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                                                                      EXHIBIT 3A


              SECOND AMENDED AND RESTATED ARTICLES OF INCORPORATION
                                       OF
                          THE STANDARD PRODUCTS COMPANY


                  FIRST:   The name of said corporation shall be THE STANDARD
PRODUCTS COMPANY.

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

                  THIRD:   The purpose or purposes for which the corporation is
formed are:

                           (a) To produce, manufacture, buy, sell and otherwise
                  deal in automobile specialties, parts and accessories, or any
                  of them.

                           (b) To manufacture, fabricate, process, buy, sell,
                  and otherwise deal in all kinds, forms, combinations and
                  products of iron, steel, wood and other metals and materials,
                  or any of them, and all or any articles consisting, or partly
                  consisting, of iron, steel, wood and other metals or
                  materials, or either, or any of them.

                           (c) To undertake, conduct, assist, promote and
                  participate in every kind of commercial, industrial,
                  manufacturing, mercantile or mining enterprise, business,
                  undertaking, venture, or operation in any state, territory,
                  dependency or colony of the United States, or its insular
                  possessions, or in the District of Columbia, or in any foreign
                  country.

                           (d) To acquire by purchase or otherwise, and to own,
                  hold, improve, develop, maintain, use, lease, sell, convey,
                  transfer, mortgage, guarantee, pledge, exchange or otherwise
                  deal in or dispose of real and personal property, tangible or
                  intangible, of any character whatsoever, including but not by
                  way of limitation, letters patent, patent rights, copyrights,
                  licenses and franchises, and any or all interests or rights
                  therein, without any limitation, to the extent that the same
                  may be permitted by law.

                           (e) To purchase, apply for, register, obtain or
                  otherwise acquire, and to hold, own, use, operate, develop and
                  introduce and sell, lease, assign, pledge or in any manner
                  dispose of and in any manner deal with and contract with
                  reference to applications for letters patent, patents,





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                  patent rights, patented processes, designs and similar rights,
                  copyrights, trade-marks, trade-names and similar rights
                  granted by the United States or any other Government or
                  country, or any interest therein, or any inventions, and to
                  acquire, own, use, or in any manner dispose of any and all
                  inventions, improvements and processes, labels, designs,
                  marks, brands or other rights, and to work, operate or develop
                  the same.

                           (f) To acquire by purchase, subscription or
                  otherwise, and to own, hold, invest in, sell, negotiate,
                  assign, exchange, dispose of, transfer, pledge, hypothecate,
                  mortgage, guarantee, deal in, lend or borrow money upon all
                  forms and kinds of securities, shares of stock, scrip, bonds,
                  coupons, debentures, mortgages, notes, commercial paper, trust
                  certificates, land trust certificates, certificates of
                  interest, certificates of deposit, certificates of
                  indebtedness, bills receivable, accounts receivable, contract
                  obligations, investments, warrants, and interim receipts and
                  certificates, issued or created by, or claims against any
                  person, firm, corporation, joint stock company, trust or
                  association, public or private, wherever or however organized
                  or created, or any nation, state, municipality or political
                  subdivision thereof, and to issue in exchange therefor in any
                  manner permitted by law, shares of the capital stock, bonds or
                  other obligations of this corporation; and while the holder or
                  owner of any of such securities or property, to possess and
                  exercise in respect thereof any and all rights, powers and
                  privileges of ownership, including all voting, consenting or
                  other rights in or in respect thereof.

                           (g) To promote, carry on or participate with others
                  in the organization, merger, consolidation, financing,
                  liquidation, realization or reorganization of corporations,
                  partnerships or associations engaged in any lawful business
                  enterprise; to become interested in or participate with
                  others, in any subscription, underwriting or syndicate, and to
                  enter into contracts, whether alone or with others, for the
                  purchase, issuance and sale of any securities, property or
                  rights.

                           (h) To make, enter into, perform and carry out any
                  arrangements, contracts and/or agreements of every kind, for
                  any lawful purpose, without limit as to amount or otherwise,
                  with any corporation, association, partnership, firm, trustee,
                  syndicate, individual and/or any political or governmental
                  division or subdivision, domestic or foreign; to obtain
                  therefrom or otherwise to acquire by purchase, lease,
                  assignment or otherwise, any powers,




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                  rights, privileges, immunities, franchises, guaranties, grants
                  and concessions; to hold, own, exercise, exploit, dispose of
                  and realize upon the same and to undertake, conduct, operate
                  or participate in any business dependent thereon.

                           (i) To borrow or acquire in any manner permitted by
                  law, money for any of the purposes of this corporation, with
                  or without security, and to mortgage, pledge, hypothecate,
                  encumber in any manner and/or place in the hands of trustees
                  as security for the payment of money borrowed, or the
                  fulfillment of any obligation of this corporation, any or all
                  property and assets which this corporation may own or acquire;
                  to draw, make, accept, endorse, discount and have discounted,
                  execute, issue and deal in every lawful manner in promissory
                  notes, bills of exchange, debentures, bonds, warrants, scrip,
                  drafts and other negotiable or non-negotiable instruments and
                  evidences of indebtedness, and to secure the payment of any
                  thereof together with interest thereon by pledge, mortgage,
                  conveyance or assignment of the whole or any part of the
                  property and assets of this corporation, whether at the time
                  owned or thereafter acquired.

                           (j) To lend money on time or call and with or without
                  collateral security, and to give credit to individuals, firms,
                  corporations, associations, or co-partnerships, and to
                  municipalities, states, nations or any political subdivisions
                  thereof, and to realize upon any property taken by the
                  corporation as collateral security for any loans.

                           (k) To cause or allow the legal title and/or any
                  estate, right or interest in any property, whether real,
                  personal, or mixed, owned, acquired, controlled or operated by
                  the corporation, to remain or to be vested or registered in
                  the name of or operated by any person, firm, association or
                  corporation, domestic or foreign, formed or to be formed,
                  either upon trust for or as agent or nominee of this
                  corporation or upon any other proper terms or conditions which
                  the Board of Directors may consider for the benefit of the
                  corporation.

                           (l) To purchase, hold, sell and transfer the shares
                  of its own capital stock, provided it shall not use its funds
                  or property for the purchase of its own shares of capital
                  stock when such use would cause any impairment of its capital
                  stock except as otherwise permitted in law, and provided
                  further that its own shares of capital stock belonging to it
                  shall not be voted upon, directly or indirectly.




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                           (m) To have one or more offices or plants, to carry
                  on and conduct all or any part of its operations and business,
                  without restriction or limitation as to amount, both within
                  and without the State of Ohio; and this corporation may
                  qualify under the laws of, be domiciled in, and conduct any or
                  all of its business in any City, State, Commonwealth,
                  District, Territory or Colony of the United States, and in any
                  or all foreign countries.

                           (n) To do any one or more of the acts and things
                  expressed in this Article THIRD either as principal or as
                  agent or representative for any other person, firm,
                  association, corporation, Municipality, County, State, body
                  politic, government or dependency thereof.

