<PAGE>   1
                                                                    Exhibit 3(a)




                                    RESTATED

                           ARTICLES OF INCORPORATION

                                       OF

                              RUSSELL CORPORATION





                         Composite Restated Articles of Incorporation as adopted
                         on April 28, 1982 and as amended through March 8, 1989.
<PAGE>   2

                                    RESTATED

                           ARTICLES OF INCORPORATION

                                       OF

                              RUSSELL CORPORATION


         1.      The name of the corporation is Russell Corporation.

         2.      The period of its duration is perpetual.

         3.      The purpose or purposes for which the corporation is organized
are the transaction of any or all lawful business for which corporations may be
incorporated under the Alabama Business Corporation Act, including, but not
limited to, the manufacture and sale of textile products.

         4.      (a) The aggregate number of shares of capital stock which the
corporation shall have authority to issue is one hundred sixty million
(160,000,000) shares, of which ten million (10,000,000) shares, par value $.01
per share, are to be preferred stock (hereinafter called "Preferred Stock"),
and one hundred fifty million (150,000,000) shares, par value $.01 share, are
to be common stock (hereinafter called "Common Stock").

                 (b) The Preferred Stock may be issued in such one or more
series as shall from time to time be created and authorized to be issued by the
board of directors of the corporation as hereinafter provided.

         The board of directors is hereby expressly authorized, by resolution
or resolutions from time to time adopted providing for the issuance of
Preferred Stock, to fix and determine, to the extent not fixed by the
provisions hereinafter set forth, the relative rights and preferences of the
shares of each series of Preferred Stock, including (but without limiting the
generality of the foregoing) any of the following with respect to which the
board of directors may make specific provisions:


                    (i)     the distinctive name and any serial designations;

                    (ii)    the annual dividend rate or rates and the dividend
                 payment dates;

                    (iii)   with respect to the declaration and payment of
                 dividends upon each series of the Preferred Stock, whether such
                 dividends are to be cumulative or noncumulative, preferred,
                 subordinate or equal to dividends declared and paid upon other
                 series of the Preferred Stock or upon any other shares of stock
                 of the corporation, and the participating or other special
                 rights, if any, of such dividends;





                                      -1-
<PAGE>   3

                    (iv)    the redemption provisions, if any, with respect to
                 any series, and, if any series is subject to redemption, the
                 manner and time of redemption and the redemption price or
                 prices;

                    (v)     the amount or amounts of preferential or other
                 payment to which any series of Preferred Stock is entitled over
                 any other series of Preferred Stock or over the Common Stock on
                 voluntary or involuntary liquidation, dissolution or
                 winding-up, subject to the provisions set forth in paragraph
                 (d)(ii) of this Article 4;

                    (vi)    any sinking fund or other retirement provisions and
                 the extent to which the charges therefor are to have priority
                 over the payment of dividends on or the making of sinking fund
                 or other like retirement provisions for shares of any other
                 series of Preferred Stock or for shares of the Common Stock;

                    (vii)   any conversion, exchange, purchase or other
                 privileges to acquire shares of any other series of Preferred
                 Stock or of the Common Stock;

                    (viii)  the number of shares of such series; and

                    (ix)    the voting rights, if any, of such series, subject
                 to the provisions set forth in paragraph (d)(i) of this Article
                 4.


         Each share of each series of Preferred Stock shall have the same
relative rights and be identical in all respects with all the other shares of
the same series.

         Before the corporation shall issue any shares of Preferred Stock of
any series authorized as hereinbefore provided, a statement setting forth a
copy of the resolution or resolutions with respect to such series adopted by
the board of directors of the corporation pursuant to the foregoing authority
vested in the board of directors shall be made, filed and recorded in
accordance with the then applicable requirements, if any, of the laws of the
State of Alabama, or, if no statement is then so required, a certificate shall
be signed and acknowledged on behalf of the corporation by its Chairman of the
Board, President or a Vice-President and its corporate seal shall be affixed
thereto and attested by its Secretary or any Assistant Secretary and such
certificate shall be filed and kept on file at the principal office of the
corporation in the State of Alabama and in such other place or places as the
board of directors shall designate.

