up of the affairs of the
     Corporation, be entitled to receive in full out of the assets of the
     Corporation, including its capital, before any amount shall be paid or
     distributed among the holders of the Common Stock or any other shares
     ranking junior to the Serial Preference Stock:
 
             (i) in the event of any voluntary liquidation, dissolution or
        winding up of the affairs of the Corporation, the amounts fixed with
        respect to shares of such series in accordance with Section 1 of this
        Division; or
 
             (ii) in the event of any involuntary liquidation, dissolution or
        winding up of the affairs of the Corporation, $100 per share;
 
     plus in either event an amount equal to all dividends accrued and unpaid
     thereon to the date of payment of the amount due pursuant to such
     liquidation, dissolution or winding up of the affairs of the Corporation.
     In case the net assets of the Corporation legally available therefor are
     insufficient to permit
 
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     the payment upon all outstanding shares of Serial Preference Stock and
     Serial Preference Stock II of the full preferential amount to which they
     are respectively entitled, then such net assets shall be distributed
     ratably to all outstanding shares of Serial Preference Stock and Serial
     Preference Stock II in proportion to the full preferential amount to which
     each such share is entitled.
 
          After payment to holders of Serial Preference Stock of the full
     preferential amounts as aforesaid, holders of Serial Preference Stock, as
     such, shall have no right or claim to any of the remaining assets of the
     Corporation.
 
          (b) The merger or consolidation of the Corporation into or with any
     other corporation, or the merger of any other corporation into it, or the
     sale, lease or conveyance of all or substantially all the property of the
     Corporation, shall not be deemed to be a dissolution, liquidation or
     winding up, voluntary or involuntary, for the purposes of this Section 5.
 
          SECTION 6.
 
          (a) The holders of Serial Preference Stock shall be entitled at all
     times to two votes for each share, and, except as otherwise provided herein
     or required by law, the holders of the Serial Preference Stock, the holders
     of Serial Preference Stock II and the holders of Common Stock of the
     Corporation shall vote together as one class on all matters, subject,
     however, to the special voting rights conferred upon the holders of Serial
     Preference Stock II as hereinafter provided in Section 6 of Division C
     hereof.
 
          If, and so often as, the Corporation shall be in default in the
     payment of the equivalent of six (6) full quarterly dividends on all shares
     of all series of Serial Preference Stock at the time outstanding, whether
     or not earned or declared, the holders of Serial Preference Stock of all
     series, voting separately as a class and in addition to all other rights to
     vote for Directors, shall be entitled to elect as herein provided, three
     (3) members of the Board of Directors of the Corporation; provided,
     however, that the holders of shares of Serial Preference Stock shall not
     have or exercise such special class voting rights except at meetings of the
     shareholders for the election of Directors at which the holders of not less
     than thirty-five per cent (35%) of the outstanding shares of Serial
     Preference Stock of all series then outstanding are present in person or by
     proxy; and provided, further, that the special class voting rights provided
     for herein when the same shall have become vested, shall remain so vested
     until all accrued unpaid dividends on the Serial Preference Stock of all
     series then outstanding shall have been paid, whereupon the holders of the
     Serial Preference Stock shall be divested of their special class voting
     rights in respect of subsequent elections of Directors, subject to the
     revesting of such special class voting rights in the event hereinabove
     specified in this Section.
 
          In the event of default entitling the holders of Serial Preference
     Stock to elect three (3) Directors as above specified, a special meeting of
     the shareholders for the purpose of electing such Directors shall be called
     by the Secretary of the Corporation upon written request of, or may be
     called by, the holders of record of at least ten per cent (10%) of the
     shares of Serial Preference Stock of all series at the time outstanding,
     and notice thereof shall be given in the same manner as that required for
     the annual meeting of shareholders; provided, however, that the Corporation
     shall not be required to call such special meeting if the annual meeting of
     shareholders shall be held within ninety (90) days after the date of
     receipt of the foregoing written request from the holders of Serial
     Preference Stock. At any meeting at which the holders of the Serial
     Preference Stock shall be entitled to elect Directors, the holders of
     thirty-five per cent (35%) of the then outstanding shares of Serial
     Preference Stock of all series, present in person or by proxy, shall be
     sufficient to constitute a quorum, and the vote of the holders of a
     majority of such shares so present at any such meeting at which there shall
     be such a quorum shall be sufficient to elect the members of the Board of
     Directors which the holders of the Serial Preference Stock are entitled to
     elect as hereinabove provided.
 
          (b) The consent of the holders of at least two-thirds of the number of
     shares of Serial Preference Stock at the time outstanding given in person
     or by proxy, either in writing or at a meeting called for the purpose at
     which the holders of the Serial Preference Stock shall vote separately as a
     class, shall be
 
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     necessary to effect any one or more of the following (but so far as the
     holders of Serial Preference Stock are concerned, such action may be
     effected with such consent):
 
             (i) any amendment, alteration or repeal of any of the provisions of
        these Articles of Incorporation, as the same may at any time be amended,
        or of the Regulations of the Corporation which affects adversely the
        voting powers, rights or preferences of the holders of Serial Preference
        Stock or reduces the time for any notice to which the holders of Serial
        Preference Stock may be entitled; provided, however, that, for the
        purpose of this clause (i) only, neither the amendment of these Articles
        of Incorporation, as the same may at any time be amended, so as to
        authorize or create, or to increase the authorized amount of, Serial
        Preference Stock or of any shares of any class ranking on a parity with
        or junior to the Serial Preference Stock, nor the amendment of the
        provisions of the Regulations so as to increase the number of Directors
        of the Corporation, shall be deemed to affect adversely the voting
        powers, rights or preferences of the holders of the Serial Preference
        Stock; and provided further, that if such amendment, alteration or
        repeal affects adversely the rights or preferences of one or more but
        not all series of Serial Preference Stock at the time outstanding, only
        the consent of the holders of at least two-thirds of the number of the
        shares of the series so affected shall be required;
 
             (ii) the authorization or creation of, or the increase in the
        authorized amount of, any shares of any class, or any security
        convertible into shares of any class, ranking prior to the Serial
        Preference Stock; or
 
             (iii) the purchase or redemption (for sinking fund purposes or
        otherwise) of less than all of the Serial Preference Stock then
        outstanding except in accordance with a stock purchase offer made to all
        holders of record of Serial Preference Stock, unless all dividends upon
        all Serial Preference Stock then outstanding for all previous quarterly
        dividend periods shall have been declared and paid or funds therefor set
        apart and all accrued sinking fund obligations applicable thereto shall
        have been complied with.
 
          (c) The consent of the holders of at least a majority of the number of
     shares of Serial Preference Stock at the time outstanding, given in person
     or by proxy either in writing or at a meeting called for the purpose at
     which the holders of the Serial Preference Stock shall vote separately as a
     class, shall be necessary to effect any one or more of the following (but
     so far as the holders of Serial Preference Stock are concerned, such action
     may be effected with such consent):
 
             (i) the sale, lease or conveyance by the Corporation of all or
        substantially all of its property or business or the voluntary parting
        with the control thereof, or its consolidation with or merger into any
        other corporation, unless the corporation resulting from such
        consolidation or merger will have after such consolidation or merger no
        class of shares either authorized or outstanding ranking prior to or on
        a parity with the Serial Preference Stock except the same number of
        shares ranking prior to or on a parity with the Serial Preference Stock
        and having the same rights and preferences as the shares of the
        Corporation authorized and outstanding immediately preceding such
        consolidation or merger, and each holder of Serial Preference Stock
        immediately preceding such consolidation or merger shall receive the
        same number of shares, with the same rights and preferences, of the
        resulting corporation; or
 
             (ii) The authorization of any shares ranking on a parity with the
        Serial Preference Stock or an increase in the authorized number of
        shares of Serial Preference Stock.
 
          (d) Neither the consent of, nor any adjustment of the voting rights
     of, holders of shares of Serial Preference Stock shall be required for an
     increase in the number of shares of Common Stock authorized or issued or
     for stock splits of the Common Stock or for stock dividends on any class of
     stock payable solely in Common Stock, and none of the foregoing actions
     shall be deemed to affect adversely the voting powers, rights or
     preferences of Serial Preference Stock within the meaning and for the
     purpose of this Division B.
 
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          SECTION 7.  The holders of the Serial Preference Stock shall have no
     pre-emptive right to purchase or have offered to them for purchase any
     shares or other securities of the Corporation, whether now or hereafter
     authorized.
 