                           (o) In general to do any and all things herein set
                  forth, and in addition such other acts and things as are
                  incident or conducive to the attainment of the purposes of
                  this corporation, or any of them, to the same extent that
                  natural persons lawfully might or could do in any part of the
                  world, in so far as such acts and things are not inconsistent
                  with the provision of the laws of the State of Ohio; provided,
                  however, that nothing herein contained shall be construed as
                  including in the business and purposes of this corporation,
                  (1) the transacting of the business of banking or the
                  receiving of money on deposit except as agent pending
                  investment thereof for or on account of the principal, or (2)
                  the transaction or conduction of the business of a public
                  utility.

         The objects and purposes specified in the foregoing clauses of this
Article THIRD shall be construed both as objects and powers, and the foregoing
enumeration of specified powers shall not be held to limit or restrict the
powers of the corporation, and are in furtherance of and in addition to, and not
in limitation of, the general powers conferred by the statutes of the State of
Ohio.

                  FOURTH: The authorized number of shares of the corporation is
37,000,000 consisting of 25,000,000 Common Shares, $1.00 par value (hereinafter
called "Common Shares"), 6,000,000 Voting Serial Preferred Shares, without par
value (hereinafter called "Voting Serial Preferred Shares"), and 6,000,000
Non-Voting Serial Preferred Shares, without par value (hereinafter called
"Non-Voting Serial Preferred Shares").


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                                   DIVISION A

         The Voting Serial Preferred Shares shall have the following express
terms:

                  SECTION 1. SERIES. The Voting Serial Preferred Shares may be
         issued from time to time in one or more series. All shares of Voting
         Serial Preferred Shares 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 a series shall be
         identical with all other shares of such series, except as to the dates
         from which dividends shall accrue and be cumulative. All Voting Serial
         Preferred Shares shall rank on a parity with and be identical to all
         Non-Voting Serial Preferred Shares except in respect of (i) the matters
         that may be fixed by the Board of Directors as provided in clauses (a)
         through (i), both inclusive, of this Section and (ii) the voting rights
         and provisions for consents relating to Voting Serial Preferred Shares
         as fixed and determined by Section 5 of this Division. Subject to the
         provisions of Sections 2 through 6, both inclusive, of this Division,
         which provisions shall apply to all Voting Serial Preferred Shares, 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 to
         determine and fix prior to the issuance thereof (and thereafter, to the
         extent provided in clause (b) of this Section) the following:

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

                           (b) The authorized 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 from time to time before or after the issuance
                  thereof (but not below the number of shares thereof then
                  outstanding);

                           (c) The dividend rate or rates of the series,
                  including the means by which such rates may be established;

                           (d) The date or dates from which dividends shall
                  accrue and be cumulative and the dates on which and the period
                  or periods for which dividends, if declared, shall be payable,
                  including the means by which such dates and periods may be
                  established;

                           (e) The redemption rights and price or prices, if 
                  any, for shares of the series;



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                           (f) The terms and amount of the sinking fund, if any,
                  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;

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

                           (i) Restrictions (in addition to those set forth in
                  Subsection 5(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 Amended Articles of Incorporation fixing, with respect to each
such series, the matters described in clauses (a) through (i), both inclusive,
of this Section and is authorized to take such actions with respect thereto as
may be required by law in order to effect such amendments.

                  SECTION 2.  DIVIDENDS.

                           (a) The holders of Voting Serial Preferred Shares of
                  each series, in preference to the holders of Common Shares and
                  of any other class of shares ranking junior to the Voting
                  Serial Preferred Shares, shall be entitled to receive out of
                  any funds legally available for Voting Serial Preferred Shares
                  and Non-Voting Serial Preferred Shares, and when and as
                  declared by the Board of Directors, dividends in cash at the
                  rate or rates for such series fixed in accordance with the
                  provisions of Section 1 of this Division and no more, payable
                  on the dates fixed for such series. Such dividends shall
                  accrue and be cumulative, in the case of shares of each
                  particular series, from and after the date or dates fixed with
                  respect to such series. No dividends shall be paid upon or
                  declared or set apart for any series of the Voting Serial
                  Preferred Shares for any dividend period unless at the same
                  time (1) a like proportionate dividend for the dividend
                  periods terminating on the same or any earlier date, ratably
                  in proportion to the respective dividend rates fixed therefor,
                  shall have been paid upon or declared or set apart for all
                  Voting Serial Preferred Shares of all series then issued and
                  outstanding and entitled to receive such dividend and (2) the
                  dividends payable for the dividend periods terminating on the
                  same or any earlier




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                  date, ratably in proportion to the respective dividend rates
                  fixed therefor, shall have been paid upon or declared or set
                  apart for all Non-Voting Serial Preferred Shares of all series
                  then issued and outstanding and entitled to receive such
                  dividend.

                           (b) So long as any Voting Serial Preferred Shares
                  shall be outstanding no dividend, except a dividend payable in
                  Common Shares or other shares ranking junior to the Voting
                  Serial Preferred Shares, shall be paid or declared or any
                  distribution be made, except as aforesaid, in respect of the
                  Common Shares or any other shares ranking junior to the Voting
                  Serial Preferred Shares, nor shall any Common Shares or any
                  other shares ranking junior to the Voting Serial Preferred
                  Shares be purchased, retired or otherwise acquired by the
                  corporation, except out of the proceeds of the sale of Common
                  Shares or other shares of the corporation ranking junior to
                  the Voting Serial Preferred Shares received by the corporation
                  subsequent to the date of first issuance of Voting Serial
                  Preferred Shares of any series, unless:

                                    (1) All accrued and unpaid dividends on
                           Voting Serial Preferred Shares, including the full
                           dividends for all current dividend periods, shall
                           have been declared and paid or a sum sufficient for
                           payment thereof set apart; and

                                    (2) There shall be no arrearages with
                           respect to the redemption of Voting Serial Preferred
                           Shares 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 3.  REDEMPTION.

                           (a) Subject to the express terms of each series and
                  to the provisions of Subsection 5(c)(6) of this Division, the
                  corporation:

                                    (1) May, from time to time at the option of
                           the Board of Directors, redeem all or any part of any
                           redeemable series of Voting Serial Preferred Shares
                           at the time outstanding at the applicable redemption
                           price for such series fixed in accordance with the
                           provisions of Section 1 of this Division; and

                                    (2) Shall, from time to time, make such
                           redemptions of each series of Voting Serial Preferred
                           Shares as may be required to fulfill the requirements
                           of any sinking fund provided for shares of such
                           series




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                           at the applicable sinking fund redemption price fixed
                           in accordance with the provisions of Section 1 of
                           this Division;

                  and shall in each case pay all accrued and unpaid dividends to
                  the redemption date.