                 (c) The authority of the board of directors to provide for the
issuance of any shares of the corporation's stock shall include, but shall not
be limited to, authority to issue shares of stock of the corporation for any
purpose and in any manner (including issuance pursuant to rights, warrants, or
other options) permitted by law, for delivery as all or part of the
consideration for or in connection with the acquisition of all or part of the
stock of another corporation or of all or part of the assets of another
corporation or enterprise, irrespective of the amount by which the issuance of
such stock shall increase the number of shares outstanding (but not in excess
of the number of shares authorized).





                                      -2-
<PAGE>   4

                 (d) The following relative rights and preferences of the
capital stock of the corporation are fixed as follows:

                    (i)    Voting Rights.

                           (A)    Common Stock. At all elections of directors of
                    the corporation, and in respect of all other matters as to
                    which the vote or consent of shareholders of the corporation
                    shall be required to be taken, the holders of the Common
                    Stock shall be entitled to one (1) vote for each share held
                    by them.

                           (B)    Preferred Stock. The holders of each series of
                    the Preferred Stock shall have such voting rights as may be
                    fixed by resolution or resolutions of the board of directors
                    providing for the issuance of each such series.

                    (ii)   Liquidation, Dissolution, etc. In the event of any
         voluntary or involuntary liquidation, dissolution or winding-up of the
         corporation, the assets of the corporation available for distribution
         to the shareholders (whether from capital or surplus) shall be
         distributed among those of the respective series of the outstanding
         Preferred Stock, if any, as may be entitled to any preferential
         amounts and among the respective holders thereof in accordance with
         the relative rights and preferences, if any, fixed and determined for
         each such series and the holders thereof by resolution or resolutions
         of the board of directors providing for the issue of each such series
         of the Preferred Stock; and after payment in full of the amounts
         payable in respect of the Preferred Stock, if any, the holders of any
         series of the outstanding Preferred Stock who are not entitled to
         preferential treatment pursuant to resolutions of the board of
         directors providing for the issue thereof and the holders of the
         outstanding Common Stock shall be entitled (to the exclusion of the
         holders of any series of the outstanding Preferred Stock entitled to
         preferential treatment pursuant to resolutions of the board of
         directors providing for the issue thereof to share ratably in all the
         remaining assets of the corporation available for distribution to its
         shareholders.

                    A merger, consolidation or reorganization of the corporation
         with or into one or more corporations, or a sale, lease or other
         transfer of all or substantially all the assets of the corporation,
         that does not result in the termination of the enterprise and
         distribution of the assets to shareholders, shall not be deemed to
         constitute a liquidation, dissolution or winding-up of the corporation
         within the meaning of this paragraph (d)(ii), notwithstanding the fact
         that the corporation may cease to exist or may surrender its Restated
         Articles of Incorporation.

                    (iii)  Dividends and Other Distributions. Dividends on any
         stock of the corporation shall be payable only out of earnings,
         surplus or assets of the corporation legally available for the payment
         of such dividends and only as and when declared by the board of
         directors. The board of directors of the corporation may, from time to
         time, distribute to the shareholders of the corporation out of the
         capital surplus of the corporation a portion of the assets of the
         corporation to the extent and in the manner provided by law.





                                      -3-
<PAGE>   5

                 (e) The corporation shall have the right to purchase, take,
receive or otherwise acquire, hold, own, pledge and transfer or otherwise
dispose of its own shares. Purchases by the corporation of its own shares,
whether direct or indirect, may be made to the extent of unreserved and
unrestricted earned surplus and capital surplus of the corporation available
therefor.

                 (f) No holder of any share or shares of any class of stock of
the corporation shall have any preemptive right to subscribe for any shares of
stock of any class of the corporation now or hereafter authorized or for any
securities convertible into or carrying any optional rights to purchase or
subscribe for any shares of stock of any class of the corporation now or
hereafter authorized.

              5. The mailing address of the registered office of the corporation
is Russell Corporation, P. O. Box 272, Alexander City, Alabama 35010, and the
name of its registered agent at such address is James D. Nabors.

