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                                                                    Exhibit 4.1

                                   CERTIFICATE
                                       OF
                        AMENDED ARTICLES OF INCORPORATION
                                       OF
                                FERRO CORPORATION


         Adolph Posnick, who is Chairman of the Board of Directors and Paul B.
Campbell, who is Secretary, of the above-named Ohio corporation for profit with
its principal location at Cleveland, Ohio, do hereby certify that a meeting of
the Board of Directors was duly called on April 28, 1989, at which meeting the
following Eleventh Amended Articles of Incorporation were adopted in accordance
with Section 1701.72(B) of the Ohio Revised Code to supersede and take the place
of the existing Tenth Amended Articles of Incorporation and all amendments
thereto, including the amendment thereto approved by the requisite vote of the
shareholders on that date.

                   ELEVENTH AMENDED ARTICLES OF INCORPORATION
                              OF FERRO CORPORATION

         FIRST:  The name of the corporation shall be Ferro Corporation.

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

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

            (1)  Manufacturing, buying, selling, and dealing in enamels and
                 enameled wares and products of all kinds; applying enamel to
                 metals and other materials.

            (2)  Developing, manufacturing, buying, selling, and dealing in
                 paints, lacquers, and other coatings or finishes or
                 constituents thereof; chemicals and other products, natural or
                 synthetic, of all kinds.

            (3)  Designing, manufacturing, erecting, installing, equipping,
                 buying, selling, and dealing in furnaces, smelters, kilns,
                 ovens, and all manner of articles, devices, appliances,
                 machinery, tools, materials and equipment for industrial,
                 commercial or domestic use, and parts or elements thereof.

            (4)  The doing of all such further acts and things as are
                 necessary, convenient or expedient to accomplish the purposes
                 aforesaid and as otherwise permitted by law.

         FOURTH: The number of shares which the Corporation is authorized to
have outstanding is 77,000,000, consisting of 2,000,000 shares of Serial
Preferred Stock without Par

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Value (hereinafter called "Serial Preferred Stock") and 75,000,000 shares of
Common Stock of the Par Value of $1.00 each (hereinafter called "Common Stock").

         No holder of any class of shares of the Corporation shall, as such
holder, have any preemptive or preferential right to purchase or subscribe to
any shares of any class of stock of the Corporation, whether now or hereafter
authorized, whether unissued or in the treasury, or to purchase any obligations
convertible into shares of any class of stock of the Corporation, which at any
time may be proposed to be issued by the Corporation or subjected to rights or
options to purchase granted by the Corporation.

         The shares of such classes shall have the following express terms:


                                   DIVISION A

                   EXPRESS TERMS OF THE SERIAL PREFERRED STOCK


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

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

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

                  (c) The annual dividend rate of the series.

                  (d) The dates at which dividends, if declared, shall be
payable, and the dates from which dividends shall be cumulative.

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

                  (f) The terms and amount of any sinking fund provided for the
purchase or redemption of shares of the series.

                  (g) The amounts payable on shares of the series in the event
of any voluntary liquidation, dissolution, or winding up of the affairs of the
Corporation.


                                      -2-
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                  (h) Whether the shares of the series shall be convertible into
Common Stock, and, if so, the conversion price or prices, any adjustments
thereof, and all other terms and conditions upon which conversion may be made;
provided, however, that in no event shall the number of shares of Common Stock
issuable upon conversion of the Serial Preferred Stock exceed 2,000,000 shares
plus such additional shares as may be required to be issued pursuant to
anti-dilution provisions of any Serial Preferred Stock.

                  (i) Restrictions (in addition to those set forth in Sections
5(b) and 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 Articles of Incorporation fixing, with respect to each such
series, the matters described in clauses (a) to (i), both inclusive, of this
Section 1.

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

         SECTION 3. In no event so long as any Serial Preferred Stock shall be
outstanding shall any dividends, except a dividend payable in Common Stock or
other shares ranking junior to the Serial Preferred Stock, be paid or declared
or any distribution be made except as aforesaid on the Common Stock or any other
shares ranking junior to the Serial Preferred Stock, nor shall any Common Stock
or any other shares ranking junior to the Serial Preferred Stock be purchased,
retired, or otherwise acquired by the Corporation (except out of the proceeds of
the sale of Common Stock or other shares ranking junior to the Serial Preferred
Stock received by the Corporation subsequent to January 1, 1984):

                  (a) Unless all accrued and unpaid dividends on Serial
Preferred Stock, including the full dividends for the current quarterly dividend
period, shall have been declared and paid or a sum sufficient for payment
thereof set apart; and

                  (b) Unless there shall be no arrearages with respect to the
redemption of Serial Preferred Stock of any series from any sinking fund
provided for shares of such series in accordance with the provisions of Section
1 of this Division.

         SECTION 4. (a) The holders of Serial Preferred Stock of any series
shall, in case of liquidation, dissolution, or winding up of the affairs of the
Corporation, be entitled to receive in full out of the assets of the
Corporation, including its capital, before any amount shall be paid or


                                      -3-
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distributed among the holders of the Common Stock or any other shares ranking
junior to the Serial Preferred Stock:

                  (i) in the event of any voluntary liquidation, dissolution, or
         winding up of the affairs of the Corporation, the amounts fixed with
         respect to shares of such series in accordance with Section 1 of this
         Division; or

                  (ii) in the event of any involuntary liquidation, dissolution,
         or winding up of the affairs of the Corporation, $25 per share;

plus in either event an amount equal to all dividends accrued and unpaid thereon
to the date of payment of the amount due pursuant to such liquidation,
dissolution, or winding up of the affairs of the Corporation. In case the net
assets of the Corporation legally available therefor are insufficient to permit
the payment upon all outstanding shares of Serial Preferred Stock of the full
preferential amount to which they are respectively entitled, then such net
assets shall be distributed ratably upon outstanding shares of Serial Preferred
Stock in proportion to the full preferential amount to which each such share is
entitled.

         After payment to holders of Serial Preferred Stock of the full
preferential amounts as aforesaid, holders of Serial Preferred Stock as such
shall have no right or claim to any of the remaining assets of the Corporation.

                  (b) The merger or consolidation of the Corporation into or
with any other corporation, or the merger of any other corporation into it, or
the sale, lease or conveyance of all or substantially all the property or
business of the Corporation, shall not be deemed to be a dissolution,
liquidation, or winding up, voluntary or involuntary, for the purposes of this
Section 4.

         SECTION 5. (a) The holders of Serial Preferred Stock shall be entitled
to one vote for each share of such stock upon all matters presented to the
shareholders; and, except as otherwise provided herein or required by law, the
holders of Serial Preferred Stock and the holders of Common Stock shall vote
together as one class on all matters.

         If, and so often as, the Corporation shall be in default in the payment
of six (6) full quarterly dividends (whether or not consecutive) on any series
of Serial Preferred Stock at the time outstanding, whether or not earned or
declared, the holders of Serial Preferred Stock of all series, voting separately
as a class and in addition to all other rights to vote for Directors, shall be
entitled to elect, as herein provided, two (2) members of the Board of Directors
of the Corporation; provided, however, that the holders of shares of Serial
Preferred Stock shall not have or exercise such special class voting rights
except at meetings of the shareholders for the election of Directors at which
the holders of not less than thirty-five percent (35%) of the outstanding shares
of Serial Preferred Stock of all series then outstanding are present in person
or by proxy; and provided further that the special class voting rights provided
for herein when the same shall have become vested shall remain so vested until
all accrued and unpaid dividends on the Serial Preferred Stock of all series
then outstanding shall have been paid, whereupon the holders of Serial Preferred
Stock shall be divested of their special class voting rights in respect of



                                      -4-
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subsequent elections of Directors, subject to the revesting of such special
class voting rights in the event hereinabove specified in this paragraph.

