k
<PAGE>

                                                                     EXHIBIT 3.1

                             STATE OF SOUTH CAROLINA
                               SECRETARY OF STATE

                       RESTATED ARTICLES OF INCORPORATION

         Pursuant to ss.33-10-107 of the 1976 South Carolina Code, as amended,
the corporation hereby submitS the following information:

1.       The name of the Corporation is THE SEIBELS BRUCE GROUP, INC.

2. If the name of the Corporation has ever been changed, all of its former
names:

         a)                           N/A
               -----------------------------------------------------------------
         b)
               -----------------------------------------------------------------
         c)                                                                   
               -----------------------------------------------------------------

3.       The original articles of incorporation were filed on JULY 14, 1978.

4.       The registered  office of the  corporation is 1501 LADY STREET in the 
         city of COLUMBIA,  South Carolina 29201.

5.       The corporation is authorized to issue shares of stock as follows: 
         Complete a or b, whichever is applicable:

a)       [   ]    If the corporation is authorized to issue a single class of 
         shares, the total shares authorized is __________.
         b) [X] The corporation is authorized to issue more than one class of
         shares:

<TABLE>
<CAPTION>

                 Class of Shares             Authorized No. of Each Class
             <S>                           <C>           
                     Common                                    17,500,000      
             ------------------------           --------------------------------
                     Special                                    5,000,000     
             ------------------------           --------------------------------

             ------------------------           --------------------------------
</TABLE>


         The relative rights, preferences, and limitations of the shares of each
         class, and of each series within a class are as follows:

The Board of Directors has the authority to divide the five million (5,000,000)
         authorized shares of special stock into one or more series and to fix
         the designations, voting rights, preferences and all other rights or
         restrictions of each such series.

See Exhibit 1 to the Addendum attached hereto and incorporated herein by
         reference for a single series of Special Stock designated "Cumulative
         Convertible Redeemable Nonvoting Special Preferred Stock."

See Exhibit 2 to the Addendum attached hereto and incorporated herein by
         reference for a single series of Special Stock designated "$0.625
         Cumulative Convertible Redeemable Nonvoting Special Preferred Stock."

6.       The optional provisions which the corporation elects to include in the
         articles of incorporation are as follows (See ss.33-2-101 and the
         applicable comments thereto; and ss.ss.35-2-105 and 35-2-221 of the
         SOuth Carolina Code):

                  See Addendum attached hereto and incorporated herein by
reference.

7.       Unless a delayed effective date is specified, this application will be
         effective upon acceptance for filing by the Secretary of State (See
         ss.ss.33-1-230(b)):____________

Date:  February 12, 1999                The Seibels Bruce Group, Inc.        
       -----------------                -------------------------------------
                                                   (Name of Corporation)

                                   By:    /S/ Matt P. Mcclure                
                                        -------------------------------------
                                                       (Signature)

                                        Matt P. Mcclure, Corporate Secretary 
                                        -------------------------------------
                                           (Type or Print Name and Office)


<PAGE>


                                    ADDENDUM

a.       PRE-EMPTIVE RIGHTS.        No shareholder or other person shall have 
any pre-emptive right whatsoever.

b.       BYLAWS. The initial Bylaws shall be adopted by the board of directors.
The board of directors has the power to alter, amend or repeal the Bylaws or
adopt new Bylaws, subject to repeal or change by action of the shareholders.

c.       [intentionally omitted]

d.       NUMBER, CLASSIFICATION AND ELECTION OF DIRECTORS. The board of 
directors shall be limited to a maximum of twenty-one directors, with the
precise number thereof to be fixed as the board shall from time to time resolve.
The members of the board of directors need not be shareholders nor need they be
residents of any particular state. The directors shall be classified with
respect to the time for which they shall severally hold office by dividing them
into three classes, each consisting of an approximately equal number of
directors, and each director of the corporation shall hold office until his
successor shall be elected and shall qualify. At the first annual meeting of the
shareholders, the directors of the first class shall be elected for a term to
expire at the next subsequent annual meeting of shareholders; the directors of
the second class shall be elected for a term expiring at the second subsequent
annual meeting of shareholders; the directors of the third class shall be
elected for a term expiring at the third subsequent annual meeting of
shareholders; and at each annual meeting thereafter the successors to the class
of directors whose term shall expire at that time shall be elected to hold
office for the term of three years, so that the term of office of one class of
directors shall expire in each year.

e.       [intentionally omitted]

f.       REMOVAL OF DIRECTORS.

         (A)      Directors may be removed without cause by the affirmative vote
                  of the holders of a majority of the shares entitled to vote at
                  an election of directors, such vote being taken at a meeting
                  of the shareholders called for that purpose at which the
                  holders of eighty (80%) percent of the shares entitled to vote
                  are present in person or represented by proxy. No amendment,
                  alteration, change or repeal of this subparagraph (A) of
                  Article f. may be effected unless it is first approved by the
                  affirmative vote of holders of not less than eighty (80%)
                  percent of each class of shares of the company entitled to
                  vote thereon.

         (B)      Directors may be removed for cause by the affirmative vote of
                  the holders of a majority of the shares entitled to vote at an
                  election of directors, such vote being taken at a meeting of
                  the shareholders called for that purpose at which a quorum as
                  provided in Article h. is present.

g.       AMENDMENT BY SHAREHOLDERS. Except as otherwise provided by statute
or by these Articles of Incorporation, these Articles may be altered, amended or
repealed at any meeting of the shareholders by the affirmative vote of the
holders of sixty-six and two-thirds percent (66 2/3%) of each class of shares of
the company entitled to vote thereon.

h.       QUORUM. The holders of a majority of the shares issued and outstanding 
and entitled to vote thereat, present in person or represented by proxy, shall
be requisite and shall constitute a quorum at meetings of the shareholders for
the transaction of business except as otherwise provided by statute, by these
Articles of Incorporation or by the Bylaws. If a quorum is not present or
represented at a meeting from time to time, without notice other than
announcement at the meeting, until a quorum is present or represented. At an
adjourned meeting at which a quorum is present or represented, any business may
be transacted which might have been transacted at the meeting as originally
notified.

i.       MAJORITY VOTE; WITHDRAWAL OF QUORUM. When a quorum is present at a 
meeting, the vote of the holders of a majority of the shares having voting
power, present in person or represented by proxy, shall decide any question
brought before the meeting, unless the question is one on which, by express
provision of the statutes, these Articles of Incorporation, or the Bylaws, a
higher vote is required in which case the express provision shall govern. The
shareholders present at a duly constituted meeting may continue to transact
business until adjournment, despite the withdrawal of enough shareholders to
leave less than a quorum.

j.       METHOD OF VOTING. Each outstanding share of common stock shall be 
entitled to one vote in each matter submitted to a vote at a meeting of
shareholders. Each outstanding share of other classes of stock, if any, shall
have such voting rights as may be prescribed by the board of directors.

k.       BUSINESS COMBINATIONS.


<PAGE>

         (A)      For purposes of this Article k only, the following terms shall
                  have the following meanings unless the context otherwise
                  requires:

                  (1)      "Company" shall mean The Seibels Bruce Group, Inc., a
                           South Carolina corporation.

                  (2)      "equity security" means any stock or similar
                           security; or any security convertible, with or
                           without consideration, into such a security, or
                           carrying any warrant to subscribe to or purchase such
                           a security; or any such warrant or right.

                  (3)      "group" means and includes persons, firms and
                           corporations acting in concert, whether or not as a
                           formal group.

                  (4)      "substantially all of the assets" means assets
                           representing at least thirty percent (30%) of the
                           fair market value of the net assets or at least
                           twenty-five percent (25%) of the fair market value of
                           the gross assets held by the person, firm or
                           corporation immediately prior to the proposed sale,
                           lease or exchange.

