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                                                                   Exhibit 3A


             SECOND AMENDED AND RESTATED ARTICLES OF INCORPORATION
                                       OF
                               BRUSH WELLMAN INC.


              FIRST: The name of the Corporation shall be BRUSH WELLMAN INC.

              SECOND: The place in the State of Ohio where its principal office
is to be located is the City of Cleveland, Cuyahoga County.

              THIRD: The purpose or purposes for which it is formed are:

              1. To engage in, and exploit the results of; scientific research.

              2. To acquire, own, lease, work and operate mines, and to deal in
minerals, and to produce or cause to be produced products therefrom.

              3. To manufacture, buy or otherwise acquire, own, mortgage,
pledge, sell, assign, lease, license, or otherwise dispose of; import, export,
trade and deal in and with goods, wares, merchandise, and personal property of
every kind and description.

              4. To secure, register, purchase, lease or otherwise acquire,
hold, use, own, operate and introduce, and sell, assign, or otherwise dispose
of; any trademarks, trade names, copyrights, patents, inventions, improvements
and processes, whether used in connection with or secured under letters patent
of the United States or elsewhere, or otherwise, and to use, exercise, develop
and grant licenses in respect of; or otherwise turn to account any such
trademarks, copyrights, patents, licenses, processes and the like, or any
property or rights.

              5. To acquire, own, hold, dispose of; and generally deal in bonds,
debentures, notes, stocks, mortgages, choses in action and intangible property
of every nature.

              6. To purchase, lease, or otherwise acquire, own, improve,
operate, lease, mortgage, sell, or otherwise dispose of; real property, and
interests therein, and to construct, erect, equip, manufacture, occupy, conduct,
manage, repair, improve, lease, mortgage, sell, or otherwise dispose of;
fixtures, mills, residences, buildings, and structures of all kinds.

              7. To carry on and transact any of the foregoing purposes as
principal, agent or broker.

              8. To the same extent and as fully as natural persons might
lawfully or could do, to do all and every lawfiil act and thing and to enter
into, make and perform contracts of every kind, without limitation as to amount,
necessary, suitable or convenient and proper for the accomplishment of any of
the purposes or the performance of any of the objects or incidental to any of
the powers hereinbefore enumerated or which at any time shall appear conducive
or expedient for the protection or benefit of the Corporation; the enumeration
of specific powers not being a limitation or restriction in any manner of the
general powers of the Corporation.

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              9. To do all or any of such acts or things and exercise any of
such powers in the State of Ohio, other states, the District of Columbia, the
territories, colonies, and possessions of the United States, and in any foreign
countries, to comply with the requirements of laws of such other jurisdictions
to enable it to do business therein, and to maintain such offices, branches or
plants either within or without the State of Ohio as may be convenient.

              FOURTH: The authorized number of shares of the Corporation is
50,000,000 consisting of 5,000,000 shares of Serial Preferred Stock, without par
value, and 45,000,000 shares of Common Stock of the par value of $1 per share.
All authorized but unissued shares of Common Stock of the Corporation shall be
free from preemptive rights of shareholders to subscribe for and purchase any
part thereof, and may be disposed of by the Board of Directors of the
Corporation at any time or from time to time for such consideration not less
than the par value thereof as may be fixed by the Board of Directors.

                                   DIVISION A

                   EXPRESS TERMS OF THE SERIAL PREFERRED STOCK

              Section 1. The Serial Preferred Stock may be issued form time to
time in one or more series. All shares of Serial Preferred Stock shall be of
equal rank and shall be identical, except in respect of the matters that may be
fixed by the Board of Directors as hereinafter provided, and each share of each
series shall be identical with all other shares of such series, except as to the
date from which dividends are cumulative. Subject to the provisions of Section 2
to 8, both inclusive, of this Division A, which provisions shall apply to all
Serial Preferred Stock, the Board of Directors hereby is authorized to cause
such shares to be issued in one or more series, and with respect to each such
series, prior to the issuance thereof, to fix:

              (a) The designation of the series which may be by distinguishing
       number, letter or title.

              (b) The number of shares of the series, which number the Board of
       Directors may (except where otherwise provided in the creation of the
       series) increase or decrease (but not below the number of shares thereof
       then outstanding).