              6. The number of directors constituting the present board of
directors of the corporation is 11, and the names and addresses of the persons
who are serving as directors until the next annual meeting of shareholders or
until their successors are elected and qualify are as follows:

<TABLE>
<CAPTION>
                        NAME                                                  ADDRESS
              <S>                                                 <C>
              E. C. Gwaltney                                      Russell Corporation
                                                                  P. O. Box 272
                                                                  Alexander City, Alabama 35010

              Dwight L. Carlisle, Jr.                             Russell Corporation
                                                                  P. O. Box 272
                                                                  Alexander City, Alabama 35010

              Frank K. Hall                                       Russell Corporation
                                                                  P. O. Box 272
                                                                  Alexander City, Alabama 35010

              George W. Hardy                                     Russell Corporation
                                                                  P. O. Box 272
                                                                  Alexander City, Alabama 35010

              Emil Hess                                           Russell Corporation
                                                                  P. O. Box 272
                                                                  Alexander City, Alabama 35010

              H. Scott Howell                                     Russell Corporation
                                                                  P. O. Box 272
                                                                  Alexander City, Alabama 35010

              Glenn Ireland, II                                   Russell Corporation
                                                                  P. O. Box 272
                                                                  Alexander City, Alabama 35010
</TABLE>





                                      -4-
<PAGE>   6

<TABLE>
<CAPTION>
                       NAME                                                      ADDRESS
              <S>                                                 <C>
              Crawford T. Johnson, III                            Russell Corporation
                                                                  P. O. Box 272
                                                                  Alexander City, Alabama 35010

              Finis Morgan                                        Russell Corporation
                                                                  P. O. Box 272
                                                                  Alexander City, Alabama 35010

              Benjamin Russell                                    Russell Corporation
                                                                  P. O. Box 272
                                                                  Alexander City, Alabama 35010

              John R. Thomas                                      Russell Corporation
                                                                  P. O. Box 272
                                                                  Alexander City, Alabama 35010
</TABLE>


              7. The names and addresses of the original incorporators are as
follows:


<TABLE>
<CAPTION>
                       NAME                                                     ADDRESS
              <S>                                                 <C>
              B. Russell                                          Russell Corporation
                                                                  P. O. Box 272
                                                                  Alexander City, Alabama 35010

              T. C. Russell                                       Russell Corporation
                                                                  P. O. Box 272
                                                                  Alexander City, Alabama 35010

              O. C. Thomas                                        Russell Corporation
                                                                  P. O. Box 272
                                                                  Alexander City, Alabama 35010

              J. H. Henderson                                     Russell Corporation
                                                                  P. O. Box 272
                                                                  Alexander City, Alabama 35010

              A. L. Harlan                                        Russell Corporation
                                                                  P. O. Box 272
                                                                  Alexander City, Alabama 35010
</TABLE>



              8. (a) Number, Election and Terms. All corporate powers shall be
exercised by or under the authority of, and the business and affairs of the
corporation shall be managed under the direction of, a board of directors
which, except as otherwise fixed by or pursuant to the provisions of Article 4
hereof relating to the rights of the holders of any series of Preferred Stock
to elect additional directors under specified circumstances, shall consist of
not less than nine nor more than fifteen persons. The exact number of directors
within the minimum and maximum limitations specified in the preceding sentence
shall be fixed from time to time by the board of directors pursuant to a
resolution adopted by a majority of the entire board of directors. At the
annual meeting of shareholders of the corporation held in 1988, the directors
shall be divided into three classes, as nearly equal in number as possible,
with the term of office of the first





                                      -5-
<PAGE>   7

class of directors to expire at the annual meeting of shareholders of the
corporation to be held in 1989, the term of office of the second class of
directors to expire at the annual meeting of shareholders of the corporation to
be held in 1990 and the term of office of the third class of directors to
expire at the annual meeting of shareholders of the corporation to be held in
1991. At each annual meeting of shareholders of the corporation following such
initial classification and election, and except as otherwise so fixed by or
pursuant to the provisions of Article 4 hereof relating to the rights of the
holders of any series of Preferred Stock to elect additional directors under
specified circumstances and except as provided below in this Article 8 in the
case of electing a successor to a director elected by the board of directors to
fill a vacancy occurring in the membership of the board of directors, directors
elected to succeed those directors whose terms expire at such annual meeting
shall be elected for a term of office to expire at the third succeeding annual
meeting of shareholders of the corporation after their election.

                 (b) Vacancies and Newly Created Directorships. Subject to the
rights of the holders of any series of Preferred Stock then outstanding, any
vacancy occurring in the board of directors may be filled by the affirmative
vote of a majority of the remaining directors though less than a quorum of the
board of directors. A director so elected to fill a vacancy shall be elected to
serve until the next annual meeting of shareholders, at which time a director
shall be elected to fill the unexpired portion of the term of office of the
director whose successor was elected by the remaining directors. Any
directorship to be filled by reason of an increase in the number of directors
shall be filled by election at an annual meeting or at a special meeting of
shareholders called for that purpose, unless applicable law then permits such
directorship to be filled by the affirmative vote of a majority of the remaining
directors (even though less than a quorum of the board of directors). No
decrease in the number of directors constituting the board of directors shall
shorten the term of any incumbent director.