         (B)      If any  person, firm or corporation (hereinafter referred to 
                  in this Article k as the "Corporation") or any person, firm or
                  corporation controlling the Corporation, controlled by the
                  Corporation or under common control with the Corporation, or
                  any group of which the Corporation or any of the foregoing
                  persons, firms or corporations are members, or any other group
                  controlling the Corporation, controlled by the Corporation, or
                  under common control with the Corporation, owns of record, or
                  owns beneficially, directly or indirectly, more than te
                  percent (10%) of any class of equity security of the Company,
                  then any merger or consolidation of the Company with the
                  Corporation, or any sale, lease or exchange of substantially
                  all of the assets of the Company or the Corporation to the
                  other (any such merger, consolidation, sale, lease or exchange
                  being hereinafter referred to in this Article k as a "business
                  combination") may not be effected unless a meeting of the
                  shareholders of the Company is held to act thereon and the
                  propsed business combination is approved by the affirmative
                  vote of holders of not less than eighty percent (80%) of each
                  class of equity security of the Company entitled to vote
                  thereon.

         (C)      For the purposes of this Article k, any corporation, person or
                  entity will be deemed to be the beneficial owner of any equity
                  security of the Company:

                  (1)      which it owns directly, whether or not of record, or

                  (2)      which it has the right to acquire pursuant to any
                           agreement or arrangement or understanding or upon
                           exercising of conversion rights, exchange rights,
                           warrants or options or otherwise, or

                  (3)      which are beneficially owned, directly or indirectly
                           (including shares deemed to be owned through
                           application of clause (2) above), by any `affiliate'
                           or `associate' as those terms are defined in Rule
                           12b-2 of the General Rules and Regulations under the
                           Securities Exchange Act of 1934 as in effect July 1,
                           1978, or

                  (4)      which are beneficially owned, directly or indirectly,
                           (including shares deemed owned through application of
                           clause (2) above) by any other corporation, person or
                           entity which it or any of its `affiliates' or
                           `associates' has any agreement or arrangement or
                           understanding for the purpose of acquiring, holding,
                           voting or disposing of equity security of the
                           Company.

         For purposes only of determining whether a corporation, person or other
         entity owns beneficially, directly or indirectly, 10% or more of the
         outstanding equity securities of the Company, the outstanding equity
         securities of the Company will be deemed to include any equity
         securities that may be issuable pursuant to any agreement, arrangement
         or understanding or upon exercise of conversion rights, exchange
         rights, warrants, options or otherwise which are deemed to be
         beneficially owned by such corporation, person or other entity pursuant
         to the foregoing provisions of this Paragraph (C).

         (D)      No amendment, alteration, change or repeal of any provision of
                  this Article k may be effected unless first approved by the
                  affirmative vote of holders of not less than eighty percent
                  (80%) of each class of equity security of the Company entitled
                  to vote thereon.

         (E)      Anything herein to the contrary notwithstanding, the
                  provisions of Paragraphs (B) and (D) of this Article k
                  requiring an eighty percent (80%) shareholder vote shall not
                  apply in the event at a meeting duly called and held
                  three-fourths (3/4) of all of the members of the Board of
                  Directors shall have voted in favor of the proposed 


<PAGE>

                  business combination or proposed amendment, alteration, change
                  or repeal of this Article k, and in such event, the requisite
                  shareholder approval, if any, shall be as otherwise provided
                  in these Articles, the Bylaws of the Company or by applicable
                  law.

l.       LIABILITY OF DIRECTORS. A Director of the Corporation shall not be
         personally liable to the Corporation or its stockholders for monetary
         damages for breach of fiduciary duty as a Director, except for
         liability (i) for any breach of the Director's duty of loyalty to the
         corporation or its stockholders, (ii) for acts or omissions not in good
         faith or which involve gross negligence, intentional misconduct or a
         knowing violation of law, (iii) under ss.33-8-330 of the South CarolinA
         Business Corporation Act, or (iv) for any transaction from which the
         Director derived an improper personal benefit.




<PAGE>

EXHIBIT 1


                           CERTIFICATE OF DESIGNATIONS

       CUMULATIVE CONVERTIBLE REDEEMABLE NONVOTING SPECIAL PREFERRED STOCK

                          ----------------------------


                                    SUBPART 1

                              DESIGNATION AND RANK

                  1.1 DESIGNATION. A single series of Special Stock designated
"Cumulative Convertible Redeemable Nonvoting Special Preferred Stock"
(hereinafter called the "Convertible Stock") is hereby authorized. The number of
authorized shares constituting the Convertible Stock is 220,000. Shares of the
Convertible Stock shall be issued at a stated value of $10.00 per share (the
"Stated Value").

                  1.2 RANK. With respect to the payment of the dividends and
other distributions with respect to the capital stock of the Corporation,
including the distribution of the assets of the Corporation upon liquidation,
dissolution or winding up, the Convertible Stock shall not be junior to any
other series or class of stock of the Corporation.


                                    SUBPART 2

                                 DIVIDEND RIGHTS

                  2.1 DIVIDEND RATE. From the date of original issuance,
dividends shall accrue on each share of Convertible Stock at an annual rate
equal to $0.62 per share. The annual rate at which such dividends shall accrue
is hereinafter referred to as the "Dividend Rate."

                  2.2 ACCRUAL AND PAYMENT. Dividends on each share of
Convertible Stock shall be cumulative and except as otherwise provided herein,
dividends on the Convertible Stock shall be payable, when and as declared by the
Board of Directors or a committee thereof, on December 31, March 31, June 30 and
September 30 (or, if such day is not a Business Day (as hereinafter defined), on
the next Business Day thereafter) of each year, commencing on December 31, 1997
(each such date being hereinafter referred to as a "Dividend Payment Date"), to
holders of record as they appear on the books of the Corporation on such record
date, not preceding the date upon which the resolution fixing the record date is
adopted and not exceeding 60 days preceding the relevant Dividend Payment Date,
as may be determined by the Board of Directors or a duly authorized committee
thereof. If declared, dividends shall be paid in cash on each Dividend Payment
Date with respect to the quarterly period ending on such Dividend Payment Date.
To the extent not declared and paid, dividends shall accumulate. The amount of
dividends payable for the initial dividend period or any period shorter or
longer than a full dividend period shall be calculated on the basis of a 360-day
year of twelve 30-day months. Accrued dividends not paid on a Dividend Payment
Date may be declared and paid at any time, without reference to any regular
Dividend Payment Date, to holders of record on such record date, not preceding
the date upon which the resolution fixing the record date is adopted and not
exceeding 60 days preceding the payment date thereof, as may be fixed by the
Board of Directors or a duly authorized committee thereof. "Business Day" shall
mean any day excluding Saturday, Sunday and any day on which the Fedwire funds
transfer system of the Federal Reserve Banks is not available for the transfer
of funds.

                  2.3 DIVIDENDS OR DISTRIBUTIONS TO JUNIOR STOCK. So long as any
shares of Convertible Stock are outstanding, no dividend or distribution shall
be declared or paid or set aside for payment on the common stock of the
Corporation or on any other stock of the Corporation ranking junior to the
Convertible Stock as to dividends, unless, full cumulative dividends on all
outstanding shares of the Convertible Stock shall have been declared and paid
through and including the most recent Dividend Payment Date.

<PAGE>

                                    SUBPART 3

                               LIQUIDATION RIGHTS

                  3.1 PREFERENCES OF CONVERTIBLE STOCK ON WINDING-UP OF THE
CORPORATION. In the event of any voluntary or involuntary liquidation,
dissolution, winding up of affairs of the Corporation or other similar event,
before any distribution is made upon any class of stock of the Corporation
ranking junior to the Convertible Stock, the holders of shares of Convertible
Stock shall be entitled to be paid, out of the assets of the Corporation
available for distribution to its shareholders, an amount per share equal to the
Stated Value, plus an amount equal to all accrued and unpaid dividends (such
amounts, together, the "Liquidation Value"). Neither the consolidation nor
merger of the Corporation with or into any other corporation or corporations,
nor the sale or lease of all or substantially all of the assets of the
Corporation, shall itself be deemed to be a liquidation, dissolution or
winding-up of the affairs of the Corporation within the meaning of any of the
provisions of this Subpart 3.

                  3.2 PRO RATA DISTRIBUTION. If, upon distribution of the
Corporation's assets in liquidation, dissolution, winding-up or other similar
event, the net assets of the Corporation to be distributed among the holders of
shares of Convertible Stock and any other class or series of stock of the
Corporation ranking on a parity with the Convertible Stock as to distributions
upon liquidation are insufficient to permit payment in full to such holders of
the preferential amount to which they are entitled, then the entire net assets
of the Corporation shall be distributed among the holders of shares of
Convertible Stock and such other class or series of stock ratably in proportion
to the full amounts to which they would otherwise be respectively entitled and
such distributions may be made in cash or in property taken at its fair value
(as determined in good faith by the Board of Directors), or both, at the
election of the Board of Directors.