         In the event of default entitling the holders of Serial Preferred Stock
to elect two (2) Directors as above specified, a special meeting of the
shareholders for the purpose of electing such Directors shall be called by the
Secretary of the Corporation upon written request of, or may be called by, the
holders of record of at least ten percent (10%) of the shares of Serial
Preferred Stock of all series at the time outstanding, and notice thereof shall
be given in the same manner as that required for the annual meeting of
shareholders; provided, however, that the Corporation shall not be required to
call such special meeting if the annual meeting of shareholders shall be held
within ninety (90) days after the date of receipt of the foregoing written
request from the holders of Serial Preferred Stock. At any meeting at which the
holders of Serial Preferred Stock shall be entitled to elect Directors, the
holders of thirty-five percent (35%) of the then outstanding shares of Serial
Preferred Stock of all series, present in person or by proxy, shall be
sufficient to constitute a quorum, and the vote of the holders of a majority of
such shares so present at any such meeting at which there shall be such a quorum
shall be sufficient to elect the members of the Board of Directors which the
holders of Serial Preferred Stock are entitled to elect as hereinabove provided.
The two directors who may be elected by the holders of Serial Preferred Stock
pursuant to the foregoing provisions shall be in addition to any other directors
then in office or proposed to be elected otherwise than pursuant to such
provisions, and nothing in such provisions shall prevent any change otherwise
permitted in the total number of directors of the Corporation or require the
resignation of any director elected otherwise than pursuant to such provisions.
Notwithstanding any classification of the other directors of the Corporation,
the two directors elected by the holders of Serial Preferred Stock shall be
elected annually for terms expiring at the next succeeding annual meeting of
shareholders.

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

                  (i) Any amendment, alteration, or repeal of any of the
         provisions of the Articles of Incorporation or of the Regulations of
         the Corporation which affects adversely the voting powers, rights or
         preferences of the holders of Serial Preferred Stock; provided,
         however, that, for the purpose of this clause (i) only, neither the
         amendment of the Articles of Incorporation so as to authorize or
         create, or to increase the authorized or outstanding amount of, Serial
         Preferred Stock or of any shares of any class ranking on a parity with
         or junior to the Serial Preferred Stock, nor the amendment of the
         provisions of the Regulations so as to increase the number of Directors
         of the Corporation shall be deemed to affect adversely the voting
         powers, rights or preferences of the holders of Serial Preferred Stock;
         and provided further, that if such amendment, alteration, or repeal
         affects adversely the rights or preferences of one or more but not all
         series of Serial Preferred Stock at the time outstanding, only the
         affirmative vote of the


                                      -5-
<PAGE>

         holders of at least two-thirds of the number of shares at the time
         outstanding of the series so affected shall be required;

                  (ii) The authorization or creation of, or the increase in the
         authorized amount of, any shares of any class, or any security
         convertible into shares of any class, ranking prior to the Serial
         Preferred Stock; or

                  (iii) The purchase or redemption (for sinking fund purposes or
         otherwise) of less than all of the Serial Preferred Stock then
         outstanding except in accordance with a stock purchase offer made to
         all holders of record of Serial Preferred Stock, unless all dividends
         upon all Serial Preferred Stock then outstanding for all previous
         quarterly dividend periods shall have been declared and paid or funds
         therefor set apart and all accrued sinking fund obligations applicable
         thereto shall have been complied with.

                  (c) The affirmative vote of the holders of at least a majority
of the shares of Serial Preferred Stock at the time outstanding, given in person
or by proxy at a meeting called for the purpose at which the holders of Serial
Preferred Stock shall vote separately as a class, shall be necessary to effect
any one or more of the following (but so far as the holders of Serial Preferred
Stock are concerned, such action may be effected with such vote):

                  (i) The sale, lease or conveyance by the Corporation of all or
         substantially all of its property or business, or its consolidation
         with or merger into any other corporation unless the corporation
         resulting from such consolidation or merger will have after such
         consolidation or merger no class of shares either authorized or
         outstanding ranking prior to or on a parity with the Serial Preferred
         Stock except the same number of shares ranking prior to or on a parity
         with the Serial Preferred Stock and having the same rights and
         preferences as the shares of the Corporation authorized and outstanding
         immediately preceding such consolidation or merger, and each holder of
         Serial Preferred Stock immediately preceding such consolidation or
         merger shall receive the same number of shares, with the same rights
         and preferences, of the resulting corporation; or

                  (ii) The authorization of any shares ranking on a parity with
         the Serial Preferred Stock or an increase in the authorized number of
         shares of Serial Preferred Stock.

         SECTION 6. For the purpose of this Division A: Whenever reference is
made to shares "ranking prior to the Serial Preferred Stock" or "on a parity
with the Serial Preferred Stock," such reference shall mean and include all
shares of the Corporation in respect of which the rights of the holders thereof
as to the payment of dividends 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, or rank on an equality with (as
the case may be) the rights of holders of Serial Preferred Stock; and whenever
reference is made to shares "ranking junior to the Serial Preferred Stock," such
reference shall mean and include all shares of the Corporation in respect of
which the rights of the holders thereof as to the payment of dividends and as to
distributions in


                                      -6-
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the event of a voluntary or involuntary liquidation, dissolution, or winding up
of the affairs of the Corporation are junior and subordinate to the rights of
the holders of Serial Preferred Stock.


                                  DIVISION A-1

                       EXPRESS TERMS OF THE SERIES A ESOP
                           CONVERTIBLE PREFERRED STOCK

         There is hereby established, in accordance with and subject to the
provisions of Division A of the Corporation's Amended Articles of Incorporation,
a first series of the Serial Preferred Stock to which Sections 2 through 6, both
inclusive, of such Division A and the following provisions shall be applicable:

         SECTION 1.  Designation of Series; Restrictions on Issuance.

         (a) The series shall be designated "Series A ESOP Convertible Preferred
Stock" (hereinafter called the "Series A Preferred Stock").

         (b) The shares of the Series A Preferred Stock shall be issued only to
National City Bank, as trustee, or any successor trustee (the "trustee") of the
Ferro Corporation Savings and Stock Ownership Plan, as the same may be amended,
or any successor plan (the "Plan") or the trustee's pledgee holding such shares
as security for loans made to such trustee on behalf of an employee stock
ownership plan or other employee benefit plan of the Corporation. All references
to the holder of the shares of the Series A Preferred Stock shall mean the
trustee or such trustee's pledgee. In the event of any transfer of any shares of
Series A Preferred Stock to any person other than any such Plan trustee or
pledgee, the shares of Series A Preferred Stock so transferred upon such
transfer and without any further action by the Corporation or the holder, shall
automatically be converted into shares of Common Stock on the terms otherwise
provided for the conversion of shares of the Series A Preferred Stock into
shares of Common Stock pursuant to Section 8 of Division A-1 and no such
transferee shall have any of the voting powers, preferences and any relative,
participating, optional or special rights ascribed to shares of the Series A
Preferred Stock hereunder but, rather, only the powers and rights pertaining to
the Common Stock into which such shares of the Series A Preferred Stock shall be
so converted. Certificates representing shares of the Series A Preferred Stock
shall be legended to reflect such restrictions on transfer. Notwithstanding the
foregoing provisions of this Section 1(b) of Division A-1, shares of the Series
A Preferred Stock (i) may be converted into shares of Common Stock pursuant to
Section 8 of Division A-1 and the shares of Common Stock issued upon such
conversion may be transferred by the holder thereof as permitted by law and (ii)
shall be redeemable by the Corporation upon the terms and conditions provided by
Sections 5 and 8 of this Division A-1.

