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                             EXHIBIT 3


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                 MERCANTILE BANCORPORATION INC.


                    ARTICLES OF INCORPORATION


                      AS OF APRIL 24, 1997







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                 MERCANTILE BANCORPORATION INC.

                    ARTICLES OF INCORPORATION

                      AS OF APRIL 24, 1997



                            ARTICLE 1
                            ---------

     The name of the Corporation is MERCANTILE BANCORPORATION
INC.

                            ARTICLE 2
                            ---------

     The address, including street and number of the
Corporation's registered office in this state is Mercantile
Tower, P.O. Box 524, St. Louis, Missouri  63166, and the name of
its registered agent at such address is Ralph W. Babb, Jr.

                            ARTICLE 3
                            ---------

     The Corporation shall have authority to issue the following
shares:

     A.   Common Stock

          200,000,000 shares of voting Common Stock with a par
          value of $0.01 per share.

     B.   Preferred Stock

          5,000,000 shares of Preferred Stock with no par value
          which shall have (i) those voting rights required by
          law and (ii) voting rights equal to those of the shares
          of Common Stock except to the extent the voting rights
          of any series of Preferred Stock shall be denied or
          limited by the Board of Directors in an authorizing
          resolution as hereinafter provided.

          (a)  The Board of Directors, by adoption of an
               authorizing resolution may cause Preferred Stock
               to be issued from time to time in one or more
               series.

          (b)  The Board of Directors, by adoption of an
               authorizing resolution, may with regard to the
               shares of any series of Preferred Stock:

               (1)  Fix the distinctive serial designation of the
                    shares;
               (2)  Fix the dividend rate, if any;
               (3)  Fix the date from which dividends on shares
                    issued before the date for payment of the
                    first dividend shall be cumulative, if any;
               (4)  Fix the redemption price and terms of
                    redemption, if any;


<PAGE> 4

               (5)  Fix the amounts payable per share in the
                    event of dissolution or liquidation of the
                    corporation if any;
               (6)  Fix the terms and amounts of any sinking fund
                    to be used for the purchase or redemption of
                    shares, if any;
               (7)  Fix the terms and conditions under which the
                    shares may be converted, if any;
               (8)  Deny or limit the voting rights of such
                    Preferred Stock not required by law; and
               (9)  Fix such other preferences, qualifications,
                    limitations, restrictions and special or
                    relative rights not required by law.

                            ARTICLE 4
                            ---------

   The number and class of shares that were issued before the
Corporation commenced business, the consideration that was paid
therefor and the capital with which the Corporation commenced
business were as follows:

<TABLE>
<CAPTION>
                                  Consideration
Number of Shares     Class         To Be Paid     Par Value
----------------     -----        -------------   ---------
<S>                  <C>              <C>           <C>
     100             Common           $500          $5
</TABLE>

The Corporation did not commence business until consideration of
the value of at least $500 had been received for the issuance of
shares.

                            ARTICLE 5
                            ---------

     The name and place or residence of the incorporator was as
follows:

<TABLE>
<CAPTION>
Name               Street               City
----               ------               ----
<S>                <C>                  <C>
Donald E. Lasater  17 Southmoor         Clayton, MO  63105
</TABLE>

                            ARTICLE 6
                            ---------

     A. Board of Directors.  The number of Directors to
        -------------------
constitute the Board of Directors shall be eighteen (18);
provided, however, that such number may be fixed, from time to
time, at not less than twelve (12) nor more than twenty-four
(24), by, or in the manner provided in, the By-laws of the
Corporation, and any such change shall be reported to the
Secretary of State of the State of Missouri within thirty (30)
calendar days of such change.  The Directors shall be divided
into three classes:  Class I, Class II and Class III; and the
number of Directors in such classes shall be as nearly equal as
possible.  The term of office of the initial Class I Directors
shall expire at the annual meeting of shareholders of the
Corporation in 1986; the term of office of the initial Class II
Directors shall expire at the annual meeting of shareholders of
the Corporation in 1987; and the term of office of the