                           (b)      (1) Notice of every such redemption shall be
                           mailed, postage prepaid, to the holders of record of
                           the Voting Serial Preferred Shares 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, or such other time prior thereto as the
                           Board of Directors shall fix for any series pursuant
                           to Section 1 of this Division prior to the issuance
                           thereof. At any time after notice as provided above
                           has been deposited in the mail, the corporation may
                           deposit the aggregate redemption price of Voting
                           Serial Preferred Shares 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 not less than $100,000,000,
                           named in such notice and direct that there be paid to
                           the respective holders of the Voting Serial Preferred
                           Shares so to be redeemed amounts equal to the
                           redemption price of the Voting Serial Preferred
                           Shares so to be redeemed, together with such accrued
                           and unpaid dividends thereon, on surrender of the
                           share certificate or certificates held by such
                           holders; and upon the deposit of such notice in the
                           mail and the making of such deposit of money with
                           such bank or trust company, such holders shall cease
                           to be shareholders with respect to such shares; and
                           from and after the time such notice shall have been
                           so deposited and such deposit of money shall have
                           been so made, such holders shall have no rights or
                           claim against the corporation with respect to such
                           shares, except only the right to receive such money
                           from such bank or trust company without interest or
                           to exercise before the redemption date any unexpired
                           privileges of conversion. In the event less than all
                           of the outstanding Voting Serial Preferred Shares 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 Board of Directors.

                                    (2) If the holders of Voting Serial
                           Preferred Shares which have been called for
                           redemption shall not within six years after such
                           deposit claim the amount 




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                           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 Voting Serial Preferred Shares which are (1)
                  redeemed by the corporation pursuant to the provisions of this
                  Section, (2) purchased and delivered in satisfaction of any
                  sinking fund requirements provided for shares of such series,
                  (3) converted in accordance with the express terms thereof, or
                  (4) otherwise acquired by the corporation, shall resume the
                  status of authorized but unissued Voting Serial Preferred
                  Shares without serial designation.

                  SECTION 4.  LIQUIDATION.

                           (a)      (1) In the event of any voluntary or
                           involuntary liquidation, dissolution or winding up of
                           the affairs of the corporation, the holders of Voting
                           Serial Preferred Shares of any series shall 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 Shares or any other shares ranking junior to
                           the Voting Serial Preferred Shares, 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 the event the net assets of
                           the corporation legally available therefor are
                           insufficient to permit the payment upon all
                           outstanding Voting Serial Preferred Shares and
                           Non-Voting Serial Preferred Shares of the full
                           preferential amount to which they are respectively
                           entitled, then such net assets shall be distributed
                           ratably upon all outstanding Voting Serial Preferred
                           Shares and Non-Voting Serial Preferred Shares in
                           proportion to the full preferential amount to which
                           each such share is entitled.

                                    (2) After payment to the holders of Voting
                           Serial Preferred Shares of the full preferential
                           amounts as aforesaid, the holders of Voting Serial
                           Preferred Shares, as such, shall have no right or
                           claim to any of the remaining assets of the
                           corporation.


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                           (b) The merger or consolidation of the corporation
                  into or with any other corporation, the merger of any other
                  corporation into it, or the sale, lease or conveyance of all
                  or substantially all the assets of the corporation, shall not
                  be deemed to be a dissolution, liquidation or winding up for
                  the purposes of this Section.

                  SECTION 5.  VOTING.

                           (a) The holders of Voting Serial Preferred Shares
                  shall be entitled at all times to one vote for each share and,
                  except as otherwise provided in this Section or required by
                  law, the holders of Voting Serial Preferred Shares and the
                  holders of Common Shares shall vote together as a class on all
                  matters presented, subject, however, to the special voting
                  rights of the holders of Non-Voting Serial Preferred Shares as
                  provided in Section 5 of Division B hereof.

                           (b)      (1) If, and so often as, the corporation 
                           shall be in default in the payment of the equivalent
                           of the full dividends on any series of Voting Serial
                           Preferred Shares at the time outstanding, whether or
                           not earned or declared, for a number of dividend
                           payment periods (whether or not consecutive) which in
                           the aggregate contain at least 540 days, the holders
                           of Voting Serial Preferred Shares of all series,
                           voting separately as a class, shall be entitled to
                           elect, as herein provided, two members of the Board
                           of Directors of the corporation; provided, however,
                           that the holders of Voting Serial Preferred Shares
                           shall not have or exercise such special class voting
                           rights except at meetings of such shareholders for
                           the election of directors at which the holders of not
                           less than 50% of the outstanding Voting Serial
                           Preferred Shares of all series then outstanding are
                           present in person or by proxy; and provided further
                           that the special class voting rights provided for in
                           this paragraph when the same shall have become vested
                           shall remain so vested until all accrued and unpaid
                           dividends on the Voting Serial Preferred Shares of
                           all series then outstanding shall have been paid,
                           whereupon the holders of Voting Serial Preferred
                           Shares 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 above specified in
                           this paragraph.

                                    (2) In the event of default entitling the
                           holders of Voting Serial Preferred Shares to elect
                           two



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                           directors as specified in paragraph (1) of this
                           Subsection, a special meeting of such holders 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 10% of the Voting Serial Preferred Shares 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 called to be held
                           within 120 days after the date of receipt of the
                           foregoing written request from the holders of Voting
                           Serial Preferred Shares. At any meeting at which the
                           holders of Voting Serial Preferred Shares shall be
                           entitled to elect directors, the holders of 50% of
                           the Voting Serial Preferred Shares of all series at
                           the time outstanding, 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 Voting Serial Preferred Shares are entitled to
                           elect as herein provided. Notwithstanding any
                           provision of these Amended Articles of Incorporation
                           or the Code of Regulations of the corporation or any
                           action taken by the holders of any class of shares
                           fixing the number of directors of the corporation,
                           the two directors who may be elected by the holders
                           of Voting Serial Preferred Shares pursuant to this
                           Subsection shall serve in addition to any other
                           directors then in office or proposed to be elected
                           otherwise than pursuant to this Subsection. Nothing
                           in this Subsection shall prevent any change otherwise
                           permitted in the total number or classifications of
                           directors of the corporation nor require the
                           resignation of any director elected otherwise than
                           pursuant to this Subsection. Notwithstanding any
                           classification of the other directors of the
                           corporation, the two directors elected by the holders
                           of Voting Serial Preferred Shares shall be elected
                           annually for terms expiring at the next succeeding
                           annual meeting of shareholders.

                                    (3) Upon any divesting of the special class
                           voting rights of the holders of the Voting Serial
                           Preferred Shares in respect of elections of directors
                           as provided in this Subsection, the terms of office
                           of all directors then in office elected by such
                           holders 



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                           shall terminate immediately thereupon. If the office
                           of any director elected by such holders voting as a
                           class becomes vacant by reason of death, resignation,
                           removal from office or otherwise, the remaining
                           director elected by such holders voting as a class
                           may elect a successor who shall hold office for the
                           unexpired term in respect of which such vacancy
                           occurred.