         SECTION 2. Number of Shares. The number of shares of the Series A
Preferred Stock is 1,762,500 which number from time to time may be increased or
decreased (but not below the number of shares of the series then outstanding) by
the Board of Directors.


                                      -7-
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         SECTION 3. Dividend Rate. Subject to any provisions for adjustment
hereinafter set forth, the holders of shares of the Series A Preferred Stock
shall be entitled to receive cash dividends ("Preferred Dividends") in an amount
equal to seven percent (7%) of the Redemption Price per share per annum. If the
Redemption Price is adjusted in accordance with Section 5(d) of this Division
A-1, Preferred Dividends shall accrue from the date of initial issuance of the
Series A Preferred Stock based upon the Redemption Price as so adjusted.

         SECTION 4. Dividend Payment Dates; Cumulation Date. Preferred Dividends
shall be payable in equal installments quarterly in arrears, on the last day of
March, June, September and December of each year commencing June 30, 1989 to
holders of record at the beginning of business on such dividend payment date,
except that the Preferred Dividends payable on June 30, 1989, for the period
from the date of issuance of the Series A Preferred Stock until such date, shall
be based upon the rate set forth in Section 3 of this Division A-1 and the
number of days elapsed from the date of issuance of such stock. Preferred
Dividends on outstanding shares of Series A Preferred Stock shall be cumulative
from the date of the issuance of such shares. Preferred Dividends shall accrue
on a daily basis whether or not the Corporation shall have earnings or surplus
at the time. Preferred Dividends accrued on the shares of Series A Preferred
Stock for any period less than a full quarterly period between dividend payment
dates shall be computed on the basis of a 360-day year of 30-day months. In the
event that any dividend payment date shall occur on any day other than a
"Business Day" (as defined in Section 8(n)(vii) of Division A-1), the dividend
payment due on such dividend payment date shall be paid on the Business Day
immediately preceding such dividend payment date. Accrued but unpaid Preferred
Dividends shall cumulate as of the dividend payment date on which they first
become payable, but no interest shall be payable on accrued but unpaid Preferred
Dividends.

         SECTION 5.  Redemption.

         (a) The shares of the Series A Preferred Stock shall be subject to
mandatory redemption by the Corporation upon the occurrence of the following
event:

                  (i) If the affirmative vote of the holders of at least a
         majority of the shares of all Serial Preferred Stock at the time
         outstanding and voting separately as a class is not obtained at any
         meeting called pursuant to Section 5(c)(i) of Division A of the Amended
         Articles of Incorporation with respect to any matters that are
         described therein and if, in the absence of such Section 5(c)(i), the
         holders of the Serial Preferred Stock would not have had the right as a
         matter of law to vote separately as a class on such matters, and if all
         required voting approvals with respect to such matters have been
         obtained from the holders of the Common Stock and, in the judgment of
         the Board of Directors, all other material conditions to the
         consummation of such matters are likely to be satisfied.

         (b) The shares of the Series A Preferred Stock shall be redeemable, in
whole or in part, at the option of the holder, at any time or from time to time
upon notice to the Corporation given not less than five (5) Business Days prior
to the date fixed by the holder in such notice for such redemption:


                                      -8-
<PAGE>

                  (i) When, to the extent and in the number of shares necessary
         for such holder to provide for distributions required to be made to
         participants under, or to satisfy an investment election provided to
         participants in accordance with, or to provide for loans to or
         withdrawals by participants under, the Plan; or

                  (ii) When, to the extent and in the number of shares necessary
         for such holder to make payment of principal, interest or premium due
         and payable (whether as scheduled or upon acceleration) on any
         promissory note of the trustee under the Plan or any indebtedness
         incurred by the holder for the benefit of the Plan.

         (c) The shares of the Series A Preferred Stock shall be redeemable, in
whole or in part, at the option of the Corporation:

                  (i) At any time after July 1, 1999; or

                  (ii) If the exclusion of interest received by any lender on
         any borrowings by the trustee of the Plan (or any indebtedness incurred
         by the holder for the benefit of the Plan) from the lender's income
         pursuant to Section 133 or any successor provision of the Internal
         Revenue Code of 1986, as the same may be amended and in effect from
         time to time (the "Code") is reduced to a percentage amount less than
         fifty percent (50%); or

                  (iii) If the Corporation terminates the Plan or terminates
future contributions to the Plan.

         (d) In any redemption of the Series A Preferred Stock other than under
Section 5(c)(iii) of this Division A-1, the redemption price per share initially
shall be $46.375, adjusted as provided in the next succeeding sentence (as so
adjusted, the "Redemption Price"), plus, in each case, an amount equal to all
accrued and unpaid dividends thereon to the date fixed for redemption. The
initial Redemption Price of $46.375 per share shall be adjusted to the average
of the Current Market Price of the Common Stock on each of the third, fourth and
fifth full Unaffected Trading Days after the initial issuance of Series A
Preferred Stock; provided, however, that (i) the initial Redemption Price may be
reduced, but not increased, and (ii) the initial Redemption Price may not be
reduced below $40 per share. If an adjustment to the initial Redemption Price is
required pursuant to the next preceding sentence, the Corporation shall
forthwith place on file with the Secretary of the Corporation and deliver to the
holders of the Series A Preferred Stock a statement signed by two officers of
the Corporation stating the adjusted Redemption Price and setting forth in
reasonable detail such facts as shall be necessary to show the determination of
the adjusted Redemption Price.

         (e) In the event of a redemption of any shares of the Series A
Preferred Stock under Section 5(c)(iii) of this Division A-1, the Corporation
shall pay the Redemption Price plus an additional amount as follows:


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          During the Twelve-
        Month Period Beginning                       Percentage of
               April 24                            Redemption Price
        ----------------------                     ----------------

                1989.....................................7.0%
                1990.....................................6.3
                1991.....................................5.6
                1992.....................................4.9
                1993.....................................4.2
                1994.....................................3.5
                1995.....................................2.8
                1996.....................................2.1
                1997.....................................1.4
                1998.......................................7

and thereafter the Redemption Price, and no additional amount, plus, in each
case, an amount equal to all accrued and unpaid dividends thereon to the date
fixed for redemption.

         (f) Payment of the Redemption Price shall be made by the Corporation in
cash or shares of Common Stock, or a combination thereof, as permitted by
paragraph (i) of this Section 5 of Division A-1. From and after the date fixed
for redemption, dividends on shares of the Series A Preferred Stock called for
redemption will cease to accrue, such shares will no longer be deemed to be
outstanding and all rights in respect of such shares shall cease, except the
right to receive the Redemption Price. If less than all of the outstanding
shares of the Series A Preferred Stock are to be redeemed, then except in the
case of a redemption under Section 5(b) or 5(c)(ii) above of Division A-1, the
Corporation shall either redeem a portion of the shares of each holder
determined pro rata based on the number of shares held by each holder or shall
select the shares to be redeemed by lot, as may be determined by the Board of
Directors of the Corporation.

         (g) In the event (i) there is a change in the federal tax law of the
United States of America which has the effect of precluding the Corporation from
claiming any of the tax deductions for dividends paid on the Series A Preferred
Stock when such dividends are used as provided under Section 404(k)(2) of the
Code as in effect on the date of the initial issuance of the Series A Preferred
Stock, or (ii) the Plan, as the same may be amended, or any successor plan is
determined by the Internal Revenue Service not to be qualified within the
meaning of Sections 401(a) or 4975(e)(7) of the Code, the Corporation may, in
its sole discretion and notwithstanding anything to the contrary in this Section
5 of Division A-1, elect to redeem such shares for the Redemption Price.