                                    -2-
<PAGE> 5

initial Class III Directors shall expire at the annual meeting of
shareholders of the Corporation in 1988; or in each case until
their respective successors are duly elected and qualified.  At
each annual election held after 1985 the Directors chosen to
succeed those whose terms then expire shall be identified as
being of the same class as the Directors they succeed and shall
be elected for a term of three (3) years expiring at the third
succeeding annual meeting or thereafter until their respective
successors are duly elected and qualified.  If the number of
Directors is changed, any increase or decrease in the number of
Directors shall be apportioned among the classes so as to
maintain the number of Directors in each class as nearly equal as
possible.  Any Director elected to fill a vacancy in any class
(whether such vacancy is caused by death, resignation, or
removal, or by an increase in the number of Directors in such
class) shall hold office for a term which shall expire with the
term of the Directors in such class.  At a meeting called
expressly for that purpose, the entire Board of Directors, or any
individual Director or Directors, may be removed without cause,
only upon the affirmative vote of the holders of at least
seventy-five percent (75%) of the total votes to which all of the
shares then entitled to vote at a meeting of shareholders called
for an election of Directors are entitled; provided, however,
that, if less than the entire Board of Directors is to be so
removed without cause, no individual Director may be so removed
if the votes cast against such Director's removal would be
sufficient to elect such Director if then cumulatively voted at
an election of the class of Directors of which such Director is a
part.  At a meeting called expressly for that purpose, any
Director may be removed by the shareholders for cause by the
affirmative vote of the holders of a majority of the shares
entitled to vote upon his election.

     B. Vote Required for Amendment.  In addition to any
        ----------------------------
affirmative vote required by law or otherwise, any amendment,
alteration, change or repeal of the provisions of this Article 6
shall require the affirmative vote of the holders of at least
seventy-five percent (75%) of the total votes to which all of the
shares then entitled to vote at a meeting of shareholders called
for an election of Directors are entitled, unless such amendment,
alteration, change or repeal has previously been expressly
approved by the Board of Directors of the Corporation by the
affirmative, vote or consent of at least sixty-six and two-thirds
percent (66 2/3%) of the number of Directors then authorized by,
or in the manner provided in, the By-laws, in which case the
shareholder vote required by this Section B of Article 6 shall
not apply.

                            ARTICLE 7
                            ---------

     The duration of the Corporation is perpetual.

                            ARTICLE 8
                            ---------

     The Corporation is formed for the following purposes:

     (1)  To undertake, conduct, manage, assist, promote, operate
and to engage or participate in every kind of commercial,
industrial, electronic, manufacturing, agricultural,

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<PAGE> 6

scientific or other enterprise, business, undertaking, venture, corporation,
co-partnership, association or operation of every kind and description;

     (2)  To acquire by purchase, exchange, lease, devise or
otherwise and to hold, maintain, manage, improve, develop and
operate and to sell, transfer, convey, lease, mortgage, exchange
or otherwise dispose of or deal in or with real property
wheresoever situated, either within  or  without the State of
Missouri, and any and all rights, interests or privileges
therein; and to erect, construct, make, improve and operate or
aid or subscribe toward the erection, construction, making
improvement and operation of offices, warehouses, plants, mills,
stores, laboratories, studios, workshops, buildings and other
establishments and installations or improvements on any real
estate or any right, interest or privilege therein;

     (3)  To acquire by purchase, exchange, lease, bequest or
otherwise, to import, export, manufacture, produce, hold, own,
use, manage, improve, alter, develop and to mortgage, pledge,
sell, assign, transfer, lease, exchange or otherwise dispose of
or deal in or with goods, commodities, wares, automobiles,
aircraft, machinery, equipment, supplies, merchandise and all
other personal property of every kind, nature and description,
tangible or intangible, wheresoever situated, either within or
without the State of Missouri and any and all other rights,
interests or privileges therein;