                           (c) The affirmative vote or consent of the holders of
                  at least two-thirds of the Voting Serial Preferred Shares at
                  the time outstanding, voting or consenting separately as a
                  class, given in person or by proxy either in writing or at a
                  meeting called for the purpose, shall be necessary to effect
                  any one or more of the following (but so far as the holders of
                  Voting Serial Preferred Shares are concerned, such action may
                  be effected with such vote or consent):

                                    (1) The sale, lease or conveyance by the 
                           corporation of all or substantially all of its
                           assets;

                                    (2) The merger or consolidation of the
                           corporation into or with any other corporation or the
                           merger of any other corporation into it;

                                    (3) The voluntary liquidation, dissolution
                           or winding up of the affairs of the corporation;

                                    (4) Any amendment, alteration or repeal,
                           whether by merger, consolidation or otherwise, of any
                           of the provisions of the Amended Articles of
                           Incorporation or of the Code of Regulations of the
                           corporation which affects adversely the preferences
                           or voting or other rights of the holders of Voting
                           Serial Preferred Shares; provided, however, that for
                           the purpose of this paragraph only, neither the
                           amendment of the Amended Articles of Incorporation so
                           as to authorize, create or change the authorized or
                           outstanding number of Voting Serial Preferred Shares
                           or of any shares ranking on a parity with or junior
                           to the Voting Serial Preferred Shares nor the
                           amendment of the provisions of the Code of
                           Regulations so as to change the number or
                           classification of directors of the corporation shall
                           be deemed to affect adversely the preferences or
                           voting or other rights of the holders of Voting
                           Serial Preferred Shares; and provided further, that
                           if such amendment, alteration or repeal affects
                           adversely the preferences or voting or other rights
                           of one or more but not all series of Voting Serial
                           Preferred Shares at the time outstanding, only the
                           affirmative vote or consent of



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                           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;

                                    (5) The authorization, creation or the
                           increase in the authorized number of any shares, or
                           any security convertible into shares, in either case
                           ranking prior to the Voting Serial Preferred Shares;
                           or

                                    (6) The purchase or redemption (for sinking
                           fund purposes or otherwise) of less than all of the
                           Voting Serial Preferred Shares then outstanding
                           except in accordance with a stock purchase offer made
                           to all holders of record of Voting Serial Preferred
                           Shares, unless all dividends on all Voting Serial
                           Preferred Shares then outstanding for all previous
                           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.

                  SECTION 6.  DEFINITIONS.  For the purposes of this Division:

                           (a) Whenever reference is made to shares "ranking
                  prior to the Voting Serial Preferred Shares," 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 a
                  voluntary or involuntary liquidation, dissolution or winding
                  up of the affairs of the corporation are given preference over
                  the rights of the holders of Voting Serial Preferred Shares;

                           (b) Whenever reference is made to shares "on a parity
                  with the Voting Serial Preferred Shares," such reference shall
                  mean and include all Non-Voting Serial Preferred Shares and
                  all other 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 a voluntary or
                  involuntary liquidation, dissolution or winding up of the
                  affairs of the corporation rank equally (except as to the
                  amounts fixed therefor) with the rights of the holders of
                  Voting Serial Preferred Shares; and

                           (c) Whenever reference is made to shares "ranking
                  junior to the Voting Serial Preferred Shares," such reference
                  shall mean and include all shares of the corporation other
                  than those defined under Subsections (a)




                                      -13-
<PAGE>   14



                  and (b) of this Section as shares "ranking prior to" or "on a
                  parity with" the Voting Serial Preferred Shares.

                                   DIVISION B

         The Non-Voting Serial Preferred Shares shall have the following express
terms:

                           SECTION 1. SERIES. The Non-Voting Serial Preferred
                  Shares may be issued from time to time in one or more series.
                  All shares of Non-Voting Serial Preferred Shares 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 a series shall be
                  identical with all other shares of such series, except as to
                  the dates from which dividends shall accrue and be cumulative.
                  All Non-Voting Serial Preferred Shares shall rank on a parity
                  with and be identical to all Voting Serial Preferred Shares
                  except in respect of (i) the matters that may be fixed by the
                  Board of Directors as provided in clauses (a) through (i),
                  both inclusive, of this Section and (ii) the voting rights and
                  provisions for consents relating to Non-Voting Serial
                  Preferred Shares as fixed and determined by Section 5 of this
                  Division. Subject to the provisions of Sections 2 through 6,
                  both inclusive, of this Division, which provisions shall apply
                  to all Non-Voting Serial Preferred Shares, 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 to determine and fix prior to the issuance thereof (and
                  thereafter, to the extent provided in clause (b) of this
                  Section) the following:

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

                           (b) The authorized 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 from time to time before or after the issuance
                  thereof (but not below the number of shares thereof then
                  outstanding);

                           (c) The dividend rate or rates of the series,
                  including the means by which such rates may be established;

                           (d) The date or dates from which dividends shall
                  accrue and be cumulative and the dates on which and the period
                  or periods for which dividends, if declared, shall be payable,
                  including the means by which such dates and periods may be
                  established;





                                      -14-
<PAGE>   15


                           (e) The redemption rights and price or prices, if
                  any, for shares of the series;

                           (f) The terms and amount of the sinking fund, if any,
                  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;

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

                           (i) Restrictions (in addition to those set forth in
                  Subsection 5(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 Amended Articles of Incorporation fixing, with
         respect to each such series, the matters described in clauses (a)
         through (i), both inclusive, of this Section and is authorized to take
         such actions with respect thereto as may be required by law in order to
         effect such amendments.

                  SECTION 2.  DIVIDENDS.

                           (a) The holders of Non-Voting Serial Preferred Shares
                  of each series, in preference to the holders of Common Shares
                  and of any other class of shares ranking junior to the
                  Non-Voting Serial Preferred Shares, shall be entitled to
                  receive out of any funds legally available for Non-Voting
                  Serial Preferred Shares and Voting Serial Preferred Shares,
                  and when and as declared by the Board of Directors, dividends
                  in cash at the rate or rates for such series fixed in
                  accordance with the provisions of Section 1 of this Division
                  and no more, payable on the dates fixed for such series. Such
                  dividends shall accrue and be cumulative, in the case of
                  shares of each particular series, from and after the date or
                  dates fixed with respect to such series. No dividends shall be
                  paid upon or declared or set apart for any series of the
                  Non-Voting Serial Preferred Shares for any dividend period
                  unless at the same time (1) a like proportionate dividend for
                  the dividend periods terminating on the same or any earlier
                  date, ratably in proportion to the respective annual dividend
                  rates fixed therefor, shall have been paid upon or declared or
                  set apart for all Non-Voting Serial Preferred




                                      -15-
<PAGE>   16




                  Shares of all series then issued and outstanding and entitled
                  to receive such dividend and (2) the dividends payable for the
                  dividend periods terminating on the same or any earlier date,
                  ratably in proportion to the respective dividend rates fixed
                  therefor, shall have been paid upon or declared or set apart
                  for all Voting Serial Preferred Shares of all series then
                  issued and outstanding and entitled to receive such dividend.

                           (b) So long as any Non-Voting Serial Preferred Shares
                  shall be outstanding no dividend, except a dividend payable in
                  Common Shares or other shares ranking junior to the Non-Voting
                  Serial Preferred Shares, shall be paid or declared or any
                  distribution be made, except as aforesaid, in respect of the
                  Common Shares or any other shares ranking junior to the
                  Non-Voting Serial Preferred Shares, nor shall any Common
                  Shares or any other shares ranking junior to the Non-Voting
                  Serial Preferred Shares be purchased, retired or otherwise
                  acquired by the corporation, except out of the proceeds of the
                  sale of Common Shares or other shares of the corporation
                  ranking junior to the Non-Voting Serial Preferred Shares
                  received by the corporation subsequent to the date of first
                  issuance of Non-Voting Serial Preferred Shares of any series,
                  unless:

                                    (1) All accrued and unpaid dividends on
                           Non-Voting Serial Preferred Shares, including the
                           full dividends for all current dividend periods,
                           shall have been declared and paid or a sum sufficient
                           for payment thereof set apart; and

                                    (2) There shall be no arrearages with
                           respect to the redemption of Non-Voting Serial
                           Preferred Shares 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 3.  REDEMPTION.