         (h) Unless otherwise required by law, notice of redemption will be sent
to the holders of the Series A Preferred Stock at the address shown on the books
of the Corporation or any transfer agent for the Series A Preferred Stock by
first class mail, postage prepaid, mailed not less than twenty (20) days nor
more than sixty (60) days prior to the redemption date. Each such notice shall
state: (i) the redemption date; (ii) the total number of shares of the Series A
Preferred Stock to be redeemed and, if fewer than all the shares held by such
holder are to be redeemed, the number of such shares to be redeemed from such
holder; (iii) the Redemption

                                      -10-
<PAGE>

Price; (iv) the place or places where certificates for such shares are to be
surrendered for payment of the Redemption Price; (v) that dividends on the
shares to be redeemed will cease to accrue on such redemption date; and (vi) the
conversion rights of the shares to be redeemed, the period within which
conversion rights may be exercised, and the Conversion Ratio and number of
shares of Common Stock issuable upon conversion of a share of the Series A
Preferred Stock at the time. Upon surrender of the certificates for any shares
so called for redemption and not previously converted (properly endorsed or
assigned for transfer, if the Board of Directors of the Corporation shall so
require and the notice shall so state), such shares shall be redeemed by the
Corporation at the date fixed for redemption and for the Redemption Price.

         (i) The Corporation, at its option, may make payment of the Redemption
Price required upon redemption of shares of the Series A Preferred Stock in cash
or in shares of Common Stock, or in a combination of such shares and cash, any
such shares to be valued for such purpose at their Fair Market Value (as defined
in paragraph (n) of Section 8 of Division A-1).

         SECTION 6. Sinking Fund. There shall be no sinking fund established or
provided by the Corporation for the purchase or redemption of shares of the
Series A Preferred Stock.

         SECTION 7. Voluntary Liquidation. The amount payable on shares of the
Series A Preferred Stock in the event of any voluntary liquidation, dissolution,
or winding up of the affairs of the Corporation shall be the Redemption Price
plus all accrued and unpaid dividends thereon to the date fixed for
distribution, and no more.

         SECTION 8. Conversion Rights.

         (a) A holder of shares of the Series A Preferred Stock shall be
entitled, at any time (or in the case of shares called for redemption, then
until the close of business on the Business Day before the date fixed for
redemption of such shares pursuant to Section 5 or this Section 8 of Division
A-1) to cause any or all of such shares to be converted into shares of Common
Stock, initially at a conversion rate equal to the ratio of .77 of a share of
Common Stock for each one share of Series A Preferred Stock, and which shall be
adjusted as hereinafter provided (and, as so adjusted, rounded to the nearest
ten-thousandth, is hereinafter sometimes referred to as the "Conversion Ratio").

         (b) Any holder of shares of the Series A Preferred Stock desiring to
convert such shares into shares of Common Stock shall surrender the certificate
or certificates representing the shares of the Series A Preferred Stock being
converted, duly assigned or endorsed for transfer to the Corporation (or
accompanied by duly executed stock powers relating thereto), at the principal
executive office of the Corporation or the offices of the transfer agent for the
Series A Preferred Stock or such office or offices in the continental United
States of an agent for conversion as may from time to time be designated by
notice to the holders of the Series A Preferred Stock by the Corporation or the
transfer agent for the Series A Preferred Stock, accompanied by written notice
of conversion. Such notice of conversion shall specify (i) the number of shares
of the Series A Preferred Stock to be converted and the name or names in which
such holder wishes the certificate or certificates for Common Stock and for any
shares of the Series A Preferred Stock


                                      -11-
<PAGE>

not to be so converted to be issued, and (ii) the address to which such holder
wishes delivery to be made of such new certificates to be issued upon such
conversion.

         (c) Upon surrender of a certificate representing a share or shares of
the Series A Preferred Stock for conversion, the Corporation shall issue and
send by hand delivery (with receipt to be acknowledged) or by first class mail,
postage prepaid, to the holder thereof or to such holder's designee, at the
address designated by such holder, a certificate or certificates for the number
of shares of Common Stock to which such holder shall be entitled upon
conversion. In the event that there shall have been surrendered a certificate or
certificates representing shares of the Series A Preferred Stock, only part of
which are to be converted, the Corporation shall issue and deliver to such
holder or such holder's designee a new certificate or certificates representing
the number of shares of the Series A Preferred Stock which shall not have been
converted.

         (d) The Issuance by the Corporation of shares of Common Stock upon a
conversion of shares of the Series A Preferred Stock into shares of Common Stock
shall be effective as of the earlier of (i) the delivery to such holder or such
holder's designee of the certificates representing the shares of Common Stock
issued upon conversion thereof or (ii) the commencement of business on the
second Business Day after the surrender of the certificate or certificates for
the shares of the Series A Preferred Stock to be converted, duly assigned or
endorsed for transfer to the Corporation (or accompanied by duly executed stock
powers relating thereto) as provided herein. On and after the effective date of
conversion, the person or persons entitled to receive the Common Stock issuable
upon such conversion shall be treated for all purposes as the record holder or
holders of such shares of Common Stock, but no allowance or adjustment shall be
made in respect of dividends payable to holders of Common Stock in respect of
any period prior to such effective date. The Corporation shall not be obligated
to pay any dividends which shall have been declared and shall be payable to
holders of shares of the Series A Preferred Stock on a dividend payment date if
such dividend payment date for such dividend shall be subsequent to the
effective date of conversion of such shares. The stated capital of each share of
Common Stock issued upon a conversion of shares of the Series A Preferred Stock
shall be the par value of such Common Stock.

         (e) The Corporation shall not be obligated to deliver to holders of the
Series A Preferred Stock any fractional share or shares of Common Stock issuable
upon any conversion of such shares of the Series A Preferred Stock, but in lieu
thereof may make a cash payment in respect thereof in any manner permitted by
law.

         (f) Whenever the Corporation shall issue shares of Common Stock upon
conversion of shares of the Series A Preferred Stock as contemplated by this
Section 8 of Division A-1, the Corporation shall issue together with each share
of Common Stock a right to purchase Common Stock of the Corporation (or other
securities in lieu thereof) pursuant to the Rights Agreement between the
Corporation and National City Bank dated as of March 21, 1986, as amended March
31, 1989, and as the same may be further amended from time to time thereafter
and any successor agreement thereto (the "Rights Agreement"), or any rights
issued to holders of the Common Stock in addition thereto or in replacement
therefor, whether or not such rights shall be exercisable or tradeable
separately from the Common Stock at such time, but only if such rights are
outstanding and have not expired or been redeemed or exchanged.


                                      -12-
<PAGE>

         (g) The Corporation shall at all times reserve and keep available out
of its authorized and unissued Common Stock and/or Common Stock held in its
treasury, solely for issuance upon the conversion of shares of the Series A
Preferred Stock as herein provided, such number of shares of Common Stock as
shall from time to time be issuable upon the conversion of all the shares of the
Series A Preferred Stock then outstanding. The Corporation shall prepare and
shall use its best efforts to obtain and keep in force such governmental or
regulatory permits or other authorizations as may be required by law, and shall
comply with all requirements as to registration or qualification of the Common
Stock, in order to enable the Corporation lawfully to issue and deliver to each
holder of record of the Series A Preferred Stock such number of shares of its
Common Stock as shall from time to time be sufficient to effect the conversion
of all shares of the Series A Preferred Stock then outstanding and convertible
into shares of Common Stock.