     (4)  To adopt, apply for, obtain, register, purchase, lease,
take assignment or licenses of or otherwise acquire or obtain the
use of, to hold, protect, own, use, develop and introduce, and to
sell, assign, lease, grant licenses or other rights in respect
to, make contracts concerning or otherwise deal with, dispose of
or turn to account any copyrights, trademarks, trade names,
brands, labels, patent rights, letters patent and patent
applications of the United States of America or of any other
country, government or authority, and any inventions,
improvements, processes, formulae, mechanical and other
combinations, licenses and privileges, whether in connection with
or secured under letters patent or otherwise; and to carry on any
business, whether manufacturing or otherwise, which is or shall
be necessary, convenient, advisable or adaptable for the
utilization by this corporation in any way, directly or
indirectly, of such copyrights, trademarks, trade names, brands,
labels, patent rights, letters patent, patent applications,
inventions, improvements, processes, formulae, mechanical and
other combinations, licenses and privileges;

     (5)  To acquire by purchase, exchange, gift, bequest,
subscription, or by acting as an original incorporator or
otherwise, and to own, hold, invest in, sell, assign, transfer,
exchange, pledge, hypothecate, deal in and otherwise dispose of
stocks (preferred as well as common), bonds, notes, debentures,
mortgages or other evidences of indebtedness and obligations and
securities of, and shares of other interests in or created or
issued by any corporation, trust companies or banks (whether
incorporated under the laws of Missouri, or other states or under
the laws of the United States or any other country), company or
joint stock association, persons, firms, associations,
copartnerships, domestic or foreign, or of any domestic or
foreign state, government, or governmental authority or of any
political or administrative subdivision or department thereof,
and certificates or receipts of any kind

                                    -4-
<PAGE> 7

representing or evidencing any interest in any such stocks, bonds, shares of
stock, notes, debentures, mortgages or other evidences of
indebtedness, obligations or securities including, but not
limited to, electronic, commercial, manufacturing, agricultural,
industrial, scientific and insurance companies, corporations or
agencies, trust companies or banks, whether incorporated under
the laws of Missouri or of the United States or of foreign states
or countries; to issue its own shares of stock, bonds, notes,
debentures, or other evidences of indebtedness and obligations
and securities for the acquisition of any such stocks, bonds,
notes, debentures, mortgages or other evidences of indebtedness,
obligations, securities, certificates or receipts purchased or
otherwise acquired by it; and, while the owner or holder of any
such stocks, bonds, notes, debentures, mortgages, evidences of
indebtedness, obligations, securities, certificates or receipts
to exercise all the rights, powers and privileges of ownership in
respect thereof, including the right to vote thereon for any and
all purposes;

     (6)  To make loans or advances, to guarantee the obligations
of, or purchase or acquire shares of stock of, or make
contributions to capital or surplus, and to aid in any other
manner by providing financial assistance to any corporation,
association or copartnership, including, but not by way of
limitation, any corporation all or substantially all of the
shares of voting stock of which is owned by this Corporation and
any affiliate or subsidiary of any such Corporation.  Any such
loan, advance or other assistance to be with or without interest,
unsecured, or secured in any manner, and upon such other terms
and conditions as the Board of Directors of this Corporation
shall approve;

     (7)  To form general or limited partnerships for any lawful
purpose, irrespective of whether any such partnership is to
engage in a business in which this Corporation would otherwise be
authorized to engage under these Articles of Incorporation, such
partnerships to be formed under any present or future laws of the
State of Missouri or any other state, and to enter into and
execute general or limited partnership agreements and
certificates in reference to any such partnerships as either a
general or limited partner or as both a general and limited
partner, and otherwise to acquire the interests of a general or a
limited partner in any such general or limited partnerships, and
to act as a general or limited partner in any such general or
limited partnerships, and, as such, to perform all obligations
thereby imposed upon it by law or by contract including, but not
by way of limitation, the use and delivery of the funds and other
property of this Corporation to any such partnership as payment
of this Corporation's contribution to such partnership or
otherwise, all for such purposes and in such amount and subject
to such terms and conditions as the Board of Directors of this
Corporation deems to be in the best interests of the stockholders
of this Corporation;

