EXHIBIT 3

                     AMENDED ARTICLES OF INCORPORATION
                         (AMENDED APRIL 17, 1997)




    FIRST:  The name of the Corporation is Aeroquip-Vickers, Inc.

    SECOND:  The principal office of the Corporation is located in the City
of Maumee, Lucas County, Ohio.

    THIRD:  The purposes of the Corporation are:

    (a)  To manufacture, develop, process, produce, fabricate, design, hold,
buy, sell, exchange, export, import, lease, transport, store, manage, and deal
in and with, and patent, and receive and grant licenses with respect to the
use, sale and manufacture of, machinery, equipment, apparatus, devices,
transportation, facilities, tools, chemicals, and goods, wares, merchandise,
processes, patents, formulae, choses in action and other tangible or
intangible personal property of every kind and description;

    (b)  To acquire, own, construct, rebuild, repair, use, lease, operate,
manage, sell, mine, quarry and otherwise dispose of and deal in and with any
real estate, natural resources, laboratories, buildings and other structures,
or any interests therein;

    (c)  To acquire, hold, guarantee, sell, assign, exchange and otherwise
dispose of or deal in and with shares of stock and other securities of
whatever nature issued by other corporations, governments, firms, trusts or
individuals;

    (d)  To carry on any one or more of the activities aforesaid on its own
behalf or for others, and to transact any and all business incidental to any
of the foregoing purposes.

    The purposes of the Corporation may from time to time be changed by
amendment of these Articles.

    FOURTH:  The number of shares which the Corporation is authorized to have
outstanding is 104,000,000, consisting of 4,000,000 shares of Serial Preferred
Stock without par value (hereinafter called "Serial Preferred Stock") and
100,000,000 Common Shares of the par value of $5 per share (hereinafter called
"Common Shares").

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

Paragraph 1.  Express Terms of the Serial Preferred Stock


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EXHIBIT 3 - Continued


    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 8, both inclusive, of this Paragraph, 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 or involuntary liquidation, dissolution or winding up of
           the affairs of the Corporation.

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

     (i)   Restrictions (in addition to those set forth in Section 6(b) and
           6(c) of this Paragraph) 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.


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EXHIBIT 3 - Continued


     Section 2.  The holders of Serial Preferred Stock of each series, in
preference to the holders of Common Shares 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 Paragraph 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 dividend, except a dividend payable in Common Shares 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 Shares or any
other shares ranking junior to the Serial Preferred Stock, nor shall any
Common Shares or any other shares ranking junior to the Serial Preferred Stock
be purchased, retired or otherwise acquired by the Corporation:

     (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 Paragraph.

     Section 4.

     (a)   Subject to the express terms of each series and to the provisions
           of Section 6(b)(iii) of this Paragraph 1, the Corporation may from
           time to time redeem all or any part of the Serial Preferred Stock
           of any series at the time outstanding (i) at the option of the
           Board of Directors at the applicable redemption price for such
           series fixed in accordance with the provisions of Section 1 of
           this Paragraph, or (ii) in fulfillment of the requirements of any
           sinking fund provided for shares of such series at the applicable
           sinking fund redemption price, fixed in accordance with the
           provisions of Section 1 of this Paragraph, together in each case
           with accrued and unpaid dividends to the redemption date.



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EXHIBIT 3 - Continued


     (b)   Notice of every such redemption shall be mailed, postage prepaid,
           to the holders of record of the Serial Preferred Stock to be
           redeemed at their respective addresses then appearing on the books
           of the Corporation, not less than thirty (30) days nor more than
           sixty (60) days prior to the date fixed for such redemption.  At
           any time before or after notice has been given as above provided,
           the Corporation may deposit the aggregate redemption price of the
           shares of Serial Preferred Stock to be redeemed with any bank or
           trust company in Toledo, Ohio, or New York, New York, having
           capital and surplus of more than Five Million Dollars
           ($5,000,000), named in such notice, directed to be paid to the
           respective holders of the shares of Serial Preferred Stock so to
           be redeemed, in amounts equal to the redemption price of all
           shares of Serial Preferred Stock so to be redeemed, on surrender
           of the stock certificate or certificates held by such holders, and
           upon the making of such deposit such holders shall cease to be
           shareholders with respect to such shares, and after such notice
           shall have been given and such deposit shall have been made such
           holders shall have no interest in or claim against the Corporation
           with respect to such shares except only to receive such money from
           such bank or trust company without interest or the right to
           exercise, before the redemption date, any unexpired privileges of
           conversion.  In case less than all of the outstanding shares of
           Serial Preferred Stock are to be redeemed, the Corporation shall
           select by lot the shares so to be redeemed in such manner as shall
           be prescribed by its Board of Directors.