          SECTION 8.  For the purposes of this Division B:
 
          Whenever reference is made to shares "ranking prior to the Serial
     Preference Stock", such reference shall mean and include all shares of the
     Corporation in respect of which the rights of the holders thereof as to the
     payment of dividends or as to distributions in the event of an involuntary
     liquidation, dissolution or winding up of the Corporation are given
     preference over the rights of the holders of Serial Preference Stock;
     whenever reference is made to shares "on a parity with the Serial
     Preference Stock", such reference shall mean and include all shares of
     Serial Preference Stock II and all other shares of the Corporation in
     respect of which the rights of the holders thereof as to the payment of
     dividends and as to distributions in the event of an involuntary
     liquidation, dissolution or winding up of the Corporation rank on an
     equality (except as to the amounts fixed therefor) with the rights of the
     holders of Serial Preference Stock; and whenever reference is made to
     shares "ranking junior to the Serial Preference Stock" such reference shall
     mean and include all shares of the Corporation in respect of which the
     rights of the holders as to the payment of dividends and as to
     distributions in the event of an involuntary liquidation, dissolution or
     winding up of the Corporation are junior and subordinate to the rights of
     the holders of the Serial Preference Stock.
 
                                    DIVISION B-1
                 Express Terms of $4.25 Cumulative Preference Stock,
                  Series A, Convertible on or before June 15, 1979
 
          [All outstanding shares of the $4.25 Cumulative Preference Stock,
     Series A, were redeemed on June 15, 1979. The provisions of this Division
     B-1 were deleted by action of the Directors of the Corporation on July 18,
     1979.]
 
                                    DIVISION B-2
                 Express Terms of $5.00 Cumulative Preference Stock,
                  Series B, Convertible on or before June 15, 1982
 
          [All outstanding shares of the $5.00 Cumulative Preference Stock,
     Series B, were redeemed on June 15, 1979. The provisions of this Division
     B-2 were deleted by action of the Directors of the Corporation on July 18,
     1979.]
 
                                     DIVISION C
                     Express Terms of Serial Preference Stock II
 
          SECTION 1.  The Serial Preference Stock II may be issued from time to
     time in one or more series. All shares of Serial Preference Stock II shall
     be of equal rank and shall be identical, except in respect of the
     particulars that may be fixed and determined by the Board of Directors as
     hereinafter provided, and each share of each series shall be identical in
     all respects with all other shares of such series, except as to the date
     from which dividends are cumulative. All shares of Serial Preference Stock
     II shall also be of equal rank and shall be identical with shares of Serial
     Preference Stock except in respect of (1) the particulars that may be fixed
     and determined by the Board of Directors as hereinafter provided, and (2)
     the voting rights and provisions for consents relating to Serial Preference
     Stock II, as fixed and determined by Section 6 of this Division. Subject to
     the provisions of Sections 2 through 8, inclusive, of this Division, which
     provisions shall apply to all Serial Preference Stock II, the Board of
     Directors hereby is empowered to cause the same to be issued in one or more
     series and with respect to each such series prior to the issuance thereof
     to fix and determine:
 
             (a) the designation of the series, which may be by distinguishing
        number, letter or title;
 
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             (b) the number of shares of the series, which number may be
        increased (except where otherwise provided by the Board of Directors in
        creating the series) or decreased (but not below the number of shares
        thereof then outstanding) by like action of the Board of Directors;
 
             (c) the annual dividend rate of the series;
 
             (d) the dates at which dividends, if declared, shall be payable and
        the dates from which dividends shall be cumulative;
 
             (e) the redemption rights and price or prices, if any, for shares
        of the series;
 
             (f) the terms and amount of any sinking fund provided for the
        purchase or redemption of shares of the series;
 
             (g) the amounts payable on shares of the series in the event of any
        liquidation, dissolution or winding up of the affairs of the
        Corporation;
 
             (h) whether the shares of the series shall be convertible into
        Common Stock, and, if so, the conversion price or prices and the
        adjustments thereof, if any, and all other terms and conditions upon
        which such conversion may be made; and
 
             (i) restrictions (in addition to those set forth in Section 6(b)
        and 6(c) of this Division) on the issuance of shares of the same series
        or of any other class or series.
 
          The Board of Directors is authorized to adopt from time to time
     amendments to the Articles of Incorporation of the Corporation fixing and
     determining, with respect to each such series, the matters described in
     clauses (a) through (i), inclusive, of this Section 1.
 
          SECTION 2.  The holders of the Serial Preference Stock II of each
     series, in preference to the holders of Common Stock and of any other class
     of shares ranking junior to the Serial Preference Stock II, shall be
     entitled to receive out of any funds legally available for Serial
     Preference Stock II and Serial Preference Stock and when and as declared by
     the Board of Directors dividends in cash at the rate for such series fixed
     in accordance with the provisions of Section 1 of this Division and no
     more, payable quarterly on the dates fixed for such series. Such dividends
     shall be cumulative, in the case of shares of each particular series, from
     and after the date of issuance thereof or from and after such other date or
     dates as may be fixed and determined by the Board of Directors by amendment
     to the Articles of Incorporation of the Corporation as provided in Section
     1 of this Division. No dividends may be paid upon or declared or set apart
     for any of the Serial Preference Stock II for any quarterly dividend period
     unless at the same time (i) a like proportionate dividend for the same
     quarterly dividend period, ratably in proportion to the respective annual
     dividend rates fixed therefor, shall be paid upon or declared or set apart
     for all Serial Preference Stock II of all series then issued and
     outstanding and entitled to receive such dividend and (ii) the dividend
     payable during the same quarterly dividend period upon all Serial
     Preference Stock of all series then issued and outstanding at the rate and
     upon the date as fixed and determined by the Board of Directors as provided
     in Section 1 of Division B hereof shall be paid upon or declared or set
     apart for all such Serial Preference Stock entitled to receive such
     dividend.
 
          SECTION 3.  In no event so long as any Serial Preference Stock II
     shall be outstanding shall any dividends, except a dividend payable in
     Common Stock or other shares ranking junior to the Serial Preference Stock
     II, be paid or declared or any distribution be made except as aforesaid on
     the Common Stock or any other shares ranking junior to the Serial
     Preference Stock II, nor shall any Common Stock or any other shares ranking
     junior to the Serial Preference Stock II be purchased, retired or otherwise
     acquired by the Corporation (except out of the proceeds of the sale of
     Common Stock or other shares ranking junior to the Serial Preference Stock
     II received by the Corporation subsequent to January 1, 1964):
 
             (a) unless all accrued and unpaid dividends on Serial Preference
        Stock II, including the full dividends for the current quarterly
        dividend period, shall have been declared and paid or a sum sufficient
        for payment thereof set apart; and
 
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             (b) unless there shall be no arrearages with respect to the
        redemption of Serial Preference Stock II of any series from any sinking
        fund provided for shares of such series in accordance with the
        provisions of Section 1 of this Division.
 
          SECTION 4.
 
          (a) Subject to the express terms of each series, the Corporation may
     from time to time redeem all or any part of the Serial Preference Stock II
     of any series at the time outstanding (i) at the option of the Board of
     Directors at the applicable redemption price for such series fixed in
     accordance with the provisions of Section 1 of this Division, or (ii) in
     fulfillment of the requirements of any sinking fund provided for shares of
     such series at the applicable sinking fund redemption price fixed in
     accordance with the provisions of Section 1 of this Division, together in
     each case with accrued dividends to the redemption date.
 
          (b) Notice of every such redemption shall be mailed, postage prepaid,
     to the holders of record of the Serial Preference Stock II to be redeemed
     at their respective addresses then appearing on the books of the
     Corporation, and shall be published at least once in a newspaper of general
     circulation in the City of New York, New York, not less than thirty (30)
     days nor more than sixty (60) days prior to the date fixed for such
     redemption. At any time before or after notice has been given as above
     provided, the Corporation may deposit the aggregate redemption price of the
     shares of Serial Preference Stock II to be redeemed with any bank or trust
     company in the City of Cleveland, Ohio, or the City of New York, New York,
     having capital and surplus of more than Five Million Dollars ($5,000,000),
     named in such notice, directed to be paid to the respective holders of the
     shares of Serial Preference Stock II so to be redeemed, in amounts equal to
     the redemption price of all shares of Serial Preference Stock II so to be
     redeemed, on surrender of the stock certificate or certificates held by
     such holders, and upon the making of such deposit such holders shall cease
     to be shareholders with respect to such shares, and after such notice shall
     have been given and such deposit shall have been made, such holders shall
     have no interest in or claim against the Corporation with respect to such
     shares and shall be entitled only to receive such moneys from such bank or
     trust company without interest. In case less than all of the outstanding
     shares of Serial Preference Stock II are to be redeemed, the Corporation
     shall select by lot the shares so to be redeemed in such manner as shall be
     prescribed by its Board of Directors.
 