                  3.3 PRIORITY. All of the preferential amounts to be paid to
the holders of the Convertible Stock and the holders of any other class or
series of stock of the Corporation ranking on a parity with the Convertible
Stock as to distributions upon liquidation shall be paid or set apart for
payment before the payment or setting apart for payment of any amount for, or
the distribution of any assets of the Corporation to, the holders of the common
stock of the Corporation and any other class or series of stock of the
Corporation which is junior to the Convertible Stock as to distributions upon
liquidation.


                                    SUBPART 4

                                  VOTING RIGHTS

                  4.1 GENERAL. The holders of shares of Convertible Stock shall
have no voting rights except as required by law. The holders of Convertible
Stock shall be entitled to notice of any meeting of the stockholders of the
Corporation.

                                    SUBPART 5

                                   REDEMPTION

                  5.1 OPTIONAL REDEMPTION BY THE COMPANY. Issued and outstanding
shares of the Convertible Stock shall be redeemable, at the option of the
Corporation, as a whole or in part, at any time on or after August 15, 2000 up
to but not including August 15, 2002, at a redemption price per share (the
"Redemption Price") equal to $15.00 per share, plus any accrued and unpaid
dividends through the Redemption Date (as hereinafter defined). On the
Redemption Date, the Corporation shall pay to each holder of Convertible Stock
an amount in cash equal to the aggregate Redemption Price for such holder's
shares, by wire transfer of immediately available funds to such account as is
designated by such holder.

                  5.2 MANDATORY REDEMPTION BY THE CORPORATION. All of the issued
and outstanding shares of Convertible Stock shall be redeemed by the Corporation
on August 15, 2002 at a Redemption Price per share equal to $10.00 per share,
plus any accrued and unpaid dividends through the Redemption Date. On the
Redemption Date, the Corporation shall pay to each holder of Convertible Stock
an amount in cash equal to the aggregate Redemption Price for such holder's
shares, by wire transfer of immediately available federal funds to such account
as is designated by such holder.

                  5.3 NOTICE TO HOLDERS. The Corporation shall give notice of
any redemption under this Subpart 5 at least 30 days prior to the date the
Corporation is required to or proposes to redeem all or any portion, as
applicable, of the outstanding shares of Convertible Stock (the "Redemption
Date"), by registered mail (return receipt requested), postage prepaid, to each
of the holders of record of the Convertible Stock; provided, however, that in
the case of a mandatory redemption under Subpart 5.2 hereof, the failure of the
Corporation to give notice as required by this Subpart 5.3 shall not alter or
affect the rights of the holders of the Convertible Stock to have their shares
of Convertible Stock redeemed by the Corporation in accordance with the terms of
this Subpart 5. Such notice shall be addressed to each such holder at the
address as it appears on the stock transfer books of the 


<PAGE>

Corporation and shall specify the Redemption Date. Notice having been mailed as
aforesaid, from and after the close of business on the Redemption Date (unless
default shall be made by the Corporation in payment of the Redemption Price),
dividends on the shares of Convertible Stock shall cease to accrue, and said
shares shall no longer be deemed to be outstanding, and all rights of the
holders thereof as stockholders of the Corporation (except the right to receive
from the Corporation the Redemption Price provided for herein) shall cease. Upon
surrender in accordance with said notice of the certificates representing the
shares so redeemed (properly endorsed or assigned for transfer, if required by
the Board of Directors of the Corporation and the notice of redemption so
states), such shares shall be redeemed by the Corporation at the Redemption
Price provided for herein. Any shares of Convertible Stock which shall at any
time have been redeemed shall, upon such redemption, be retired and the
Corporation shall take all such steps as are necessary to cause such shares
thereafter to have the status of authorized but unissued shares of Special Stock
of the Company, without designation as to series, until such shares are once
again designated as shares of a particular series of Special Stock of the
Company.

                                    SUBPART 6

                                CONVERSION RIGHTS

                  6.1 CONVERSION. Holders of shares of Convertible Stock shall
have the right to convert all or a portion of such shares (including fractions
of such shares) into shares of common stock, par value $1.00 per share, of the
Corporation (the "Common Stock"), as follows:

                  (a) Subject to and upon compliance with the provisions of this
         Subpart 6, a holder of shares of Convertible Stock shall have the
         right, at such holder's option, at any time on or after August 15, 2000
         up to but not including August 15, 2002, to convert any of such shares
         (or fractions thereof) into the number of fully paid and nonassessable
         shares of Common Stock (calculated as to each conversion to the nearest
         1/100th of a share) obtained by dividing the Stated Value of the shares
         to be converted by the Conversion Price (as hereinafter defined) and by
         surrender of such shares, such surrender to be made in the manner
         provided in paragraph (b) of this Subpart 6; PROVIDED, HOWEVER, that
         the right to convert shares called for redemption pursuant to Subpart
         5.1 hereof shall terminate at the close of business on (i) the date
         fixed for such redemption, or (ii) if the Corporation shall so elect
         and state in the notice of redemption, the date (which date shall be
         the date fixed for redemption or an earlier date not less than 30 days
         after the date of mailing of the redemption notice) on which the
         Corporation irrevocably deposits with a designated bank or trust
         company as paying agent, money sufficient to pay, on the redemption
         date, the redemption price, unless the Corporation shall default in
         making payment of the amount payable upon such redemption. Subject to
         the following provisions of this Subpart 6(a), any share of Convertible
         Stock may be converted, at the option of its holder, in part into
         Common Stock under the procedures set forth above. If a part of a share
         of Convertible Stock is converted, then the Corporation will convert
         such share into the appropriate number of shares of Common Stock
         (subject to paragraph (c) of this Subpart 6) and issue a fractional
         share of Convertible Stock evidencing the remaining interest of such
         holder. "Conversion Price" shall mean the conversion price per share of
         Common Stock into which the Convertible Stock is convertible, as such
         Conversion Price may be adjusted pursuant to this Subpart 6. The
         initial Conversion Price will be $8.00.

         (b) In order to exercise the conversion right, the holder of each share
of Convertible Stock (or fraction thereof) to be converted shall surrender the
certificate representing such share, duly endorsed or assigned to the
Corporation or in blank, at the office of the transfer agent of the Corporation
as may be designated by the Corporation's Board of Directors (the "Transfer
Agent"), accompanied by written notice to the Corporation that the holder
thereof elects to convert its Convertible Stock or a specified portion thereof.
Unless the shares issuable on conversion are to be issued in the same name as
the name in which such share of Convertible Stock is registered, each share
surrendered for conversion shall be accompanied by instruments of transfer, in
form satisfactory to the Corporation, duly executed by the holder or such
holder's duly authorized attorney and an amount sufficient to pay any transfer
or similar tax (or evidence reasonably satisfactory to the Corporation
demonstrating that such taxes have been paid or are not required to be paid).

         Holders of shares of Convertible Stock at the close of business on a
dividend payment record date shall be entitled to receive the dividend payable
on such shares on the corresponding Dividend Payment Date (except that holders
of shares called for redemption on a Redemption Date falling between the close
of business on such dividend payment record date and the opening of business on
the corresponding Dividend Payment Date shall, in lieu of receiving such
dividend on the Dividend Payment Date fixed therefor, receive such dividend
payment together with all other accrued and unpaid dividends on the date fixed
for redemption, unless such holder converts such shares called for redemption
pursuant to the provisions of this Subpart 6) notwithstanding the conversion
thereof following such dividend payment record date and prior to such Dividend
Payment Date. However, shares of Convertible Stock surrendered for conversion
during the period between the close of business on any dividend payment record
date and the opening of business on the corresponding Dividend Payment Date
(except shares called for redemption on a Redemption Date during such period)
must be accompanied by payment of an amount equal to the dividend payment with
respect to such shares of Convertible Stock presented for conversion on such
Dividend Payment Date. A holder of shares of Convertible Stock on a 

                                       80

<PAGE>

dividend payment record date who (or whose transferee) tenders any such shares
for conversion into shares of Common Stock on the corresponding Dividend Payment
Date will receive the dividend payable by the Corporation on such shares of
Convertible Stock on such date the converting holder need not include payment in
the amount of such dividend upon surrender of shares of Convertible Stock for
conversion on the Dividend Payment Date. Except as provided above, the
Corporation shall make no payment or allowance for unpaid dividends, whether or
not in arrears, on converted shares or for dividends on the shares of Common
Stock issued upon such conversion.