           If the holders of shares of Serial Preferred Stock which shall
           have been called for redemption shall not, within ten years after
           such deposit, claim the amount deposited for the redemption
           thereof, any such bank or trust company shall, upon demand, pay
           over to the Corporation such unclaimed amounts and thereupon such
           bank or trust company and the Corporation shall be relieved of all
           responsibility in respect thereof and to such holders.

     (c)   Any shares of Serial Preferred Stock which are redeemed by the
           Corporation pursuant to the provisions of this Section 4 and any
           shares of Serial Preferred Stock which are purchased and delivered
           in satisfaction of any sinking fund requirements provided for
           shares of such series and any shares of Serial Preferred Stock
           which are converted in accordance with the express terms thereof
           shall be cancelled and not reissued.  Any shares of Serial
           Preferred Stock otherwise acquired by the Corporation shall resume
           the status of authorized and unissued shares of Serial Preferred
           Stock without serial designation.


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EXHIBIT 3 - Continued


     Section 5.

     (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 distributed among the holders of the Common Shares or any
           other shares ranking junior to the Serial Preferred Stock, the
           amounts fixed with respect to shares of such series in accordance
           with Section 1 of this Paragraph, 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 5.

     Section 6.

     (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 Shares 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 

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EXHIBIT 3 - Continued


           the shareholders for the election of Directors at which the
           holders of not less than thirty-five per cent (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 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 per cent (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 per cent (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.

     (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):


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EXHIBIT 3 - Continued


           (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 holders of at
                 least two-thirds of the number of the 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 


                                   -22-

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EXHIBIT 3 - Continued


                 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 7.  The holders of Serial Preferred Stock shall have no
pre-emptive right to purchase or have offered to them for purchase any shares
or other securities of the Corporation, whether now or hereafter authorized.

     Section 8.  For the purpose of this Paragraph 1:

     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 the 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 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.


Paragraph 1(a).  Express Terms of the $4.75 Cumulative Convertible Preferred
Stock, Series A.

     There is hereby established a first series of Serial Preferred Stock to
which the following provisions shall be applicable:

     Section 1.  Designation of Series.  The series shall be designated
"$4.75 Cumulative Convertible Preferred Stock, Series A" (hereinafter called
"Series A Preferred Stock").

     Section 2.  Number of Shares.  The number of shares of Series A
Preferred Stock is 1,357,100, which number the Board of Directors may increase
or decrease (but not below the number of shares of the series then
outstanding).


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EXHIBIT 3 - Continued


     Section 3.  Dividend Rate.  The dividend rate for Series A Preferred
Stock is $4.75 per share per annum.

     Section 4.  Dividend Payment Dates; Cumulation Dates.  The dates at
which dividends on the Series A Preferred Stock shall be payable are March 10,
June 10, September 10 and December 10 of each year.  Dividends on Series A
Preferred Stock shall be cumulative from and after the date of issuance
thereof.

     Section 5.  Redemption Prices.  The Series A Preferred Stock shall not
be redeemable by the Corporation prior to January 1, 1974.  Thereafter the
redemption prices for the Series A Preferred Stock shall be as follows:

           If the Redemption
          Date Is During the
            12-Month Period                    Redemption
          Beginning January 1                    Price   

                 1974                           $104.75
                 1975                            103.75
                 1976                            102.75
                 1977                            101.75
                 1978                            100.75
              Thereafter                         100.00

     Section 6.  Liquidation Rights.  The amount payable on Series A
Preferred Stock in the event of any voluntary or involuntary liquidation,
dissolution or winding up of the affairs of the Corporation shall be an amount
equal to $100.00 per share.