              (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 voluntary or involuntary liquidation, dissolution or winding up of
       the affairs of the Corporation.

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              (h) Whether the shares of the series shall be convertible into
       Common Stock, and, if so, the conversion price or prices, any adjustments
       thereof; and all other terms and conditions upon which such conversion
       may be made.

              (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 fixing, with respect to each such
series, the matters described in clauses (a) to (i), both inclusive, of this
Section 1.

              Section 2. The holders of Serial Preferred Stock of each series,
in preference to the holders of Common Stock and of any other class of shares
ranking junior to the Serial Preferred Stock, shall be entitled to receive out
of any funds legally available 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 afier the date or dates fixed with
respect to such series. No dividends may be paid upon or declared or set apart
for any of the Serial Preferred Stock for any quarterly dividend period unless
at the same time 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 Preferred
Stock of all series then issued and outstanding and entitled to receive such
dividend.

              Section 3. In no event so long as any Serial Preferred Stock shall
be outstanding shall any dividends, except a dividend payable in Common Stock or
other shares ranking junior to the Serial Preferred Stock, be paid or declared
or any distribution be made except as aforesaid n the Common Stock or any other
shares ranking junior to the Serial Preferred Stock, nor shall y Common Stock or
any other shares ranking junior to the Serial Preferred Stock be purchased,
retired, or otherwise acquired by the Corporation (except out of the proceeds of
the sale of Stock or other shares ranking junior to the Serial Preferred Stock
received by the Corporation subsequent to March 31, 1968):

              (a) Unless all accrued and unpaid dividends on Serial Preferred
       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 Preferred 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.

              Section 4. (a) Subject to the express terms of each series and to
the provisions of Section 6(b) (iii) of this Division, the Corporation may from
time to time redeem all or any part of the Serial Preferred 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


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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 an amount equal to all dividends accrued
and unpaid thereon (whether or not such dividends shall have been earned or
declared) to the redemption date.

              (b) Notice of every such redemption shall be mailed, postage
prepaid, to the holders of record of the Serial Preferred Stock to be redeemed
at their respective addresses then appearing on the books of the Corporation,
not less than 30 days nor more than 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 Preferred Stock to be redeemed, together with accrued and unpaid
dividends thereon to the redemption date, with any bank or trust company in
Cleveland, Ohio, or New York, New York, having capital and surplus of more than
$5,000,000, named in such notice, and direct that such deposited amount be paid
to the respective holders of the shares of Serial Preferred Stock so to be
redeemed, upon surrender of the stock certificate or certificates held by such
holders. Upon the giving of such notice and the making of such deposit, such
holders shall cease to be shareholders with respect to such shares and shall
have no interest in or claim against the Corporation with respect to such shares
except only to receive such money from such bank or trust company without
interest or the right to exercise any unexpired privileges of conversion. In
case less than all of the outstanding shares of Serial Preferred Stock are to be
redeemed, the Corporation shall select pro rata or 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 Preferred 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 Preferred Stock which are redeemed by the
Corporation pursuant to the provisions of this Section 4 and any shares of
Serial Preferred Stock which are purchased and delivered in satisfaction of any
sinking fund requirements provided for shares of such series and any shares of
Serial Preferred Stock which are converted in accordance with the express terms
thereof shall be cancelled and not reissued. Any shares of Serial Preferred
Stock otherwise acquired by the Corporation shall resume the status of
authorized and unissued shares of Serial Preferred Stock without serial
designation.

              Section 5. (a) The holders of Serial Preferred Stock of any series
shall, in case of voluntary or involuntary 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 Preferred Stock, the amounts fixed with respect to
shares of such series in accordance with Section 1 of this Division plus in any
such event an amount equal to all dividends accrued and unpaid thereon (whether
or not such dividends shall have been eamed or declared) 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


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available therefor are insufficient to permit the payment upon all outstanding
shares of Serial Preferred Stock of the full preferential amount to which they
are respectively entitled, then such net assets shall be distributed ratably
upon outstanding shares of Serial Preferred Stock in proportion to the full
preferential amount to which each such share is entitled.