          If the holders of shares of Serial Preference Stock II which shall
     have been called for redemption shall not, within six years after such
     deposit, claim the amount deposited for the redemption thereof, any such
     bank or trust company shall, upon demand, pay over to the Corporation such
     unclaimed amounts and thereupon such bank or trust company and the
     Corporation shall be relieved of all responsibility in respect thereof and
     to such holders.
 
          (c) Any shares of Serial Preference Stock II which are redeemed by the
     Corporation pursuant to the provisions of this Section 4 and any shares of
     Serial Preference Stock II which are purchased and delivered in
     satisfaction of any sinking fund requirements provided for shares of such
     series and any shares of Serial Preference Stock II which are converted in
     accordance with the express terms thereof shall be cancelled and not
     reissued. Any shares of Serial Preference Stock II otherwise acquired by
     the Corporation shall resume the status of authorized and unissued shares
     of Serial Preference Stock II without serial designation.
 
          SECTION 5.
 
          (a) The holders of the Serial Preference Stock II of any series shall,
     in case of liquidation, dissolution or winding up of the affairs of the
     Corporation, be entitled to receive in full out of the assets of the
     Corporation, including its capital, before any amount shall be paid or
     distributed among the holders of the Common Stock or any other shares
     ranking junior to the Serial Preference Stock II, the amounts fixed with
     respect to shares of such series in accordance with Section 1 of this
     Division, plus an amount equal to all dividends accrued and unpaid thereon
     to the date of payment of the amount due pursuant to such liquidation,
     dissolution or winding up of the affairs of the Corporation. In case the
     net assets of the Corporation legally available therefor are insufficient
     to permit the payment upon all outstanding shares of Serial Preference
     Stock and Serial Preference Stock II of the full preferential amount to
     which they
 
                                        8
<PAGE>   10
 
     are respectively entitled, then such net assets shall be distributed
     ratably to all outstanding shares of Serial Preference Stock and Serial
     Preference Stock II in proportion to the full preferential amount to which
     each such share is entitled.
 
          After payment to holders of Serial Preference Stock II of the full
     preferential amounts as aforesaid, holders of Serial Preference Stock II,
     as such, shall have no right or claim to any of the remaining assets of the
     Corporation.
 
          (b) The merger or consolidation of the Corporation into or with any
     other corporation, or the merger of any other corporation into it, or the
     sale, lease or conveyance of all or substantially all the property of the
     Corporation, shall not be deemed to be a dissolution, liquidation or
     winding up, voluntary or involuntary, for the purposes of this Section 5.
 
          SECTION 6.
 
          (a) The holders of Serial Preference Stock II shall be entitled at all
     times to one vote for each share, and, except as otherwise provided herein
     or required by law, the holders of the Serial Preference Stock II, the
     holders of Serial Preference Stock and the holders of Common Stock shall
     vote together as one class on all matters, subject, however, to the special
     voting rights conferred upon the holders of Serial Preference Stock as
     hereinabove provided in Section 6 of Division B hereof.
 
          If, and so often as, the Corporation shall be in default in the
     payment of the equivalent of six (6) full quarterly dividends on all shares
     of all series of Serial Preference Stock II at the time outstanding,
     whether or not earned or declared, the holders of Serial Preference Stock
     II of all series, voting separately as a class and in addition to all other
     rights to vote for Directors, shall be entitled to elect, as herein
     provided, three (3) members of the Board of Directors of the Corporation;
     provided, however, that the holders of shares of Serial Preference Stock II
     shall not have or exercise such special class voting rights except at
     meetings of the shareholders for the election of Directors at which the
     holders of not less than thirty-five per cent (35%) of the outstanding
     shares of Serial Preference Stock II of all series then outstanding are
     present in person or by proxy; and provided further that the special class
     voting rights provided for herein when the same shall have become vested
     shall remain so vested until all accrued unpaid dividends on the Serial
     Preference Stock II of all series then outstanding shall have been paid,
     whereupon the holders of the Serial Preference Stock II shall be divested
     of their special class voting rights in respect of subsequent elections of
     Directors, subject to the revesting of such special class voting rights in
     the event hereinabove specified in this Section.
 
          In the event of default entitling the holders of Serial Preference
     Stock II to elect three (3) Directors as above specified, a special meeting
     of the shareholders for the purpose of electing such Directors shall be
     called by the Secretary of the Corporation upon written request of, or may
     be called by, the holders of record of at least ten per cent (10%) of the
     shares of Serial Preference Stock II of all series at the time outstanding,
     and notice thereof shall be given in the same manner as that required for
     the annual meeting of shareholders; provided, however, that the Corporation
     shall not be required to call such special meeting if the annual meeting of
     shareholders shall be held within ninety (90) days after the date of
     receipt of the foregoing written request from the holders of Serial
     Preference Stock II. At any meeting at which the holders of the Serial
     Preference Stock II shall be entitled to elect Directors, the holders of
     thirty-five per cent (35%) of the then outstanding shares of Serial
     Preference Stock II of all series, present in person or by proxy, shall be
     sufficient to constitute a quorum, and the vote of the holders of a
     majority of such shares so present at any such meeting at which there shall
     be such a quorum shall be sufficient to elect the members of the Board of
     Directors which the holders of the Serial Preference Stock II are entitled
     to elect as hereinabove provided.
 
                                        9
<PAGE>   11
 
          (b) The consent of the holders of at least two-thirds of the number of
     shares of Serial Preference Stock II at the time outstanding given in
     person or by proxy, either in writing or at a meeting called for the
     purpose at which the holders of the Serial Preference Stock II shall vote
     separately as a class, shall be necessary to effect any one or more of the
     following (but so far as the holders of Serial Preference Stock II are
     concerned, such action may be effected with such consent):
 
             (i) any amendment, alteration or repeal of any of the provisions of
        these Articles of Incorporation, as the same may at any time be amended,
        or of the Regulations of the Corporation which affects adversely the
        voting powers, rights or preferences of the holders of Serial Preference
        Stock II or reduces the time for any notice to which the holders of
        Serial Preference Stock II may be entitled; provided, however, that
        neither the amendment of these Articles of Incorporation, as the same
        may at any time be amended, so as to authorize or create, or to increase
        the authorized amount of, Serial Preference Stock II or of any shares of
        any class ranking on a parity with or junior to the Serial Preference
        Stock II, nor the amendment of the provisions of the Regulations so as
        to increase the number of Directors of the Corporation, shall be deemed
        to affect adversely the voting powers, rights or preferences of the
        holders of the Serial Preference Stock II; and provided, further, that
        if such amendment, alteration or repeal affects adversely the rights or
        preferences of one or more but not all series of Serial Preference Stock
        II at the time outstanding, only the consent of the holders of at least
        two-thirds of the number of the shares of the series so affected shall
        be required;
 
             (ii) the authorization or creation of, or the increase in the
        authorized amount of, any shares of any class, or any security
        convertible into shares of any class, ranking prior to the Serial
        Preference Stock II; or
 
             (iii) the purchase or redemption (for sinking fund purposes or
        otherwise) of less than all of the Serial Preference Stock II then
        outstanding except in accordance with a stock purchase offer made to all
        holders of record of Serial Preference Stock II, unless all dividends
        upon all Serial Preference Stock II then outstanding for all previous
        quarterly dividend periods shall have been declared and paid or funds
        therefor set apart and all accrued sinking fund obligations applicable
        thereto shall have been complied with.
 
          (c) The consent of the holders of at least a majority of the number of
     shares of Serial Preference Stock II at the time outstanding, given in
     person or by proxy either in writing or at a meeting called for the purpose
     at which the holders of the Serial Preference Stock II shall vote
     separately as a class, shall be necessary to effect any one or more of the
     following (but so far as the holders of Serial Preference Stock II are
     concerned, such action may be effected with such consent):
 
             (i) the sale, lease or conveyance by the Corporation of all or
        substantially all of its property or business or the voluntary parting
        with the control thereof, or its consolidation with or merger into any
        other corporation, unless the corporation resulting from such
        consolidation or merger will have after such consolidation or merger no
        class of shares either authorized or outstanding ranking prior to or on
        a parity with the Serial Preference Stock II except the same number of
        shares ranking prior to or on a parity with the Serial Preference Stock
        II and having the same rights and preferences as the shares of the
        Corporation authorized and outstanding immediately preceding such
        consolidation or merger, and each holder of Serial Preference Stock II
        immediately preceding such consolidation or merger shall receive the
        same number of shares, with the same rights and preferences, of the
        resulting corporation; or
 
             (ii) the authorization of any shares ranking on a parity with the
        Serial Preference Stock II or an increase in the authorized number of
        shares of Serial Preference Stock II.
 