     (8)  To borrow or raise moneys for any of the purposes of
the Corporation, from time to time, without limit as to amount,
with or without security, all as determined by the Board of
Directors; to issue and sell or exchange its own securities,
Common or Preference or other Stock or debt obligations,
including but without limitation debentures, either
nonconvertible or convertible into any class of stock authorized
by the Articles, in such amounts, on such terms and conditions,
for such purposes and at such prices as the Board of Directors
may determine; to a like extent when deemed desirable, to secure
such debt

                                    -5-
<PAGE> 8

obligations by liens upon, or the pledge of, or the conveyance or assignment
in trust of, the whole or any part of the properties, assets, business, and
good will of the Corporation, whether at the time owned or thereafter
acquired; and, to a like extent, to purchase, acquire, hold, own, cancel,
re-issue, sell, assign, transfer, exchange, or otherwise dispose
of or deal in or with, its own securities (including shares of
its stock, common or preferred) in any manner whatsoever;

     (9)  To enter into, make and perform contracts of every sort
and description with any person, firm, copartnership,
association, corporation, public or private;

     (10) To carry out all or any part of the foregoing objects
and purposes as principal, agent, partner, either limited or
general, contractor, or otherwise, either alone or in conjunction
with any other persons, firms, copartnerships, associations or
corporations and in any part of the world, and in carrying on any
of its business and for the attainment or furtherance of any of
its objects and purposes to make and perform such agreements and
contracts of any kind and description, and to do such acts and
things and to exercise any and all such powers as a natural
person could lawfully make, perform, do or exercise and, as
aforesaid, to do anything and everything which is or may appear
necessary, useful, convenient or appropriate for the attainment,
furtherance or exercise of any of its purposes, objects or
powers.

     The foregoing provisions of this Article shall be construed
both as purposes and powers and each as an independent purpose
and power in furtherance of, and not in limitation of, the powers
which the Corporation may have under present or future laws of
the State of Missouri, and the purposes and powers hereinbefore
specified shall, except when otherwise provided in this Article 8
be in no wise limited, or restricted by reference to, or
inference from the terms or any provisions of this or any other
Article of these Articles of Incorporation; but such provisions
shall not be construed to permit the Corporation to carry on any
business, or to exercise any power, or to do any act which a
corporation now or hereafter organized under The General and
Business Corporation Law of Missouri may not at the time lawfully
carry on, exercise, or do; and provided further that the
Corporation shall not carry on any business or exercise any power
in any state, territory, or country which under the laws thereof
the Corporation may not lawfully carry on or exercise.

                            ARTICLE 9
                            ---------

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

     In addition to the powers which it has pursuant to law, the
Board of Directors shall have all the powers herein contained
which shall include the power:

     (i)  from time to time to fix the compensation of its
members for attending meetings of the Board of Directors,

                                    -6-
<PAGE> 9

     (ii) to adopt, amend, change and readjust any type of
pension, retirement, profit sharing or bonus plan, contributing
or non-contributing, covering any or all of the officers and
employees of said Corporation.

                           ARTICLE 10
                           ----------

     Any person, upon becoming the owner or holder of any shares
of stock or other securities issued by this Corporation, does
thereby consent and agree that all rights, powers, privileges,
obligations or restrictions pertaining to such person or such
securities in any way may be altered, amended, restricted,
enlarged or repealed by legislative enactments of the State of
Missouri or of the United States hereinafter adopted which have
reference to or affect corporations, such securities, or such
persons in any way; and that the Corporation reserves the right
to transact any business of the Corporation, to alter, amend or
repeal these Articles of Incorporation, or to do any other act or
things as authorized, permitted or allowed by such legislative
enactments.