              After payment to holders of Serial Preferred Stock of the full
preferential amounts as aforesaid, holders of Serial Preferred Stock as such
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 or business
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 Preferred Stock shall be
entitled to one vote for each share of such stock upon all matters presented to
the shareholders; and, except as otherwise provided herein or required by law,
the holders of Serial Preferred Stock and the holders of Common Stock shall vote
together as one class on all matters. No adjustment of the voting rights of the
holders of Serial Preferred Stock shall be made in the event of an increase or
decrease in the number of shares of Common Stock authorized or issued or in the
event of a stock split or combination of the Common Stock or in the event of a
stock dividend on any class of stock payable solely in Common Stock.

              If; and so often as, the Corporation shall be in default in the
payment of dividends in an amount equivalent to six quarterly dividends (whether
or not consecutive) on any series of Serial Preferred Stock at the time
outstanding, whether or not eamed or declared, the holders of Serial Preferred
Stock of all series, voting separately as a class and in addition to all other
rights to vote for directors, shall thereafter be entitled to elect, as herein
provided, two members of the Board of Directors of the Corporation who shall
serve, except as hereinbelow provided, until the next annual meeting of the
shareholders and until their successors have been elected and qualified:
provided, however, that the holders of shares of Serial Preferred 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
35% of the outstanding shares of Serial Preferred 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 and unpaid dividends on the
Serial Preferred Stock of all series then outstanding shall have been paid,
whereupon the holders of Serial Preferred Stock shall be divested of their
special class voting rights in respect of subsequent elections of directors and
the terms of the directors elected by the holders of the Serial Preferred Stock
shall automatically terminate, subject to the revesting of such special class
voting rights in the event hereinabove specified in this paragraph.

              In the event of default entitling the holders of Serial Preferred
Stock to elect two 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 wntten request of; or may


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be called by, the holders of record of at least 10% of the shares of Serial
Preferred 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, and
the holders of Serial Preferred Stock shall not be entitled, to call such
special meeting if the annual meeting of shareholders shall be held within 90
days after the date of receipt of the foregoing written request from the holders
of Serial Preferred Stock. At any meeting at which the holders of Serial
Preferred Stock shall be entitled to elect directors, the holders of 35% of the
then outstanding shares of Serial Preferred 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 Serial Preferred Stock are entitled to
elect as hereinabove provided. If at any such meeting there shall be less than a
quorum present, the holders of a majority of the shares so present may adjourn
the meeting from time to time without notice other than announcement at the
meeting until a quorum shall attend.

              The two directors who may be elected by the holders of Serial
Preferred Stock pursuant to the foregoing provisions shall be in addition to any
other directors then in office or proposed to be elected otherwise than pursuant
to such provisions, and nothing in such provisions shall prevent any change
otherwise permitted in the total number of directors of the Corporation or
require the resignation of any director elected otherwise than pursuant to such
provisions.

              (b) The affirmative vote or consent of the holders of at least
two-thirds of the shares of Serial Preferred 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 Serial Preferred 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 Preferred Stock are concerned, such action may be
effected with such vote or consent):

              (i) Any amendment, alteration or repeal of any of the provisions
       of the Articles of Incorporation or of the Regulations of the Corporation
       which affects adversely the voting powers, right or preferences of the
       holders of Serial Preferred Stock; provided, however, that, for the
       purpose of this clause (i) only, neither the amendment of the Articles of
       Incorporation so as to authorize or create, or to increase the authorized
       or outstanding amount of; Serial Preferred Stock or of any shares of any
       class ranking on a parity with or junior to the Serial Preferred 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
       Serial Preferred 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 Preferred Stock at the time
       outstanding, only the vote or consent of the holders of at least
       two-thirds of the number of the shares at the time outstanding of the
       series so affected shall be required; or




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              (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
       Preferred Stock: or

              (iii) The purchase or redemption (for sinking fund purposes or
       otherwise) of less than all of the Serial Preferred Stock then
       outstanding except in accordance with a stock purchase offer made to all
       holders of record of Serial Preferred Stock, unless all dividends upon
       all Serial Preferred 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 affirmative vote or consent of the holders of at least a
majority of the shares of Serial Preferred Stock at the time outstanding, given
in person or by proxy in writing or at a meeting called for the purpose at which
the holders of Serial Preferred 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 Preferred Stock are concerned, such action may be effected with such
vote orconsent):

              (i) The consolidation of the Corporation with or its 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 Preferred Stock except the same number of shares
       ranking prior to or on a parity with the Serial Preferred 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 Preferred 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 Preferred Stock or an increase in the authorized number of shares
       of Serial Preferred Stock; or

              (iii) The sale, lease or conveyance by the Corporation of all
       or substantially all of its property or business.