         As promptly as practicable after the surrender of certificates for
shares of Convertible Stock as aforesaid, the Corporation shall issue and shall
deliver at such office to such holder, or on such holder's written order, a
certificate or certificates for the number of shares of Common Stock issuable
upon the conversion of such shares in accordance with the provisions of this
Subpart 6, and any fractional interest in respect of a share of Common Stock
arising upon such conversion shall be settled as provided in paragraph (c) of
this Subpart 6.

         Each conversion shall be deemed to have been effected immediately prior
to the close of business on the date on which the certificates for shares of
Convertible Stock shall have been surrendered and such notice received by the
Corporation as aforesaid, and the person or persons in whose name or names any
certificate or certificates for shares of Common Stock shall be issuable upon
such conversion shall be deemed to have become the holder or holders of record
of the shares represented thereby at such time on such date and such conversion
shall be at the Conversion Price in effect at such time on such date, unless the
stock transfer books of the Corporation shall be closed on that date, in which
event such person or persons shall be deemed to have become such holder or
holders of record at the close of business on the next succeeding day on which
such stock transfer books are open, but such conversion shall be the Conversion
Price in effect on the date upon which such shares shall have been surrendered
and such notice received by the Corporation. All shares of Common Stock
delivered upon conversion of the Convertible Stock will upon delivery be duly
and validly issued and fully paid and nonassessable.

         (c) In connection with the conversion of any shares of Convertible
Stock, fractions of such shares may be converted; however, no fractional shares
or scrip representing fractions of shares of Common Stock shall be issued upon
conversion of the Convertible Stock. Instead of any fractional interest in a
share of Common Stock which would otherwise be deliverable upon the conversion
of a share of Convertible Stock (or fraction thereof), the Corporation shall pay
to the holder of such share an amount in cash (computed to the nearest cent)
equal to the Closing Price (as hereinafter defined) of Common Stock on the
trading date immediately preceding the date of conversion multiplied by the
fraction of a share of Common Stock represented by such fractional interest. If
more than one share (or fraction thereof) shall be surrendered for conversion at
one time by the same holder, the number of full shares of Common Stock issuable
upon conversion thereof shall be computed on the basis of the aggregate number
of shares of Convertible Stock so surrendered. "Closing Price" of the Common
Stock on any day shall mean the reported last sales price, regular way, for the
Common Stock or, in case no sale takes place on such day, the average of the
reported closing bid and asked prices, regular way, for the Common Stock in
either case as reported on the principal national securities exchange on which
the Common Stock is listed or admitted to trading or, if not listed or admitted
to trading on any national securities exchange, on The Nasdaq Stock Market (the
"Nasdaq System") or, if the Common Stock is not quoted on the Nasdaq System, the
average of the closing bind and asked prices for the Common Stock on such day in
the over-the-counter market as reported by the National Association of
Securities Dealers Automated Quotation System.

                  (d) The Conversion Price shall be adjusted from time to time
as follows:

(i)      In case the Corporation shall, after the date of original issuance
of the Convertible Stock, (A) pay an extraordinary dividend or make an
extraordinary distribution on its Common Stock in shares of its Common Stock,
(B) subdivide or split its outstanding Common Stock into a greater number of
shares, (C) combine its outstanding Common Stock into a smaller number of shares
or (D) issue any shares of capital stock by reclassification of its Common
Stock, the Conversion Price in effect immediately prior thereto shall be
adjusted so that the holder of any share of Convertible Stock thereafter
surrendered for conversion shall be entitled to receive the number of shares of
Common Stock of the Corporation which such holder would have owned or have been
entitled to receive after the occurrence of any of the events described above
had such shares been surrendered for conversion immediately prior to the
occurrence of such event or the record date therefor, whichever is earlier. An
adjustment made pursuant to this subparagraph (i) shall become effective
immediately after the close of business on the record date for determination of
stockholders entitled to receive such extraordinary dividend or extraordinary
distribution in the case of an extraordinary dividend or extraordinary
distribution (except as provided in paragraph (h) below) and shall become
effective immediately after the close of business on the effective date in the
case of a subdivision, split, combination or reclassification.

                      (ii)    No adjustment in the Conversion Price shall be
                  required unless such adjustment would require an increase or
                  decrease of at least 1% in such price; PROVIDED, HOWEVER, that
                  any adjustments which by reason of this subparagraph (v) are
                  not required to be made shall be carried forward and taken
                  into account in any subsequent adjustment. All calculations
                  under this Subpart 6 shall be made to the nearest cent (with
                  $.005 being rounded upward) or to the nearest 1/100th of a
                  share (with .005 of a share being rounded upward), as the case

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<PAGE>

                  may be. Anything in this paragraph (d) to the contrary
                  withstanding, the Corporation shall be entitled, to the extent
                  permitted by law, to make such reductions in the Conversion
                  Price, in addition to those required by this paragraph (d), as
                  it in its discretion shall determine to be advisable in order
                  that any stock dividends, subdivision of shares, distribution
                  of rights or warrants to purchase stock or securities, or a
                  distribution of other assets or any other transaction which
                  could be treated as any of the foregoing transactions pursuant
                  to Section 305 of the Internal Revenue Code of 1986, as
                  amended, hereafter made by the Corporation to its stockholders
                  shall not be taxable for such stockholders.

                  (e) In case the Corporation shall be a party to any
         transaction (including without limitation a merger, consolidation, sale
         of all or substantially all of the Corporation's assets or
         recapitalization of the Common Stock and excluding any transaction as
         to which paragraph (d)(i) of this Subpart 6 applies) (each of the
         foregoing being referred to as a "Transaction"), in each case as a
         result of which shares of Common Stock shall be converted into the
         right to receive stock, securities or other property (including cash or
         any combination thereof), then the Convertible Stock will thereafter no
         longer be subject to conversion into Common Stock pursuant to Subpart
         6, but instead shall be convertible into the kind and amount of shares
         of stock and other securities and property receivable (including cash)
         upon the consummation of such Transaction by a holder of that number of
         shares or fraction thereof of Common Stock into which one share of
         Convertible Stock was convertible immediately prior to such
         Transaction. If at any time, as a result of an adjustment made pursuant
         to this Subpart 6, the Convertible Stock shall become subject to
         conversion into any securities other than shares of Common Stock,
         thereafter the number of such other securities so issuable upon
         conversion of the shares of Convertible Stock shall be subject to
         adjustment from time to time in a manner and on terms as nearly
         equivalent as practicable to the provisions with respect to the shares
         of Convertible Stock contained in this Subpart 6. The provisions of
         this paragraph (e) shall similarly apply to successive Transactions.

                  (f)      If:

         (i) the Corporation shall declare a dividend (or any other
distribution) on the Common Stock that would cause an adjustment to the
Conversion Price of the Convertible Stock pursuant to the terms of any of the
paragraphs above (including such an adjustment that would occur but for the
terms of the first sentence of subparagraph (d)(ii) above);

         (ii) there shall be any reclassification or change of the Common Stock
(other than an event to which paragraph (d)(i) of this Subpart 6 applies) or any
consolidation, merger or statutory share exchange to which the Corporation is a
party and for which approval of any stockholders of the Corporation is required,
or the sale or transfer of all or substantially all of the assets of the
Corporation; or

         (iii) there shall be a voluntary or involuntary dissolution,
liquidation or winding up of the Corporation;

then, the Corporation shall cause to be mailed to the holders of shares of the
Convertible Stock at their addresses as shown on the stock records of the
Corporation, as promptly as possible, but at least 30 days prior to the
applicable date hereinafter specified, a notice stating (A) the date on which a
record is to be taken for the purpose of such dividend, distribution or granting
of rights or warrants, or, if a record is not to be taken, the date as of which
the holders of Common Stock of record to be entitled to such dividend,
distribution or rights or warrants are to be determined or (B) the date on which
such reclassification, change, consolidation, merger, statutory share exchange,
sale, transfer, dissolution, liquidation or winding up is expected to become
effective or occur, and the date as of which it is expected that holders of
Common Stock of record shall be entitled to exchange their shares of Common
Stock for securities or other property deliverable upon such reclassification,
change, consolidation, merger, statutory share exchange, sale, transfer,
dissolution, liquidation or winding up. Failure to give such notice or any
defect therein shall not affect the legality or validity of the proceedings
described in this Subpart 6.