         (h) In the event the Corporation shall, at any time or from time to
time while any of the shares of the Series A Preferred Stock are outstanding,
(i) pay a dividend or make a distribution in respect of the Common Stock in
shares of Common Stock, (ii) subdivide the outstanding shares of Common Stock,
or (iii) combine the outstanding shares of Common Stock into a smaller number of
shares, in each case whether by reclassification of shares, recapitalization of
the Corporation (including a recapitalization effected by a merger or
consolidation to which paragraphs (p), (q) and (r) of this Section 8 of Division
A-1 do not apply) or otherwise, the Conversion Ratio in effect immediately prior
to such action shall be adjusted by multiplying such Conversion Ratio by a
fraction, the numerator of which is the number of shares of Common Stock
outstanding immediately after such event, and the denominator of which is the
number of shares of Common Stock outstanding immediately before such event. An
adjustment made pursuant to this paragraph 8(h) shall be given effect, upon
payment of such a dividend or distribution, as of the record date for the
determination of shareholders entitled to receive such dividend or distribution
(on a retroactive basis) and in the case of a subdivision or combination shall
become effective immediately as of the effective date thereof.

         (i) In the event that the Corporation shall, at any time or from time
to time while any of the shares of the Series A Preferred Stock are outstanding,
issue to holders of shares of Common Stock as a dividend or distribution,
including by way of a reclassification of shares or a recapitalization of the
Corporation, any right or warrant to purchase shares of Common Stock (but not
including as such a right or warrant any security convertible into or
exchangeable for shares of Common Stock or any right or warrant issued pursuant
to the Rights Agreement) at a purchase price per share less than the Fair Market
Value (as hereinafter defined) of a share of Common Stock on the date of
issuance of such right or warrant, then, subject to the provisions of paragraphs
(l) and (m) of this Section 8 of Division A-1, the Conversion Ratio in effect
immediately prior to such issuance shall be adjusted by multiplying such
Conversion Ratio by a fraction, the numerator of which shall be the sum of (i)
the number of shares of Common Stock outstanding immediately before such
issuance of rights or warrants and (ii) the maximum number of shares of Common
Stock that could be acquired upon exercise in full of all such rights and
warrants, and the denominator of which shall be the sum of (i) number of shares
of Common Stock outstanding immediately before such issuance of rights or
warrants and (ii) the number of shares of Common Stock which could be purchased
at the Fair Market Value of a share of Common Stock at the time of such issuance
for the maximum aggregate consideration payable upon exercise in full of all
such rights or warrants.


                                      -13-
<PAGE>

         (j) In the event the Corporation shall, at any time or from time to
time while any of the shares of the Series A Preferred Stock are outstanding,
issue, sell or exchange shares of Common Stock (other than pursuant to (i) any
right or warrant to purchase or acquire shares of Common Stock (including as
such a right or warrant any security convertible into or exchangeable for shares
of Common Stock), (ii) the Rights Agreement and (iii) any employee or director
incentive, compensation or benefit plan or arrangement (including any
employment, severance or consulting agreement) of the Corporation or any
subsidiary of the Corporation heretofore or hereafter adopted) for a
consideration having a Fair Market Value on the date of issuance, sale or
exchange less than the Fair Market Value of such shares on the date of issuance,
sale or exchange, then, subject to the provisions of paragraphs (l) and (m) of
this Section 8, the Conversion Ratio in effect immediately prior to such
issuance, sale or exchange shall be adjusted by multiplying such Conversion
Ratio by a fraction, the numerator of which shall be the product of (i) the Fair
Market Value of a share of Common Stock on the day immediately preceding the
first public announcement of such issuance, sale or exchange and (ii) the sum of
the number of shares of Common Stock outstanding on such day plus the number of
shares of Common Stock so issued, sold or exchanged by the Corporation, and the
denominator of which shall be the sum of (i) the Fair Market Value of all the
shares of Common Stock outstanding on the day immediately preceding the first
public announcement of such issuance, sale or exchange and (ii) the Fair Market
Value of the consideration on the date received by the Corporation in respect of
such issuance, sale or exchange of shares of Common Stock. In the event the
Corporation shall, at any time or from time to time while any shares of the
Series A Preferred Stock are outstanding, issue, sell or exchange any right or
warrant to purchase or acquire shares of Common Stock (including as such a right
or warrant any security convertible into or exchangeable for shares of Common
Stock), other than any such issuance to holders of shares of Common Stock as a
dividend or distribution (including by way of a reclassification of shares or a
recapitalization of the Corporation) and other than pursuant to (i) the Rights
Agreement or (ii) any employee or director incentive, compensation or benefit
plan or arrangement (including any employment, severance or consulting
agreement) of the Corporation or any subsidiary of the Corporation heretofore or
hereafter adopted, for a consideration having a Fair Market Value on the date of
such issuance, sale or exchange less than the Non-Dilutive Amount (as
hereinafter defined), then, subject to the provisions of paragraphs (l) and (m)
of this Section 8 of Division A-1, the Conversion Ratio shall be adjusted by
multiplying such Conversion Ratio by a fraction, the numerator of which shall be
the product of (i) the Fair Market Value of a share of Common Stock on the day
immediately preceding the first public announcement of such issuance, sale or
exchange and (ii) the sum of the number of shares of Common Stock outstanding on
such day plus the maximum number of shares of Common Stock which could be
acquired pursuant to such right or warrant at the time of the issuance, sale or
exchange of such right or warrant (assuming shares of Common Stock could be
acquired pursuant to such right or warrant at such time), and the denominator of
which shall be the sum of (i) the Fair Market Value of all the shares of Common
Stock outstanding on the day immediately preceding the first public announcement
of such issuance, sale or exchange, (ii) the Fair Market Value of the
consideration received by the Corporation in respect of such issuance, sale or
exchange of such right or warrant and (iii) the Fair Market Value at the time of
such issuance of the consideration which the Corporation would receive upon
exercise in full of all such rights or warrants.

         (k) In the event the Corporation shall, at any time or from time to
time while any of the shares of the Series A Preferred Stock are outstanding,
make an Extraordinary Distribution