                 (c) Continuance in Office. Notwithstanding the foregoing
provisions of this Article 8, any director whose term of office has expired
shall continue to hold office until his successor shall be elected and qualify.

                 (d) Removal. Subject to the rights of the holders of any series
of Preferred Stock then outstanding, any director, or the entire board of
directors, may be removed from office at any time, without cause, but only by
the affirmative vote of at least seventy-five percent (75%) of the total number
of votes entitled to be cast by the holders of all of the shares of capital
stock of the corporation then entitled to vote generally in the election of
directors.  The holder of each share of capital stock entitled to vote thereon
shall be entitled to cast the same number of votes as the holder of such shares
is entitled to cast generally in the election of each director. Subject to the
rights of the holders of any series of Preferred Stock then outstanding, a
director, or the entire board of directors, may be removed from office at any
time, with cause in the manner provided by law.

                 (e) Amendment, Repeal, etc. Notwithstanding any other
provisions of these Restated Articles of Incorporation or the Bylaws of the
corporation (and notwithstanding the fact that some lesser percentage may be
specified by law, these Restated Articles of Incorporation or the Bylaws of the
corporation), the affirmative vote of at least seventy-five percent (75%) of the
total number of votes entitled to be cast by the holders of all of the shares of
capital stock of the corporation then entitled to vote generally in the election
of directors shall be required to amend, alter, change or repeal, or to adopt
any provision as part of these Restated Articles of Incorporation inconsistent
with, this Article 8. The holder of each share of capital stock entitled to vote
thereon shall be entitled to cast the same number of votes as the holder of such
shares is entitled to cast generally in the election of each director.





                                      -6-
<PAGE>   8

              9. Certain Provisions Respecting Business Combinations:

              Section 9.01. Definitions. For the purposes of this Article 9:

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

                 (b) "Announcement Date" means, with respect to any Business
Combination, the date of the first public announcement of such Business
Combination.

                 (c) "Associate," when used to indicate a relationship with any
person, means (i) any corporation or organization (other than the corporation or
a Subsidiary) of which such person is an officer or partner or is, directly or
indirectly, the beneficial owner of 10 percent or more of any class of equity
securities, (ii) any trust or other estate in which such person has a
substantial beneficial interest or as to which such person serves as trustee or
in a similar fiduciary capacity, and (iii) any relative or spouse of such
person, or any relative of such spouse, who has the same home as such person or
who is a director or officer of the corporation or any of its parents or
subsidiaries.

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

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

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

                    (iii)  which is beneficially owned, directly or indirectly,
         by any other person with which such person or any of its Affiliates or
         Associates has any agreement, arrangement or understanding for the
         purpose of acquiring, holding, voting or disposing of any shares of
         capital stock of the corporation;

provided, however, that no director or officer of the corporation (nor any
Affiliate or Associate of such director or officer) shall, solely by reason of
any or all of such directors or officers acting in their capacities as such, be
deemed the "beneficial owner" of any shares of Voting Stock that are
beneficially owned by any other such director or officer.

                 (e) For the purposes of determining whether a person is an
Interested Shareholder pursuant to paragraph (I) of this Section 9.01, the
number of shares of Voting Stock deemed to be outstanding shall include shares
deemed owned by the Interested Shareholder through





                                      -7-
<PAGE>   9

application of paragraph (d) of this Section 9.01, but shall not include any
other shares of Voting Stock which may be issuable pursuant to any agreement,
or upon exercise of conversion rights, warrants or options, or otherwise.

                 (f) "Board" means the board of directors of the corporation.