                           ARTICLE 11
                           ----------

     No holder of any share or shares of stock of any kind,
series or class now or hereafter authorized shall be entitled as
such as a matter of right to subscribe for or purchase any stock
of any kind, series or class, whether now or hereafter authorized
or outstanding, which may hereafter be issued or sold by this
Corporation, or any securities including, but without limitation,
debentures convertible into stock of any class, and whether
issued or sold for cash, property, services or otherwise.

                           ARTICLE 12
                           ----------

     (1)  This Corporation shall and does hereby indemnify any
person who is or was a director or officer of the Corporation or
any Subsidiary against any and all expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement incurred
by such person in connection with any civil, criminal,
administrative or investigative action, suit, proceeding or claim
(including an action by or in the right of the Corporation or a
Subsidiary) by reason of the fact that such person is or was
serving in such capacity; provided however, that no such person
                          -----------------
shall be entitled to any indemnification pursuant to this
subsection (l) on account of: (i) conduct which is finally
adjudged to have been knowingly fraudulent, deliberately
dishonest or willful misconduct; or (ii) an accounting for
profits pursuant to Section 16(b) of the Securities Exchange Act
of 1934, as amended from time to time, or pursuant to a successor
statute or regulation.

     (2)  This Corporation may, to the extent that the Board of
Directors deems appropriate and as set forth in a bylaw or
resolution, indemnify any person who is or was an employee or
agent of this Corporation or any Subsidiary or who is or was
serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, banking association,
partnership, joint venture, trust or other enterprise (including an

                                    -7-
<PAGE> 10

employee benefit plan) against any and all expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement
incurred by such person in connection with any civil, criminal,
administrative or investigative action, suit, proceeding or claim
(including an action by or in the right of the Corporation or a
Subsidiary) by reason of the fact that such person is or was
serving in such capacity; provided however, that no such person
                          -----------------
shall be entitled to any indemnification pursuant to this
subsection (2) on account of:  (i) conduct which is finally
adjudged to have been knowingly fraudulent, deliberately
dishonest or willful misconduct; or (ii) an accounting for
profits pursuant to Section 16(b) of the Securities Exchange Act
of 1934, as amended from time to time, or pursuant to a successor
statute or regulation.

     (3)  This Corporation may, to the extent that the Board of
Directors deems appropriate, make advances of expenses, including
attorneys' fees, incurred prior to the final disposition of a
civil, criminal, administrative or investigative action, suit,
proceeding or claim (including an action by or in the right of
the Corporation or a Subsidiary) to any person to whom
indemnification is or may be available under this Article 12;
provided however, that prior to making any advances, the
-----------------
Corporation shall receive a written undertaking by or on behalf
of such person to repay such amounts advanced in the event that
it shall be ultimately determined that such person is not
entitled to such indemnification.

     (4)  The indemnification and other rights provided by this
Article 12 shall not be deemed exclusive of any other rights' to
which a person to whom indemnification is or may be otherwise
available under these Articles of Incorporation, the By-laws or
any agreement, vote of shareholders or disinterested directors or
otherwise.  This Corporation is authorized to purchase and
maintain insurance on behalf of the Corporation or any person to
whom indemnification is or may be available against any liability
asserted against such person in, or arising out of, such person's
status as director, officer, employee or agent of this
Corporation, any of its Subsidiaries or another corporation,
banking association, partnership, joint venture, trust or other
enterprise (including an employee benefit plan) which such person
is serving at the request of the Corporation.