              Section 7. If the shares of any series of Serial Preferred Stock
shall be convertible into Common Stock, then upon conversion of shares of such
series the stated capital of the Common Stock issued upon such conversion shall
be the aggregate par value of the shares so issued having par value, or, in the
case of Shares without par value, shall be an amount equal to the stated capital
represented by each share of Common Stock outstanding at the time of such
conversion multiplied by the number of shares of Common Stock issued upon such
conversion. The stated capital of the Corporation shall be correspondingly
increased or reduced to reflect the difference between the stated capital of the
shares of Serial Preferred Stock so converted and the stated capital of the
Common Stock issued upon such conversion.





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              Section 8. For the purpose of this Division A:

              Whenever reference is made to shares "ranking prior to the Serial
Preferred 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 Preferred Stock; whenever reference is
made to shares "on a parity with the Serial Preferred 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 and as to
distributions in the event of an involuntary liquidation, dissolution or winding
up of the Corporation rank on an equity (except as to the amounts fixed
therefor) with the rights of the holders of Serial Preferred Stock; and whenever
reference is made to shares "ranking junior to the Serial Preferred 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 Preferred Stock.

                                  DIVISION A-1

                        SERIAL PREFERRED STOCK, SERIES A

              Section 1. There is established hereby a series of Serial
Preferred Stock that shall be designated, "Serial Preferred Stock, Series A"
(hereinafter sometimes called this "Series" or the "Series A Preferred Shares")
and that shall have the terms set forth in this Division A-1.

              Section 2. The number of shares of this Series shall be 450,000.

              Section 3. (a) The holders of record of Series A Preferred Shares
shall be entitled to receive, when and as declared by the Board of 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 a Series A Preferred
Share or fraction of a Series A Preferred Share in an amount per share (rounded
to the nearest cent) equal to the lesser of (i) $1.50 or (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
Common Stock (by reclassification or otherwise), declared on the Common Stock
since the immediately preceding Quarterly Dividend Payment Date, or, with
respect to the first Quarterly Dividend Payment Date, since the first issuance
of any Series A Preferred Share or fraction of a Series A Preferred Share. In
the event the Corporation shall at any time declare or pay any dividend on the
Common Stock payable in 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 Common Stock) into a greater or
lesser number of shares of Common Stock, then in each such case the amount to
which holders of Series A Preferred Shares were entitled immediately prior to
such


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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 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 Series A Preferred Shares from the Quarterly Dividend Payment Date
next preceding the date of issue of such Series A Preferred Shares, 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 A Preferred Shares 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 Series A Preferred Shares 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 Preferred Stock of all series then outstanding and entitled
to receive such dividend. The Board of Directors may fix a record date for the
determination of holders of Series A Preferred Shares 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. Subject to the provisions of Section 6(b)(iii)
ofDivisionA and in accordance with Section 4 of Division A, the Series A
Preferred Shares shall be redeemable from time to time at the option of the
Board of Directors of the Corporation, as a whole or in part, at any time at a
redemption price per share equal to one hundred times the then applicable
Purchase Price as defined in that certain Rights Agreement, dated as of January
27, 1998, between the Corporation and National City Bank, N.A. (the "Rights
Agreement"), as the same may from time to time be amended in accordance with its
ternis, which Purchase Price is $110 as of January 27, 1998, subject to
adjustment from time to time as provided in the Rights Agreement. Copies of the
Rights Agreement are available from the Company upon request. In the event that
fewer than all of the outstanding Series A Preferred Shares are to be redeemed,
the number of shares to be redeemed shall be as determined by the Board of
Directors and the shares to be redeemed shall be selected pro rata or by lot in
such manner as shall be determined by the Board of Directors.