         (g) In any case in which paragraph (d) of this Subpart 6 provides that
an adjustment shall become effective immediately after a record date for an
event and the date fixed for conversion pursuant to Subpart 6 occurs after such
record date but before the occurrence of such event, the Corporation may defer
until the actual occurrence of such event (i) issuing to the holder of any share
of Convertible Stock, surrendered for conversion the additional shares of Common
Stock issuable upon such conversion by reason of the adjustment required by such
event over and above the Common Stock issuable upon such conversion before
giving effect to such adjustment and (ii) paying to such holder any amount in
cash in lieu of any fraction pursuant to paragraph (c) of this Subpart 6.

         (h) For purposes of this Subpart 6, the number of shares of Common
Stock at any time outstanding shall not include any shares of Common Stock then
owned or held by or for the account of the Corporation or any corporation
controlled by the Corporation.

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<PAGE>

         (i) Notwithstanding any other provision herein to the contrary, the
issuance of any shares of Common Stock pursuant to any plan providing for the
reinvestment of dividends or interest payable on securities of the Corporation
and the investment of additional optional amounts in shares of Common Stock
under any such plan shall not be deemed to constitute an issuance of Common
Stock. There shall be no adjustment of the Conversion Price in case of the
issuance of any stock of the Corporation in a reorganization, acquisition or
other similar transaction except as specifically set forth in this Subpart 6. If
any action or transaction would require adjustment of the Conversion Price
pursuant to more than one paragraph of this Subpart 6, only one adjustment shall
be made and such adjustment shall be the amount of adjustment which has the
highest absolute value.

         (j) In case the Corporation shall take any action affecting the Common
Stock, other than action described in this Subpart 6, which in the opinion of
the Board of Directors would materially adversely affect the conversion rights
of the holders of the shares of Convertible Stock, the Conversion Price for the
Convertible Stock may be adjusted, to the extent permitted by law, in such
manner, if any, and at such time, as the Board of Directors may determine to be
equitable in the circumstances.

         (k) The Corporation covenants that it will at all times reserve and
keep available, free from preemptive rights, out of the aggregate of its
authorized but unissued shares of Common Stock or its issued shares of Common
Stock held in its treasury, or both, for the purpose of effecting conversion of
the Convertible Stock, the full number of shares of Common Stock deliverable
upon the conversion of all outstanding shares of Convertible Stock not
theretofore converted. For purposes of this paragraph (l), the number of shares
of Common Stock which shall be deliverable upon the conversion of all
outstanding shares of Convertible Stock shall be computed as if at the time of
computation all such outstanding shares were held by a single holder.

                  Before taking any action which would cause an adjustment
         reducing the Conversion Price below the then par value of the shares of
         Common Stock deliverable upon conversion of the Convertible Stock, the
         Corporation will take any corporate action which may, in the opinion of
         its counsel, be necessary in order that the Corporation may validly and
         legally issue fully paid and nonassessable shares of Common Stock at
         such adjusted Conversion Price.

                  The Corporation will endeavor to make the shares of Common
         Stock required to be delivered upon conversion of the Convertible Stock
         eligible for trading upon the Nasdaq System or upon any national
         securities exchange upon which the Common Stock shall then be traded,
         prior to such delivery.

         (l) The Corporation shall not take any action which results in
adjustment of the number of shares of Common Stock issuable upon conversion of a
share of Convertible Stock if the total number of shares of Common Stock
issuable after such action upon conversion of the Convertible Stock then
outstanding, together with the total number of shares of Common Stock then
outstanding, would exceed the total number of shares of Common Stock then
authorized under the Corporation's Articles of Incorporation. Subject to the
foregoing, the Corporation shall take all such actions as it may deem reasonable
under the circumstances to provide for the issuance of such number of shares of
Common Stock as would be necessary to allow for the conversion from time to
time, and taking into account adjustments as herein provided, of outstanding
shares of the Convertible Stock in accordance with the terms and provisions of
the Corporation's Articles of Incorporation.


                                    SUBPART 7

                                  MISCELLANEOUS

                  The headings of the various Subparts hereof are for
convenience of reference only and shall not affect the interpretation of any of
the provisions hereof.

         (3)      This Amendment was adopted by the Board of Directors on 
October 16, 1997.

         (4) This Amendment was duly adopted by the Board of Directors in
accordance with Section 33-6-102 of the Code of Laws of South Carolina.

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<PAGE>


EXHIBIT 2


                           CERTIFICATE OF DESIGNATIONS

   $0.625 CUMULATIVE CONVERTIBLE REDEEMABLE NONVOTING SPECIAL PREFERRED STOCK

                          -----------------------------


                                    SUBPART 1

                              DESIGNATION AND RANK

                  1.1 DESIGNATION. A single series of Special Stock designated
"$0.625 Cumulative Convertible Redeemable Nonvoting Special Preferred Stock"
(hereinafter called the "$0.625 Convertible Stock") is hereby authorized. The
number of authorized shares constituting the $0.625 Convertible Stock is 50,000
Shares of the $0.625 Convertible Stock shall be issued at a stated value of
$10.00 per share (the "Stated Value").

                  1.2 RANK. With respect to the payment of the dividends and
other distributions with respect to the capital stock of the Corporation,
including the distribution of the assets of the Corporation upon liquidation,
dissolution or winding up, the $0.625 Convertible Stock shall not be junior to
any other series or class of stock of the Corporation.


                                    SUBPART 2

                                 DIVIDEND RIGHTS

                  2.1 DIVIDEND RATE. From the date of original issuance,
dividends shall accrue on each share of $0.625 Convertible Stock at an annual
rate equal to $0.625 per share. The annual rate at which such dividends shall
accrue is hereinafter referred to as the "Dividend Rate."

                  2.2 ACCRUAL AND PAYMENT. Dividends on each share of $0.625
Convertible Stock shall be cumulative and except as otherwise provided herein,
dividends on the $0.625 Convertible Stock shall be payable, when and as declared
by the Board of Directors or a committee thereof, on March 31, June 30,
September 30 and December 31 (or, if such day is not a Business Day (as
hereinafter defined), on the next Business Day thereafter) of each year,
commencing on June 30, 1998 (each such date being hereinafter referred to as a
"Dividend Payment Date"), to holders of record as they appear on the books of
the Corporation on such record date, not preceding the date upon which the
resolution fixing the record date is adopted and not exceeding 60 days preceding
the relevant Dividend Payment Date, as may be determined by the Board of
Directors or a duly authorized committee thereof. If declared, dividends shall
be paid in cash on each Dividend Payment Date with respect to the quarterly
period ending on such Dividend Payment Date. To the extent not declared and
paid, dividends shall accumulate. The amount of dividends payable for the
initial dividend period or any period shorter or longer than a full dividend
period shall be calculated on the basis of a 360-day year of twelve 30-day
months. Accrued dividends not paid on a Dividend Payment Date may be declared
and paid at any time, without reference to any regular Dividend Payment Date, to
holders of record on such record date, not preceding the date upon which the
resolution fixing the record date is adopted and not exceeding 60 days preceding
the payment date thereof, as may be fixed by the Board of Directors or a duly
authorized committee thereof. "Business Day" shall mean any day excluding
Saturday, Sunday and any day on which the Fedwire funds transfer system of the
Federal Reserve Banks is not available for the transfer of funds.

                  2.3 DIVIDENDS OR DISTRIBUTIONS TO JUNIOR STOCK. So long as any
shares of $0.625 Convertible Stock are outstanding, no dividend or distribution
shall be declared or paid or set aside for payment on the common stock of the
Corporation or on any other stock of the Corporation ranking junior to the
$0.625 Convertible Stock as to dividends, unless, full cumulative dividends on
all outstanding shares of the $0.625 Convertible Stock shall have been declared
and paid through and including the most recent Dividend Payment Date.