                                      -14-
<PAGE>

(as hereinafter defined) in respect of the Common Stock, whether by dividend,
distribution, reclassification of shares or recapitalization of the Corporation
(including a recapitalization or reclassification effected by a merger,
combination or consolidation to which paragraphs (p), (q) and (r) of this
Section 8 of Division A-1 do not apply) or effect a Pro Rata Repurchase (as
hereinafter defined) of Common Stock, the Conversion Ratio in effect immediately
prior to such Extraordinary Distribution on Pro Rata Repurchase shall, subject
to paragraphs (l) and (m) of this Section 8, be adjusted by multiplying such
Conversion Ratio by a fraction, the numerator of which shall be the product of
(i) the number of shares of Common Stock outstanding immediately before such
Extraordinary Distribution or Pro Rata Repurchase minus, in the case of a Pro
Rata Repurchase, the number of shares of Common Stock repurchased by the
Corporation and (ii) the Fair Market Value (as herein defined) of a share of
Common Stock on the record date with respect to an Extraordinary Distribution or
on the Effective Date (as hereinafter defined) of a Pro Rata Repurchase, as the
case may be, and the denominator of which shall be (i) the product of (x) the
number of shares of Common Stock outstanding immediately before such
Extraordinary Distribution or Pro Rata Repurchase and (y) the Fair Market Value
of a share of Common Stock on the record date with respect to an Extraordinary
Distribution, or on the Effective Date of a Pro Rata Repurchase, as the case may
be, minus (ii) the Fair Market Value of the Extraordinary Distribution or the
aggregate purchase price of the Pro Rata Repurchase, as the case may be;
provided, however, that no Pro Rata Repurchase shall cause an adjustment to the
Conversion Ratio unless the amount of all cash dividends and distributions made
during the period of twelve months preceding the Effective Date of such Pro Rata
Repurchase, when combined with the aggregate amount of all Pro Rata Repurchases
including such Pro Rata Repurchase (for this purpose, including only that
portion of the aggregate purchase price of each Pro Rata Repurchase which is in
excess of the Fair Market Value of the Common Stock repurchased as determined on
the Effective Date of each such Pro Rata Repurchase), the Effective Dates of
which fall within such twelve month period, exceeds ten percent (10%) of the
aggregate Fair Market Value of all shares of Common Stock outstanding on the
Effective Date of such Pro Rata Repurchase. The Corporation shall send each
holder of the Series A Preferred Stock (i) notice of its intent to make any
Extraordinary Distribution and (ii) notice of any offer by the Corporation to
make a Pro Rata Repurchase, in each case at the same time as, or as soon as
practicable after, such offer is first communicated (including by announcement
of a record date in accordance with the rules of any stock exchange on which the
Common Stock is listed or admitted to trading) to holders of Common Stock. Such
notice shall indicate the intended record date and the amount and nature of such
dividend or distribution, or the number of shares subject to such offer for a
Pro Rata Repurchase and the purchase price payable by the Corporation pursuant
to such offer, and the Conversion Ratio in effect at such time.

         (l) Notwithstanding any other provisions of this Section 8 of Division
A-1, the Corporation shall not be required to make any adjustment of the
Conversion Ratio unless such adjustment would require an increase or decrease of
at least one percent (1%) in the Conversion Ratio. Any lesser adjustment shall
be carried forward and shall be made no later than the time of, and together
with, the next subsequent adjustment which, together with any adjustment or
adjustments so carried forward, shall amount to an increase or decrease of at
least one percent (1%) in the Conversion Ratio.

         (m) If the Corporation shall make any dividend or distribution on the
Common Stock or issue any Common Stock, other capital stock or other security of
the Corporation or any rights


                                      -15-
<PAGE>

or warrants to purchase or acquire any such security, which transaction does not
result in an adjustment to the Conversion Ratio pursuant to the foregoing
provisions of this Section 8 of Division A-1, the Board of Directors of the
Corporation shall in its sole discretion consider whether such action is of such
a nature that it adversely affects the holders of the Series A Preferred Stock
and that an adjustment to the Conversion Ratio should equitably be made in
respect of such transaction. If in such case the Board of Directors of the
Corporation determines that an adjustment to the Conversion Ratio should be
made, an adjustment shall be made effective as of such date, as determined by
the Board of Directors of the Corporation. The determination of the Board of
Directors of the Corporation as to whether an adjustment to the Conversion Ratio
should be made pursuant to the foregoing provisions of this paragraph 8(m), and,
if so, as to what adjustment should be made and when, shall be final and binding
on the Corporation and all stockholders of the Corporation. The Corporation
shall be entitled to make such additional adjustments in the Conversion Ratio,
in addition to those required by the foregoing provisions of this Section 8 of
Division A-1 as shall be necessary in order that any dividend or distribution in
shares of capital stock of the Corporation, subdivision, reclassification or
combination of shares of stock of the Corporation or any recapitalization of the
Corporation shall not be taxable to holders of the Common Stock.

         (n) For purposes hereof, the following definitions shall apply:

                  (i) "Extraordinary Distribution" shall mean any dividend or
         other distribution (effected while any of the shares of the Series A
         Preferred Stock are outstanding) of (x) cash, where the aggregate
         amount of such cash dividend or distribution together with the amount
         of all cash dividends and distributions made during the preceding
         period of twelve months, when combined with the aggregate amount of all
         Pro Rata Repurchases (for this purpose, including only that portion of
         the aggregate purchase price of such Pro Rata Repurchase which is in
         excess of the Fair Market Value of the Common Stock repurchased as
         determined on the Effective Date of such Pro Rata Repurchases, the
         Effective Date of which fall within such twelve month period, exceeds
         ten percent (10%) of the aggregate Fair Market Value of all shares of
         Common Stock outstanding on the record date for determining the
         shareholders entitled to receive such Extraordinary Distribution and/or
         (y) of any shares of capital stock of the Corporation (other than
         shares of Common Stock), other securities of the Corporation (other
         than securities of the type referred to in paragraph (i) of this
         Section 8), evidences of indebtedness of the Corporation or any other
         person or any other property (including shares of any subsidiary of the
         Corporation), or any combination thereof. The Fair Market Value of an
         Extraordinary Distribution for purposes of paragraph (k) of this
         Section 8 shall be equal to the sum of the Fair Market Value of such
         Extraordinary Distribution as of the date made plus the amount of any
         cash dividends which are not Extraordinary Distributions made during
         such twelve month period and not previously included in the calculation
         of an adjustment pursuant to paragraph (k) of this Section 8.

                  (ii) "Fair Market Value" shall mean, as to shares of Common
         Stock or any other class of capital stock or securities of the
         Corporation or any other issuer which are publicly traded, the average
         of the Current Market Prices (as hereinafter


                                      -16-
<PAGE>

         defined) of such shares or securities for each day of the Adjustment
         Period (as hereinafter defined). The "Fair Market Value" of any
         security which is not publicly traded or of any other property shall
         mean the fair value thereof as determined by an independent investment
         banking or appraisal firm experienced in the valuation of such
         securities or property selected in good faith by the Board of Directors
         of the Corporation or a committee thereof, or, if no such investment
         banking or appraisal firm is in the good faith judgment of the Board of
         Directors or such committee available to make such determination, as
         determined in good faith by the Board of Directors of the Corporation
         or such committee.

                  (iii) "Current Market Price" of publicly traded shares of
         Common Stock or any other class of capital stock or other security of
         the Corporation or any other issuer for a day shall mean the last
         reported sales price, regular way, or, if no sale takes place on such
         day, the average of the reported closing bid and asked prices, regular
         way, in either case as reported on the Composite Tape for New York
         Stock Exchange ("NYSE") transactions (the "Composite Tape") or, if such
         security is not listed or admitted to trading on the NYSE, on the
         principal national securities exchange on which such security is listed
         or admitted to trading or, if not listed or admitted to trading on any
         national securities exchange, on the NASDAQ National Market System or,
         if such security is not quoted on such National Market System, the
         average of the closing bid and asked prices on each such day in the
         over-the-counter market as reported by NASDAQ or, if bid and asked
         prices for such security on each such day shall not have been reported
         through NASDAQ, the average of the bid and asked prices for such day as
         furnished by any NYSE member firm regularly making a market in such
         security selected for such purpose by the Board of Directors of the
         Corporation or a committee thereof, in each case, on each trading day
         during the Adjustment Period.

                  (iv) "Adjustment Period" shall mean the period of five (5)
         consecutive trading days preceding the date as of which the Fair Market
         Value of a security is to be determined.