              Section 5. (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 Series A Preferred Shares, unless, prior thereto, the
holders of Series A Preferred Shares shall have received at least an amount per
share equal to one hundred times the then applicable Purchase Price as defined
in the Rights Agreement, as the same may be from time to time amended in
accordance with its terms, which Purchase Price is $110 as of January 27, 1998,
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


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or declared, to the date of such payment, provided that the holders of shares of
Series A Preferred Shares shall be entitled to receive 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 Common
Stock (the "Series A Liquidation Preferences").

              (b) In the event, however, that the net assets of the Corporation
are not sufficient to pay in full the amount of the Series A Liquidation
Preference and the liquidation preferences of all other series of Serial
Preferred Stock, if any, which rank on a parity with the Series A Preferred
Shares as to distribution of assets in Liquidation, all shares of this Series
and of such other Serial Preferred Stock 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 Common Stock payable in Common Stock, or effect a
subdivision or combination or consolidation of the outstanding Common Stock (by
reclassification or otherwise than by payment of a dividend in Common Stock)
into a greater or lesser number of shares of Common Stock, then in each such
case the amount to which holders of Series A Preferred Shares were entitled
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 the property or business
of the Corporation, shall not be deemed to be a Liquidation for the purposes of
this Section 5.

              Section 6. The Series A Preferred Shares shall not be convertible
into Common Stock.

              FIFTH: The Corporation may from time to time, pursuant to
authorization by the Board of Directors and without action by shareholders,
purchase or otherwise acquire shares of the Corporation of any class or classes
in such manner, upon such terms and in such amounts as the Board of Directors
shall determine.

              SIXTH: Notwithstanding any provision of the Ohio Revised Code now
or hereafter in force requiring for any purpose the vote, consent, waiver or
release of the holders of shares entitling them to exercise two-thirds, or any
other proportion, of the voting power of the Corporation or of any class or
classes of shares thereof; such action, unless otherwise expressly required by
statute or by the Articles of the Corporation, may be taken by the vote,
consent, waiver or release of the holders of shares entitling them to exercise a
majority of the voting power of the Corporation or of such class or classes.

              SEVENTH: Section 1. In addition to any affirmative vote required
by law or these Articles of Incorporation, any Related Party Transaction shall
require the affirmative vote


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of not less than both a majority of the Corporation's outstanding Voting Stock
and a majority of the portion of the Corporation's outstanding Voting Stock
excluding the Voting Stock owned by the Related Party involved in the Related
Party Transaction. In the event of any inconsistency between this Article
Seventh and any other provision of these Articles of Incorporation, this Article
Seventh shall govern.

              Section 2. The provisions of Section 1 of this Article Seventh
shall not be applicable to Related Party Transactions in which (a) the aggregate
amount of the cash and the fair market value of consideration other than cash
received per share by holders of outstanding shares of each class or series of
Voting Stock of the Corporation who receive cash or other consideration in the
Related Party Transaction is not less than the highest per share price (with
appropriate adjustments for recapitalizations and for stock splits, stock
dividends, and other distributions) paid by the Related Party in acquiring any
of its holdings of each class or series of such Voting Stock and (b) the form of
consideration received by holders of shares of each class or series of such
Voting Stock in cash or the same form of the consideration used by the Related
Party to acquire the largest percentage of each class or series of such Voting
Stock owned by the Related Party.

              Section 3. The provisions of Section 1 of this Article Seventh
shall not be applicable to any Related Party Transaction expressly approved by a
majority vote of the Continuing Directors of the Corporation.

              Section 4. For the purpose of this Article Seventh:

              (a) The term "Related Party Transaction" shall mean (i) any merger
       or consolidation of the Corporation or a Subsidiary with a Related Party,
       irrespective of which party, if either, is the surviving party, (ii) any
       sale, purchase, lease, exchange, transfer, or other transaction (or
       series of transactions) between the Corporation or a Subsidiary and a
       Related Party involving the acquisition or disposition of assets for
       consideration of $5,000,000 or more in value (except transactions in the
       ordinary course of business), (iii) the issuance or transfer of any
       securities of the Corporation or of a Subsidiary to a Related Party
       (other than an issuance or transfer of securities which is effected on a
       pro rata basis to all shareholders of the Corporation), (iv) any
       reclassification of securities of the Corporation (including any reverse
       stock split) or any recapitalization or other transaction involving the
       Corporation or its Subsidiaries that would have the effect of increasing
       the voting power of a Related Party, except for any mandatory redemption
       required by the terms of outstanding securities, and (v) the adoption of
       any plan or proposal for the liquidation or dissolution of the
       Corporation in favor of which a Related Party votes its Voting Stock.