                 (g) A "Business Combination" shall mean any one or more of the
following:

                    (i)    any merger or consolidation of the corporation or any
         Subsidiary with or into (A) any Interested Shareholder or (B) any
         other corporation (whether or not itself an Interested Shareholder)
         which is, or after such merger or consolidation would be, an Affiliate
         of an Interested Shareholder; or

                    (ii)   any sale, lease, exchange, mortgage, pledge, transfer
         or other disposition (in one transaction or a series of transactions)
         to or with any Interested Shareholder or any Affiliate of any
         Interested Shareholder of any assets of the corporation or any
         Subsidiary having an aggregate Fair Market Value of $1,000,000 or more;
         or

                    (iii)  the issuance, pledge, transfer or other disposition
         by the corporation or any Subsidiary (in one transaction or a series of
         transactions) of any securities of the corporation or any Subsidiary to
         any Interested Shareholder or any Affiliate of any Interested
         Shareholder in exchange for cash, securities or other property (or a
         combination thereof) having an aggregate Fair Market Value of
         $1,000,000 or more; or

                    (iv)   the adoption of any plan or proposal for the
         liquidation or dissolution of the corporation proposed by or on behalf
         of an Interested Shareholder or an Affiliate of any Interested
         Shareholder; or

                    (v)    any reclassification of securities (including any
         reverse stock split), or recapitalization of the corporation, or any
         merger or consolidation of the corporation with any of its Subsidiaries
         or any similar transaction (whether or not with or into or otherwise
         involving an Interested Shareholder) which has the effect, directly or
         indirectly, of increasing the proportionate share of the outstanding
         shares of any class of equity securities, or securities convertible
         into equity securities, of the corporation or any Subsidiary,
         including, without limitation, any class or series of Protected Stock,
         which is directly or indirectly owned by any Interested Shareholder or
         any Affiliate of any Interested Shareholder; or

                    (vi)   any agreement, contract or other arrangement
         providing for any one or more of the actions specified in the foregoing
         clauses (i) through (v).

                 (h) "Consummation Date" means, with respect to any Business
Combination, the date on which such Business Combination is effected.

                 (i) "Determination Date" means, with respect to any Interested
Shareholder, the date on which such Interested Shareholder first became an
Interested Shareholder.





                                      -8-
<PAGE>   10

                 (j) "Consummation Date" means any member of the Board who is
not an Affiliate, nominee or representative of the Interested Shareholder and
was a member of the Board prior to the time that the Interested Shareholder
became an Interested Shareholder, and any successor of a Disinterested Director
who is a member of the Board and who is not an Affiliate, nominee or
representative of the Interested Shareholder and was recommended or elected to
succeed a Disinterested Director by a majority of Disinterested Directors on the
Board at the time of such recommendation or election.

                 (k) "Fair Market Value" means (i) in the case of stock, the
highest closing sale price during the thirty-day period immediately preceding
the date in question of a share of such stock on the Composite Tape for New York
Stock Exchange, Inc. Listed Stocks, or, if such stock is not quoted on the
Composite Tape, on the New York Stock Exchange, Inc., or, if such stock is not
listed on the New York Stock Exchange, Inc., on the principal United States
securities exchange registered under the Securities Exchange Act of 1934 on
which such stock is listed, or, if such stock is not listed on any such
exchange, the highest closing bid quotation with respect to a share of such
stock during the thirty-day period preceding the date in question as reported by
the National Association of Securities Dealers, Inc.  Automated Quotations
system or any system then in use, or if no such quotation is available, the fair
market value on the date in question of a share of such stock as determined in
good faith by a majority of the Disinterested Directors; and (ii) in the case of
property other than cash or stock, the fair market value of such property on the
date in question as determined in good faith by a majority of the Disinterested
Directors.

                 (l) "Interested Shareholder" shall mean, in respect of any
Business Combination, any person (other than the corporation or any wholly-owned
Subsidiary and other than any profit sharing, employee stock ownership or other
employee benefit plan of the corporation or any wholly-owned Subsidiary or any
person organized, appointed or established by the corporation or any
wholly-owned Subsidiary for or pursuant to the terms of any such plan) who or
which, as of the date of the first public announcement of such Business
Combination, or on the day immediately prior to the consummation of any such
Business Combination:

                    (i)    is the beneficial owner, directly or indirectly, of
         Voting Stock entitled to cast ten percent or more of the total number
         of votes entitled to be cast in respect of all the outstanding shares
         of Voting Stock in any vote of shareholders which may be taken pursuant
         to this Article 9; or

                    (ii)   is an Affiliate of the corporation and at any time
         within two years prior thereto was the beneficial owner, directly or
         indirectly, of Voting Stock then entitled to cast ten percent or more
         of the total number of votes entitled to be cast in respect of all the
         outstanding shares of Voting Stock in any vote of shareholders which
         may be taken pursuant to this Article 9; or