                           (a) Subject to the express terms of each series and
                  the provisions of Subsection 5(c)(3) of this Division, the
                  corporation:

                                    (1) May, from time to time at the option of
                           the Board of Directors, redeem all or any part of any
                           redeemable series of Non-Voting Serial Preferred
                           Shares at the time outstanding at the applicable
                           redemption price for such series fixed in accordance
                           with the provisions of Section 1 of this Division;
                           and

                                      -16-
<PAGE>   17




                                    (2) Shall, from time to time, make such
                           redemptions of each series of Non-Voting Serial
                           Preferred Shares as may be required to fulfill 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;

                  and shall in each case pay all accrued and unpaid dividends to
                  the redemption date.

                           (b)      (1) Notice of every such redemption shall be
                           mailed, postage prepaid, to the holders of record of
                           the Non-Voting Serial Preferred Shares 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, or such other time prior thereto as the
                           Board of Directors shall fix for any series pursuant
                           to Section 1 of this Division prior to the issuance
                           thereof. At any time after notice as provided above
                           has been deposited in the mail, the corporation may
                           deposit the aggregate redemption price of Non-Voting
                           Serial Preferred Shares 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 not less than $100,000,000,
                           named in such notice and direct that there be paid to
                           the respective holders of the Non-Voting Serial
                           Preferred Shares so to be redeemed amounts equal to
                           the redemption price of the Non-Voting Serial
                           Preferred Shares so to be redeemed, together with
                           such accrued and unpaid dividends thereon, on
                           surrender of the share certificate or certificates
                           held by such holders; and upon the deposit of such
                           notice in the mail and the making of such deposit of
                           money with such bank or trust company, such holders
                           shall cease to be shareholders with respect to such
                           shares; and from and after the time such notice shall
                           have been so deposited and such deposit of money
                           shall have been so made, such holders shall have no
                           rights or claim against the corporation with respect
                           to such shares, except only the right to receive such
                           money from such bank or trust company without
                           interest or to exercise before the redemption date
                           any unexpired privileges of conversion. In the event
                           less than all of the outstanding Non-Voting Serial
                           Preferred Shares 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 Board of
                           Directors.


                                      -17-
<PAGE>   18




                                    (2) If the holders of Non-Voting Serial
                           Preferred Shares which 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 Non-Voting Serial Preferred Shares which are
                  (1) redeemed by the corporation pursuant to the provisions of
                  this Section, (2) purchased and delivered in satisfaction of
                  any sinking fund requirements provided for shares of such
                  series, (3) converted in accordance with the express terms
                  thereof, or (4) otherwise acquired by the corporation, shall
                  resume the status of authorized but unissued Non-Voting Serial
                  Preferred Shares without serial designation.

                  SECTION 4.  LIQUIDATION.

                           (a)      (1) In the event of any voluntary or
                           involuntary liquidation, dissolution or winding up of
                           the affairs of the corporation, the holders of
                           Non-Voting Serial Preferred Shares of any series
                           shall 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 Shares or any other shares
                           ranking junior to the Non-Voting Serial Preferred
                           Shares, 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 the event the net assets of the
                           corporation legally available therefor are
                           insufficient to permit the payment upon all
                           outstanding Non-Voting Serial Preferred Shares and
                           Voting Serial Preferred Shares of the full
                           preferential amount to which they are respectively
                           entitled, then such net assets shall be distributed
                           ratably upon all outstanding Non-Voting Serial
                           Preferred Shares and Voting Serial Preferred Shares
                           in proportion to the full preferential amount to
                           which each such share is entitled.

                                    (2) After payment to the holders of
                           Non-Voting Serial Preferred Shares of the full
                           preferential amounts as aforesaid, the holders of
                           Non-Voting Serial






                                      -18-
<PAGE>   19



                           Preferred Shares, 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, the merger of any other
                  corporation into it, or the sale, lease or conveyance of all
                  or substantially all the assets of the corporation, shall not
                  be deemed to be a dissolution, liquidation or winding up for
                  the purposes of this Section.

                  SECTION 5.  VOTING.

                           (a) The holders of Non-Voting Serial Preferred Shares
                  shall have no voting rights, except as provided in this
                  Section or required by law.

                           (b)      (1) If, and so often as, the corporation
                           shall be in default in the payment of the equivalent
                           of the full dividends on any series of Non-Voting
                           Serial Preferred Shares at the time outstanding,
                           whether or not earned or declared, for a number of
                           dividend payment periods (whether or not consecutive)
                           which in the aggregate contain at least 540 days, the
                           holders of Non-Voting Serial Preferred Shares of all
                           series, voting separately as a class, shall be
                           entitled to elect, as herein provided, two members of
                           the Board of Directors of the corporation; provided,
                           however, that the holders of Non-Voting Serial
                           Preferred Shares shall not have or exercise such
                           special class voting rights except at meetings of
                           such shareholders for the election of directors at
                           which the holders of not less than 50% of the
                           outstanding Non-Voting Serial Preferred Shares of all
                           series then outstanding are present in person or by
                           proxy; and provided further that the special class
                           voting rights provided for in this paragraph when the
                           same shall have become vested shall remain so vested
                           until all accrued and unpaid dividends on the
                           Non-Voting Serial Preferred Shares of all series then
                           outstanding shall have been paid, whereupon the
                           holders of Non-Voting Serial Preferred Shares 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 above specified in this paragraph.

                                    (2) In the event of default entitling the
                           holders of Non-Voting Serial Preferred Shares to
                           elect two directors as specified in paragraph (1) of
                           this Subsection, a special meeting of such holders
                           for the 





                                      -19-
<PAGE>   20



                           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 10% of the Non-Voting Serial Preferred Shares
                           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 called to be held
                           within 120 days after the date of receipt of the
                           foregoing written request from the holders of
                           Non-Voting Serial Preferred Shares. At any meeting at
                           which the holders of Non-Voting Serial Preferred
                           Shares shall be entitled to elect directors, the
                           holders of 50% of the Non-Voting Serial Preferred
                           Shares of all series at the time outstanding, 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 Non-Voting Serial
                           Preferred Shares are entitled to elect as herein
                           provided. Notwithstanding any provision of these
                           Amended Articles of Incorporation or the Code of
                           Regulations of the corporation or any action taken by
                           the holders of any class of shares fixing the number
                           of directors of the corporation, the two directors
                           who may be elected by the holders of Non-Voting
                           Serial Preferred Shares pursuant to this Subsection
                           shall serve in addition to any other directors then
                           in office or proposed to be elected otherwise than
                           pursuant to this Subsection. Nothing in this
                           Subsection shall prevent any change otherwise
                           permitted in the total number of or classifications
                           of directors of the corporation nor require the
                           resignation of any director elected otherwise than
                           pursuant to this Subsection. Notwithstanding any
                           classification of the other directors of the
                           corporation, the two directors elected by the holders
                           of Non-Voting Serial Preferred Shares shall be
                           elected annually for terms expiring at the next
                           succeeding annual meeting of shareholders.