          (d) Neither the consent of, nor any adjustment of the voting rights
     of, holders of shares of Serial Preference Stock II shall be required for
     an increase in the number of shares of Common Stock authorized or issued or
     for stock splits of the Common Stock or for stock dividends on any class of
     stock payable solely in Common Stock, and none of the foregoing actions
     shall be deemed to affect adversely the voting powers, rights or
     preferences of Serial Preference Stock II within the meaning and for the
     purpose of this Division C.
 
                                       10
<PAGE>   12
 
     SECTION 7.  The holders of the Serial Preference Stock II shall have no
pre-emptive right to purchase or have offered to them for purchase any shares or
other securities of the Corporation, whether now or hereafter authorized.
 
     SECTION 8.  For the purposes of this Division C:
 
     Whenever reference is made to shares "ranking prior to the Serial
Preference Stock II", such reference shall mean and include all shares of the
Corporation in respect of which the rights of the holders thereof as to the
payment of dividends or as to distributions in the event of an involuntary
liquidation, dissolution or winding up of the Corporation are given preference
over the rights of the holders of Serial Preference Stock II; whenever reference
is made to shares "on a parity with the Serial Preference Stock II", such
reference shall mean and include all shares of Serial Preference Stock and all
other shares of the Corporation in respect of which the rights of the holders
thereof as to the payment of dividends and as to distributions in the event of
an involuntary liquidation, dissolution or winding up of the Corporation rank on
an equality (except as to the amounts fixed therefor) with the rights of the
holders of the Serial Preference Stock II; and whenever reference is made to
shares "ranking junior to the Serial Preference Stock II", such reference shall
mean and include all shares of the Corporation in respect of which the rights of
the holders as to the payment of dividends and as to distributions in the event
of an involuntary liquidation, dissolution or winding up of the Corporation are
junior and subordinate to the rights of the holders of the Serial Preference
Stock II.
 
                                    DIVISION C-1
               Express Terms of Cumulative Serial Preference Stock II,
                             $4.40 Convertible Series 1
 
          There is hereby established a first series of Serial Preference Stock
     II, to which the following provisions shall be applicable:
 
          SECTION 1.  Designation of Series. The series shall be designated
     "Cumulative Serial Preference Stock II, $4.40 Convertible Series 1" (herein
     called "Series 1").
 
          SECTION 2.  Number of Shares. The number of shares of Series 1 is
     1,735,000, which number from time to time may be increased or decreased
     (but not below the number of shares of the series then outstanding) by the
     Directors.
 
          SECTION 3.  Dividend Rate. The dividend rate for Series 1 is $4.40 per
     share per annum.
 
          SECTION 4.  Dividend Payment Dates; Cumulation Dates. The dates on
     which dividends on shares of Series 1 shall be payable are March 15, June
     15, September 15 and December 15 of each year. Dividends on shares of
     Series 1 shall be cumulative as follows:
 
             (a) in the case of shares of Series 1 issued on the effective date
        of the mergers of IRC, Inc. and United-Carr Incorporated into the
        Corporation, dividends shall be cumulative from such effective date;
 
             (b) in the case of shares of Series 1 issued during the period
        commencing immediately after the record date for a dividend on shares of
        such series and terminating at the close of the payment date for such
        dividend, dividends shall be cumulative from such last-mentioned
        dividend payment date; and
 
             (c) in all other cases, dividends shall be cumulative from the
        dividend payment date next preceding the date of issue of such shares.
 
                                       11
<PAGE>   13
 
          SECTION 5.  Redemption Prices. The shares of Series 1 shall not be
     redeemable by the Corporation prior to March 15, 1974. Thereafter the
     redemption prices for shares of Series 1 shall be as follows:
 
<TABLE>
<CAPTION>
           IF THE REDEMPTION DATE                       IF THE REDEMPTION DATE
             IS DURING 12-MONTH                           IS DURING 12-MONTH
              PERIOD BEGINNING          REDEMPTION         PERIOD BEGINNING          REDEMPTION
                  MARCH 15                PRICE                MARCH 15                PRICE
          -------------------------     ----------     -------------------------     ----------
          <S>                           <C>            <C>                           <C>
          1974.....................      $ 112.00      1977.....................      $ 106.00
          1975.....................        110.00      1978 and thereafter......        104.00
          1976.....................        108.00
</TABLE>
 
          SECTION 6.  Liquidation Rights. The amount payable on shares of Series
     1 in the event of any voluntary liquidation, dissolution or winding up of
     the affairs of the Corporation prior to March 15, 1974 shall be $112.00 per
     share and thereafter shall be an amount equal to the redemption price for
     shares of Series 1 in effect on the distribution date, and in the event of
     any involuntary liquidation, dissolution or winding up of the Corporation
     shall be $104.00 per share.
 
        SECTION 7.  Conversion Right.
 
          (a) Subject to and upon compliance with the provisions of this Section
     7, shares of Series 1 may, at the option of the holder at any time (or, in
     the case of shares called for redemption, then until and including the
     close of business on the date fixed for redemption but not thereafter if
     payment of the redemption price has been duly provided for by the date
     fixed for redemption), be converted into shares of Common Stock (as such
     shares shall be constituted at the conversion date) at the conversion price
     in effect at the conversion date.
 
          (b) The holder of each share of Series 1 may exercise the conversion
     privilege in respect thereof by delivering to any transfer agent of Series
     1 the share to be converted, accompanied by written notice that the holder
     elects to convert such share. Conversion shall be deemed to have been
     effected immediately prior to the close of business on the date when such
     delivery is made, and such date is referred to in this Section as the
     "conversion date". On the conversion date or as promptly thereafter as
     practicable, the Corporation shall issue and deliver to the holder of
     shares of Series 1 surrendered for conversion, or on his written order, a
     certificate for the number of full shares of Common Stock issuable upon the
     conversion of such shares of Series 1 and a check or cash in respect of any
     fraction of a share as provided in paragraph (c) of this Section 7. The
     person in whose name the stock certificate is to be issued shall be deemed
     to have become a holder of Common Stock of record on the conversion date.
     No adjustment shall be made for any dividends on such shares of Series 1 or
     for dividends on the shares of Common Stock issued on conversion.
 
          (c) The Corporation shall not be required to issue fractional shares
     of Common Stock upon conversion of shares of Series 1. If more than one
     share of Series 1 shall be surrendered for conversion at one time by the
     same holder, the number of full shares of Common Stock issuable upon
     conversion thereof shall be computed on the basis of the aggregate number
     of shares so surrendered. If any fractional interest in a share of Common
     Stock would be deliverable upon the conversion of any shares of Series 1,
     the Corporation shall, in lieu of delivering the fractional share therefor,
     make an adjustment therefor in cash at the current market value thereof,
     computed on the basis of the last reported sale price of the shares of
     Common Stock on the New York Stock Exchange on the last business day before
     the conversion date or, if there was no reported sale on that day, on the
     basis of the mean of the closing bid and asked quotations on that Exchange
     on that day, or, if the Common Stock is not then listed on that Exchange,
     on the basis of the mean of the closing bid and asked quotations in the
     over-the-counter market on that day, as reported by the National Quotation
     Bureau, or similar reporting service.
 
          (d) Unless and until an adjusted conversion price of the Common Stock
     is required to be computed as hereinafter provided, the conversion price
     for such Common Stock shall be $90.909 per share (this initial conversion
     price being herein called the "base conversion price"). The number of
     shares of
 
                                       12
<PAGE>   14
 
     Common Stock issuable upon conversion of one share of Series 1 shall be
     determined by dividing $100 by the conversion price then in effect.
 
          (e) The conversion price shall be adjusted from time to time as
     follows:
 
             (A) Except as provided in subparagraphs (C), (E) and (F) below,
        whenever the Corporation shall issue or sell any Additional Shares as
        hereinafter defined for a consideration per share less than the
        conversion price then in effect, or without consideration, the
        conversion price in effect immediately prior to such issuance shall
        forthwith be adjusted as follows:
 
                (1) multiply the base conversion price by the sum of (i) the
           total number of shares of Common Stock outstanding (excluding shares
           held in the Corporation's treasury) on November 16, 1967 and (ii) the
           total number of shares of Common Stock issuable on November 16, 1967
           upon conversion of any shares of Serial Preference Stock then
           outstanding (the sum of such shares being herein called the "Base
           Shares"), then
 
                (2) add to the result so obtained the total consideration
           received by the Corporation for all Additional Shares, and then
 
                (3) divide such result by the sum of the number of Base Shares
           and the number of Additional Shares, disregarding in the quotient so
           obtained fractions of one cent;
 
        provided, however, that such adjustment shall be made only if the
        resulting quotient shall be less than the conversion price in effect
        immediately prior to the issue or sale of such Additional Shares.
 