                    (iii)  is an assignee of or has otherwise succeeded to any
         shares of Voting Stock of the corporation which were at any time
         within the two-year period immediately prior to the date in question
         beneficially owned by any Interested Shareholder, if such assignment
         or succession shall have occurred in the course of a transaction or
         series of transactions not involving a public offering within the
         meaning of the Securities Act of 1933;

provided, however, there shall be disregarded in determining whether a person
is an





                                      -9-
<PAGE>   11

Interested Shareholder in respect of any Business Combination the beneficial
ownership, both direct and indirect, of the voting power of the Voting Stock
owned beneficially by such person or an ancestor of such person on March
9, 1988, which for purposes of this paragraph (I) shall include any beneficial
ownership of Voting Stock resulting from stock splits (including reverse stock
splits), stock dividends or recapitalizations of such Voting Stock occurring
subsequent to March 9, 1988, unless such person has acquired subsequent to
March 9, 1988, other than by gift, devise, bequest or intestate succession,
beneficial ownership, either direct or indirect, of one percent (1%) or more
of the voting power of the outstanding Voting Stock in addition to the Voting
Stock beneficially owned by such person or such person's ancestor on March
9, 1988.

                 (m) A "person" shall mean any individual, firm, corporation or
other entity.

                 (n) "Protected Stock" means all Voting Stock and all other
shares of capital stock of the corporation having, or which may have upon the
happening of some contingency, the right to vote for the election of some or all
of the directors of the corporation, regardless of whether at the time in
question such shares then have a present right to so vote.

                 (o) "Subsidiary" means any corporation of which a majority of
any class of equity security is owned, directly or indirectly, by the
corporation.

                 (p) "Voting Stock" means, at any time, all shares of capital
stock of the corporation entitled to vote generally in the election of
directors, which shares shall be considered for the purpose of any vote required
by this Article 9 as, and shall vote together in any such vote as, one class. In
any vote required by this Article 9, the holder of each share of Voting Stock
shall be entitled to cast with respect to such share the same number of votes as
such holder could cast generally in the election of each director with respect
to such share.

                 (q) In the event of any Business Combination in which the
corporation survives, the phrase "consideration other than cash to be received"
as used in clauses (i) and (ii) of paragraph (b) of Section 9.03 of this Article
9 shall include the shares of Common Stock and/or the shares of any other class
of outstanding Protected Stock retained by the holders of such shares.

         Section 9.02. Higher Vote for Certain Business Combinations. In
addition to any affirmative vote required by law or these Restated Articles of
Incorporation, and except as otherwise expressly provided in Section 9.03 of
this Article 9, any Business Combination shall require the affirmative vote of
at least seventy-five percent (75%) of the total number of votes entitled to be
cast in respect of all the outstanding shares of Voting Stock. Such affirmative
vote shall be required notwithstanding the fact that no vote may be required,
or that some lesser percentage or separate class vote may be specified, by law
or under the rules of, or in any agreement with, any United States securities
exchange registered under the Securities Exchange Act of 1934, or any successor
act thereto, on which any of the Voting Stock is listed, or otherwise.

         Section 9.03. When Higher Vote Is Not Required. The provisions of
Section 9.02 of this Article 9 shall not be applicable to any particular
Business Combination, and such Business Combination shall require only such
affirmative vote, if any, as is required by law and any





                                      -10-
<PAGE>   12

other Article of these Restated Articles of Incorporation, if all of the
conditions specified in either of the following paragraphs (a) and (b) are met:

                (a) Approval by the Disinterested Director. The Business
Combination shall have been approved, either specifically or as a transaction
which is within an approved category of transactions, by a majority of the
Disinterested Directors (whether such approval is made prior to or subsequent to
the acquisition of, or announcement or public disclosure of the intention to
acquire, beneficial ownership of the Voting Stock that caused or will cause the
Interested Shareholder to become an Interested Shareholder).

                 (b) Price and Procedure Requirements. All of the following
conditions shall have been met:

                    (i)    Common Stock. The aggregate amount of the cash and
         the Fair Market Value as of the Consummation Date of consideration
         other than cash to be received by holders of the Common Stock of the
         corporation in such Business Combination, computed on a per share
         basis, shall be at least equal to the higher of the following:

         (A)     (if applicable) the highest per share price (including any
                 brokerage commissions, transfer taxes and soliciting dealers'
                 fees) paid by the Interested Shareholder for any shares of
                 Common Stock acquired by the Interested Shareholder (I) within
                 the two-year period immediately prior to the Announcement Date
                 or (II) in the transaction or transactions by which the
                 Interested Shareholder became an Interested Shareholder, as
                 adjusted for any subsequent stock split, stock dividend;
                 subdivision or reclassification with respect to the Common
                 Stock, whichever is higher; or

         (B)     the Fair Market Value per share of the Common Stock on the
                 Announcement Date or the Determination Date, as adjusted for
                 any subsequent stock split, stock dividend, subdivision or
                 reclassification with respect to the Common Stock, whichever
                 is higher.