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<PAGE>

                                    SUBPART 3

                               LIQUIDATION RIGHTS

                  3.1 PREFERENCES OF $0.625 CONVERTIBLE STOCK ON WINDING-UP OF
THE CORPORATION. In the event of any voluntary or involuntary liquidation,
dissolution, winding up of affairs of the Corporation or other similar event,
before any distribution is made upon any class of stock of the Corporation
ranking junior to the $0.625 Convertible Stock, the holders of shares of $0.625
Convertible Stock shall be entitled to be paid, out of the assets of the
Corporation available for distribution to its shareholders, an amount per share
equal to the Stated Value, plus an amount equal to all accrued and unpaid
dividends (such amounts, together, the "Liquidation Value"). Neither the
consolidation nor merger of the Corporation with or into any other corporation
or corporations, nor the sale or lease of all or substantially all of the assets
of the Corporation, shall itself be deemed to be a liquidation, dissolution or
winding-up of the affairs of the Corporation within the meaning of any of the
provisions of this Subpart 3.

                  3.2 PRO RATA DISTRIBUTION. If, upon distribution of the
Corporation's assets in liquidation, dissolution, winding-up or other similar
event, the net assets of the Corporation to be distributed among the holders of
shares of $0.625 Convertible Stock and any other class or series of stock of the
Corporation ranking on a parity with the $0.625 Convertible Stock as to
distributions upon liquidation are insufficient to permit payment in full to
such holders of the preferential amount to which they are entitled, then the
entire net assets of the Corporation shall be distributed among the holders of
shares of $0.625 Convertible Stock and such other class or series of stock
ratably in proportion to the full amounts to which they would otherwise be
respectively entitled and such distributions may be made in cash or in property
taken at its fair value (as determined in good faith by the Board of Directors),
or both, at the election of the Board of Directors.

                  3.3 PRIORITY. All of the preferential amounts to be paid to
the holders of the $0.625 Convertible Stock and the holders of any other class
or series of stock of the Corporation ranking on a parity with the $0.625
Convertible Stock as to distributions upon liquidation shall be paid or set
apart for payment before the payment or setting apart for payment of any amount
for, or the distribution of any assets of the Corporation to, the holders of the
common stock of the Corporation and any other class or series of stock of the
Corporation which is junior to the $0.625 Convertible Stock as to distributions
upon liquidation.


                                    SUBPART 4

                                  VOTING RIGHTS

                  4.1 GENERAL. The holders of shares of $0.625 Convertible Stock
shall have no voting rights except as required by law. The holders of $0.625
Convertible Stock shall be entitled to notice of any meeting of the stockholders
of the Corporation.

                                    SUBPART 5

                                   REDEMPTION

                  5.1 OPTIONAL REDEMPTION BY THE COMPANY. Issued and outstanding
shares of the $0.625 Convertible Stock shall be redeemable, at the option of the
Corporation, as a whole or in part, at any time on or after August 15, 2000 up
to but not including August 15, 2002, at a redemption price per share (the
"Redemption Price") equal to $15.00 per share, plus any accrued and unpaid
dividends through the Redemption Date (as hereinafter defined). On the
Redemption Date, the Corporation shall pay to each holder of $0.625 Convertible
Stock an amount in cash equal to the aggregate Redemption Price for such
holder's shares, by wire transfer of immediately available funds to such account
as is designated by such holder.

                  5.2 MANDATORY REDEMPTION BY THE CORPORATION. All of the issued
and outstanding shares of $0.625 Convertible Stock shall be redeemed by the
Corporation on August 15, 2002 at a Redemption Price per share equal to $10.00
per share, plus any accrued and unpaid dividends through the Redemption Date. On
the Redemption Date, the Corporation shall pay to each holder of $0.625
Convertible Stock an amount in cash equal to the aggregate Redemption Price for
such holder's shares, by wire transfer of immediately available federal funds to
such account as is designated by such holder.

                  5.3 NOTICE TO HOLDERS. The Corporation shall give notice of
any redemption under this Subpart 5 at least 30 days prior to the date the
Corporation is required to or proposes to redeem all or any portion, as
applicable, of the outstanding shares of $0.625 Convertible Stock (the
"Redemption Date"), by registered mail (return receipt requested), postage
prepaid, to each of the holders of record of the $0.625 Convertible Stock;
provided, however, that in the case of a mandatory redemption under Subpart 5.2
hereof, the failure of the Corporation to give notice as required by this
Subpart 5.3 shall not alter or affect the 



                                       85
<PAGE>

rights of the holders of the $0.625 Convertible Stock to have their shares of
$0.625 Convertible Stock redeemed by the Corporation in accordance with the
terms of this Subpart 5. Such notice shall be addressed to each such holder at
the address as it appears on the stock transfer books of the Corporation and
shall specify the Redemption Date. Notice having been mailed as aforesaid, from
and after the close of business on the Redemption Date (unless default shall be
made by the Corporation in payment of the Redemption Price), dividends on the
shares of $0.625 Convertible Stock shall cease to accrue, and said shares shall
no longer be deemed to be outstanding, and all rights of the holders thereof as
stockholders of the Corporation (except the right to receive from the
Corporation the Redemption Price provided for herein) shall cease. Upon
surrender in accordance with said notice of the certificates representing the
shares so redeemed (properly endorsed or assigned for transfer, if required by
the Board of Directors of the Corporation and the notice of redemption so
states), such shares shall be redeemed by the Corporation at the Redemption
Price provided for herein. Any shares of $0.625 Convertible Stock which shall at
any time have been redeemed shall, upon such redemption, be retired and the
Corporation shall take all such steps as are necessary to cause such shares
thereafter to have the status of authorized but unissued shares of Special Stock
of the Company, without designation as to series, until such shares are once
again designated as shares of a particular series of Special Stock of the
Company.

                                    SUBPART 6

                                CONVERSION RIGHTS

                  6.1 CONVERSION. Holders of shares of $0.625 Convertible Stock
shall have the right to convert all or a portion of such shares (including
fractions of such shares) into shares of common stock, par value $1.00 per
share, of the Corporation (the "Common Stock"), as follows:

                  (a) Subject to and upon compliance with the provisions of this
         Subpart 6, a holder of shares of $0.625 Convertible Stock shall have
         the right, at such holder's option, at any time on or after August 15,
         2000 up to but not including August 15, 2002, to convert any of such
         shares (or fractions thereof) into the number of fully paid and
         nonassessable shares of Common Stock (calculated as to each conversion
         to the nearest 1/100th of a share) obtained by dividing the Stated
         Value of the shares to be converted by the Conversion Price (as
         hereinafter defined) and by surrender of such shares, such surrender to
         be made in the manner provided in paragraph (b) of this Subpart 6;
         provided, HOWEVER, that the right to convert shares called for
         redemption pursuant to Subpart 5.1 hereof shall terminate at the close
         of business on (i) the date fixed for such redemption, or (ii) if the
         Corporation shall so elect and state in the notice of redemption, the
         date (which date shall be the date fixed for redemption or an earlier
         date not less than 30 days after the date of mailing of the redemption
         notice) on which the Corporation irrevocably deposits with a designated
         bank or trust company as paying agent, money sufficient to pay, on the
         redemption date, the redemption price, unless the Corporation shall
         default in making payment of the amount payable upon such redemption.
         Subject to the following provisions of this Subpart 6(a), any share of
         $0.625 Convertible Stock may be converted, at the option of its holder,
         in part into Common Stock under the procedures set forth above. If a
         part of a share of $0.625 Convertible Stock is converted, then the
         Corporation will convert such share into the appropriate number of
         shares of Common Stock (subject to paragraph (c) of this Subpart 6) and
         issue a fractional share of $0.625 Convertible Stock evidencing the
         remaining interest of such holder. "Conversion Price" shall mean the
         conversion price per share of Common Stock into which the $0.625
         Convertible Stock is convertible, as such Conversion Price may be
         adjusted pursuant to this Subpart 6. The initial Conversion Price will
         be $8.00.