     (5)  Each person to whom indemnification is granted under
subsection (1) of this Article 12 is entitled to rely upon the
indemnification and other rights granted hereby as a contract
with this Corporation and such person and such person's heirs,
executors, administrator and estate shall be entitled to enforce
against this Corporation all indemnification and other rights
granted to such person by subsections (1) and (3)  and this
subsection (5) of this Article 12.  The indemnification and other
rights granted by subsections (1) and (3) and this subsection (5)
of this Article 12 shall survive amendment, modification or
repeal of this Article, and no such amendment, modification or
repeal shall act to reduce, terminate or otherwise adversely
affect the rights to indemnification granted hereby, with respect
to any expenses, judgments, fines and amounts paid in settlement
incurred by a person to whom indemnification is granted under
subsection (1) of this Article 12 with respect to an action,
suit, proceeding or claim that arises out of acts or omissions of
such person that occurred prior to the effective date of such
amendment, modification or repeal.

                                    -8-
<PAGE> 11

          Any indemnification granted by the Board of Directors
pursuant to subsection (2) of this Article 12, shall inure to the
person to whom the indemnification is granted, and such person's
heirs, executors, administrator and estate; provided however,
                                            ----------------
that such indemnification may be changed, modified or repealed,
at any time or from time to time, at the discretion of the Board
of Directors and the survival of such indemnification shall be in
accordance with terms determined by the Board of Directors.

     (6)  For the purposes of this Article 12, "Subsidiary" shall
mean any corporation, banking association, partnership, joint
venture, trust, or other enterprise of which a majority of the
equity or ownership interest is directly or indirectly owned by
this Corporation.

                           ARTICLE 13
                           ----------

     A.    Vote Required for Business Combinations.  In addition
           ----------------------------------------
to any affirmative vote required by law, and except as otherwise
expressly provided in Section B of this Article 13, a Business
Combination (as hereinafter defined) may not be consummated or
effected unless such transaction shall first have received the
affirmative vote of the holders of at least seventy-five percent
(75%) of the total votes to which all of the then outstanding
shares of capital stock of the Corporation are entitled, voting
together as a Single class (it being understood that for the
purposes of this Article 13, each share of the voting stock shall
be entitled to the number of votes granted to it by law or
pursuant to Article 3 of these Articles of Incorporation)
("Voting Stock").  Such affirmative vote shall be required
notwithstanding the fact that no vote may be required, or that a
lesser percentage may be specified, by or pursuant to law, these
Articles of Incorporation, or any agreement.

     B.   Exception.  Section A of this Article 13 shall not be
          ----------
applicable to a Business Combination, and such Business
Combination shall require only the affirmative vote (if any) as
required by law or otherwise, if the Business Combination shall
have been expressly approved by the Board of Directors of the
Corporation by the affirmative vote or consent of at least
sixty-six and two-thirds percent (66 2/3%) of the number of
directors of the Corporation as then authorized by, or in the
manner provided in, the By-laws.  In determining whether or not
to approve any such Business Combination, the Board of Directors
shall give due consideration to all factors the Board may
consider relevant, including without limitation:

          (1)  the legal and economic effects on the depositors
          and customers of the Corporation and its subsidiaries,
          on the communities and geographic areas in which the
          Corporation and its subsidiaries operate or are
          located, and on any of she businesses and properties of
          the Corporation and its subsidiaries, and

          (2)  the adequacy of the consideration offered in
          relation not only to the current market price of the
          outstanding securities of the Corporation but also to
          the current value of the Corporation in a freely
          negotiated transaction and the Board

                                    -9-
<PAGE> 12

          of Directors' estimate of the future value of the Corporation
          (including the unrealized value of its properties and
          assets) as an independent going concern.

     C.   Definitions.  For the purposes of Article 13 of the
          ------------
Articles of Incorporation:

          (1)  A "Business Combination" shall mean:

               (a)  any merger, consolidation or exchange of
               shares of capital stock of the Corporation or any
               Subsidiary (as hereinafter defined) with or into
               any Interested Person (as hereinafter defined) or
               any other corporation or entity (whether or not it
               is an Interested Person) which is, or after such
               merger, consolidation or exchange of shares would
               be, an Interested Person or an Affiliate (as
               hereinafter defined) of an Interested Person,
               regardless of the surviving entity; or