                                    (3) Upon any divesting of the special class
                           voting rights of the holders of the Non-Voting Serial
                           Preferred Shares in respect of elections of directors
                           as provided in this Subsection, the terms of office
                           of all directors then in office elected by such
                           holders shall terminate immediately thereupon. If the
                           office of any director elected by such holders voting
                           as a class becomes vacant by reason of death,
                           resignation, removal from office or otherwise, the
                           remaining director elected by such holders voting as
                           a 



                                      -20-
<PAGE>   21




                           class may elect a successor who shall hold office for
                           the unexpired term in respect of which such vacancy
                           occurred.

                           (c) The affirmative vote or consent of the holders of
                  at least two-thirds of the Non-Voting Serial Preferred Shares
                  at the time outstanding, voting or consenting separately as a
                  class, given in person or by proxy either in writing or at a
                  meeting called for the purpose, shall be necessary to effect
                  any one or more of the following (but so far as the holders of
                  Non-Voting Serial Preferred Shares are concerned, such action
                  may be effected with such vote or consent):

                                    (1) Any amendment, alteration or repeal,
                           whether by merger, consolidation or otherwise, of any
                           of the provisions of the Amended Articles of
                           Incorporation or of the Code of Regulations of the
                           corporation which affects adversely the preferences
                           or voting or other rights of the holders of
                           Non-Voting Serial Preferred Shares; provided,
                           however, neither the amendment of the Amended
                           Articles of Incorporation so as to authorize, create
                           or change the authorized or outstanding number of
                           Non-Voting Serial Preferred Shares or of any shares
                           ranking on a parity with or junior to the Non-Voting
                           Serial Preferred Shares nor the amendment of the
                           provisions of the Code of Regulations so as to change
                           the number or classification of directors of the
                           corporation shall be deemed to affect adversely the
                           preferences or voting or other rights of the holders
                           of Non-Voting Serial Preferred Shares; and provided
                           further, that if such amendment, alteration or repeal
                           affects adversely the preferences or voting or other
                           rights of one or more but not all series of
                           Non-Voting Serial Preferred Shares at the time
                           outstanding, only the affirmative 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;

                                    (2) The authorization, creation or the
                           increase in the authorized number of any shares, or
                           any security convertible into shares, in either case
                           ranking prior to the Non-Voting Serial Preferred
                           Shares; or

                                    (3) The purchase or redemption (for sinking
                           fund purposes or otherwise) of less than all of the



                                      -21-
<PAGE>   22



                           Non-Voting Serial Preferred Shares then outstanding
                           except in accordance with a stock purchase offer made
                           to all holders of record of Non-Voting Serial
                           Preferred Shares, unless all dividends on all
                           Non-Voting Serial Preferred Shares then outstanding
                           for all previous 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.

                  SECTION 6.  DEFINITIONS.  For the purposes of this Division:

                           (a) Whenever reference is made to shares "ranking
                  prior to the Non-Voting Serial Preferred Shares," 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 a voluntary or involuntary liquidation, dissolution or
                  winding up of the affairs of the corporation are given
                  preference over the rights of the holders of Non-Voting Serial
                  Preferred Shares;

                           (b) Whenever reference is made to shares "on a parity
                  with the Non-Voting Serial Preferred Shares," such reference
                  shall mean and include all Voting Serial Preferred Shares and
                  all other 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 a voluntary or
                  involuntary liquidation, dissolution or winding up of the
                  affairs of the corporation rank equally (except as to the
                  amounts fixed therefor) with the rights of the holders of
                  Non-Voting Serial Preferred Shares; and

                           (c) Whenever reference is made to shares "ranking
                  junior to the Non-Voting Serial Preferred Shares," such
                  reference shall mean and include all shares of the corporation
                  other than those defined under Subsections (a) and (b) of this
                  Section as shares "ranking prior to" or "on a parity with" the
                  Non-Voting Serial Preferred Shares.




                                      -22-
<PAGE>   23



                                   DIVISION C

         The Common Shares shall have the following express terms:

                  The Common Shares shall be subject to the express terms of the
         Voting Serial Preferred Shares and any series thereof and to the
         express terms of the Non-Voting Serial Preferred Shares and any series
         thereof. Each Common Share shall be equal to every other Common Share
         and the holders thereof shall be entitled to one vote for each Common
         Share on all matters presented.

                  FIFTH: In furtherance and not in limitation of the general
powers conferred by the laws of Ohio and the purposes herein set forth, and only
for the purpose of defining, limiting and regulating the exercise of authority
of the corporation and of the directors and shareholders and creating and
defining rights and privileges of the shareholders among themselves, it is
expressly provided:

                           (a) The purpose for which the corporation is formed
                  may be substantially changed in the manner provided by law.

                           (b) The Articles of Incorporation of the corporation
                  may be amended at any time after subscriptions to shares have
                  been received, by the affirmative vote of the holders of
                  shares entitling them to exercise a majority of the voting
                  power of the corporation on such proposal.

                           (c) Upon any reduction of the stated capital of the
                  corporation, and upon any distribution to shareholders of
                  excess assets remaining after any such reduction of stated
                  capital, any action required or permitted by the shareholders
                  shall be on affirmative vote of the holders of a majority of
                  such shares.

                           (d) The corporation may purchase its own shares to
                  the extent of the surplus of the aggregate of its assets over
                  the aggregate of its liabilities plus stated capital when
                  authorized by the Board of Directors without further corporate
                  action.

                           (e) The corporation may, by action taken at any
                  meeting of its Board of Directors, sell, lease, exchange or
                  otherwise dispose of all or substantially all of its property
                  and assets, including its good will, in any lawful manner, as
                  the Board of Directors may deem expedient, when and as
                  authorized by the affirmative vote of holders of shares
                  entitling them to exercise a majority of the voting power on
                  any such proposal.

                           (f) The corporation may wind up its affairs and
                  dissolve by resolution adopted by the vote cast in person



                                      -23-
<PAGE>   24



                  or by proxy by the holders of shares entitling them to
                  exercise a majority of the voting power upon such proposal.

                           (g) Unless these Amended Articles of Incorporation
                  otherwise provide, the affirmative vote or consent of the
                  holders of shares entitling them to exercise a majority of the
                  voting power of the corporation shall determine any matter or
                  proposal in each case in which the statutes of the State of
                  Ohio provide that the vote or consent of holders of shares
                  entitling them to exercise a designated proportion more than a
                  majority of the voting power of the corporation be required on
                  any such matter or proposal, except that in order to amend,
                  alter, change or repeal Article SEVENTH of these Amended
                  Articles of Incorporation or the provisions of this paragraph
                  (g) of Article FIFTH dealing with the amendment, alteration,
                  change or repeal of Article SEVENTH, the affirmative vote of
                  the holders of record of 75 percent of the shares having
                  voting power with respect to any such proposal shall be
                  required.