                  (b) In order to exercise the conversion right, the holder of
         each share of $0.625 Convertible Stock (or fraction thereof) to be
         converted shall surrender the certificate representing such share, duly
         endorsed or assigned to the Corporation or in blank, at the office of
         the transfer agent of the Corporation as may be designated by the
         Corporation's Board of Directors (the "Transfer Agent"), accompanied by
         written notice to the Corporation that the holder thereof elects to
         convert its $0.625 Convertible Stock or a specified portion thereof.
         Unless the shares issuable on conversion are to be issued in the same
         name as the name in which such share of $0.625 Convertible Stock is
         registered, each share surrendered for conversion shall be accompanied
         by instruments of transfer, in form satisfactory to the Corporation,
         duly executed by the holder or such holder's duly authorized attorney
         and an amount sufficient to pay any transfer or similar tax (or
         evidence reasonably satisfactory to the Corporation demonstrating that
         such taxes have been paid or are not required to be paid).

                  Holders of shares of $0.625 Convertible Stock at the close of
         business on a dividend payment record date shall be entitled to receive
         the dividend payable on such shares on the corresponding Dividend
         Payment Date (except that holders of shares called for redemption on a
         Redemption Date falling between the close of business on such dividend
         payment record date and the opening of business on the corresponding
         Dividend Payment Date shall, in lieu of receiving such dividend on the
         Dividend Payment Date fixed therefor, receive such dividend payment
         together with all other accrued and unpaid dividends on the date fixed
         for redemption, unless such holder converts such shares called for
         redemption pursuant to the provisions of this Subpart 6)
         notwithstanding the conversion thereof following such dividend 



                                       86
<PAGE>

         payment record date and prior to such Dividend Payment Date. However,
         shares of $0.625 Convertible Stock surrendered for conversion during
         the period between the close of business on any dividend payment record
         date and the opening of business on the corresponding Dividend Payment
         Date (except shares called for redemption on a Redemption Date during
         such period) must be accompanied by payment of an amount equal to the
         dividend payment with respect to such shares of $0.625 Convertible
         Stock presented for conversion on such Dividend Payment Date. A holder
         of shares of $0.625 Convertible Stock on a dividend payment record date
         who (or whose transferee) tenders any such shares for conversion into
         shares of Common Stock on the corresponding Dividend Payment Date will
         receive the dividend payable by the Corporation on such shares of
         $0.625 Convertible Stock on such date the converting holder need not
         include payment in the amount of such dividend upon surrender of shares
         of $0.625 Convertible Stock for conversion on the Dividend Payment
         Date. Except as provided above, the Corporation shall make no payment
         or allowance for unpaid dividends, whether or not in arrears, on
         converted shares or for dividends on the shares of Common Stock issued
         upon such conversion.

                  As promptly as practicable after the surrender of certificates
         for shares of $0.625 Convertible Stock as aforesaid, the Corporation
         shall issue and shall deliver at such office to such holder, or on such
         holder's written order, a certificate or certificates for the number of
         shares of Common Stock issuable upon the conversion of such shares in
         accordance with the provisions of this Subpart 6, and any fractional
         interest in respect of a share of Common Stock arising upon such
         conversion shall be settled as provided in paragraph (c) of this
         Subpart 6.

                  Each conversion shall be deemed to have been effected
         immediately prior to the close of business on the date on which the
         certificates for shares of $0.625 Convertible Stock shall have been
         surrendered and such notice received by the Corporation as aforesaid,
         and the person or persons in whose name or names any certificate or
         certificates for shares of Common Stock shall be issuable upon such
         conversion shall be deemed to have become the holder or holders of
         record of the shares represented thereby at such time on such date and
         such conversion shall be at the Conversion Price in effect at such time
         on such date, unless the stock transfer books of the Corporation shall
         be closed on that date, in which event such person or persons shall be
         deemed to have become such holder or holders of record at the close of
         business on the next succeeding day on which such stock transfer books
         are open, but such conversion shall be the Conversion Price in effect
         on the date upon which such shares shall have been surrendered and such
         notice received by the Corporation. All shares of Common Stock
         delivered upon conversion of the $0.625 Convertible Stock will upon
         delivery be duly and validly issued and fully paid and nonassessable.

                  (c) In connection with the conversion of any shares of $0.625
         Convertible Stock, fractions of such shares may be converted; however,
         no fractional shares or scrip representing fractions of shares of
         Common Stock shall be issued upon conversion of the $0.625 Convertible
         Stock. Instead of any fractional interest in a share of Common Stock
         which would otherwise be deliverable upon the conversion of a share of
         $0.625 Convertible Stock (or fraction thereof), the Corporation shall
         pay to the holder of such share an amount in cash (computed to the
         nearest cent) equal to the Closing Price (as hereinafter defined) of
         Common Stock on the trading date immediately preceding the date of
         conversion multiplied by the fraction of a share of Common Stock
         represented by such fractional interest. If more than one share (or
         fraction thereof) shall be surrendered for conversion at one time by
         the same holder, the number of full shares of Common Stock issuable
         upon conversion thereof shall be computed on the basis of the aggregate
         number of shares of $0.625 Convertible Stock so surrendered. "Closing
         Price" of the Common Stock on any day shall mean the reported last
         sales price, regular way, for the Common Stock or, in case no sale
         takes place on such day, the average of the reported closing bid and
         asked prices, regular way, for the Common Stock in either case as
         reported on the principal national securities exchange on which the
         Common Stock is listed or admitted to trading or, if not listed or
         admitted to trading on any national securities exchange, on The Nasdaq
         Stock Market (the "Nasdaq System") or, if the Common Stock is not
         quoted on the Nasdaq System, the average of the closing bind and asked
         prices for the Common Stock on such day in the over-the-counter market
         as reported by the National Association of Securities Dealers Automated
         Quotation System.

                  (d) The Conversion Price shall be adjusted from time to time
         as follows:

                           (i) In case the Corporation shall, after the date of
                  original issuance of the $0.625 Convertible Stock, (A) pay an
                  extraordinary dividend or make an extraordinary distribution
                  on its Common Stock in shares of its Common Stock, (B)
                  subdivide or split its outstanding Common Stock into a greater
                  number of shares, (C) combine its outstanding Common Stock
                  into a smaller number of shares or (D) issue any shares of
                  capital stock by reclassification of its Common Stock, the
                  Conversion Price in effect immediately prior thereto shall be
                  adjusted so that the holder of any share of $0.625 Convertible
                  Stock thereafter surrendered for conversion shall be entitled
                  to receive the number of shares of Common Stock of the
                  Corporation which such holder would have owned or have been
                  entitled to receive after the occurrence of any of the events
                  described above had such shares been surrendered for
                  conversion immediately prior to the occurrence of such event
                  or the record date therefor,



                                       87
<PAGE>

                  whichever is earlier. An adjustment made pursuant to this
                  subparagraph (i) shall become effective immediately after the
                  close of business on the record date for determination of
                  stockholders entitled to receive such extraordinary dividend
                  or extraordinary distribution in the case of an extraordinary
                  dividend or extraordinary distribution (except as provided in
                  paragraph (h) below) and shall become effective immediately
                  after the close of business on the effective date in the case
                  of a subdivision, split, combination or reclassification.

                           (ii) No adjustment in the Conversion Price shall be
                  required unless such adjustment would require an increase or
                  decrease of at least 1% in such price; PROVIDED, HOWEVER, that
                  any adjustments which by reason of this subparagraph (v) are
                  not required to be made shall be carried forward and taken
                  into account in any subsequent adjustment. All calculations
                  under this Subpart 6 shall be made to the nearest cent (with
                  $.005 being rounded upward) or to the nearest 1/100th of a
                  share (with .005 of a share being rounded upward), as the case
                  may be. Anything in this paragraph (d) to the contrary
                  withstanding, the Corporation shall be entitled, to the extent
                  permitted by law, to make such reductions in the Conversion
                  Price, in addition to those required by this paragraph (d), as
                  it in its discretion shall determine to be advisable in order
                  that any stock dividends, subdivision of shares, distribution
                  of rights or warrants to purchase stock or securities, or a
                  distribution of other assets or any other transaction which
                  could be treated as any of the foregoing transactions pursuant
                  to Section 305 of the Internal Revenue Code of 1986, as
                  amended, hereafter made by the Corporation to its stockholders
                  shall not be taxable for such stockholders.