                  (v) "Non-Dilutive Amount" in respect of an issuance, sale or
         exchange by the Corporation of any right or warrant to purchase or
         acquire shares of Common Stock (including any security convertible into
         or exchangeable for shares of Common Stock) shall mean (x) the product
         of (A) the Fair Market Value of a share of Common Stock on the trading
         day immediately preceding the first public announcement of such
         issuance, sale or exchange and (B) the maximum number of shares of
         Common Stock which could be acquired on such date upon the exercise in
         full of such rights and warrants (including upon the conversion or
         exchange of all such convertible or exchangeable securities), whether
         or not exercisable (or convertible or exchangeable) at such date, minus
         (y) the aggregate amount payable pursuant to such right or warrant to
         purchase or acquire such maximum number of shares of Common Stock;
         provided, however, that in no event shall the Non-Dilutive Amount be
         less than zero. For purposes of the foregoing sentence, in the case of
         a security convertible into or exchangeable for


                                      -17-
<PAGE>

         shares of Common Stock, the amount payable pursuant to a right or
         warrant to purchase or acquire shares of Common Stock shall be the Fair
         Market Value of such security on the date of the issuance, sale or
         exchange of such security by the Corporation.

                  (vi) "Pro Rata Repurchase" shall mean any purchase of shares
         of Common Stock by the Corporation or any subsidiary thereof, whether
         for cash, shares of capital stock of the Corporation, other securities
         of the Corporation, evidences of indebtedness of the Corporation or any
         other person or any other property (including shares of a subsidiary of
         the Corporation), or any combination thereof, effected while any of the
         shares of the Series A Preferred Stock are outstanding, pursuant to any
         tender offer or exchange offer subject to Section 13(e) of the
         Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
         any successor provision of law, or pursuant to any other offer
         available to substantially all holders of Common Stock; PROVIDED,
         HOWEVER, that no purchase of shares of the Corporation or any
         subsidiary thereof made in open market transactions shall be deemed a
         Pro Rata Repurchase. For purposes of this paragraph 8(n) of Division
         A-1, shares shall be deemed to have been purchased by the Corporation
         or any subsidiary thereof "in open market transactions" if they have
         been purchased substantially in accordance with the requirements of
         Rule 10b-18 as in effect under the Exchange Act on the date shares of
         the Series A Preferred Stock are initially issued by the Corporation or
         on such other terms and conditions as the Board of Directors of the
         Corporation or a committee thereof shall have determined are reasonably
         designed to prevent such purchases from having a material effect on the
         trading market for the Common Stock. The "Effective Date" of a Pro Rata
         Repurchase shall mean the applicable expiration date (including all
         extensions thereof) of any tender offer or exchange offer which is a
         Pro Rata Repurchase, or the date of purchase with respect to any Pro
         Rata Repurchase which is not a tender offer or exchange offer.

                  (vii) "Business Day" shall mean each day that is not a
         Saturday, Sunday or a day on which state or federally chartered banking
         institutions in Cleveland, Ohio are required or authorized to be
         closed.

                  (viii) "Unaffected Trading Day" shall mean each day on which
         the NYSE is open for business if the Corporation, its agents and others
         acting in concert do not purchase shares of Common Stock on such day
         and have not purchased shares of Common Stock after noon, New York
         time, on the previous day on which the NYSE was open for business.

         (o) Whenever an adjustment to the Conversion Ratio of the Series A
Preferred Stock is required pursuant to this Section 8 of Division A-1, the
Corporation shall forthwith place on file with the transfer agent for the Common
Stock and the Series A Preferred Stock if there be one, and with the Secretary
of the Corporation, a statement signed by two officers of the Corporation
stating the adjusted Conversion Ratio determined as provided herein, of the
Series A Preferred Stock. Such statement shall set forth in reasonable detail
such facts as shall be necessary to show the reason and the manner of computing
such adjustment, including any


                                      -18-
<PAGE>

determination of Fair Market Value involved in such computation. Promptly after
each adjustment to the Conversion Ratio of the Series A Preferred Stock, the
Corporation shall mail a notice thereof and of the then prevailing Conversion
Ratio to each holder of shares of the Series A Preferred Stock.

         (p) In the event that the Corporation shall consummate any
consolidation, combination or merger or similar business combination transaction
pursuant to which the outstanding shares of Common Stock are by operation of law
exchanged solely for or changed, reclassified or converted solely into stock of
any successor or resulting company (including the Corporation) that constitutes
"qualifying employer securities" with respect to a holder of the Series A
Preferred Stock within the meaning of Section 409(e) of the Code and Section
407(d)(5) of the Employee Retirement Income Security Act of 1974, as amended, or
any successor provisions of law, and, if applicable, for a cash payment in lieu
of fractional shares, if any, then subject to the Corporation's right to redeem
the Series A Preferred Stock under Section 5(a)(i) of this Division A-1, the
shares of the Series A Preferred Stock of such holder shall in connection
therewith be assumed by and shall become preferred stock of such successor or
resulting company, having in respect of such company insofar as possible the
same powers, preferences and relative, participating, optional or other special
rights (including the redemption rights provided by Section 5 of this Division
A-1 and this Section 8 of Division A-1), and the qualifications, limitations or
restrictions thereon, that the Series A Preferred Stock had immediately prior to
such transaction, except that after such transaction each share of the Series A
Preferred Stock shall be convertible, otherwise on the terms and conditions
provided by this Section 8 of Division A-1, into the number and kind of
qualifying employer securities so receivable by a holder of the number of shares
of Common Stock into which such shares of the Series A Preferred Stock could
have been converted immediately prior to such transaction; PROVIDED, HOWEVER,
that if by virtue of the structure of such transaction, a holder of Common Stock
is required to make an election with respect to the nature and kind of
consideration to be received in such transaction, which election cannot
practicably be made by the holders of the Series A Preferred Stock, then the
shares of Series A Preferred Stock shall, by virtue of such transaction and on
the same terms as apply to the holders of Common Stock, be converted into or
exchanged for the aggregate amount of stock, securities, cash or other property
(payable in kind) receivable by a holder of the number of shares of Common Stock
into which such shares of Series A Preferred Stock could have been converted
immediately prior to such transaction if such holder of Common Stock failed to
exercise any rights of election to receive any kind or amount of stock,
securities, cash or other property (other than such qualifying employer
securities and a cash payment, if applicable, in lieu of fractional shares)
receivable upon such transaction (provided that, if the kind or amount of
qualifying employer securities receivable upon such transaction is not the same
for each non-electing share, then the kind and amount of qualifying employer
securities receivable upon such transaction for each non-electing share shall be
the kind and amount so receivable per share by a plurality of the non-electing
shares). The rights of the Series A Preferred Stock as preferred stock of such
successor or resulting company shall successively be subject to adjustments
pursuant to this Section 8 of Division A-1 after any such transaction as nearly
equivalent to the adjustments provided for by such Section prior to such
transaction. The Corporation shall not consummate any such merger, consolidation
or similar transaction unless all then outstanding shares of the Series A
Preferred Stock shall be assumed and authorized by the successor or resulting
company as aforesaid.