              (b) The term "Related Party" shall mean (i) any individual,
corporation, partnership, or other person, group or entity which, together with
its Affiliates and Associates, is the beneficial owner often percent (10%) or
more but less than ninety percent (90%) of the Voting Stock of the Corporation
or (ii) any such Affiliate or Associate.




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<PAGE>   12

              (c) A person shall be a "beneficial owner" of any shares of Voting
Stock:

              (1) Which such person or any of its Affiliates or Associates
       beneficially owns, directly or indirectly; or

              (2) Which such person or any of its Affiliates or Associates has
       (i) the right to acquire (whether such right is exercisable immediately
       or only after the passage of time) pursuant to any agreement, arrangement
       or understanding or upon the exercise of conversion rights, exchange
       rights, warrants or options, or otherwise, or (ii) the right to vote
       pursuant to any agreement, arrangement or understanding; or

              (3) Which are beneficially owned, directly or indirectly, by any
       other person with which such person or any of its Affiliates or
       Associates has any agreement, arrangement or understanding for the
       purpose of acquiring, holding, voting or disposing of any shares of
       Voting Stock.

              (d) The terms "Affiliate" and "Associate" shall have the
respective meanings ascribed to such terms in Rule 1 2b-2 of the General Rules
and Regulations under the Securities Exchange Act of 1934, as in effect on April
22, 1986.

              (e) The term "consideration other than cash" as used in Section
2(a) of this Article Seventh shall include, without limitation, Voting Stock of
the Corporation retained by its existing shareholders in the event of a merger
or consolidation with a Related Party in which the Corporation is the surviving
corporation.

              (f) The term "Subsidiary" shall mean any Affiliate of the
Corporation more than fifty percent (50%) of the outstanding securities of which
representing the right, other than as affected by events of default, to vote for
the election of directors is owned by the Corporation or by another Subsidiary
(or both).

              (g) The term "Voting Stock" shall mean all securities of the
Corporation entitled to vote generally in the election of directors.

              (h) The term "Continuing Director" shall mean a director who
either (i) was a member of the Board of Directors of the Corporation immediately
prior to the time that the Related Party involved in a Related Party Transaction
became a Related Party, or (ii) was designated (before his or her initial
election as a director) as a Continuing Director by a majority of the then
Continuing Directors.

              Section 5. A majority of the Continuing Directors shall have the
power and duty to determine conclusively for the purposes of this Article
Seventh, on the basis of information known to them, (a) whether a person is a
Related Party, (b) whether a person is an Affiliate or Associate of another, (c)
whether a transaction between the Corporation or a Subsidiary and a Related
Party involves the acquisition or disposition of assets for consideration of
$5,000,000 or more in value, (d) the fair market value of consideration other
than cash received by holders of

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<PAGE>   13


Voting Stock in a Related Party Transaction, and (e) such other matters with
respect to which a determination or interpretation is required under this
Article Seventh.

              Section 6. Nothing contained in this Article Seventh shall be
construed to relieve any Related Party from any fiduciary or other obligation
imposed by law.

              Section 7. Notwithstanding any other provision of these Articles
of Incorporation or the Regulations of the Corporation or any provision of law
which might otherwise permit a lesser vote, but in addition to any affirmative
vote of the holders of any particular class or series of stock required by law,
these Articles of Incorporation or the Regulations of the Corporation, the
affirmative vote of the holders of at least sixty-six and two-thirds percent
(66-2/3%) of the Corporation's Voting Stock, voting as a single class, shall be
required to alter, amend or adopt any provision inconsistent with or repeal this
Article Seventh.

              EIGHTH: These Second Amended and Restated Articles of
Incorporation supersede and take the place of the heretofore existing Amended
Articles of Incorporation of the Corporation and all amendments thereto.


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