             (B) For the purposes of subparagraph (A) above, the following
        provisions shall be applicable:
 
                (1) The term "Additional Shares" shall mean all shares of Common
           Stock issued by the Corporation (whether or not the consideration
           therefor, if any, is less per share than the base conversion price)
           in excess of the Base Shares, whether or not subsequently reacquired
           or retired by the Corporation, other than:
 
                    (i) shares now or hereafter held in the Corporation's
               treasury;
 
                    (ii) shares issued pursuant to any employees' stock purchase
               plan or any employees' stock option plan heretofore or hereafter
               adopted or approved by the shareholders of the Corporation and
               shares issued pursuant to any employees' stock purchase plan or
               employees' stock option agreement heretofore or hereafter assumed
               by the Corporation, including in the case of any plan or
               agreement covered by this clause (ii) shares of Common Stock
               issued upon the conversion of convertible securities so issued;
 
                    (iii) except as provided in paragraph (4) below, shares of
               Common Stock issued in connection with the acquisition by the
               Corporation of the properties, assets and business of another
               corporation, firm or other entity as a going concern (whether
               such acquisition is by way of a merger, combination or majority
               share acquisition or otherwise) and shares of Common Stock issued
               upon conversion of any convertible securities issued by the
               Corporation in connection with any such acquisition (as used
               herein, the terms
               "combination" and "majority share acquisition" shall have the
               meanings set forth in Section 1701.01 of the Ohio Revised Code);
               and
 
                    (iv) shares issued by way of dividend or other distribution
               on shares of Common Stock excluded from the definition of
               Additional Shares by the foregoing clauses (i), (ii) and (iii) or
               this clause (iv) or on shares resulting from any subdivision or
               combination of shares so excluded.
 
                (2) In case of the issuance or sale of Additional Shares for
           cash, the consideration therefor shall be deemed to be the amount of
           cash received by the Corporation for such shares (or, if such
           Additional Shares are offered by the Corporation for subscription,
           the subscription price, or, if such Additional Shares are sold to
           underwriters or dealers for public offering without a subscription
           offering, the initial public offering price), without deducting
           therefrom any
 
                                       13
<PAGE>   15
 
           compensation or discount in the sale, underwriting or purchase
           thereof by underwriters or dealers or others performing similar
           services or for any expenses incurred by the Corporation in
           connection therewith.
 
                (3) Subject to the provisions of paragraph (4) below, in the
           case of issuance or sale of Additional Shares for a consideration
           other than cash, the amount of such consideration shall be deemed to
           be the fair value thereof as determined by the Directors of the
           Corporation, for purposes of this subparagraph (B), irrespective of
           any accounting treatment.
 
                (4) Subject to clause (iii) of this paragraph (4):
 
                    (i) any shares of Common Stock issued in connection with any
               merger of IRC, Inc. into the Corporation shall constitute
               Additional Shares and shall be deemed to have been issued for a
               consideration equal to the conversion price in effect immediately
               prior to the issuance of such Additional Shares;
 
                    (ii) in the case of the issuance of any shares of Preference
               Stock II in connection with any merger of United-Carr
               Incorporated or IRC, Inc. into the Corporation, any shares of
               Common Stock into which such shares of Preference Stock II are
               initially convertible shall constitute Additional Shares and
               shall be deemed to have been issued at the time of the issuance
               of such shares of Preference Stock II for a consideration equal
               to the conversion price of Series 1 in effect immediately prior
               to the issuance of such shares of Preference Stock II; and
 
                    (iii) no shares of Common Stock covered by clauses (i) or
               (ii) of this paragraph (4) in excess of an aggregate of 1,221,569
               shares (proportionately adjusted to reflect any split or
               combination of, or stock dividend paid on, the Common Stock prior
               to the effective dates of said mergers) shall at any time
               constitute Additional Shares.
 
                (5) In the case of issuance of Additional Shares as a stock
           dividend of 15% or less, the shares shall be deemed to have been
           issued without consideration at the close of business on the dividend
           record date.
 
                (6) Subject to the provisions of paragraph (4) above, in the
           case of the issuance of Additional Shares upon conversion or exchange
           of other securities of the Corporation, the amount of consideration
           received by the Corporation shall be deemed to be the total of (a)
           the amount of consideration, if any, received by the Corporation upon
           the issuance of such other securities, plus (b) the amount of the
           consideration, if any, other than such other securities, received by
           the Corporation upon such conversion or exchange. In determining the
           amount of the consideration received by the Corporation upon the
           issuance of such other securities, the amount of the consideration in
           cash and other than cash shall be determined pursuant to paragraphs
           (2) and (3) above. If securities of the same class or series of a
           class as such other securities were issued for different amounts of
           consideration (determined as above provided), or if some were issued
           for no consideration, then the amount of the consideration received
           by the Corporation upon the issuance of each of the securities of
           such class or series, as the case may be, shall be deemed to be the
           average amount of the consideration received by the Corporation upon
           the issuance of all the securities of such class or series, as the
           case may be.
 
             (C) If, at any time after November 16, 1967, the Corporation splits
        or combines the outstanding shares of Common Stock, then as of the close
        of business on the effective date of such split or combination the
        conversion price shall be proportionately decreased in the case of a
        split or increased in the case of a combination. A stock dividend of
        more than 15% shall be considered a stock split, and the effective date
        shall be deemed to be the close of business on the dividend record date.
 
             (D) Whenever the conversion price is adjusted as herein provided,
        the Corporation shall forthwith place on file with each transfer agent
        of shares of Series 1 a statement signed by the President or a Vice
        President of the Corporation and by its Treasurer or an Assistant
        Treasurer
 
                                       14
<PAGE>   16
 
        showing in detail the facts requiring such adjustment and the conversion
        price after such adjustment and shall exhibit the same from time to time
        to any holder of shares of Series 1 desiring an inspection thereof. The
        Corporation shall also cause a notice, stating that such adjustment has
        been effected and setting forth the adjusted conversion price, to be
        published at least once in a newspaper printed in the English language
        and customarily published at least once a day for at least five days in
        each calendar week, which shall be of general circulation in the Borough
        of Manhattan, the City of New York (herein called an "Authorized
        Newspaper").
 
             (E) In the case of the issuance of Additional Shares upon
        conversion or exchange of other securities of the Corporation as
        provided in paragraph (6) of subparagraph (B) above, the conversion
        price shall be adjusted to reflect the issuance of such Additional
        Shares only on the 15th day of each calendar month to reflect all such
        conversions or exchanges through the preceding calendar month. Upon the
        redemption of any shares of Series 1, the conversion price shall be
        adjusted to reflect the issuance of such Additional Shares as of a date
        not earlier than the close of business on the fifth business day
        preceding the mailing of the notice of redemption.
 
             (F) No adjustment of the conversion price shall be made if the
        amount of such adjustment shall be less than 50c, but in such case any
        adjustment that would otherwise be required then to be made shall be
        carried forward and shall be made at the time of and together with the
        next subsequent adjustment, which, together with all adjustments so
        carried forward shall amount to not less than 50c. In case the
        Corporation shall at any time split or combine the outstanding shares of
        Common Stock, said amount of 50c (as theretofore decreased or increased)
        shall forthwith be proportionately decreased in the case of a split or
        increased in the case of a combination, so as to appropriately reflect
        the same. For this purpose, a stock dividend of more than 15% shall be
        considered a split of the outstanding shares.
 
          (f) In case of any reclassification or change of outstanding shares of
     Common Stock (except a split or combination, or a change in par value, or a
     change from par value to no par value, or a change from no par value to par
     value), or in case of any consolidation or merger to which the Corporation
     is a party (other than a merger in which the Corporation is the surviving
     corporation and which does not result in any reclassification or change of
     the outstanding Common Stock of the Corporation except as stated above), or
     in case of any sale or conveyance to another corporation of the property of
     the Corporation as an entirety or substantially as an entirety, lawful
     provision shall be made as part of the terms of such reclassification,
     change, consolidation, merger, sale or conveyance that the holder of each
     share of Series 1 then outstanding shall have the right to convert such
     share into the same kind and amount of stock and other securities and
     property as would be receivable upon such reclassification, change,
     consolidation, merger, sale or conveyance by a holder of the number of
     shares of Common Stock into which such share might have been converted
     immediately prior thereto.
 