                    (ii)   Protected Stock. The aggregate amount of the cash and
         the Fair Market Value as of the Consummation Date of consideration
         other than cash to be received per share by holders of shares of any
         other class of outstanding Protected Stock regardless of whether the
         Interested Shareholder has previously acquired any shares of a
         particular class of such Protected Stock shall be at least equal to the
         highest of the following:

         (A)     (if applicable) the highest per share price (including any
                 brokerage commissions, transfer taxes and soliciting dealers'
                 fees) paid by the Interested Shareholder for any shares of
                 such class of Protected Stock acquired by the Interested
                 Shareholders (I) within the two-year period immediately prior
                 to the Announcement Date or (II) in the transaction or
                 transactions by which the Interested Shareholder became an
                 Interested Shareholder, as adjusted for any subsequent stock
                 split, stock dividend, subdivision or reclassification with
                 respect to such Protected Stock, whichever is higher;





                                      -11-
<PAGE>   13

         (B)     the highest preferential amount per share to which the holders
                 of shares of such class of Protected Stock are entitled in the
                 event of any voluntary or involuntary liquidation, dissolution
                 or winding up of the corporation, regardless of whether the
                 Business Combination to be consummated constitutes such an
                 event; or

         (C)     the Fair Market Value per share of such class of Protected
                 Stock on the Announcement Date or the Determination Date, as
                 adjusted for any subsequent stock split, stock dividend,
                 subdivision or reclassification with respect to such Protected
                 Stock, whichever is higher.

                    (iii)  Form of Consideration. The consideration to be
         received by holders of a particular class or series of outstanding
         Protected Stock (including Common Stock) shall be in cash or in the
         same form paid by or on behalf of the Interested Shareholder for shares
         of such class of Protected Stock prior to the Consummation Date. If
         there have been varying forms of the consideration so paid for shares
         of any class of Protected Stock, the form of consideration to be
         received by the holders of such class of Protected Stock shall be
         either cash or the form used to acquire the largest number of shares of
         such class of Protected Stock previously so acquired.

                    (iv)   Maintain Dividends. After such Interested Shareholder
         has become an Interested Shareholder and prior to the consummation of
         such Business Combination: (A) except as approved by a majority of the
         Disinterested Directors, there shall have been no failure to declare
         and pay at the regular date therefor any full quarterly dividends
         (whether or not cumulative) on any outstanding Preferred Stock of the
         corporation; and (B) there shall have been (I) no reduction in the
         annual rate of dividends paid on the Common Stock except as necessary
         to reflect any subdivision of the Common Stock, except as approved by a
         majority of the Disinterested Directors, and (II) an increase in such
         annual rate of dividends as necessary to reflect any reclassification
         (including any reverse stock split), recapitalization, reorganization
         or any similar transaction which has the effect of reducing the number
         of outstanding shares of the Common Stock unless the failure so to
         increase such annual rate is approved by a majority of the
         Disinterested Directors.

                    (v)    Acquisition of Additional Shares. After such
         Interested Shareholder has become an Interested Shareholder and prior
         to the consummation of such Business Combination, such Interested
         Shareholder shall not have become the beneficial owner of any
         additional shares of Voting Stock except (A) as part of the transaction
         which results in such Interested Shareholder becoming an Interested
         Shareholder or (B) in a transaction which would not result in any
         increase in the percentage of beneficial ownership by the Interested
         Shareholder of any class or series of Voting Stock.

                    (vi)   No Disproportionate Benefits. After such Interested
         Shareholder has become an Interested Shareholder, such Interested
         Shareholder shall not have received the benefit, directly or indirectly
         (except proportionately as a shareholder), of any loans, advances,
         guarantees, pledges or other financial assistance or any tax credits or
         other tax advantages provided by the corporation, whether in
         anticipation of or in connection with such Business Combination or
         otherwise.