     Section 7.  Conversion Rights.

     (a)   Subject to the provisions for adjustment hereinafter set forth,
           shares of the Series A Preferred Stock shall be convertible at any
           time at the option of the holder thereof, upon surrender to any
           transfer agent for such series of the certificate or certificates
           evidencing the shares so to be converted, into fully paid and
           non-assessable Common Shares of the Corporation at the initial
           rate of one and one-half (1-1/2) Common Shares for each share of
           the Series A Preferred Stock so surrendered for conversion.  The
           right to convert shares of the Series A Preferred Stock shall
           terminate with respect to shares called for redemption on the
           third business day prior to the date fixed for redemption.  Upon
           conversion, no payment or adjustment shall be made for dividends
           on the shares of the Series A Preferred Stock so converted.

     (b)   The number of Common Shares and the number of shares of other
           classes of the Corporation, if any, into which each share of the
           Series A Preferred Stock is convertible shall be subject to
           adjustment from time to time only as follows:


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EXHIBIT 3 - Continued


           (i)   In case the Corporation shall (A) establish a record date
                 for the determination of the holders of its Common Shares
                 who are entitled to receive a dividend declared payable in
                 Common Shares of the Corporation, (B) subdivide its Common
                 Shares, (C) combine its outstanding Common Shares into a
                 smaller number of shares or (D) issue by reclassification of
                 its Common Shares any shares of the Corporation, the holder
                 of each share of the Series A Preferred Stock shall
                 thereafter be entitled to receive upon the conversion of
                 such share the number of shares of the Corporation which he
                 would have owned or have been entitled to receive after the
                 happening of any of the events described above had such
                 share of the Series A Preferred Stock been converted
                 immediately prior to the happening of such event, such
                 adjustment to become effective immediately after the opening
                 of business on the day following such record date or the day
                 upon which such subdivision, combination or reclassification
                 becomes effective.

           (ii)  In case of any consolidation or merger of the Corporation
                 with or into another corporation, or in case of any sale or
                 conveyance to another corporation of all or substantially
                 all the property of the Corporation, the holder of each
                 share of the Series A Preferred Stock then outstanding shall
                 have the right thereafter, so long as his conversion right
                 hereunder shall exist, to convert such share into the kind
                 and amount of shares of stock or other securities or
                 property receivable upon such consolidation, merger, sale or
                 conveyance by a holder of the number of Common Shares of the
                 Corporation into which such share might have been converted
                 immediately prior to such consolidation, merger, sale or
                 conveyance, and shall have no other conversion rights under
                 these provisions; in any such event, effective provision
                 shall be made, in the articles or certificate of
                 incorporation of the resulting or surviving corporation or
                 otherwise, so that the provisions set forth herein for the
                 protection of the conversion rights of the shares of the
                 Series A Preferred Stock shall thereafter be applicable, as
                 nearly as reasonably may be, to any such other shares of
                 stock, other securities or property deliverable upon
                 conversion of the shares of the Series A Preferred Stock
                 remaining outstanding, and any such resulting or surviving
                 corporation shall expressly assume the obligation to
                 deliver, upon the exercise of the conversion privilege, such
                 shares, securities or property as the holders of the shares
                 of the Series A Preferred Stock remaining outstanding shall
                 be entitled to receive pursuant to the provisions hereof,
                 and to make provision for the protection of the conversion
                 right as above provided.


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EXHIBIT 3 - Continued


           (iii) No fractional Common Share shall be issued upon any
                 conversion but, in lieu thereof, there shall be paid to the
                 holder of the shares of the Series A Preferred Stock
                 surrendered for conversion as soon as practicable after the
                 date such shares are surrendered for conversion an amount in
                 cash equal to the same fraction of the market value of a
                 full Common Share, unless the Board of Directors of the
                 Corporation shall determine to adjust fractional shares by
                 the issue of fractional scrip certificates or in some other
                 manner.  For such purpose, the market value of a Common
                 Share shall be the last sales price of 100 shares or more on
                 the day immediately preceding the date upon which such
                 shares are surrendered for conversion, or, in case no such
                 sale takes place on such day, the average of the closing bid
                 and asked prices on such day, in either case as officially
                 quoted by the New York Stock Exchange.