                           (h) No holder of shares of the corporation of any
                  class shall be entitled as such, as a matter of right, to
                  subscribe for or purchase shares of any class, now or
                  hereafter authorized or to purchase or subscribe for
                  securities convertible into or exchangeable for shares of the
                  corporation or to which shall be attached or appertain any
                  warrants or rights entitling the holder thereof to subscribe
                  for or purchase shares except such rights of subscription or
                  purchase, if any, at such price or prices and upon such terms
                  and conditions as the Board of Directors in its discretion
                  from time to time may determine.

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

                  SEVENTH:

                           (a) If any person, together with its affiliates and
                  associates as defined from time to time under the Rules of the
                  Securities and Exchange Commission, beneficially owns (as so
                  defined) in the aggregate 20% or more of the outstanding
                  Common Shares of the corporation and attempts to effect or
                  effects:

                  (i)      any merger or consolidation of the corporation or
                           subsidiary with or into such person,



                                      -24-
<PAGE>   25





                  (ii)     any sale, lease, exchange, transfer or other
                           disposition, including without limitation, a mortgage
                           or any other security device, of all or substantially
                           all the assets of the corporation (including any
                           voting securities of a subsidiary), or of a
                           subsidiary, to such person,

                  (iii)    any merger or consolidation of such person with or
                           into the corporation or a subsidiary,

                  (iv)     any sale, lease, exchange, transfer or other
                           disposition of all or substantially all of the assets
                           of such person to the corporation or a subsidiary,

                  (v)      the issuance of any securities of the corporation or
                           a subsidiary to such person,

                  (vi)     any recapitalization that would have the effect of
                           increasing the voting power of such person, or

                  (vii)    any agreement, contract or other arrangement
                           providing for any of the transactions described
                           herein,

                  the consideration per share to be received by holders of
                  Common Shares of the corporation as a result of such
                  transaction shall not be less than the highest per share
                  price, adjusted for any share split, share dividend or
                  recapitalization or other capital distribution, paid by such
                  person in obtaining any of its holdings of the corporation's
                  Common Shares unless

                  1.       a majority of the directors of the corporation who
                           were directors immediately prior to the time that
                           such person acquired 20% or more of the Company's
                           outstanding Common Shares approves such transaction,
                           or

                  2.       the proposed transaction receives the affirmative
                           vote of the holders of record of 75% of the voting
                           power including shares held by such person and the
                           affirmative vote of the holders of a majority of the
                           voting power excluding shares held by such person.

                           (b) For the purpose of this Article SEVENTH:

                  (i)      a person shall be any individual or any corporation,
                           partnership or other entity.

                  (ii)     beneficial ownership shall include any Common Shares
                           of the corporation a person, or affiliate or
                           associate thereof, has the right to acquire pursuant
                           to any



                                      -25-
<PAGE>   26




                           agreement, or upon exercise of conversion rights,
                           warrants or options or otherwise.

                  EIGHTH:  No shareholder of the corporation may cumulate his
 voting power in the election of directors.




                                      -26-
<PAGE>   27



                                    AMENDMENT
                                       TO
              SECOND AMENDED AND RESTATED ARTICLES OF INCORPORATION
                                       OF
                          THE STANDARD PRODUCTS COMPANY


                  The first paragraph of Article FOURTH of the Company's Second
Amended and Restated Articles of Incorporation is deleted in its entirety and
the following substituted therefor:

                  FOURTH: The authorized number of shares of the corporation is
62,000,000, consisting of 50,000,000 Common Shares, $1.00 par value (hereinafter
called "Common Shares"), 6,000,000 Voting Serial Preferred Shares, without par
value (hereinafter called "Voting Serial Preferred Shares"), and 6,000,000
Non-Voting Serial Preferred Shares, without par value (hereinafter called
"Non-Voting Serial Preferred Shares.").




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<PAGE>   28





                            CERTIFICATE OF AMENDMENT
                                     TO THE
                           SECOND AMENDED AND RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                          THE STANDARD PRODUCTS COMPANY


                  Theodore K. Zampetis, President, and Richard N. Jacobson,
Secretary, of The Standard Products Company, an Ohio corporation (the
"Company"), do hereby certify that at a meeting of the Board of Directors of the
Company held on January 26, 1999, the following resolution to amend the Second
Amended and Restated Articles of Incorporation, as amended, of the Company was
adopted pursuant to the authority granted by Section 1701.70(B)(1) of the Ohio
Revised Code:

                  RESOLVED, that the Second Amended and Restated Articles of
Incorporation, as amended, of the Company be, and they hereby are, amended by
adding at the end of Division B of Article FOURTH a new Section 7 that reads as
follows:

                  SECTION 7.  SERIES A NON-VOTING SERIAL PREFERRED SHARES.

                  (a) Designation and Amount. Of the 6,000,000 authorized
Non-Voting Serial Preferred Shares, 1,000,000 are designated as a series
designated as "Series A Non-Voting Serial Preferred Shares" (the "Series A
Preferred Shares"). The Series A Preferred Shares have the express terms set
forth in this Division as being applicable to all Non-Voting Serial Preferred
Shares as a class and, in addition, the following express terms applicable to
all Series A Preferred Shares as a series of Preferred Shares. The number of
Series A Preferred Shares may be increased or decreased by resolution of the
Board of Directors and by the filing of a certificate of amendment pursuant to
the provisions of the General Corporation Law of the State of Ohio stating that
such increase or reduction has been so authorized; however, no decrease shall
reduce the number of Series A Preferred Shares to a number less than that of the
Series A Preferred Shares then outstanding plus the number of Series A Preferred
Shares issuable upon exercise of outstanding rights, options or warrants or upon
conversion of outstanding securities issued by the Company.

                  (b) Dividends and Distributions.

                  (1)(i) Subject to the rights of the holders of any series of
         preferred shares (or any similar shares) ranking prior to the Series A
         Preferred Shares with respect to dividends, the holders of Series A
         Preferred Shares, in preference to the holders of Common Shares and of
         any other junior shares, will be entitled to receive, when, as and if
         declared by the Board of Directors out of funds legally available for
         the purpose, quarterly dividends payable in cash on the fifteenth day
         of 



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<PAGE>   29



         March, June, September and December 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 thereof, in an amount per
         share (rounded to the nearest cent) equal to the greater of (a) $1.00
         or (b) subject to the provisions for adjustment hereinafter set forth,
         1,000 times the aggregate per share amount of all cash dividends, and
         1,000 times the aggregate per share amount (payable in kind) of all
         noncash dividends or other distributions other than a dividend payable
         in Common Shares or a subdivision of the outstanding Common Shares (by
         reclassification or otherwise), declared on the Common Shares after the
         immediately preceding Quarterly Dividend Payment Date, or, with respect
         to the first Quarterly Dividend Payment Date, after the first issuance
         of any Series A Preferred Share or fraction thereof. The multiple of
         cash and noncash dividends declared on the Common Shares to which
         holders of the Series A Preferred Shares are entitled, which is 1,000
         initially but which will be adjusted from time to time as hereinafter
         provided, is hereinafter referred to as the "Dividend Multiple." If the
         Company at any time after January 26, 1999 (the "Rights Declaration
         Date"): (i) declares or pays any dividend on the Common Shares payable
         in Common Shares, or (ii) effects a subdivision or combination or
         consolidation of the outstanding Common Shares (by reclassification or
         otherwise than by payment of a dividend in Common Shares) into a
         greater or lesser number of Common Shares, then in each such case the
         Dividend Multiple thereafter applicable to the determination of the
         amount of dividends that holders of Series A Preferred Shares are
         entitled to receive will be the Dividend Multiple applicable
         immediately prior to that event multiplied by a fraction, the numerator
         of which is the number of Common Shares outstanding immediately after
         that event and the denominator of which is the number of Common Shares
         that were outstanding immediately prior to that event.