                  (e) In case the Corporation shall be a party to any
         transaction (including without limitation a merger, consolidation, sale
         of all or substantially all of the Corporation's assets or
         recapitalization of the Common Stock and excluding any transaction as
         to which paragraph (d)(i) of this Subpart 6 applies) (each of the
         foregoing being referred to as a "Transaction"), in each case as a
         result of which shares of Common Stock shall be converted into the
         right to receive stock, securities or other property (including cash or
         any combination thereof), then the $0.625 Convertible Stock will
         thereafter no longer be subject to conversion into Common Stock
         pursuant to Subpart 6, but instead shall be convertible into the kind
         and amount of shares of stock and other securities and property
         receivable (including cash) upon the consummation of such Transaction
         by a holder of that number of shares or fraction thereof of Common
         Stock into which one share of $0.625 Convertible Stock was convertible
         immediately prior to such Transaction. If at any time, as a result of
         an adjustment made pursuant to this Subpart 6, the $0.625 Convertible
         Stock shall become subject to conversion into any securities other than
         shares of Common Stock, thereafter the number of such other securities
         so issuable upon conversion of the shares of $0.625 Convertible Stock
         shall be subject to adjustment from time to time in a manner and on
         terms as nearly equivalent as practicable to the provisions with
         respect to the shares of $0.625 Convertible Stock contained in this
         Subpart 6. The provisions of this paragraph (e) shall similarly apply
         to successive Transactions.

                  (f)      If:

                           (i) the Corporation shall declare a dividend (or any
                  other distribution) on the Common Stock that would cause an
                  adjustment to the Conversion Price of the $0.625 Convertible
                  Stock pursuant to the terms of any of the paragraphs above
                  (including such an adjustment that would occur but for the
                  terms of the first sentence of subparagraph (d)(ii) above);

                           (ii) there shall be any reclassification or change of
                  the Common Stock (other than an event to which paragraph
                  (d)(i) of this Subpart 6 applies) or any consolidation, merger
                  or statutory share exchange to which the Corporation is a
                  party and for which approval of any stockholders of the
                  Corporation is required, or the sale or transfer of all or
                  substantially all of the assets of the Corporation; or

                           (iii)  there shall be a voluntary or involuntary 
                  dissolution, liquidation or winding up of the Corporation;
                  then, the Corporation shall cause to be mailed to the holders
                  of shares of the $0.625 Convertible Stock at their addresses
                  as shown on the stock records of the Corporation, as promptly
                  as possible, but at least 30 days prior to the applicable date
                  hereinafter specified, a notice stating (A) the date on which
                  a record is to be taken for the purpose of such dividend,
                  distribution or granting of rights or warrants, or, if a
                  record is not to be taken, the date as of which the holders of
                  Common Stock of record to be entitled to such dividend,
                  distribution or rights or warrants are to be determined or (B)
                  the date on which such reclassification, change,
                  consolidation, merger, statutory share exchange, sale,
                  transfer, dissolution, liquidation or winding up is expected
                  to become effective or occur, and the date as of which it is
                  expected that holders of Common Stock of record shall be
                  entitled to exchange their shares of Common Stock for
                  securities or other property deliverable upon such
                  reclassification, change, consolidation, merger, statutory
                  share exchange, sale, transfer, dissolution, liquidation or
                  winding up. 



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<PAGE>

                  Failure to give such notice or any defect therein shall not
                  affect the legality or validity of the proceedings described
                  in this Subpart 6.

                  (g) In any case in which paragraph (d) of this Subpart 6
         provides that an adjustment shall become effective immediately after a
         record date for an event and the date fixed for conversion pursuant to
         Subpart 6 occurs after such record date but before the occurrence of
         such event, the Corporation may defer until the actual occurrence of
         such event (i) issuing to the holder of any share of $0.625 Convertible
         Stock, surrendered for conversion the additional shares of Common Stock
         issuable upon such conversion by reason of the adjustment required by
         such event over and above the Common Stock issuable upon such
         conversion before giving effect to such adjustment and (ii) paying to
         such holder any amount in cash in lieu of any fraction pursuant to
         paragraph (c) of this Subpart 6.

                  (h) For purposes of this Subpart 6, the number of shares of
         Common Stock at any time outstanding shall not include any shares of
         Common Stock then owned or held by or for the account of the
         Corporation or any corporation controlled by the Corporation.

                  (i) Notwithstanding any other provision herein to the
         contrary, the issuance of any shares of Common Stock pursuant to any
         plan providing for the reinvestment of dividends or interest payable on
         securities of the Corporation and the investment of additional optional
         amounts in shares of Common Stock under any such plan shall not be
         deemed to constitute an issuance of Common Stock. There shall be no
         adjustment of the Conversion Price in case of the issuance of any stock
         of the Corporation in a reorganization, acquisition or other similar
         transaction except as specifically set forth in this Subpart 6. If any
         action or transaction would require adjustment of the Conversion Price
         pursuant to more than one paragraph of this Subpart 6, only one
         adjustment shall be made and such adjustment shall be the amount of
         adjustment which has the highest absolute value.

                  (j) In case the Corporation shall take any action affecting
         the Common Stock, other than action described in this Subpart 6, which
         in the opinion of the Board of Directors would materially adversely
         affect the conversion rights of the holders of the shares of $0.625
         Convertible Stock, the Conversion Price for the $0.625 Convertible
         Stock may be adjusted, to the extent permitted by law, in such manner,
         if any, and at such time, as the Board of Directors may determine to be
         equitable in the circumstances.

                  (k) The Corporation covenants that it will at all times
         reserve and keep available, free from preemptive rights, out of the
         aggregate of its authorized but unissued shares of Common Stock or its
         issued shares of Common Stock held in its treasury, or both, for the
         purpose of effecting conversion of the $0.625 Convertible Stock, the
         full number of shares of Common Stock deliverable upon the conversion
         of all outstanding shares of $0.625 Convertible Stock not theretofore
         converted. For purposes of this paragraph (l), the number of shares of
         Common Stock which shall be deliverable upon the conversion of all
         outstanding shares of $0.625 Convertible Stock shall be computed as if
         at the time of computation all such outstanding shares were held by a
         single holder.

                  Before taking any action which would cause an adjustment
         reducing the Conversion Price below the then par value of the shares of
         Common Stock deliverable upon conversion of the $0.625 Convertible
         Stock, the Corporation will take any corporate action which may, in the
         opinion of its counsel, be necessary in order that the Corporation may
         validly and legally issue fully paid and nonassessable shares of Common
         Stock at such adjusted Conversion Price.

                  The Corporation will endeavor to make the shares of Common
         Stock required to be delivered upon conversion of the $0.625
         Convertible Stock eligible for trading upon the Nasdaq System or upon
         any national securities exchange upon which the Common Stock shall then
         be traded, prior to such delivery.

                  (l) The Corporation shall not take any action which results in
         adjustment of the number of shares of Common Stock issuable upon
         conversion of a share of $0.625 Convertible Stock if the total number
         of shares of Common Stock issuable after such action upon conversion of
         the $0.625 Convertible Stock then outstanding, together with the total
         number of shares of Common Stock then outstanding, would exceed the
         total number of shares of Common Stock then authorized under the
         Corporation's Articles of Incorporation. Subject to the foregoing, the
         Corporation shall take all such actions as it may deem reasonable under
         the circumstances to provide for the issuance of such number of shares
         of Common Stock as would be necessary to allow for the conversion from
         time to time, and taking into account adjustments as herein provided,
         of outstanding shares of the $0.625 Convertible Stock in accordance
         with the terms and provisions of the Corporation's Articles of
         Incorporation.


SUBPART 7



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<PAGE>

                                  MISCELLANEOUS

                  The headings of the various Subparts hereof are for
convenience of reference only and shall not affect the interpretation of any of
the provisions hereof.

         (3) This Amendment was adopted by the Board of Directors on March 25,
1998.

         (4) This Amendment was duly adopted by the Board of Directors in
accordance with Section 33-6-102 of the Code of Laws of South Carolina.



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