           (iv)  No adjustment in the number of Common Shares into which each
                 share of the Series A Preferred Stock is convertible shall
                 be required unless such adjustment would require an increase
                 or decrease of at least 1/100th of a share in the number of
                 Common Shares into which such share is then convertible;
                 provided, however, that any adjustments which by reason of
                 this clause (iv) are not required to be made shall be
                 carried forward and taken into account in any subsequent
                 adjustment.

           (v)   Whenever any adjustment is required in the Common Shares
                 into which each share of the Series A Preferred Stock is
                 convertible, the Corporation shall forthwith (A) file with
                 the transfer agent or transfer agents for the shares of the
                 Series A Preferred Stock a statement describing in
                 reasonable detail the adjustment and the method of
                 calculation used and (B) shall instruct the said transfer
                 agent or agents to exhibit the same from time to time to any
                 holder of Series A Preferred Stock desiring an inspection
                 thereof.

     (c)   The Corporation shall at all times reserve and keep available out
           of its authorized but unissued Common Shares the full number of
           shares into which all shares of the Series A Preferred Stock from
           time to time outstanding are convertible, but Common Shares held
           in the treasury of the Corporation may be delivered upon any
           conversion of shares of the Series A Preferred Stock in the
           Corporation's discretion.


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EXHIBIT 3 - Continued


     (d)   The Corporation will pay any and all issue and other taxes that
           may be payable in respect of any issue or delivery of Common
           Shares on conversion of shares of the Series A Preferred Stock
           pursuant hereto.  The Corporation shall not, however, be required
           to pay any tax which may be payable in respect of any transfer
           involved in the issue and delivery of shares in a name other than
           that in which the shares of the Series A Preferred Stock so
           converted were registered and no such issue or delivery shall be
           made unless and until the person requesting such issue 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.

     (e)   In the event the Corporation shall offer securities of the
           Corporation or of any other corporation to the holders of its
           Common Shares, the Corporation shall make the same offer to the
           holders of shares of the Series A Preferred Stock, giving to each
           such holder the right to purchase at the offer price the amount of
           such securities which such holder would have been entitled to
           purchase had he converted each share of the Series A Preferred
           Stock held by him immediately prior to the taking of a record of
           the holders of Common Shares for the purpose of entitling them to
           receive such offer, such offer to the holders of shares of the
           Series A Preferred Stock to be made to those holders who are such
           of record on the books of the Corporation on the same date as is
           used for the taking of a record of the holders of Common Shares
           for such offer.

     (f)   Upon conversion of Series A Preferred Stock, the stated capital of
           the Common Shares issued upon such conversion shall be the
           aggregate par value thereof, and the stated capital of the
           Corporation shall be correspondingly increased or reduced to
           reflect the difference between the stated capital of the Series A
           Preferred Stock so converted and the stated capital of the Common
           Shares issued upon conversion.

Paragraph 1(b).  Express Terms of the Cumulative Redeemable Preferred Stock.

     There is hereby established a series of Serial Preferred Stock to which
the following provisions shall be applicable:

     Section 1.  Designation of Series.  The series shall be designated 
"Cumulative Redeemable Serial Preferred Stock" (hereinafter sometimes called 
this "Series" or the "Cumulative Redeemable Preferred Shares").

     Section 2.  Number of Shares.  The number of shares of this Series shall
be 1,000,000.


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EXHIBIT 3 - Continued


     Section 3.  Dividends.