                  (ii) Notwithstanding anything else contained in this paragraph
         (1), the Company shall, out of funds legally available for that
         purpose, declare a dividend or distribution on the Series A Preferred
         Shares as provided in this paragraph (1) immediately after it declares
         a dividend or distribution on the Common Shares (other than a dividend
         payable in Common Shares); but if no dividend or distribution has been
         declared on the Common Shares during the period between any Quarterly
         Dividend Payment Date and the next subsequent Quarterly Dividend
         Payment Date, a dividend of $1.00 per share on the Series A Preferred
         Shares shall nevertheless accrue on such subsequent Quarterly Dividend
         Payment Date.

                  (2) Dividends will begin to accrue and be cumulative on
outstanding Series A Preferred Shares from the Quarterly Dividend 



                                      -29-
<PAGE>   30





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
will 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 Series A Preferred Shares entitled to
receive a quarterly dividend and before such Quarterly Dividend Payment Date, in
either of which events such dividends will begin to accrue and be cumulative
from such Quarterly Dividend Payment Date. Accrued but unpaid dividends will not
bear interest. Dividends paid on the Series A Preferred Shares in an amount less
than the total amount of such dividends at the time accrued and payable on such
shares will be allocated pro rata on a share-by-share basis among all such
shares at the time outstanding. The Board of Directors may fix in accordance
with applicable law 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 will be not more than such number of days
prior to the date fixed for the payment thereof as may be allowed by applicable
law.

                  (c) Reacquired Shares. Any Series A Preferred Shares purchased
or otherwise acquired by the Company in any manner whatsoever will be retired
and canceled promptly after the acquisition thereof. All such shares will upon
their cancellation become authorized but unissued preferred shares and may be
reissued as part of a new series of Series A Non-Voting Serial Preferred Shares
to be created by resolution or resolutions of the Board of Directors, subject to
the conditions and restrictions on issuance set forth herein.

                  (d) Liquidation, Dissolution or Winding Up. Upon any
liquidation (voluntary or otherwise), dissolution or winding up of the Company,
no distribution may be made (x) to the holders of shares ranking junior (either
as to dividends or upon liquidation, dissolution or winding up) to the Series A
Preferred Shares unless, prior thereto, the holders of Series A Preferred Shares
shall have received an amount equal to accrued and unpaid dividends and
distributions thereon, whether or not declared, to the date of such payment,
plus an amount equal to the greater of (1) $1,000.00 per share or (2) an
aggregate amount per share, subject to the provision for adjustment hereinafter
set forth, equal to 1,000 times the aggregate amount to be distributed per share
to holders of Common Shares, or (y) to the holders of shares ranking on a parity
(either as to dividends or upon liquidation, dissolution or winding up) with the
Series A Preferred Shares, except distributions made ratably on the Series A
Preferred Shares and all other such parity stock in proportion to the total
amounts to which the holders of all such shares are entitled upon such
liquidation, dissolution or winding up. If the Company at any time after the
Rights Declaration Date (i) declares or pays any dividend on Common Shares
payable in Common




                                      -30-
<PAGE>   31





Shares, or (ii) effects a subdivision or combination or consolidation of the
outstanding Common Shares (by reclassification or otherwise than by payment of a
dividend in Common Shares) into a greater or lesser number of Common Shares,
then in each such case the aggregate amount per share to which holders of Series
A Preferred Shares were entitled immediately prior to such event under clause
(x) of the preceding sentence will be adjusted by multiplying such amount by a
fraction, the numerator of which is the number of Common Shares outstanding
immediately after such event and the denominator of which is the number of
Common Shares that were outstanding immediately prior to such event.

                  Neither the consolidation of nor merging of the Company with
or into any other corporation or corporations, nor the sale or other transfer of
all or substantially all of the assets of the Company, will be considered to be
a liquidation, dissolution or winding up of the Company within the meaning of
this paragraph (d).

                  (e) Consolidation, Merger, etc. If the Company shall enter
into any consolidation, merger, combination or other transaction in which the
Common Shares are exchanged for or changed into other shares, stock or
securities, cash or any other property, then in any such case the Series A
Preferred Shares will at the same time be similarly exchanged or changed in an
amount per share (subject to the provision for adjustment hereinafter set forth)
equal to 1,000 times the aggregate amount of shares, stock, securities, or other
property, as the case may be, into which or for which each Common Share is
changed or exchanged, plus accrued and unpaid dividends, if any, payable with
respect to the Series A Preferred Shares. If the Company at any time after the
Rights Declaration Date (i) declares or pays any dividend on Common Shares
payable in Common Shares, or (ii) effects a subdivision or combination or
consolidation of the outstanding Common Shares (by reclassification or otherwise
than by payment of a dividend in Common Shares) into a greater or lesser number
of Common Shares, then in each such case the amount set forth in the preceding
sentence with respect to the exchange or change of Series A Preferred Shares
will be adjusted by multiplying such amount by a fraction, the numerator of
which is the number of Common Shares outstanding immediately after such event
and the denominator of which is the number of Common Shares that were
outstanding immediately prior to such event.

                  (f) Redemption. The Series A Preferred Shares are not
redeemable, but the foregoing does not limit the ability of the Company to
purchase or otherwise deal in the Series A Preferred Shares to the extent
otherwise permitted hereby and by law.

                  (g) Amendment. The Second Amended Articles of Incorporation of
the Company, as amended, may not be amended in any manner that would materially
alter or change the powers, preferences or special rights of the Series A
Preferred Shares so as to affect



                                      -31-
<PAGE>   32



them adversely without the affirmative vote of the holders of at least
two-thirds of the outstanding Series A Preferred Shares, voting separately as a
class.

                  (h) Fractional Shares. Series A Preferred Shares may be issued
in whole shares or in any fraction of a share that is one one-thousandth
(1/1,000th) of a share or any integral multiple of such fraction, which will
entitle the holder, in proportion to such holder's fractional shares, to
exercise voting rights, receive dividends, participate in distributions and have
the benefit of all other rights of holders of Series A Preferred Shares. In lieu
of fractional shares, the Company may elect to make a cash payment as provided
in that certain Rights Agreement dated as of January 26, 1999, between the
Company and National City Bank, a national banking association, as rights agent,
for fractions of a share smaller than one one-thousandth (1/1,000th) of a share
or any integral multiple thereof.

                  IN WITNESS WHEREOF, we have executed this instrument in one or
more counterparts as of January 28, 1999.


                                     THE STANDARD PRODUCTS
                                     COMPANY, an Ohio corporation



                                     /s/ Theodore K. Zampetis 
                                     -------------------------------   
                                     Theodore K. Zampetis, President



                                     /s/ Richard N. Jacobson 
                                     -------------------------------   
                                     Richard N. Jacobson, Secretary












Articles of Incorporation




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