          As evidence of the kind and amount of stock or other securities or
     property into which shares of Series 1 shall be convertible after any such
     reclassification, change, consolidation, merger, sale or conveyance, or as
     to the appropriate adjustments of the conversion price applicable with
     respect thereto, the transfer agents may accept the certificate of any firm
     of independent public accountants (who may be the regular auditors retained
     by the Corporation) with respect thereto, who as to questions of law may
     request and rely upon an opinion of counsel (who may be counsel for the
     Corporation) and in the absence of bad faith upon the part of the transfer
     agents, they may conclusively rely thereon, and shall not be responsible or
     accountable to any holder of shares of Series 1 for any provision in
     conformity therewith, or approved by such firm of independent public
     accountants.
 
          (g) The issue of stock certificates on conversions of shares of Series
     1 shall be without charge to the converting shareholder for any tax in
     respect of the issue thereof. The Corporation shall not, however, be
     required to pay any tax which may be payable in respect of any transfer
     involved in the issue and delivery of shares in any name other than that of
     the holder of the shares of Series 1 converted, and the Corporation shall
     not be required to issue or deliver any such stock certificate unless and
     until the person or persons requesting the issue thereof shall have paid to
     the Corporation the amount of such tax or shall have established to the
     satisfaction of the Corporation that such tax has been paid.
 
                                       15
<PAGE>   17
 
          (h) The Corporation shall at all times reserve and keep available,
     free from pre-emptive rights, out of its authorized and unissued stock or
     out of shares held in its treasury, for the purpose of effecting the
     conversion of shares of Series 1 such number of shares of its Common Stock
     as shall from time to time be sufficient to effect the conversion of all
     outstanding shares of Series 1.
 
          (i) In case at any time:
 
             (1) the Corporation shall pay any dividend upon its Common Stock
        payable in shares of its Common Stock and such dividend shall be in
        excess of five per cent (5%); or
 
             (2) the Corporation shall authorize the granting to the holders of
        its Common Stock of rights to subscribe for or purchase any shares of
        any class or of any other rights;
 
     then, in either of said cases, the Corporation shall give written notice,
     by first class mail, postage prepaid, to each holder of record of shares of
     Series 1 at his address then appearing on the books of the Corporation, of
     the record date or of the date on which the transfer books of the
     Corporation shall close with respect to such action. Such notice shall be
     given at least twenty (20) days prior to the action in question and not
     less than ten (10) days prior to the record date or the date on which the
     Corporation's transfer books are closed with respect thereto.
 
          (j) In case the Corporation shall pay in any quarter-annual period any
     cash dividends upon its Common Stock which in total amount per share will
     exceed by fifty per cent (50%) the total amount per share of the cash
     dividends paid during the last preceding quarter-annual period, it shall
     cause notice thereof to be published at least once in an Authorized
     Newspaper.
 
                                    DIVISION C-2
               Express Terms of Cumulative Serial Preference Stock II,
                             $4.40 Convertible Series 2
 
          [No shares of this series have been issued. The provisions of this
     Division C-2 were deleted by action of the Directors of the Corporation on
     October 22, 1968.]
 
                                    DIVISION C-3
               Express Terms of Cumulative Serial Preference Stock II,
                             $4.50 Convertible Series 3
 
          There is hereby established a third series of Serial Preference Stock
     II, to which the following provisions shall be applicable:
 
          SECTION 1.  Designation of Series. The series shall be designated
     "Cumulative Serial Preference Stock II, $4.50 Convertible Series 3" (herein
     called "Series 3").
 
          SECTION 2.  Number of Shares. The number of shares of Series 3 is
     2,120,000, which number from time to time may be increased or decreased
     (but not below the number of shares of the series then outstanding) by the
     Directors.
 
          SECTION 3.  Dividend Rate. The dividend rate for Series 3 is $4.50 per
     share per annum.
 
          SECTION 4.  Dividend Payment Dates; Cumulation Dates. The dates at
     which dividends on Series 3 shall be payable are March 15, June 15,
     September 15 and December 15 of each year, but the first dividend payment
     date on shares of Series 3 shall be the first payment date occurring at
     least 10 days after the date of the initial issue of shares of Series 3.
     Dividends on shares of Series 3 shall be cumulative as follows:
 
             (a) in the case of the initial issue of shares of Series 3
        dividends shall be cumulative from the date of such initial issue;
 
                                       16
<PAGE>   18
 
             (b) in the case of shares of Series 3 issued during the period
        commencing immediately after such initial issuance date and terminating
        immediately after the record date for the first dividend on shares of
        Series 3, dividends shall be cumulative from such initial issuance date;
        and
 
             (c) in all other cases, dividends shall be cumulative from the
        dividend payment date next preceding the date of issue of such shares
        unless the shares are issued during the period commencing immediately
        after the record date for a dividend on shares of such series and
        terminating at the close of the payment date for such dividend in which
        case dividends shall be cumulative from the latter payment date.
 
          SECTION 5.  Redemption Prices. The shares of Series 3 shall not be
     redeemable by the Corporation prior to January 1, 1976. Thereafter the
     redemption prices for shares of Series 3 shall be as follows:
 
<TABLE>
<CAPTION>
      IF THE REDEMPTION DATE                      IF THE REDEMPTION DATE
        IS DURING 12-MONTH                          IS DURING 12-MONTH
         PERIOD BEGINNING         REDEMPTION         PERIOD BEGINNING         REDEMPTION
             JANUARY 1              PRICE                JANUARY 1              PRICE
     -------------------------    ----------     -------------------------    ----------
     <S>                          <C>            <C>                          <C>
     1976.....................     $ 105.00      1982.....................     $ 102.00
     1977.....................       104.50      1983.....................       101.50
     1978.....................       104.00      1984.....................       101.00
     1979.....................       103.50      1985.....................       100.50
     1980.....................       103.00      1986 and thereafter......       100.00
     1981.....................       102.50
</TABLE>
 
          SECTION 6.  Liquidation Rights. The amount payable on shares of Series
     3 in the event of any voluntary liquidation, dissolution or winding up of
     the affairs of the Corporation prior to January 1, 1976 shall be $105 per
     share and thereafter shall be an amount equal to the redemption price for
     shares of Series 3 in effect on the distribution date, and in the event of
     any involuntary liquidation, dissolution or winding up of the Corporation
     shall be $40 per share.
 
        SECTION 7.  Conversion Right.
 
          (a) Subject to and upon compliance with the provisions of this Section
     7, shares of Series 3 may, at the option of the holder at any time (or, in
     the case of shares called for redemption, then until and including the
     close of business on the date fixed for redemption but not thereafter if
     payment of the redemption price has been duly provided for by the date
     fixed for redemption), be converted into fully paid and non-assessable
     shares (calculated to the nearest 1/100th of a share) of Common Stock at
     the rate of 1.862 shares of Common Stock for each share of Series 3.
 
          (b) The holder of each share of Series 3 may exercise the conversion
     privilege in respect thereof by delivering to any transfer agent of Series
     3 the share to be converted accompanied by written notice that the holder
     elects to convert such share. Conversion shall be deemed to have been
     effected immediately prior to the close of business on the date when such
     delivery is made, and such date is referred to in this Section 7 as the
     "conversion date". On the conversion date or as promptly thereafter as
     practicable the Corporation shall issue and deliver to the holder of shares
     of Series 3 surrendered for conversion, or on his written order, a
     certificate for the number of full shares of Common Stock issuable upon the
     conversion of such shares of Series 3 and a check or cash in respect of any
     fraction of a share as provided in subparagraph (E) of this Section 7. The
     person in whose name the stock certificate is to be issued shall be deemed
     to have become a holder of Common Stock of record on the conversion date.
     No adjustment shall be made for any dividends on such shares of Series 3 or
     for dividends on the shares of Common Stock issued on conversion.
 
                                       17
<PAGE>   19
 
          (c) The number of shares of Common Stock and the number of shares of
     other classes of stock of the Corporation, if any, into which each share of
     Series 3 is convertible shall be subject to adjustment from time to time
     only as follows:
 
             (A) In case the Corporation shall at any time or times after June
        10, 1968 (1) take a record of the holders of Common Stock for the
        purpose of entitling them to receive a dividend declared payable in
        shares of Common Stock and thereafter pay such dividend, (2) subdivide
        or split the outstanding shares of Common Stock, (3) combine the
        outstanding shares of Common Stock into a smaller number of shares or
        (4) issue by reclassification of Common Stock any shares of the
        Corporation, each holder of a share of Series 3 shall thereafter be
        entitled upon the conversion of each share thereof held by him to
        receive for each such share the number of shares of the Corporation
        which he would have owned or have been entitled to receive in respect
        thereof after the happening of the event or events described above which
        shall have happened had such share of Series 3 been converted prior to
        the happening of such event or events, the adjustment to become
        effective immediately at the opening of business on the day next
        following (x) the record date for purposes of clause (1), or (y) the day
        upon which such subdivision, split, combination or reclassification
        shall become effective for purposes of clauses (2), (3) and (4).
 