     (a)   The holders of record of Cumulative Redeemable Preferred Shares
           shall be entitled to receive, when and as declared by the Board of
           Directors in accordance with the terms hereof, out of funds
           legally available for the purpose, cumulative quarterly dividends
           payable in cash on the first day of January, April, July and
           October in each year (each such date being referred to herein as a
           "Quarterly Dividend Payment Date"), commencing on the first
           Quarterly Dividend Payment Date after the first issuance of a
           Cumulative Redeemable Preferred Share or fraction of a Cumulative
           Redeemable Preferred Share in an amount per share (rounded to the
           nearest cent) equal to the lesser of (i) $500 per share or (ii)
           subject to the provision for adjustment hereinafter set forth, 100
           times the aggregate per share amount of all cash dividends, and
           100 times the aggregate per share amount (payable in cash) of all
           non-cash dividends or other distributions (other than a dividend
           payable in Common Shares, or a subdivision of the outstanding
           Common Shares (by reclassification or otherwise)), declared on the
           Common Shares since the immediately preceding Quarterly Dividend
           Payment Date, or, with respect to the first Quarterly Dividend
           Payment Date, since the first issuance of any Cumulative
           Redeemable Preferred Share or fraction of a Cumulative Redeemable
           Preferred Share.  In the event the Corporation shall at any time
           declare or pay any dividend on the Common Shares payable in Common
           Shares, or effect a subdivision or combination or consolidation of
           the outstanding Common Shares (by reclassification or otherwise
           than by payment of a dividend in Common Shares) into a greater or
           lesser number of Common Shares, then in each such case the amount
           to which holders of Cumulative Redeemable Preferred Shares were
           entitled immediately prior to such event under clause (ii) of the
           preceding sentence shall be adjusted by multiplying such amount by
           a fraction the numerator of which is the number of Common Shares
           outstanding immediately after such event and the denominator of
           which is the number of Common Shares that were outstanding
           immediately prior to such event.

     (b)   Dividends shall begin to accrue and be cumulative on outstanding
           Cumulative Redeemable Preferred Shares from the Quarterly Dividend
           Payment Date next preceding the date of issue of such Cumulative
           Redeemable Preferred Shares, unless the date of issue of such
           shares is prior to the record date for the first Quarterly
           Dividend Payment Date, in which case dividends on such shares
           shall begin to accrue from the date of issue of such shares, or
           unless the date of issue is a Quarterly Dividend Payment Date or
           is a date after the record date for the determination of holders
           of shares of Cumulative Redeemable Preferred Shares entitled to
           receive a quarterly dividend and before such Quarterly Dividend
           Payment Date, in either of which events such dividends shall begin
           to accrue and be cumulative from such Quarterly Dividend Payment


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<PAGE>

EXHIBIT 3 - Continued


           Date.  Accrued but unpaid dividends shall not bear interest.  No
           dividends shall be paid upon or declared and set apart for any
           Cumulative Redeemable Preferred Shares for any dividend period
           unless at the same time a dividend for the same dividend period,
           ratably in proportion to the respective annual dividend rates
           fixed therefor, shall be paid upon or declared and set apart for
           all Serial Preferred Stock of all series then outstanding and
           entitled to receive such dividend.  The Board of Directors may fix
           a record date for the determination of holders of Cumulative
           Redeemable Preferred Shares entitled to receive payment of a
           dividend or distribution declared thereon, which record date shall
           be no more than 40 days prior to the date fixed for the payment
           thereof.

     Section 4.  Redemptions.  Subject to the provisions of Section 6(b)(iii)
of Paragraph 1 and in accordance with Section 4 of Paragraph 1, the Cumulative
Redeemable Preferred Shares shall be redeemable from time to time at the
option of the Board of Directors of the Corporation, as a whole or in part, at
any time at a redemption price per share equal to one hundred times the then
applicable Purchase Price as defined in that certain Rights Agreement, dated
as of January 26, 1989 between the Corporation and National Bank of Detroit
(the "Rights Agreement"), as the same may be from time to time amended in
accordance with its terms, which Purchase Price is $125 as of January 26,
1989, subject to adjustment from time to time as provided in the Rights
Agreement.  Copies of the Rights Agreement are available from the Corporation
upon request.  In case less than all of the outstanding Cumulative Redeemable
Preferred Shares are to be redeemed, the Corporation shall select by lot the
shares so to be redeemed in such manner as shall be prescribed by its Board of
Directors.