               (b)  any sale, lease, exchange, mortgage, pledge,
               transfer or other disposition to or with an
               Interested Person or any Affiliate of any
               Interested Person (in a single transaction or a
               series of related transactions) other than in the
               ordinary course of business, of all or a
               substantial part of the assets of the Corporation
               or of any Subsidiary, or both; or

               (c)  any sale, lease, exchange, mortgage, pledge,
               transfer or other disposition to or with the
               Corporation or any Subsidiary (in a single
               transaction or a series of related transactions)
               other than in the ordinary course of business, of
               all or a substantial part of the assets of an
               Interested Person or any Affiliate of an
               Interested Person, or both; or

               (d)  any issuance or transfer by the Corporation
               or any Subsidiary of any securities of the
               Corporation or any Subsidiary to an Interested
               Person or any Affiliate of an Interested Person
               (other than an issuance or transfer of securities
               which is effected on a pro rata basis to all
               shareholders of the Corporation); or

               (e)  any acquisition by the Corporation or any
               Subsidiary, other than in the ordinary course of
               business, of: (i) any securities of an Interested
               Person or any Affiliate of an Interested Persons,
               or (ii) any securities of the Corporation which
               are owned by an Interested Person or an Affiliate
               of an Interested Person; or

               (f)  any recapitalization or reclassification of
               shares of any class of capital stock of the
               Corporation or any Subsidiary, or any merger or
               consolidation of the Corporation with any
               Subsidiary (whether or not involving an Interested
               Person), which transaction would have the effect,
               directly or indirectly, of increasing the
               proportionate share of the outstanding shares of

                                    -10-
<PAGE> 13

               any class of capital stock of the Corporation (or
               any securities convertible into any class of such
               capital stock) with respect to which an Interested
               Person or an Affiliate of an Interested Person is
               the "Beneficial Owner" (as hereinafter defined);
               or

               (g)  any merger or consolidation of the
               Corporation with any Subsidiary after which the
               provisions of this Article 13 shall not be
               contained in the articles of incorporation of the
               surviving entity; or

               (h)  any plan or proposal for the liquidation or
               dissolution of the Corporation proposed by or on
               behalf of an interested Person or an Affiliate of
               an Interested Person; or

               (i)  any agreement, contract, plan, proposal or
               other arrangement providing for any of the
               foregoing.

          (2)  An "Interested Person" shall mean any individual,
partnership, firm, corporation or other entity (other than the
Corporation or any subsidiary) who or which, directly or
indirectly, together with any of his or its Affiliates and
Associates (as hereinafter defined), is, or at any time within
the one-year period immediately prior to the date in question
was, the Beneficial Owner of five percent (5%) or more of the
voting power of the outstanding Voting Stock.

          (3)  A "Subsidiary" shall mean any corporation, of
which a majority of its capital stock is directly or indirectly
owned by the Corporation.

          (4)  The term "Beneficial Owner" shall have the meaning
ascribed to such term by Rule l3d-3 promulgated by the Securities
and Exchange Commission pursuant to the Securities Exchange Act
of 1934, as in effect on February 1, 1985.

          (5)  The term "Affiliate" or "Associate" shall have the
respective meanings ascribed to such terms in Rule l2b-2
promulgated by the Securities and Exchange Commission pursuant to
the Securities Exchange Act of 1934, as in effect on February 1,
1985.

     D.   Vote Required for Amendment.  Any amendment,
          ----------------------------
alteration, change or repeal of the provisions of this Article 13
shall, in addition to any affirmative vote required by law or
otherwise, require the affirmative vote of the holders of at
least seventy-five percent (75%) of the Voting Stock of the
Corporation, unless such amendment, alteration, change or repeal
has previously been expressly approved by the Board of Directors
of the Corporation by the affirmative vote or consent of at least
sixty-six and two-thirds percent (66 2/3%) of the number of
Directors then authorized by, or in the manner provided in, the
By-laws, in which case the shareholder vote required by this
Section D of Article 13 shall not apply.

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