             (B) In case the Corporation shall at any time or times after June
        10, 1968 take a record of the holders of Common Stock for the purpose of
        entitling them to receive a distribution of evidences of indebtedness or
        stock or other securities or assets (excluding cash dividends payable
        out of consolidated earnings or consolidated earned surplus and
        distributions of the types specified in clauses (1), (2) and (4) of
        subparagraph (A) of this Section 7) or rights or warrants to subscribe
        thereto (excluding those referred to in subparagraph (C) of this Section
        7), the number of shares of Common Stock into which each share of Series
        3 shall thereafter be convertible shall be adjusted by multiplying the
        number of shares of Common Stock into which such share of Series 3 was
        theretofore convertible by a fraction, of which the numerator shall be
        the current market price per share of Common Stock (as defined in
        subparagraph (D) of this Section 7) at such record date and of which the
        denominator shall be such current market price per share of Common Stock
        less the fair market value (as determined by the Directors, whose
        determination shall be conclusive) of that portion of such evidences of
        indebtedness or stock or other securities or assets so distributed or of
        such subscription rights or warrants applicable to one share of Common
        Stock. Such adjustment shall be made whenever such distribution is made
        or such rights or warrants are issued, as the case may be, and upon such
        distribution or issuance shall become effective immediately after the
        record date for the determination of shareholders entitled to receive
        such distribution or rights or warrants. For purposes of this
        subparagraph (B), consolidated earnings or consolidated earned surplus
        shall be computed by adding thereto all charges against consolidated
        earned surplus on account of dividends paid in shares of Common Stock in
        respect of which an adjustment has been made pursuant to subparagraph
        (A) of this Section 7, all as determined by the independent public
        accountants then regularly auditing the accounts of the Corporation,
        whose determination shall be conclusive.
 
             (C) In case the Corporation shall at any time after June 10, 1968
        issue rights or warrants to all holders of Common Stock entitling them
        (for a period expiring within 60 days after the record date for
        determination of shareholders entitled to receive such rights or
        warrants) to subscribe for or purchase shares of Common Stock at a price
        per share less than the current market price per share of Common Stock
        (as defined in subparagraph (D) of this Section 7) at such record date,
        the number of shares of Common Stock into which each share of Series 3
        shall thereafter be convertible shall be determined by multiplying the
        number of shares of Common Stock into which such shares of Series 3 were
        theretofore convertible by a fraction, of which the numerator shall be
        the number of shares of Common Stock outstanding on the date of issuance
        of such rights or warrants plus the number of additional shares of
        Common Stock offered for subscription or purchase and of which the
        denominator shall be the number of shares of Common Stock outstanding on
        the date of issuance of such rights or warrants plus the number of
        shares of Common Stock which the aggregate offering price of the total
        number of shares so offered would purchase at such current market price.
        Such adjustment shall be made whenever such rights or warrants are
        issued and upon such issuance shall
 
                                       18
<PAGE>   20
 
        become effective immediately after the record date for the determination
        of shareholders entitled to receive such rights or warrants.
 
             (D) For the purpose of any computation under subparagraph (B) or
        (C) of this Section 7, the current market price per share of Common
        Stock at any date shall be deemed to be the average of the daily closing
        prices for the thirty consecutive business days commencing forty-five
        business days before the day in question. The closing price for each day
        shall be the last reported sales price regular way on the relevant
        securities exchange or, if there is no reported sale on such day, the
        mean of the reported closing bid and asked quotations on the relevant
        securities exchange on the day, or, with respect to any such day when
        the Common Stock is not listed on any national securities exchange, the
        mean of the closing bid and asked quotations in the over-the-counter
        market on such day as reported by the National Quotation Bureau or
        similar reporting service. For purposes of this subparagraph (D) and
        subparagraph (E) of this Section 7, "relevant securities exchange" shall
        mean the New York Stock Exchange unless the Common Stock is not then
        listed thereon, in which event it shall mean the principal national
        securities exchange on which the shares of Common Stock are listed or
        admitted to trading as determined by the Corporation, which
        determination shall be conclusive.
 
             (E) The Corporation shall not be required to issue fractional
        shares of Common Stock upon conversion of shares of Series 3. If more
        than one share of Series 3 shall be surrendered for conversion at one
        time by the same holder, the number of full shares of Common Stock
        issuable upon conversion thereof shall be computed on the basis of the
        aggregate number of shares so surrendered. If any fractional interest in
        a share of Common Stock would be deliverable upon the conversion of any
        shares of Series 3, the Corporation shall in lieu of delivering the
        fractional share therefor make an adjustment therefor in cash at the
        market value thereof. For such purpose, the market value of a share of
        Common Stock shall be the last reported sale price regular way on the
        relevant securities exchange on the last business day prior to the
        conversion date when the relevant securities exchange is open, or, if
        there is no reported sale on such day, the mean of the reported closing
        bid and asked quotations on the relevant securities exchange on that
        day, or, if the Common Stock is not then listed on any national
        securities exchange, the mean of the closing bid and asked quotations in
        the over-the-counter market on that day as reported by the National
        Quotation Bureau or similar reporting service. This subparagraph (E)
        shall not apply for purposes of making adjustments under subparagraphs
        (A), (B) and (C) of this Section 7.
 
             (F) No adjustment in the number of shares of Common Stock into
        which each share of Series 3 is convertible shall be required unless
        such adjustment would require an increase or decrease of at least
        1/1000th of a share in the number of shares of Common Stock into which
        such share is then convertible; provided, however, that any adjustments
        which by reason of this subparagraph (F) are not required to be made
        shall be carried forward and taken into account in any subsequent
        adjustment.
 
             (G) Whenever any adjustment is required in the shares into which
        each share of Series 3 is convertible, the Corporation shall forthwith
        keep available at each of its transfer agencies at which Series 3 is
        convertible a statement describing in reasonable detail the adjustment
        and the method of calculation used. The Corporation shall also cause a
        notice, stating that such adjustment has been effected and setting forth
        the adjusted conversion price, to be published at least once in a
        newspaper printed in the English language and customarily published at
        least once a day for at least five days in each calendar week which
        shall be of general circulation in the Borough of Manhattan, the City of
        New York (herein called an "Authorized Newspaper").
 
             (H) As evidence of the kind and amount of stock or other
        securities, cash or property into which shares of Series 3 shall be
        convertible, or as to the appropriate adjustments of the conversion rate
        applicable with respect thereto, each transfer agent of Series 3 may
        accept the certificate of any firm of independent public accountants
        (who may be the regular auditors retained by the Corporation) with
        respect thereto, who as to questions of law may request and rely upon an
        opinion of counsel (who may be counsel for the Corporation) and in the
        absence of bad faith upon the part
 
                                       19
<PAGE>   21
 
        of the transfer agent, it may conclusively rely thereon, and shall not
        be responsible or accountable to any holder of shares of Series 3 for
        any provision in conformity therewith, or approved by such firm of
        independent public accountants.
 
          (d) The Corporation shall at all times reserve and keep available out
     of the authorized but unissued shares of Common Stock the full number of
     shares of Common Stock into which all shares of Series 3 from time to time
     outstanding are convertible, but shares of Common Stock held in the
     treasury of the Corporation may in its discretion be delivered upon any
     conversion of shares of Series 3.
 
          (e) The issue of stock certificates on conversions of shares of Series
     3 shall be without charge to the converting shareholder for any tax in
     respect of the issue thereof. The Corporation shall not, however, be
     required to pay any tax which may be payable in respect of any transfer
     involved in the issue and delivery of shares in any name other than that of
     the holder of the shares of Series 3 converted, and the Corporation shall
     not be required to issue or deliver any such stock certificate unless and
     until the person or persons requesting the issue thereof shall have paid to
     the Corporation the amount of such tax or shall have established to the
     satisfaction of the Corporation that such tax has been paid.
 
          (f) In case the total amount of cash dividends paid by the Corporation
     in any quarter-annual period on the number of shares of Common Stock into
     which each share of Series 3 shall be convertible at the time of such
     payment exceeds $1.125, it shall cause notice thereof to be published at
     least once in an Authorized Newspaper.
 
                                  DIVISION C-4
                          Express Terms of Cumulative
                Redeemable Serial Preference Stock II, Series 4
 
     There is hereby established a fourth series of Serial Preference Stock II
to which the following provisions shall be applicable:
 
          SECTION 1. Designation of Series.  The series shall be designated
     "Cumulative Redeemable Serial Preference Stock II, Series 4" (herein called
     "Series 4").
 