     Section 5.  Liquidations.

     (a)   In the event of any voluntary or involuntary liquidation,
           dissolution or winding up of the affairs of the Corporation
           (hereinafter referred to as a "Liquidation"), no distribution
           shall be made to the holders of shares of stock ranking junior
           (either as to dividends or upon Liquidation) to the Cumulative
           Redeemable Preferred Shares, unless, prior thereto, the holders of
           Cumulative Redeemable Preferred Shares shall have received at
           least an amount per share equal to one hundred times the then
           applicable Purchase Price as defined in the Rights Agreement, as
           the same may be from time to time amended in accordance with its
           terms (which Purchase Price is $125 as of January 26, 1989),
           subject to adjustment from time to time as provided in the Rights
           Agreement, plus an amount equal to accrued and unpaid dividends
           and distributions thereon, whether or not earned or declared, to
           the date of such payment, provided that the holders of shares of
           Cumulative Redeemable Preferred Shares shall be entitled to
           receive at least an aggregate amount per share, subject to the
           provision for adjustment hereinafter set forth, equal to 100 times
           the aggregate amount to be distributed per share to holders of
           Common Shares (the "Cumulative Redeemable Preferred Shares
           Liquidation Preference").


                                   -29-

<PAGE>

EXHIBIT 3 - Continued


     (b)   In the event, however, that the net assets of the Corporation are
           not sufficient to pay in full the amount of the Cumulative
           Redeemable Preferred Shares Liquidation Preference and the
           liquidation preferences of all other series of Serial Preferred
           Stock, if any, which rank on a parity with the Cumulative
           Redeemable Preferred Shares as to distribution of assets in
           Liquidation, all shares of this Series and of such other series of
           Serial Preferred Stock shall share ratably in the distribution of
           assets (or proceeds thereof) in Liquidation in proportion to the
           full amounts to which they are respectively entitled.

     (c)   In the event the Corporation shall at any time declare or pay any
           dividend on the Common Shares payable in Common Shares, or effect
           a subdivision or combination or consolidation of the outstanding
           Common Shares (by reclassification or otherwise than by payment of
           a dividend in Common Shares) into a greater or lesser number of
           Common Shares, then in each such case the amount to which holders
           of Cumulative Redeemable Preferred Shares were entitled
           immediately prior to such event pursuant to the proviso set forth
           in paragraph (a) above, shall be adjusted by multiplying such
           amount by a fraction the numerator of which is the number of
           Common Shares outstanding immediately after such event and the
           denominator of which is the number of Common Shares that were
           outstanding immediately prior to such event.

     (d)   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 Liquidation for the purposes of this Section 5.

     Section 6.  Conversions.  The Cumulative Redeemable Preferred Shares
shall not be convertible into Common Shares.

Paragraph 2.  Express Terms of the Common Shares

     The Common Shares shall be subject to the express terms of the Serial
Preferred Stock and any series thereof.  Each Common Share shall be equal to
every other Common Shares.  The holders of Common Shares shall be entitled to
one vote for each share upon all matters presented to the shareholders.  The
holders of Common Shares shall have no pre-emptive rights to purchase or have
offered to them for purchase any Common Shares which the Corporation may from
time to time issue and offer for sale for any purpose, and any such rights
heretofore existing are hereby terminated.

     FIFTH:  The Corporation by action of its Board of Directors may purchase
any issued shares of the Corporation to the extent not prohibited by law.


                                   -30-

<PAGE>

EXHIBIT 3 - Continued


     SIXTH:  Notwithstanding any provision of the Revised Code, as now or
hereafter in force, requiring for any purpose the vote, consent, waiver, or
release of the holders of a designated proportion (but less than all) of the
shares of the Corporation, such vote, consent, waiver, or release, unless
otherwise expressly provided by law, may be made or taken by the vote of the
holders of shares entitling them to exercise a majority of the voting power of
the Corporation.

     SEVENTH:  These Amended Articles of Incorporation supersede and take the
place of the existing Articles.


                                   -31-