                                      -12-
<PAGE>   14

                    (vii)  Furnish Information. A proxy or information statement
         describing the proposed Business Combination and complying with the
         requirements of the Securities Exchange Act of 1934 and the rules and
         regulations thereunder (or any subsequent provisions replacing such
         Act, rules or regulations) shall be mailed to all shareholders of the
         corporation at least thirty days prior to the consummation of such
         Business Combination (whether or not such proxy or information
         statement is required to be mailed pursuant to such Act or any such
         subsequent provisions). Such proxy or information statement shall
         contain on the first page thereof, in a prominent place, any statement
         as to the advisability (or inadvisability) of the Business Combination
         that the Disinterested Directors, or any of them, may choose to make.

                    (viii) Absence of Certain Changes. Such Interested
         Shareholder shall not have made any substantial change in the business
         or equity capital structure of the corporation without the approval of
         a majority of the Disinterested Directors.

         Section 9.04. Powers of Board of Directors. A majority of the
Disinterested Directors of the corporation shall have the power and duty to
determine for the purposes of this Article 9 on the basis of the information
known to them after reasonable inquiry, (1) the number of shares of Voting
Stock beneficially owned by any person, (2) whether a person is an Interested
Shareholder or is an Affiliate or Associate of another person, (3) whether a
person has an agreement, arrangement or understanding with another as to the
matters referred to in paragraph (d) of Section 9.01 of this Article 9, (4)
whether the assets which are the subject of any Business Combination have, or
the consideration to be received for the issuance or transfer of securities by
the corporation or any Subsidiary in any Business Combination has, an aggregate
Fair Market Value of $1,000,000 or more, or (5) whether the requirements of
paragraph (a) or (b) of Section 9.03 of this Article 9 have been met with
respect to any Business Combination.

         Section 9.05. No Effect on Fiduciary Obligations of Interested
Shareholders. Nothing contained in this Article 9 shall be construed to relieve
any Interested Shareholder from any fiduciary obligation imposed by law.

         Section 9.06. No Fiduciary Duty Imposed on Board. The fact that any
Business Combination complies with the foregoing sections of this Article 9
shall not be construed to impose any fiduciary duty, obligation or
responsibility on the Board, or any member thereof, to approve such Business
Combination or recommend its adoption or approval to the shareholders of the
corporation nor shall such compliance limit, prohibit or otherwise restrict in
any manner the Board, or any member thereof, with respect to evaluations of or
actions and responses taken with respect to such Business Combination.

         Section 9.07. Amendment, Repeal, Etc. Notwithstanding any other
provisions of these Restated Articles of Incorporation or the Bylaws of the
corporation (and notwithstanding the fact that some lesser percentage may be
specified by law, these Restated Articles of Incorporation or the Bylaws of the
corporation), the affirmative vote of at least seventy-five percent (75%) of
the total number of votes entitled to be cast in respect of all of the
outstanding shares of Voting Stock shall be required to amend, alter, change or
repeal, or to adopt any provision as part of these Restated Articles of
Incorporation inconsistent with, this Article 9.





                                      -13-
<PAGE>   15
         Section 10. A director of the corporation shall not be liable to the 
corporation or its shareholders for money damages for any action taken, or
failure to take action, as a director, except for (i) the amount of a financial
benefit received by such director to which such director is not entitled; (ii)
an intentional infliction of harm by such director on the corporation or its
shareholders; (iii) a violation of Section 10-2B-8.33 of the Code of Alabama of
1975 or any successor provision to such section; (iv) an intentional violation
by such director of criminal law; or (v) a breach of such director's duty of
loyalty to the corporation or its shareholders. If the Alabama Business
Corporation Act, or any successor statute thereto, is hereafter amended to
authorize the further elimination or limitation of the liability of a director
of a corporation, then the liability of a director of the corporation, in
addition to the limitations on liability provided herein, shall be limited to
the fullest extent permitted by the Alabama Business Corporation Act, as
amended, or any successor statute thereto.  The limitation on liability of
directors of the corporation contained herein shall apply to liabilities
arising out of acts or omissions occurring subsequent to the adoption of this
Article 10 and, except to the extent prohibited by law, to liabilities arising
out of acts or omissions occurring prior to the adoption of this Article 10.
Any repeal or modification of this Article 10 by the shareholders of the
corporation shall be prospective only and shall not adversely affect any
limitation of the liability of a director of the corporation existing at the
time of such repeal or modification.