          SECTION 2. Number of Shares.  The number of shares of Series 4 is
     1,145,000, which number from time to time may be increased or decreased
     (but not below the number of shares of the series then outstanding) by the
     Directors.
 
          SECTION 3. Dividends.
 
          (a) The holders of record of shares of Series 4 shall be entitled to
     receive, when and as declared by the Directors in accordance with the terms
     hereof, out of funds legally available for the purpose, cumulative
     quarterly dividends payable in cash on the first day of January, April,
     July and October in each year (each such date being referred to herein as a
     "Quarterly Dividend Payment Date"), commencing on the first Quarterly
     Dividend Payment Date after the first issuance of any shares of Series 4 or
     any fraction of a share of Series 4, in an amount per share (rounded to the
     nearest cent) equal to the lesser of (i) $100.00 and (ii) subject to the
     provision for adjustment hereinafter set forth, 100 times the aggregate per
     share amount of all cash dividends, and 100 times the aggregate per share
     amount (payable in kind) of all non-cash dividends or other distributions
     (other than a dividend payable in shares of Common Stock, or a subdivision
     of the outstanding shares of Common Stock, by reclassification or
     otherwise), declared on the shares of Common Stock since the immediately
     preceding Quarterly Dividend Payment Date, or, with respect to the first
     Quarterly Dividend Payment Date, since the first issuance of any shares of
     Series 4 or any fraction of a share of Series 4. In the event the
     Corporation shall at any time declare or pay any dividend on the Common
     Stock payable in shares of Common Stock, or effect a subdivision or
     combination or consolidation of the outstanding shares of Common Stock (by
     reclassification or otherwise than by payment of a dividend in shares of
     Common Stock) into a greater or lesser number of shares of Common Stock,
     then in each such case the amount to which holders of shares of Series 4
     were entitled immediately prior to such event under clause (ii) of the
     preceding sentence shall be adjusted by multiplying such amount by a
     fraction, the numerator of which is the number of shares of
 
                                       20
<PAGE>   22
 
     Common Stock outstanding immediately after such event and the denominator
     of which is the number of shares of Common Stock that were outstanding
     immediately prior to such event.
 
          (b) Dividends shall begin to accrue and be cumulative on outstanding
     shares of Series 4 from the Quarterly Dividend Payment Date next preceding
     the date of issue of such shares of Series 4, unless the date of issue of
     such shares is prior to the record date for the first Quarterly Dividend
     Payment Date, in which case dividends on such shares shall begin to accrue
     from the date of issue of such shares, or unless the date of issue is a
     Quarterly Dividend Payment Date or is a date after the record date for the
     determination of holders of shares of Series 4 entitled to receive a
     quarterly dividend and before such Quarterly Dividend Payment Date, in
     either of which events such dividends shall begin to accrue and be
     cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid
     dividends shall not bear interest. No dividends shall be paid upon or
     declared and set apart for any shares of Series 4 for any dividend period
     unless at the same time a dividend for the same dividend period, ratably in
     proportion to the respective annual dividend rates fixed therefor, shall be
     paid upon or declared and set apart for all Serial Preference Stock II of
     all series then outstanding and entitled to receive such dividend. The
     Directors of the Corporation may fix a record date for the determination of
     holders of shares of Series 4 entitled to receive payment of a dividend or
     distribution declared thereon, which record date shall be no more than 40
     days prior to the date fixed for the payment thereof.
 
          SECTION 4. Redemption Rights.  Subject to the provisions of Section
     6(b)(iii) of Division C of Article Fourth hereof and in accordance with the
     provisions of Section 4 of Division C of Article Fourth hereof, the shares
     of Series 4 shall be redeemable from time to time at the option of the
     Directors of the Corporation, as a whole or in part, at any time, at a
     redemption price per share equal to 100 times the then applicable Purchase
     Price as defined in that certain rights agreement, dated as of April 24,
     1996 between the Corporation and its rights agent (the "Rights Agreement"),
     as the same may be amended from time to time in accordance with its terms,
     subject to adjustment from time to time as provided in the Rights
     Agreement. Copies of the Rights Agreement are available from the
     Corporation upon request. In the event less than all of the outstanding
     shares of Series 4 are to be redeemed, the Corporation shall select by lot
     the shares so to be redeemed in such manner as shall be prescribed by the
     Directors of the Corporation.
 
          SECTION 5. Liquidation Rights.
 
          (a) In the event of any voluntary or involuntary liquidation,
     dissolution or winding up of the affairs of the Corporation (hereinafter
     referred to as a "Liquidation"), no distribution shall be made to the
     holders of shares of stock ranking junior (either as to dividends or upon
     Liquidation) to the shares of Series 4, unless, prior thereto, the holders
     of shares of Series 4 shall have received at least an amount per share
     equal to 100 times the then applicable Purchase Price as defined in the
     Rights Agreement, as the same may be amended from time to time in
     accordance with its terms, subject to adjustment from time to time as
     provided in the Rights Agreement, plus an amount equal to accrued and
     unpaid dividends and distributions thereon, whether or not earned or
     declared, to the date of such payment, provided that the holders of shares
     of Series 4 shall be entitled to receive at least an aggregate amount per
     share, subject to the provision for adjustment hereinafter set forth, equal
     to 100 times the aggregate amount to be distributed per share to holders of
     shares of Common Stock (the "Series 4 Liquidation Preference").
 
          (b) In the event, however, that the net assets of the Corporation are
     not sufficient to pay in full the amount of the Series 4 Liquidation
     Preference and the liquidation preferences of all other series of Serial
     Preference Stock II, if any, which rank on a parity with the shares of
     Series 4 as to distribution of assets in Liquidation, all shares of Series
     4 and of such other series of Serial Preference Stock II shall share
     ratably in the distribution of assets (or proceeds thereof) in Liquidation
     in proportion to the full amounts to which they are respectively entitled.
 
          (c) In the event the Corporation shall at any time declare or pay any
     dividend on the shares of Common Stock payable in shares of Common Stock,
     or effect a subdivision or combination or consolidation of the outstanding
     shares of Common Stock (by reclassification or otherwise than by payment of
     a dividend in shares of Common Stock) into a greater or lesser number of
     shares of Common Stock, then in each such case the amount to which holders
     of shares of Series 4 were entitled
 
                                       21
<PAGE>   23
 
     immediately prior to such event pursuant to the proviso set forth in
     paragraph (a) above, shall be adjusted by multiplying such amount by a
     fraction, the numerator of which is the number of shares of Common Stock
     outstanding immediately after such event and the denominator of which is
     the number of shares of Common Stock that were outstanding immediately
     prior to such event.
 
          (d) The merger or consolidation of the Corporation into or with any
     other corporation, or the merger of any other corporation into it, or the
     sale, lease or conveyance of all or substantially all of the property or
     business of the Corporation, shall not be deemed to be a Liquidation for
     the purposes of this Section 5.
 
          SECTION 6. Conversion Right.  The shares of Series 4 shall not be
     convertible into shares of Common Stock.
 
                                   DIVISION D
                         Express Terms of Common Stock
 
          The Common Stock shall be subject to the express terms of the Serial
     Preference Stock and any series thereof and to the express terms of the
     Serial Preference Stock II and any series thereof. Each share of Common
     Stock shall be equal to every other share of Common Stock; and the holders
     thereof shall be entitled to one vote for each share of such stock on all
     questions presented to the shareholders.
 
          The holders of shares of Common Stock shall have no pre-emptive right
     to purchase or have offered to them for purchase any shares of Common Stock
     or other securities of the Corporation whether now or hereafter authorized.
 
     Fifth: The Corporation may from time to time, pursuant to authorization by
its Board of Directors and without action by the shareholders, purchase or
otherwise acquire shares of the Corporation of any class; subject, however, to
such limitation or restriction, if any, as is contained in the express terms of
any class of shares of the Corporation outstanding at the time of such purchase
or acquisition.
 
     Sixth: Any and every statute of Ohio hereafter enacted whereby the rights,
powers or privileges of corporations or of the shareholders of corporations
organized under the laws of Ohio are increased or diminished or in any way
affected, or whereby effect is given to the action taken by any number, less
than all, of the shareholders of any such corporation, shall apply to the
Corporation and shall be binding not only upon the Corporation but upon every
shareholder of the Corporation to the same extent as if such statute had been in
force on October 31, 1958, the time of merger of The Ramo-Wooldridge Corporation
into the Corporation.
 
     Seventh: These Amended Articles of Incorporation shall supersede and take
the place of the heretofore existing Articles of Incorporation of the
Corporation and all amendments thereto.
 
                                       22