                                      -19-
<PAGE>

         (q) In the event that the Corporation shall consummate any
consolidation, combination or merger or similar business combination transaction
pursuant to which the outstanding shares of Common Stock are by operation of law
exchanged for or changed, reclassified or converted into other stock or
securities or cash or any other property, or any combination thereof, other than
any such consideration which is constituted solely of qualifying employer
securities (as referred to in paragraph (p) of this Section 8 of Division A-1)
and cash payments, if applicable, in lieu of fractional shares, outstanding
shares of the Series A Preferred Stock shall, without any action on the part of
the Corporation or any holder thereof (but subject to paragraph (r) of this
Section 8 of Division A-1), be automatically converted by virtue of such merger,
combination, consolidation or similar transaction immediately prior to its
consummation into the number of shares of Common Stock into which such shares of
the Series A Preferred Stock could have been converted at such time so that each
share of the Series A Preferred Stock shall, by virtue of such transaction and
on the same terms as apply to the holders of Common Stock, be converted into or
exchanged for the aggregate amount of stock, securities, cash or other property
(payable in like kind) receivable by a holder of the number of shares of Common
Stock into which such shares of the Series A Preferred Stock could have been
converted immediately prior to such transaction; PROVIDED, HOWEVER, that if by
virtue of the structure or such transaction, a holder of Common Stock is
required to make an election with respect to the nature and kind of
consideration to be received in such transaction, which election cannot
practicably be made by the holders of the Series A Preferred Stock, then the
shares of the Series A Preferred Stock shall, by virtue of such transaction and
on the same terms as apply to the holders of Common Stock, be converted into or
exchanged for the aggregate amount of stock, securities, cash or other property
(payable in kind) receivable by a holder of the number of shares of Common Stock
into which such shares of the Series A Preferred Stock could have been converted
immediately prior to such transaction if such holder of Common Stock failed to
exercise any rights of election as to the kind or amount of stock, securities,
cash or other property receivable upon such transaction (provided that, if the
kind or amount of stock, securities, cash or other property receivable upon such
transaction is not the same for each non-electing share, then the kind and
amount of stock, securities, cash or other property receivable upon such
transaction for each non-electing share shall be the kind and amount so
receivable per share by a plurality of the non-electing shares.)

         (r) In the event the Corporation shall enter into any agreement
providing for any consolidation, combination or merger or similar business
combination transaction described in paragraph (q) of this Section 8 of Division
A-1, then the Corporation shall as soon as practicable thereafter (and in any
event at least ten (10) Business Days before consummation of such transaction)
give notice of such agreement and the material terms thereof to each holder of
the Series A Preferred Stock and each such holder shall have the right to elect,
by written notice to the Corporation, to receive, upon consummation of such
transaction (if and when such transaction is consummated), from the Corporation
or the successor of the Corporation, in redemption and retirement of the Series
A Preferred Stock, a cash payment equal to the amount payable in respect of
shares of the Series A Preferred Stock upon redemption pursuant to Section 5 of
Division A-1. No such notice of redemption shall be effective unless given to
the Corporation prior to the close of business on the fifth Business Day prior
to consummation of such transaction, unless the Corporation or the successor of
the Corporation shall waive such prior notice, but any notice of redemption so
given prior to such time may be withdrawn by notice of withdrawal given to the
Corporation prior to the close of business on the fifth Business Day prior to
consummation of such transaction.


                                      -20-
<PAGE>

         (s) Any shares of the Series A Preferred Stock acquired by the
Corporation by reason of the conversion or redemption of such shares as provided
hereby, or otherwise so acquired, shall except for shares of the Series A
Preferred Stock that have been redeemed pursuant to Section 5(b) of this
Division A-1, which shares may be reissued to the trustee of the Plan, be
cancelled as shares of Series A Preferred Stock and restored to the status of
authorized but unissued shares of the Serial Preferred Stock, without par
value, of the Corporation, undesignated as to series, and may thereafter be
reissued as part of a new series of such preferred stock as permitted by law.

         (t) All notices referred to herein shall be in writing, and all notices
hereunder shall be deemed to have been given upon the earlier of receipt thereof
or three (3) Business Days after the mailing thereof if sent by registered mail
(unless first-class mail shall be specifically permitted for such notice under
the terms hereof) with postage prepaid, addressed: (i) if to the Corporation, to
its office at 1000 Lakeside Avenue, Cleveland, Ohio 44114 (Attention: Secretary)
or to the transfer agent for the Series A Preferred Stock, or other agent of the
Corporation designated as permitted herein or (ii) if to any holder of the
Series A Preferred Stock or Common Stock, as the case may be, to such holder at
the address of such holder as listed in the stock record books of the
Corporation (which may include the records of any transfer agent for the Series
A Preferred Stock or Common Stock, as the case may be) or (iii) to such other
address as the Corporation or any such holder, as the case may be, shall have
designated by notice similarly given.

         (u) In the event that, at any time as a result of an adjustment made
pursuant to Section 8 of Division A-1, the holder of any share of the Series A
Preferred Stock upon thereafter surrendering such shares for conversion shall
become entitled to receive any shares or other securities of the Corporation
other than shares of Common Stock, the Conversion Ratio in respect of such other
shares or securities so receivable upon conversion of shares of Series A
Preferred Stock shall thereafter be adjusted, and shall be subject to further
adjustment from time to time, in a manner and on terms as nearly equivalent as
practicable to the provisions with respect to Common Stock contained in Section
8 of Division A-1, and the provisions of each of the other Sections hereof with
respect to the Common Stock shall apply on like or similar terms to any such
other shares or securities.

         (v) The Corporation shall pay any and all stock transfer and
documentary stamp taxes that may be payable in respect of any issuance or
delivery of shares of the Series A Preferred Stock or shares of Common Stock or
other securities issued on account of the Series A Preferred Stock pursuant
hereto or certificates representing such shares or securities. The Corporation
shall not, however, be required to pay any such tax which may be payable in
respect of any transfer involved in the issuance or delivery of shares of the
Series A Preferred Stock or Common Stock or other securities in a name other
than that in which the shares of the Series A Preferred Stock with respect to
which such shares or other securities are issued or delivered were registered,
or in respect of any payment to any person with respect to any such shares or
securities other than a payment to the registered holder thereof, and shall not
be required to make any such issuance, delivery or payment unless and until the
person otherwise entitled to such issuance, delivery or payment has paid to the
Corporation the amount of any such tax or has established, to the satisfaction
of the Corporation, that such tax has been paid or is not payable.


                                      -21-
<PAGE>

         (w) In the event that a holder of shares of the Series A Preferred
Stock shall not by written notice designate the name in which shares of Common
Stock to be issued upon conversion of such shares should be registered or to
whom payment upon redemption of shares of the Series A Preferred Stock should be
made or the address to which the certificate or certificates representing such
shares, or such payment, should be sent, the Corporation shall be entitled to
register such shares and make such payment, in the name of the holder of such
Series A Preferred Stock as shown on the records of the Corporation and to send
the certificate or certificates representing such shares, or such payment, to
the address of such holder shown on the records of the Corporation.

         (x) The Corporation may appoint, and from time to time discharge and
change, a transfer agent for the Series A Preferred Stock. Upon any such
appointment or discharge of a transfer agent, the Corporation shall send notice
thereof by first-class mail, postage prepaid, to each holder of record of the
Series A Preferred Stock.


                                   DIVISION B

                        EXPRESS TERMS OF THE COMMON STOCK

         The Common Stock shall be subject to the express terms of the Serial
Preferred Stock and any series thereof. Each share of Common Stock shall be
equal to every other share of Common Stock. The holders of shares of Common
Stock shall be entitled to one vote for each share of such stock upon all
matters presented to the shareholders.

         FIFTH:   The Corporation, by action of its board of directors, may
purchase any issued shares of the Corporation.

         SIXTH:   These Eleventh Amended Articles of Incorporation supersede the
heretofore existing Tenth Amended Articles of Incorporation and all amendments
thereto.

         IN WITNESS WHEREOF, the above-named officers, acting for and on behalf
of the Corporation, have subscribed their names this 28th day of April, 1989.


                                      /s/ Adolph Posnick
                                      -------------------------------------
                                      Chairman of the Board of Directors


                                      /s/ Paul B. Campbell
                                      -------------------------------------
                                      Secretary



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